10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended November 30, 2013

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: 001-35652

METHES ENERGIES INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)

Nevada	71-1035154
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3651 Lindell Road, Suite D-272, Las Vegas, Nevada	89103
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (702) 932-9964

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Name of each exchange on which registered:
Common Stock, Class A Warrants and Class B Warrants (par value $0.001 per share)	The NASDAQ Stock Market

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

None.

(Title of class)

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

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 ¨     No  þ

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  þ      No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  þ      No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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.    þ

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   o   Accelerated Filer   o   Non-accelerated Filer   o   Smaller Reporting Company   þ

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

On May 31, 2013, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of Common Stock held by non-affiliates was $16,262,447.

As of February 20, 2014, the registrant has 8,372,266 shares of Common Stock issued and outstanding. 

TABLE OF CONTENTS

		Page
PART I
ITEM 1.	Business		4
ITEM 1A.	Risk Factors		16
ITEM 1B.	Unresolved Staff Comments		23
ITEM 2.	Properties		23
ITEM 3.	Legal Proceedings		24
ITEM 4.	Mine Safety Disclosures - Not Applicable		24
PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		24
ITEM 6.	Selected Financial Data		26
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		27
ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk		39
ITEM 8.	Financial Statements and Supplementary Data		39
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		39
ITEM 9A.	Controls and Procedures		39
ITEM 9B.	Other Information		40
PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance		40
ITEM 11.	Executive Compensation		43
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		46
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence		46
ITEM 14.	Principal Accounting Fees and Services		47
PART IV
ITEM 15.	Exhibits, Financial Statement Schedules		47
Signatures			50

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Cautionary Statement Regarding Forward-Looking Information

This Form 10-K contains “forward looking information” within the meaning of applicable securities laws. Such statements include, but are not limited to, statements with respect to the Company’s beliefs, plans, strategies, objectives, goals and expectations, including expectations about the future financial or operating performance of the Company and its projects, capital expenditures, capital needs, government regulation of the industry, environmental risks, limitations of insurance coverage, and the timing and possible outcome of regulatory matters, including the granting of patents and permits. Words such as “expect,” “anticipate,” “intend,” “attempt,” “may,” “will,” “plan,” “believe,” “seek,” “estimate” and variations of such words and similar expressions are intended to identify such forward looking information. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict.

These statements are based on and were developed using a number of factors and assumptions including, but not limited to: stability in the U.S. and other foreign economies; stability in the availability and pricing of raw materials, energy and supplies; stability in the competitive environment; the continued ability of the Company to access cost effective capital when needed; and no unexpected or unforeseen events occurring that would materially alter the Company’s current plans. All of these assumptions have been derived from information currently available to the Company including information obtained by the Company from third party sources. Although management believes that these assumptions are reasonable, these assumptions may prove to be incorrect in whole or in part. As a result of these and other factors, actual results may differ materially from those expressed, implied or forecasted in such forward looking information, which reflect the Company’s expectations only as of the date hereof.

Factors that could cause actual results or outcomes to differ materially from the results expressed, implied or forecasted by the forward-looking information include risks associated with general business, economic, competitive, political and social uncertainties; risks associated with changes in project parameters as plans continue to be refined; risks associated with failure of plant, equipment or processes to operate as anticipated; risks associated with accidents or labour disputes; risks associated in delays in obtaining governmental approvals or financing, or in the completion of development or construction activities; risks associated with financial leverage and the availability of capital; risks associated with the price of commodities and the inability of the Company to control commodity prices; risks associated with the regulatory environment within which the Company operates; risks associated with litigation including the availability of insurance; and risks posed by competition. These and other factors that could cause actual results or outcomes to differ materially from the results expressed, implied or forecasted by the forward looking information are discussed in more detail in the section entitled “Risk Factors” in this document.

The Company does not intend to, and the Company disclaims any obligation to, update any forward-looking information (including any financial outlooks), whether written or oral, or whether as a result of new information, future events or otherwise, except as required by law.

All references in this Form 10-K to “Company,” “Methes,” “we,” “us,” or “our” refer to Methes Energies International Ltd. and its wholly owned subsidiaries Methes Energies Canada Inc. and Methes Energies USA Ltd. unless the context otherwise indicates.

We have rights to the trademarks Methes Energies and Design, Methes, The Biodiesel Company and Denami.

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PART I

ITEM 1.BUSINESS

Overview

We are a renewable energy company that offers an array of products and services to a network of biodiesel fuel producers. We also market and sell in the U.S. and Canada biodiesel fuel produced at our small-scale production and demonstration facility in Mississauga, Ontario, Canada and at our new intermediate scale biodiesel production facility in Sombra, Ontario, Canada. The first of two Denami 3000 processors, designed to produce up to 6.5 million gallons per year, or mgy, of biodiesel, was placed in substantially full time production in the fourth quarter of fiscal 2013. In October 2013 we shipped more than 18 railcars (over 485,000 gallons) of biodiesel from our Sombra facility which is significantly higher than our previous highest monthly total of 8 railcars in April 2013. In fiscal 2012 and 2013, our largest source of revenue was from the sale of biodiesel fuel.

Among other services, we sell feedstock to our network of biodiesel producers, sell their output in the U.S. and Canada, provide them with proprietary software used to operate and control their processors, remotely monitor the quality and characteristics of their output, upgrade and repair their processors, and advise them on adjusting their processes to use varying feedstock and improve their output. Through the accumulation of production data from our network, we are equipped to provide consulting services to network members and other producers for operating their facilities, maintaining optimum production and solving production problems. In addition, we provide assistance to network members and others in production site selection, site development, installation of equipment and commissioning of processors. For our network services and the license of our operating and communications software, we receive a royalty from some network members based on gallons of biodiesel produced.

Network members currently produce biodiesel through use of Denami 600 processors purchased from us, which have a maximum rated capacity of 1.3 million gallons per year “mgy”, of biodiesel, and starting in fiscal 2014 some new clients may purchase one or more of our new Denami 3000 processors designed to produce up to 6.5 mgy of biodiesel. We market Denami processors designed to meet the needs of 2 to 20 mgy biodiesel producers. We believe that small and medium-scale producers will be the fastest growing segment of the biodiesel market. Our processors are flexible and can use a variety of virgin vegetable oils, used vegetable oil and rendered animal fat feedstock, allowing operators to take advantage of feedstock buying opportunities. Our Denami processors operate automatically in a continuous flow mode and can be rapidly fine-tuned to adjust to feedstock and production variables. In addition to low production and labor costs, our processors minimize electrical use and utilize water only in closed loop components for cooling purposes. The absence of waste water discharge has facilitated obtaining environmental permits for our facilities and those of our customers.

We expect to achieve economies of scale for our network members by bulk purchasing feedstock, methanol, catalyst and other biodiesel related products and negotiating more favorable sales prices through the sale of larger quantities of biodiesel and glycerin for these members. Achieving our growth plan will enable us to spread fixed overhead costs over a larger revenue base.

In May 2012, we completed construction and installation of two of our new intermediate-scale Denami 3000 processors at our Sombra facility.  Currently, only one of our Denami 3000 processors at the Sombra plant has been put into full-scale operations and we expect that the second one will be placed into full-scale operations by the end of March 2014.

Growth Plan

We plan to expand our business by (i) developing a computer-linked, North American network of small and medium-scale independent biodiesel producers, (ii) adding to our production capacity at our Sombra location, (iii) marketing and selling our  Denami  processors in Europe, Asia and South America, and (iv) expanding our consulting services. The network is intended to provide us not only with royalties but also with opportunities to offer additional services to network members, such as sales of feedstock and process monitoring services. Purchasers of our Denami processors benefit from the computer-linked, real-time monitoring services which improve the quality of processor output and processor efficiency. Other small and intermediate producers can take advantage of our upgrade, repair and service capabilities. We may also offer to purchase biodiesel from computer-linked network members and others. Specific steps contemplated by our growth plan include:

● Expand our biodiesel production network. We believe that our existing small network can be expanded. We already consult with entrepreneurs, existing producers and other businesses seeking to enter into small and intermediate-scale biodiesel production. We expect most new members of our network will be purchasers of our Denami  processors, but certain network services will be open to other small and intermediate producers.

● Increase production capacity. We began commercial operation and formal training of our employees at the Sombra, Ontario facility in November 2012. Depending upon the availability of financing, we plan to further increase capacity at our Sombra facility by another 13 mgy by November 2014.

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● Increase marketing and sales of Denami processors. We plan to begin selling our new 6.5 mgy Denami 3000 processors to potential members of our North American network as well as to other purchasers outside the areas served by our network. We also plan to offer our processors in Europe, Asia and South America. We believe there is demand for small and intermediate biodiesel processors in these regions that we have been unable to exploit because of our small size, limited resources and small marketing staff. We did not sell any Denami processors to third parties in fiscal 2013.

● Expand consulting services. We plan to offer consulting services to other biodiesel producers in North America, providing them with solutions to production process, quality, sourcing and marketing problems. We also expect to offer additional “turnkey” services to those considering entry into the biodiesel industry, including assistance in finding suitable production sites, setting up production facilities, obtaining required zoning approval and environmental permits, and installing production equipment. We believe that our strong research and development background and our experience in providing these services give us a clear advantage in offering these services.  

● Addition of new products. We plan to offer a new Enterprise Resources Planning (ERP) software to biodiesel producers in North America starting in the first quarter of fiscal 2014. The software was mostly designed by us and is intended to help producers keep track of their compliance requirements under the Renewable Fuel Standard (RSF2) and the various Quality Assurance Plans (QAP’s). The software provides producers the ability to manage their accounting, customer relationships and manufacturing processes.

Competitive Advantages

We believe we have a number of competitive advantages that will contribute to our ability to achieve our growth plans:

●	Experience in operating a biodiesel producers’ network. We have operated an interconnected computer-linked network of biodiesel producers since 2010 and have the background, knowledge and skills to assist network members in acquiring feedstock, marketing and selling their biodiesel output, refining and improving production processes and resolving any production difficulties. At present, our network consists of four production facilities, two of which are owned by us. Data collected from an expanded network of members will enhance our biodiesel trading and consulting services.
●	Multiple revenue streams. We derive revenue from sale of our biodiesel and biodiesel produced by others, feedstock sales, equipment sales, government incentives, royalties and miscellaneous other revenues. In fiscal 2012 and 2013, respectively, these revenue sources contributed the following percentages of our total revenue: internal biodiesel production 39.2% and 70.6%; biodiesel re-sales 49.3% and 17.2%; feedstock sales 6.0% and 4.0%; equipment sales (3.7%) and 0.10%; government incentives 4.6% and 6.2%; royalties 1.0% and 0.40%; and other 2.8% and 9.4%. These diverse revenues sources and the synergies among the different parts of our business reduce the seasonality of our business and our dependence on any one market.
●	Sophisticated proprietary technology. Our processors are controlled by proprietary and encrypted software developed by us which provides real-time information to the operators and our Canadian operating headquarters, and permits remote monitoring and control of our members’ processors. The real-time information provided includes the quantities of oil, methanol, catalyst and other feedstock components consumed; the flow rate of material through the system; the temperatures at which each of the system components operate; and the output derived and elapsed time for each processing component.
●	Products designed for small and intermediate scale producers. Our Denami 600 and Denami 3000 processors are specifically designed to meet the needs of 2 to 20 mgy producers, and require a relatively small capital investment and less time to complete a production facility. Production is scalable as additional units can then be added with relative ease to increase capacity. Expanding production through individual units also provides more flexibility in processing different feedstocks, as the production process can be grouped by type of feedstocks or by feedstock from a particular source.
●	Superior quality assurance processes. We regularly receive samples of biodiesel output from network members so we can provide the highest level of quality assurance to our customers. In addition, we continuously monitor production processes for network members. These quality assurance processes enable us to assure compliance with applicable industry purity standards and offer consistent product quality.
	Superior product design. Our Denami processors are engineered to offer the following advantages:
●	Adaptability to multiple feedstocks. Unlike most equipment now in production, our Denami processors can use a variety of feedstocks, including soy oil, canola oil, used vegetable oil, used cooking oil, pork lard and beef tallow, to produce high-quality biodiesel which enables us and our network members to purchase in the market whatever feedstock is then most economical.

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● Modular component design. As the biodiesel industry matures, the regulatory standards will likely continue to evolve, which will require modifications to current production processes and upgrades to existing equipment. The modular design of the Denami 600 and  Denami 3000 allows components to be removed, repaired or replaced without replacing the entire unit, thus permitting upgrades to components of the process to be made in a cost-effective manner.

● Small footprint and short build time. Our Denami processors are compact and can be installed in a footprint as small as 11 feet wide by 16 feet long and 16 feet high, and can be manufactured in as little as 16 weeks unlike many other processors which require more than seven months to build.

Biodiesel Industry Background

Biodiesel is an engine fuel produced from vegetable oils and animal fats that has favorable environmental and lubrication characteristics when used as a blend with or alternative for petroleum-based diesel fuels. Federal and state environmental requirements and incentives, particularly the Renewable Fuel Standard program and RFS2 there under, have encouraged the production and use of biodiesel in recent years. U.S. biodiesel production in the first 10 months of 2013 was estimated at nearly 1.1 billion gallons. Canadian biodiesel production is still in its infancy with its first federally mandated use of 2% renewable in diesel and home heating oil which began on July 1, 2011.  Only 13 biodiesel production facilities in Canada, mostly small, were operating in 2013 with an estimated production of 54 million gallons per year.

Rudolph Diesel designed the diesel engine in 1894 to run on peanut oil. Until recently, however, vegetable oils (biodiesel) have not been a significant source of energy for the diesel engine. Instead, petroleum-based distillate fuels became the primary energy source for a variety of heating, diesel fuel and electric power generation uses. According to the Energy Information Administration, the United States consumed approximately 57.2 billion gallons of distillate fuel in 2011, an increase of 1.2 billion gallons over 2010. Diesel fuel makes up approximately two-thirds of the distillate fuel use and fuel oil approximately one-third. The major distillate market segments include “on-highway” with 65 percent of the market; “residential” with seven percent; “farm” and “commercial” with five percent; and “railroad,” “industrial” and “off-highway” with approximately four percent each.

The biggest change in the diesel fuel market in the past decade has been the requirement to decrease regulated emissions, principally in the “on-highway” portion of the market. This has required diesel fuel refineries to produce fuel with lower sulfur content. Effective June 2006, all diesel fuel was required to have a sulfur content of less than 15 parts per million. A problem encountered with “ultra low sulfur diesel or “ULSD” is decreased lubricity of the fuel. All diesel fuel injection equipment depends on diesel fuel for lubrication of internal moving parts, which reduces equipment wear and premature breakdown. Accordingly, producers and distributors of ULSD are under pressure to find additives or other means to increase the lubricity of their diesel fuels.

The U.S. federal government began encouraging biodiesel production in 2000. The 2002 Energy Bill provided producers of biodiesel a tax credit of $0.80 per gallon, and mandated that all federal, state and local governments with diesel-powered vehicles and diesel-powered equipment use a mixture of 2 percent biodiesel (B2). As of late 2011, the National Biodiesel Board, a trade association, estimates that there is capacity to produce approximately 2 billion gallons of biodiesel in the United States annually.

The Canadian federal government began the ecoENERGY for Biofuels Program in 2008 to support the production of renewable alternatives to gasoline and diesel. Under this incentive program Canadian producers of biodiesel receive incentive payments per gallon of biodiesel produced in declining amounts through 2017 when the incentive program ends. In addition, the Canadian Government has adopted regulations requiring 2% renewable content in diesel and heating oil starting July 1, 2011, with an 18-month compliance period to meet that volume requirement.

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Benefits of Biodiesel: Environmental and Lubricity

Biodiesel, which is produced from animal and vegetable oils, can be used as a fuel in its pure form or blended with petroleum distillate in any percentage to ensure proper performance in diesel engines. Fuel-grade biodiesel must be produced in compliance with ASTM D6751, a standard issued in December 2001 by ASTM International, formerly known as the American Society for Testing and Materials. Issuance of this specification has been crucial in standardizing fuel quality for biodiesel in the U.S. market and increasing the confidence of consumers and engine makers. Although Canada has yet to establish its own standards for biodiesel, The Canadian General Standards Board (CGSB) recognizes ASTM D6751 as part of a Canadian biodiesel specification.

According to the National Biodiesel Board, biodiesel is the only alternative fuel to have fully completed the health effects testing requirements of the 1990 Clean Air Act Amendments. Biodiesel that meets ASTM D6751 requirements is a legal motor fuel that may be sold and distributed in the United States. It has been registered as a fuel and fuel additive with the EPA and meets clean diesel standards established by the California Air Resources Board. According to the National Biodiesel Board, biodiesel, in pure form, has been designated as an alternative fuel by the U.S. Department of Energy and the U.S. Department of Transportation.

Based on a comprehensive technical report of biodiesel emissions data released by the EPA, the use of biodiesel (B100) can reduce emissions of particulate matter by up to 47 percent when compared to petroleum diesel in unmodified diesel engines. The report also verified a 67 percent reduction in unburned hydrocarbons and a 48 percent reduction in carbon monoxide with pure biodiesel. However, there was a 10 percent increase in NOx emissions compared with petroleum diesel fuel.   Source: EPA, A Comprehensive Analysis of Biodiesel Impacts on Exhaust Emissions (Oct. 2002).   Biodiesel is the only alternative automotive fuel to have successfully completed the Tier I and Tier II health effects testing requirements of the Clean Air Act Amendments of 1990. The results of the tests concluded that biodiesel is nontoxic and biodegradable, and posed no known threat to human health.

To assist in ensuring that biodiesel is produced and maintained at the ASTM D6751 industry standard, the National Biodiesel Board created the National Biodiesel Accreditation Commission (the “NBAC”) to certify producers and marketers of biodiesel that successfully meet the accreditation criteria as “Accredited BQ9000 Producers.” Accreditation is awarded following a successful formal review and audit of the capacity and commitment of the applicant to produce or market biodiesel fuel that meets the ASTM D6751 specification for Biodiesel Fuel (B100) Blend Stock for Distillate Fuels. The accreditation process is comprehensive and includes a detailed review of the applicant’s quality system documentation, followed by a formal audit of the applicant’s conformance to its system. The BQ9000 accreditation is voluntary and optional. Our Mississauga and Sombra facilities are not yet BQ-9000 accredited but the process to become accredited was initiated in December 2013.

In addition to its lower emissions than petroleum-based diesel, the better lubricity characteristics of biodiesel have caused it to emerge as an attractive alternative fuel or blending resource. According to the National Biodiesel Board, bench-scale testing has shown that a one percent biodiesel blend can improve the lubricity of diesel fuel by up to 65 percent, depending on the base diesel fuel product. Subject to the adaptability of the engine or use, biodiesel can be blended or used in any ratio, ranging from one percent (B1) to 100 percent (B100).

Market Overview

Since biodiesel has been more expensive to produce than petroleum-based diesel fuel over the past few years, the biodiesel industry is dependent on government programs that support a market for biodiesel that might not otherwise exist. Stimulated largely by federal, state and provincial government environmental regulations and incentives, the biodiesel market has grown substantially in recent years. According to the website of the National Biodiesel Board, biodiesel production reached approximately 250 million gallons in 2006 and 1.1 billion gallons in 2012. According to Biodiesel Magazine, there were 195 biodiesel facilities as of October 2013 with the capacity to produce approximately 2.9 billion gallons of biodiesel in the United States.

The future demand for biodiesel will depend in part on whether federal and state government incentives and mandates are maintained and expanded and on the demand for diesel fuel in general, which is relatively large but growing slowly. We believe the demand for biodiesel may increase as automobiles and small trucks shift to using diesel to take advantage of the benefits of biodiesel and biodiesel blends.

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Biodiesel is one of the fastest growing alternative fuels in the United States. In January 1999, there were only a few fleets buying and using biodiesel. According to information published on company websites, as of May 2012, several hundred major fleets have implemented biodiesel programs across the country, including federal fleets such as the U.S. Postal Service, the U.S. Air Force, the U.S. Army, the U.S. Department of Energy and NASA; state fleets in Ohio, Iowa, Virginia, Missouri, Delaware and New Jersey; city buses such as Cincinnati Metro in Cincinnati, Ohio and the Bi-State in St. Louis, Missouri; and major public utility fleets such as Commonwealth Edison, Florida Power and Light, Duke Energy, Georgia Power, Alabama Power and others. The Company believes that this growth is spurred in part by three principal factors: (1) standards established by the ASTM, (2) health effects testing criteria by the federal EPA, and (3) the necessity to comply with standards established under the Energy Policy Act of 1992.

The biodiesel market in Canada is expected to develop in a manner similar to the U.S. market. In order to meet the mandate of 2% biodiesel content in Canada, 158 mgy of biodiesel is required per year. Several provinces also have their own mandates which helps create an increase demand. The province of Ontario is set to introduce a 2% provincial mandate in 2014.

We believe, based on the number of small and intermediate size production facilities now existing or under development in the United States and Canada and the number of additional investors that may seek to enter into biodiesel production, that the market for the services we provide to members of our network and other biodiesel producers will be strong over the next several years. Our services facilitate the marketing of biodiesel by our network members, enable network members to achieve production efficiencies by purchasing feedstock through us which provides the highest yield at the lowest cost, provide potential new biodiesel producers with the benefit of our “turnkey” services and otherwise assist network members in efficiently running their production processes and remediating production problems.

Government Incentives

United States

The U.S. federal government and various state governments have created incentive programs to encourage biodiesel production in the United States. The federal incentive programs include direct payments to eligible U.S. producers for increased biodiesel production. State incentive programs include tax exemptions and credits for U.S. producers. We compete with U.S. biodiesel producers that benefit from the programs described below, and as a result they may affect our ability to be competitive in the U.S. biodiesel market.

U.S. Biodiesel Tax Credits. The first biodiesel-specific tax incentives were adopted as part of the American Jobs Creation Act of 2004. Under these incentives, federal income and excise tax credits are available to certain distributors and blenders of biodiesel and agri-biodiesel. The incentives were designed to reduce the price of and increase the demand for biodiesel. The American Taxpayer Relief Act of 2012 retroactively extended certain fuel tax credits that expired on December 31, 2011. The retroactively extended credits were the biodiesel mixture credit, biodiesel credit, alternative fuel credit and alternative fuel mixture credit. Those credits expired on December 31, 2013 and it is unclear if they will be reinstated. However, certain states, such as Illinois, exempt biodiesel from sales or fuel excise taxes.

U.S. Energy Policy Act of 2005: The Energy Policy Act of 2005 established a renewable fuel standard or RFS, for automotive fuels. The RFS was expanded by the Energy Independence and Security Act of 2007. The RFS requires the use of renewable fuels (including ethanol and biodiesel) in transportation fuel. In 2013 the EPA proposed a renewable fuel standard calling for 16.55 billion gallons of renewable fuel, compared to 2011 when fuel suppliers were required to include 13.95 billion gallons of renewable fuel in the national transportation fuel supply; this requirement increases annually to 36 billion gallons in 2022. The expanded RFS also specifically mandated the use of “advanced biofuels”- fuels produced from non-corn feedstocks and with 50% lower lifecycle greenhouse gas emissions than petroleum fuel-starting in 2009.

Of the 36 billion gallons required in 2022, at least 21 billion gallons must be advanced biofuel. There are also specific quotas for cellulosic biofuels and for biomass-based diesel fuel. On May 1, 2007, the EPA issued a final rule on the original RFS program detailing compliance standards for fuel suppliers, as well as a system to trade renewable fuel credits between suppliers. On March 26, 2010, the EPA issued final rules for the expanded RFS2 program, including lifecycle analysis methods necessary to categorize fuels as advanced biofuels, and new rules for credit verification and trading. While this program is not a direct subsidy for the construction of biofuels plants, the guaranteed market created by the renewable fuel standard is expected to stimulate growth of the biofuels industry and to raise prices above where they would have been in the absence of the mandate. As of late 2013, the EPA is now reconsidering some of its initial targets of required renewable fuel quotas for 2014 and beyond. The final ruling by the EPA is expected in the first quarter of calendar 2014.

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Under this act, a U.S. domestic producer or an importer of biodiesel produced by a foreign renewable fuel producer approved by the EPA generates 1.5 Renewable Identification Number (“RIN”) units for each gallon of biodiesel produced in or imported into the U.S., which units can be sold on an established market.

Canada

Canadian Federal ecoENERGY for Biofuels Program. The ecoENERGY for Biofuels Program is aimed at helping producers of renewable alternatives to gasoline or diesel by providing financial incentives. Financial incentives are provided for the number of liters produced in Canada and sold anywhere, based on fixed declining incentive rates established by the program and as agreed upon in each contribution agreement. The incentive for biodiesel (converted to U.S. dollars per gallon at the exchange rate in effect on November 30, 2012) was $0.74 per gallon for the April 1, 2010 through March 31, 2011 program year, and will decline in steps to $0.33 per gallon for the 2016-2017 program year, at the end of which the program is scheduled to end.

Canadian Provincial Road Tax Exemption for Biodiesel. Provincial jurisdictions have acted individually to implement biodiesel initiatives to stimulate biodiesel production and investment. British Columbia, Ontario and Manitoba are the only provinces that offer tax exemption. The province of Ontario exempts biodiesel from its road tax at CDN $0.143 per liter and British Columbia has introduced a tax exemption of CDN $0.15-$0.21 per liter for biodiesel when used in blends from 5-50% with petroleum diesel. The Manitoba government no longer collects road and provincial sales tax on pure biodiesel of CDN $0.115 per liter. In addition, Manitoba released a CDN $1.5 million support program for biodiesel production.

Other Canadian National and Provincial Requirements. Biodiesel demand in Canada is expected to continue to grow in 2014 due to Canada’s renewable fuel policies and provincial mandates. Those policies require a 2% renewable blend into Canadian petroleum-based diesel for an estimated 158 mgy per year. Additionally, several Canadian provinces maintain provincial blend requirements, including a 2% biodiesel blend requirement into diesel fuel in Manitoba, a 4% renewable fuel content in British Columbia and a 2% renewable fuel content requirement in Alberta. Ontario is also set to introduce a 2% biodiesel provincial mandate in 2014. According to the Canadian Renewable Fuels Association, there is 54 mgy of operating production capacity in Canada. Therefore, we expect biodiesel production in Canada to increase significantly to satisfy higher demand levels pursuant to the recently enacted national and provincial blend requirements.

Our Biodiesel Production Process

The production of biodiesel, or methyl esters, is a well-known chemical process that has been used for decades in the soaps and detergents industry. There are three basic chemical routes to produce methyl esters from oils and fats: base-catalyzed trans-esterification of oil with methanol; direct acid catalyzed esterification of oil with methanol; and conversion of the oil to fatty acids, and then to methyl esters with acid catalysis. Each of these trans-esterification processes describe complex organic chemical reactions in which existing esters are transformed into methyl esters through the use of differing catalysts or reactants.  Denami processors use only the base-catalyzed trans-esterification method. This is the most economical process technology, and most methyl esters are produced using it. The base-catalyzed trans-esterification method is a low-temperature (160-180° F) and low-pressure (15 to 30 psi) chemical process that yields high conversion (98 percent) with minimal side reactions when feedstocks low in free fatty acids are used. In our processors, for every 100 pounds of oil feedstock and 10 pounds of methanol in the presence of a base catalyst, we produce 100 pounds of biodiesel and 10 pounds of glycerin. To speed the conversion, we input added methanol which is recovered for reuse. Generally, we use sodium methylate as our base catalyst.

Our Denami processors produce ASTM biodiesel in an automated, remotely controlled, continuous flow process. The Denami 600 processor produces 600 liters per hour, and the Denami 3000 produces 3,000 liters per hour of grade B100 biodiesel fuel, which exceeds current ASTM biodiesel standards. We believe that our Denami 600 was the industry’s first compact, fully automated processor that offers the flexibility of using a wide variety of feedstock options. Although in fiscal 2011 our Mississauga plant used primarily yellow grease (used cooking oil) as its feedstock, it can use such common and widely available feedstocks as soy oil, canola oil, beef tallow or poultry fat. In fiscal 2013, our Sombra plant used a combination of yellow grease, corn oil and soy oil.

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Biodiesel Production Process

The Denami processor performs all critical processes needed to produce ASTM grade biodiesel, specifically:

● The conversion process. The conversion process requires specific quantities of oil, methanol and catalyst in the heated and pressurized environment to successfully convert the oils to biodiesel that meet ASTM specifications. Parameters can be changed “on-the-fly” in order to cover a wide variety of feedstock options. After the conversion process, two products are produced: crude biodiesel and crude glycerin.

● The separation process. The separation process uses a continuous gravity settling process. This is the most robust method of separation because it does not need to be configured for specific feedstocks.

● The methanol recovery process. The crude biodiesel will have high methanol content. The methanol recovery process uses flash evaporation technology to recover the methanol and reuse it in the conversion process.

● The polishing/refining process. The crude biodiesel is passed through a centrifuge to remove bulk impurities such as glycerin, soaps, salts and water. Then it is passed through a dry resin bed to remove the remaining trace amounts of impurities to produce ASTM-grade biodiesel.

● The methanol removal process. The methanol removal process is designed to remove methanol from the polished biodiesel to meet either the ASTM D93 flashpoint test or EN14014 methanol content test.

● The stabilization process. Biodiesel is naturally unstable and oxidizes when exposed to air. The stabilization process meters in the appropriate amount of antioxidants (stabilizers) to the biodiesel. After this process, the biodiesel is transferred to a storage tank and is ready to be sold.

We originally retained a third party equipment manufacturer to design our biodiesel processor. We purchased all the ownership rights to, and interest in, the intellectual property rights, including the design and specifications, for the Denami 600 biodiesel processor from this equipment manufacturer in March 2009. We developed the Denami 3000 in collaboration with this equipment manufacturer and we now own all intellectual property rights to the   Denami 600   and   Denami 3000   processors. Since September 2007, we have retained this vendor as the exclusive manufacturer of our processors in the United States and Canada. We expect to continue to retain this vendor as the exclusive manufacturer of our processors until the expiration of the current term of our agreement in August 2015. Our decision to work with this vendor was based on quality, experience, industry track record, warranties, equipment capabilities, price and representations made by this vendor.

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Research and Development

We regularly engage in research and development, primarily on the development, improvement and enhancement of the efficiency of our Denami processors and the software used to operate those processors. Generally, research and development activities are conducted at our Mississauga facility.

Denami Processor Sales

We offer our biodiesel processors for sale either alone or with a range of services up to a complete turn-key solution where we obtain the production facility site, manage the construction or renovation of the facility, obtain all necessary permits, and install the processor and related storage tanks, pipes, containment wall and truck-loading facility. If the customer desires, we will also manage and operate the facility in exchange for an additional fee.

After sale of a Denami processor, the customer is required to enter into a license agreement which grants the customer a non-exclusive, perpetual, royalty-bearing license to use our proprietary monitoring technology. Our licensed software allows the operation and maintenance of the Denami in an unmanned and remotely controlled environment. The license agreement requires the customer to pay us a royalty of up to CDN$0.11 per gallon, in perpetuity, for each gallon of biodiesel produced.

Maintenance and support services provided to purchasers of Denami processors include real-time monitoring of the customer’s processor(s) via our proprietary monitoring technology and in-process testing to ensure that the biodiesel produced meets quality standards. Furthermore, all Denami processors come with an extended warranty, pursuant to which we provide our customers, without charge and subject to the limits discussed below, labor and replacement parts for products that prove to be defective in material or workmanship and which result in the production of biodiesel that does not meet the applicable ASTM D6571 specifications. The warranty does not cover products or parts that are damaged due to accident, misuse, improper or insufficient maintenance, improper operation, and normal wear and tear. Warranty claims are not subject to any dollar limitation for the first year after commissioning, and are limited to CDN$25,000 per year for each year thereafter.

Our Facilities

Sombra Facility

Our Sombra facility is setup with two Denami 3000 processors capable of producing 13.2 mgy of biodiesel and 182 tons of glycerin per year. It is located on a 20.6-acre property near the St. Clair River in Sombra, Ontario. It is close to the border with the United States to which some of the biodiesel produced is expected to be shipped. Sombra is an excellent production location due to its proximity to oil refiners and extensive manufacturing infrastructure, including easy access by road, rail and water. We believe that due to its geographical location, the Sombra facility will play a key role in meeting the regional demand for biodiesel in the United States and in North America.

The Sombra facility site was formerly a refinery that produced oil, gas and chemical products. We purchased the facility from a third party in July 2008 for CDN$2,200,000. The property includes a production warehouse, rail access, storage tanks, loading area and office space. There are 3,600 feet of rail, four rail spurs, three switches, and a spill containment unit for unloading bulk liquid rail cars on the property. The electrical supply is 27,000 volts. The site currently has 27,163 square feet of buildings and 26 storage tanks with an aggregate capacity of 1,227,665 gallons.

The zoning of this property is regulated by the Planning Act of the Province of Ontario where this property is classified as M3-1 Industrial land. We have entered into several agreements with local authorities that restrict our use of the site, including agreements that we will not use the site for any purpose related to the manufacture or sale of choline chloride, specialty choline derivatives, monomethylamine, dimethylamine, trimethylamine, monomethylformamide or dimethylformamide, none of which are used in our production of biodiesel. We have not been notified of any environmental problems at the Sombra facility.

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We have installed two Denami 3000 processors at the Sombra plant that were favorably tested during full operation for a few days in July 2012. We filed our application for EPA approval on July 21, 2012 and received approval on October 4, 2012. We began commercial operation and formal training of our employees at the Sombra, Ontario facility in November 2012. With further development, the site could accommodate two to four additional Denami 3000 processors.

Mississauga Facility

We operate a biodiesel production and demonstration facility in Mississauga, Ontario, Canada. The facility utilizes a single Denami 600 processor capable of producing 1.3 mgy of biodiesel. However, since this facility is also used as a demonstration site for the sale of Denami 600 processors, as a test site for various animal and vegetable feedstocks, as well as for research and development, it does not generally operate at full capacity. The facility occupies 6,319 square feet, approximately 40 percent of which is corporate office space and the remaining 60 percent is used for the production of biodiesel. The facility contains six above-ground storage tanks. Five of these tanks have an aggregate capacity of 72,500 gallons of which two tanks are used for feedstocks, two tanks are used for biodiesel and one is used for glycerin. These tanks are located within a spill containment area that has been constructed as a dike-system using concrete block partial walls that are epoxy coated to be impervious to liquids. The last tank is for methanol and has a 11,138 gallon capacity. The methanol tank is separated from the feedstock and product storage within the containment area in a fire rated methanol room. The fire safety room complies with Provincial building and fire codes. We lease the Mississauga facility, but pursuant to the terms of the lease agreement, we own all of the equipment located at, and improvements to, the facility.

The plant is also used to demonstrate our production of biodiesel in an automated and remotely controlled environment and to test the different types of feedstock that could be used by us or our clients to produce biodiesel. A chemist is employed full-time on site to monitor the quality of the biodiesel produced at the Mississauga facility as well as to perform analysis of the raw materials used for the production of biodiesel. The Mississauga facility has been kept idle during 2013 in light of the work being done at our Sombra facility. We expect to restart Mississauga as soon as full capacity is achieved in Sombra.

Supplies

Feedstock

We currently process virgin animal fats, vegetable oil and used cooking oil at our facilities in Mississauga and Sombra. The Mississauga facility requires 5,000 tons of feedstock per year to run at full capacity, and we anticipate that the Sombra facility will require 50,000 tons per year to run at its full design capacity. We purchase animal fats, and used cooking and vegetable oils on the open market and have not previously entered into any definitive feedstock supply agreements to secure feedstock on favorable terms. All of the feedstock supplies utilized in our biodiesel production are readily available in the marketplace. We manage the risks associated with varying prices for our feedstock by utilizing the feedstock which will give us the highest effective yield based on the varying feedstock costs for different fats and oils and by purchasing feedstock that is available in the vicinity of our facility to minimize transportation costs.

Chemical Inputs

We purchase methanol, sodium methylate, acetic acid, sulfuric acid and caustic potash from various vendors and suppliers for use at our plants. All of these chemical inputs are readily available.

Transportation and Delivery

The Mississauga facility is accessible by road and the Sombra facility accessible by road and rail, and may in the future also be accessible seasonally by barge (the facility is approximately 3,000 feet from the St. Clair River). We intend for the Sombra facility to continue to be supplied by railcar, and have entered into an agreement with CSX Transportation with respect to the connection of our private tracks to CSX’s and CN’s rail lines. We currently have a leased fleet of over 30 rail cars that we use to ship biodiesel and receive oil. At our Mississauga facility, the biodiesel is shipped by truck to Sombra to be transloaded into rail cars.

Whenever we are required to arrange for transportation of oil or biodiesel, we contract with local transport companies. To date, transportation has been readily available and priced competitively. We currently have no long-term agreement with a freight company.

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Risk Management

The profitability of the biodiesel production business largely depends on the spread between prices for feedstock and for biodiesel fuel. We actively monitor changes in prices of these commodities and attempt to manage a portion of the risks associated with these price fluctuations. However, the extent to which we engage in risk management activities varies substantially from time to time, and from feedstock to feedstock, depending on market conditions and other factors. Adverse price movements for these commodities directly affect our operating results. In making risk management decisions, we may receive input from others with risk management expertise and could utilize research conducted by outside firms to provide additional market information.

Sales and Marketing

We market and sell two principal products to the biodiesel industry: Denami biodiesel processors and biodiesel (B100) fuel. We also sell glycerin as a by-product and offer services related to the production of biodiesel. We also purchase feedstock from various sources on the spot markets for our own use as well as for resale to certain customers.

Biodiesel

Sales and marketing of our biodiesel are handled by our in-house sales and marketing team. Our three largest customers accounted for 39%, 26% and 21% of total revenue in 2012 and our largest customer accounted for 67% of total revenue in 2013. The sales to these customers were made at spot market prices, and we have no binding off take agreements covering our production. There are additional potential customers for the biodiesel sold to these three largest customers, including potential customers already in our customer base, and we believe that the loss of one or more of these three customers would not have a material adverse effect on our business. We also sell our biodiesel directly to private fleet users and others who can blend our biodiesel with petroleum based diesel fuels. We expect our current customers or other wholesaler/marketers will sell most of our biodiesel to fuel users and retail locations in the United States and Canada. It is also our intention to approach private fleet users such as trucking companies to maximize market penetration and increase sales.

Our Sombra facility currently sells almost all of its biodiesel into the United States market. Our Mississauga and Sombra facilities are registered with the EPA as Foreign Renewable Fuel Producers under RSF2 which allows for RINs to be generated when our biodiesel is imported into the United States.

Under the Canadian Federal ecoENERGY for Biofuels Program, we received incentives in program years 2012 and 2013 for production at our facilities in the amount of $299,540 and $547,046, respectively. In December 2011, we were approved for incentives under that program for biodiesel produced at our Sombra facility up to its full 13 mgy capacity. The following table outlines the incentive rate per gallon (converted to U.S dollars at the exchange rate in effect on November 30, 2013) for the years 2010 to 2017, when the program is scheduled to end, and the maximum incentive amounts in Canadian dollars that we may receive in the program years 2012-2013 through 2016-2017:

Program Year		2010 / 2011		2011 / 2012		2012 / 2013		2013 / 2014		2014 / 2015		2015 / 2016		2016 / 2017
Incentive Rate Payable	$	1.10	$	0.88	$	0.77	$	0.66	$	0.55	$	0.44	$	0.33
Maximum Incentive Payable					$0.74 million		$4.25 million		$4.14 million		$2.94 million		$1.88 million

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Biodiesel Processors

Sales and marketing of Denami biodiesel processors are handled by our in-house sales and marketing team consisting of two employees headed by our Vice President of Sales and Marketing. Our sales and marketing team use traditional advertising methods to target potential buyers looking to enter the biodiesel production industry or existing producers seeking to expand their production capacity or upgrade their production equipment. We have from time to time advertised in  Biodiesel Magazine and Ethanol Magazine, which are -online and offline magazines published by BBI International, Inc. The other method used by our sales and marketing team consists of promoting our product at the National Biodiesel Conference & Expo, held once each year in a different location in the United States. Members of our sales and marketing team are paid salaries and also receive commissions based on the sales they generate. Our target market segment is biodiesel production facilities in the 1.3 mgy to 20 mgy range, which is not addressed by the majority of our competitors, who focus on facilities over 20 mgy. This strategy allows our customers to open production facilities in places that would not support production capacities greater than 20 mgy.

Glycerin

We produce glycerin as a primary by-product of our biodiesel production process. Glycerin, equals approximately 11 percent of the amount of biodiesel produced. We do not expect to invest our resources in actively marketing or refining our glycerin production in the near term. Once our Sombra facility is operating at full capacity and, depending on the availability of capital and the current market for glycerin, we anticipate investing in additional infrastructure that will enable us to refine and market our glycerin. Until such time, we plan to sell our glycerin on the spot market as crude glycerin. Glycerin prices have declined significantly in recent years due to overcapacity in the glycerin market, caused in large part by expansion of the biodiesel industry. Since 2006, market prices for crude glycerin have been reported at between no value to $0.05 per pound.

Services

We market and sell our services through our in-house sales and marketing team consisting of two employees who use traditional advertising methods to target existing small and intermediate scale biodiesel producers and potential customers looking to enter the biodiesel production industry. We promote our service offering at the National Biodiesel Conference & Expo, held once each year in a different location in the United States. In the future we intend to expand our sales and marketing efforts through increased appearances at trade shows, additional advertising in trade publications and, possibly, additional sales personnel.

Employees

We currently have 44 full-time employees of which six are executive officers, nine are other officers, managers or professional employees, 21 are production employees, and eight are office or clerical employees. Of our employees, 31 work at the Sombra facility and 13 at the Mississauga facility. As our production increases at Sombra, we plan to expand to two-shift and three-shift schedules to achieve maximum volume of our operations and then will require approximately five additional full-time employees. None of our employees are unionized. We believe we enjoy good relations with our employees.

Environmental and Other Regulatory Matters; Governmental Approvals

Our biofuel production facilities, like other fuel and chemical production facilities, are subject to environmental regulations. Although our biodiesel production processes generally do not discharge pollutants into the environment, we are subject to environmental regulation in preparation for unanticipated or unexpected releases of contaminants into the environment. Construction and operation of our plants required us to obtain a number of environmental permits from the Ontario Ministry of Environment (the “MOE”) and the Counties of Lambton and St. Clair, including an industrial storm water permit for our Sombra plant. We currently hold all required permits to operate our plants. We have not received any notices of violation of any environmental regulations.

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Permitting and environmental and other regulatory requirements may change in the future. Changes in permitting and regulatory requirements, including testing protocols, could make compliance more difficult and costly. If we are unable to obtain necessary permits or to comply with the requirements of such permits or any other environmental regulations, our business may be adversely affected and we may not be able to operate our plants.

Air Pollution Standards and Permits

There are a number of Canadian environmental standards that affect the operation of our plants, including those applicable to boilers, biodiesel processors, storage tanks and other equipment which may discharge a contaminant into any part of the natural environment other than water.

The air permits for our plants have terms and conditions that include strict emission limits and associated specific control technologies for each pollutant that must be maintained, and monitoring and record-keeping requirements that must be provided or made available to environmental officials. Any failure to comply with these requirements can result in a notice of violation and penalties that can include fines and even a requirement to cease facility operations until the violation is remedied. We have conducted an Emission Summary and Dispersion Modeling Report which was submitted as part of our approved Certificate of Air permit application for our Sombra plant.

Pollution Discharge Permits

We use water to cool and heat closed loop boiler and chiller systems in our plants. Since we use closed loop systems, water will not be discharged into the St. Clair River by our Sombra plant or Lake Ontario by our Mississauga plant.

Biodiesel Quality Testing Procedures

We are required to retain a certificate of analysis for each batch of B100 sold or delivered for at least one year. Natural Resource Canada may examine these records, perform on-site testing or obtain samples of biodiesel from us.

Competition

We compete directly with producers of biodiesel and other alternative fuel additives, with providers of biodiesel processing equipment, and indirectly with producers of petroleum-based diesel fuel. Many of these producers have significantly greater resources than we do. We also expect the number of direct biodiesel fuel competitors to increase in the future. The development of other biodiesel plants, particularly those in close proximity to our plants, will increase the supply of biodiesel and may result in lower local biodiesel prices and higher costs for feedstock locally.

Biodiesel Fuel

In our direct competition with biodiesel producers, many of which produce the same product that we do, we compete on the basis of price; ease, time and cost of delivery; and the quality and consistency of our products.

There are approximately 12 other biodiesel producers in Canada with a total capacity of approximately 54 mgy. Additional plants are under construction in Canada which are expected to add approximately 75 mgy to capacity. We also compete with a large number of U.S-based biodiesel producers. In the future we will also compete with companies developing and using second-generation biofuels technologies, which may prove less costly to construct and operate and may produce superior biodiesel fuel, including biorefineries that will produce biodiesel from wood fiber. If the input and operational costs for second-generation biofuels technologies are lower or yields are higher, these companies could experience higher margins and it could be more difficult for us to compete with them because our biodiesel may be more expensive to produce.

In our indirect competition with producers of petroleum-based diesel fuel, the capital and operating costs of producing biodiesel make it prohibitive to compete on the basis of price. If the diesel fuel industry is able to produce diesel fuel with acceptable environmental characteristics, or if government regulations supporting or mandating the blending of biodiesel with petroleum based diesel are eliminated or weakened, biodiesel producers would find it extremely difficult to compete. Petroleum refiners are continually attempting to develop diesel fuels with low sulfur and other clean burning attributes, together with lubricity and other characteristics necessary for the diesel engines in the marketplace. It is not possible to predict what success the petroleum industry may experience in making diesel fuel more acceptable or the impact these efforts may have on the biodiesel industry. Accordingly, we are able to compete principally as a consequence of government environmental regulations and incentives, assisted by current high petroleum and diesel fuel prices.

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Processors

In the sale of our processors, we compete with other biodiesel-technology companies from the United States and abroad, who focus on providing modular biodiesel processors to small and medium-sized producers. We are aware of at least five other companies who sell modular biodiesel processors, and there may be others. Our competitors rely on different proprietary technologies that may prove to be more efficient, less costly to operate, or produce a higher quality of biodiesel than ours do. While we believe we have a superior technology platform for our biodiesel processors, our competitors may have greater marketing resources or may achieve greater market acceptance for their processors.

Our strategy for generating revenues from sale of our processors to our target market segment also differs from our competitors’ strategies. The large biodiesel processor manufacturers are currently pursuing big projects, where a significant portion of revenues are earned from design, engineering, and construction services ($100 million and greater). Such projects generally take at least 2-3 years to complete. In contrast, we focus on small production facilities ranging in size from $1.6 million to $20 million, and our strategy is based not only on selling processors, but also on earning royalties from the use of our software controlling these processors and other revenues from the services provided to purchasers of our processors who become members of our network.

Intellectual Property

We hold Canadian trademark registrations for Methes Energies and Design and Methes, The Biodiesel Company. We have applied for U.S. registrations for Methes Energies The Biodiesel Company & Flame Design.   We have also have applied for Canadian and United States registrations of our proprietary trademark Denami. The structure and design of our Denami processors is not protected by patent or other intellectual property laws. We protect the proprietary software that controls, operates and assesses the performance of our Denami processors by encrypting and preserving the confidentiality of the software. We believe that encrypting and preserving the confidentiality of the software that controls and operates our Denami processors and monitors their performance provides a meaningful measure of protection for our intellectual property and makes it more difficult for a competitor to produce similar processors. We do not believe the absence of patent protection for our processors adversely affects our business.

ITEM 1A.Risk Factors

Investors in our securities should carefully consider the risks described below before making an investment decision. For the reasons below and elsewhere in this document, investing in our units involves a high degree of risk. If any of the events described below actually occur, our business, financial condition or results of operation could be harmed, which could cause the value of our shares to decline and investors to lose all or part of their investment.

Risks Related to Our Operations and Market

Additional Financing Requirements and Access to Capital.

In order to get us to a point where our cash flow is no longer negative, we will have to obtain bank or similar type financing, and/or sell additional equity securities in future financings.  Additional equity financings may cause further dilution for existing stockholders.  There can be no assurance that any such additional financing will be available or, if available, that its terms will be satisfactory to us.  In addition, our costs and expenses may be higher than anticipated, and there can be no assurance that we will not be required to seek additional financing to meet our operating cash requirements or other financing needs.  Failure to obtain additional financing, if needed, would have material adverse effect on our results of operation and, in such event, we may be required to materially curtail all or some of our activities.

Shortages of feedstock or increases in the cost of feedstock will reduce our profitability.

To produce biodiesel we must purchase significant amounts of feedstock. In the past, for our Mississauga plant, we have purchased this feedstock on the spot market and have not entered into fixed price or formula priced contracts with sources of supply. There is risk that adequate supplies of feedstock may not be available to us at affordable costs, particularly for the larger quantities that will be required at our Sombra plant. Increased demand for virgin vegetable oil, used vegetable oil or rendered animal fat either for feedstock or for other uses may increase spot market prices and reduce our ability to enter into supply contracts at prices which will allow us to remain competitive. Bad weather in the Midwestern United States, in the past, has increased the cost of corn and soybeans and may increase the cost of certain biodiesel feedstocks in the future, including vegetable oil and animal fat. The impact of the bad weather on the prices of our feedstocks is uncertain, but may increase the prices of some or all of our feedstocks as the market adjusts to potential higher corn and soybean prices. The availability and price of this feedstock will significantly affect our gross margins. A significant reduction in the quantity of available feedstock or an increase in the prices of feedstock could result in increased costs and adversely affect our cash flow and results of operations.

We have installed a larger version of our Denami processor at our Sombra plant, the performance of which has been assessed during a short period of full-scale operations.

We have installed a larger version of our Denami processor, the Denami 3000, at the Sombra plant. Although the Denami 3000 is based on the same technology as the Denami 600, the Denami 3000 is much larger and operates at a faster flow rate. The larger Denami 3000 has been favorably tested during full scale operation for only a short period of time and we could still experience unexpected problems during sustained operations that might make it difficult to produce quality biodiesel. Potential problems with the Denami 3000 could increase costs and delay the start of full-scale production, and could adversely affect our ability to sell our Denami processors, and adversely affect our revenues and results of operations.

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Our operating costs at our Sombra plant could be higher than we expect.

In addition to general market fluctuations and economic conditions, we could experience significant operating cost increases as a result of the failure of our Sombra plant to operate as efficiently as we expect. Other factors, many of which are beyond our control, which may also increase our costs include:

● Higher feedstock prices because of an inadequate supply of or greater demand by others for feedstock;

● Higher labor costs;

● Higher costs for electricity and natural gas due to market conditions; and

● Higher transportation costs because of greater demands on truck and rail transportation services.

Our management team has little or no experience in the operation of a biodiesel facility the size of our Sombra plant, which increases the risk that we will be unable to manage and operate it successfully.

We are highly dependent on our management team to operate our Sombra plant. Our management team has substantial business experience and four years’ experience operating our Mississauga plant, but has little or no experience in building and operating a biodiesel production plant of the size of our new Sombra facility. Although we expect to hire additional personnel and enter into agreements with contractors and consultants to assist us in our operations at Sombra, there is no assurance that we will be able to hire employees or enter into agreements satisfactory to us. If our management team is unable or finds it difficult to manage our Sombra operations successfully, our results of operations and our ability to succeed as a business will be adversely affected.

Compliance with existing or new environmental laws and rules could significantly increase our costs, or cause us to suspend or halt operations at our Sombra plant.

To operate our plants, we will need to comply with ongoing and new environmental and permitting requirements. At this time we have received all permits required to operate our Mississauga and Sombra plants. Even final permits may be subject to changes in requirements and compliance reviews. Failure to maintain other necessary permits could subject us to demands by regulators that increase our costs of operations. Environmental issues, such as contamination and compliance with applicable environmental standards, could arise at any time. If this occurs, it could require us to spend significant resources to remedy the issues and may suspend or prevent operation of our plants. There can be no assurance that we will be able to comply with all permitting and environmental requirements to operate our plants efficiently on a continuing basis.

Defects in the construction or performance of the Sombra plant could result in a reduction in our revenues and profitability.

Although we used experienced third-party companies to construct the Sombra plant, we did not receive any warranties with respect to materials and workmanship or assurances that the project will operate at design capacity. Defects in the performance of the plant could still occur, and there is no assurance that we, our sub-contractors or anyone else that we contracted with to construct the project could correct these problems. If defects hinder the operations of the plant, our revenues, profitability and the value of your shares could be materially adversely affected. If defects require a lengthy or permanent discontinuance of production, your shares could have little or no value.

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We have a history of losses which should be considered by investors in assessing the likelihood of our operating profitably in the future.

We have never earned a profit. For the years ended November 30, 2012 and 2013, we reported net losses of approximately $3.97 million and $5.65 million, respectively. As of November 30, 2013, our accumulated deficit was approximately $15.89 million. Investors should consider this history of losses in assessing the likelihood of our operating profitably in the future.

The maximum incentive amount and the incentive rate payable to us under the Canadian federal ecoenergy for biofuels program will gradually decrease during the term of our agreement with the Canadian government.

Under the Canadian Federal ecoENERGY for Biofuels Program, we received incentives in program years 2012 and 2013 for production at our Mississauga plant in the amount of $299,540 and $547,046, respectively. In December 2011, we were approved for incentives under that program for biodiesel produced at our Sombra facility up to its full 13 mgy capacity. The following table outlines the incentive rate per gallon (converted to U.S dollars at the exchange rate in effect on November 30, 2013) for the years 2010 to 2017, when the program is scheduled to end, and the maximum incentive amounts in Canadian dollars that we may receive in the program years 2012-2013 through 2016-2017:

Program Year		2010 / 2011		2011 / 2012		2012 / 2013		2013 / 2014		2014 / 2015		2015 / 2016		2016 / 2017
Incentive Rate Payable	$	1.10	$	0.88	$	0.77	$	0.66	$	0.55	$	0.44	$	0.33
Maximum Incentive Payable					$0.74 million		$4.25 million		$4.14 million		$2.94 million		$1.88 million

As a result, the maximum potential revenues under this program during the term of our agreement with the Canadian government will gradually decrease and will end in 2017, which could negatively impact our results of operations.

As more biodiesel plants are built, biodiesel production will increase and, if demand does not sufficiently increase, this could result in lower prices for biodiesel, which will decrease the amount of revenue we may generate.

We expect that the number of biodiesel producers and the amount of biodiesel produced will likely continue to increase. In particular, we believe there is a significant effort in the United States and in Canada to develop and construct biodiesel plants and produce biodiesel products that would compete with us in the marketplace. We cannot assure you that the demand for biodiesel will continue to increase proportionally or at all. The demand for biodiesel is dependent on numerous factors, including governmental regulations, mandates, and incentives, as well as the development of other technologies or products that may compete with biodiesel. If the demand for biodiesel does not increase sufficiently, then increased biodiesel production may lead to lower biodiesel prices. Decreases in the price of biodiesel will result in decreases in our revenues.

We face intense competition within the biodiesel marketplace.

We operate in the intensely competitive alternative fuels business, and there can be no assurance that we will be able to compete effectively. Other companies presently in the market, or that could enter the market, could adversely affect prices for the biodiesel and glycerin we sell. There are numerous other entities considering or constructing biodiesel plants, some of which are near or in our potential trade territory and supply region. In Canada and the United States, the biodiesel industry is expected to become more competitive given the substantial initial construction of biodiesel facilities currently taking place. In addition, several regional biodiesel producers have been recently formed or are under consideration, which are or would be of a similar or greater size and have similar or greater resources than us. In light of such competition, there is no assurance that we will be able to complete or successfully operate our plants.

We have no long-term sale contracts and we may not be successful in profitably selling our biodiesel.

We have no long-term or fixed price agreements for the sale of our biodiesel and must compete with other producers of biodiesel. This competition could impair our ability to sell our biodiesel at profitable price points. Competition in the biodiesel industry is strong and growing more intense as more biodiesel production facilities are built and the industry expands. We are in direct competition with larger biodiesel producers, many of which have greater resources than we do. We compete with other facilities in Canada and the United States for customers in our regional market. We expect that additional biodiesel producers will enter the market if the regulatory environment remains favorable and the demand for biodiesel continues to increase.

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Our business is only diversified within the biodiesel industry and is primarily dependent on the sale of biodiesel products and services. As a consequence, we may not be able to adapt to changing market conditions or endure any decline in the biodiesel industry.

Our success depends on the overall success of the biodiesel industry and on our ability to efficiently produce biodiesel and to provide the biodiesel industry with competitive equipment and services to produce biodiesel. With the exception of selling the glycerin that is produced as a byproduct of our biodiesel production, our revenues, including license fees from use of our software to run Denami processors, are all generated in the biodiesel industry. If we cannot efficiently produce biodiesel, if our Denami processors are not competitive with other biodiesel processors or if the demand for biodiesel declines, our business would be seriously harmed. Our plants do not have the ability to produce any other products. Our lack of diversification means that we may not be able to adapt to changing market conditions or any significant decline in the biodiesel industry.

The market price of biodiesel is influenced by the price of petroleum-based distillate fuels, such as ultra-low sulfur diesel, and decreases in the price of petroleum-based distillate fuels or RIN values would very likely decrease the price we can charge for our biodiesel, which could harm our revenues and profitability.

Historically, biodiesel prices have been strongly correlated to petroleum-based diesel prices and in particular ultra-low sulfur diesel, or ULSD, regardless of the cost of producing biodiesel itself. We market our biofuel as an alternative to petroleum-based fuels. Therefore, if the price of petroleum-based diesel falls, the price of biodiesel could decline, and we may be unable to produce products that are a commercially viable alternative to petroleum-based fuels. Petroleum prices are volatile due to global factors such wars, political uprisings, and other events, Organization of Petroleum Exporting Countries, or OPEC, production quotas, worldwide economic conditions, changes in refining capacity and natural disasters. Additionally, demand for liquid transportation fuels, including biodiesel, is affected by economic conditions. A reduction in petroleum-based fuel prices may have a material adverse effect on our revenues and profits if such price decreases reduce the price we are able to charge for our biodiesel. Increasing required volume obligations for biodiesel under Renewable Fuel Standard 2, or RFS2, has made the price of biodiesel more sensitive to changes in feedstock costs. Increased RIN values have, in part, offset the higher cost of biodiesel when compared to petroleum-based fuels. A reduction in RIN values may have a material adverse effect on our revenues and profits if such reduction reduces the price we are able to charge for our biodiesel.

Technological advances and changes in production methods in the biodiesel industry could render our plants obsolete and adversely affect our ability to compete.

We expect that technological advances in the processes and methods for processing biodiesel will continue to occur. It is possible that those advances could make the processes at the Sombra plant less efficient or obsolete, or cause the biodiesel we produce to be of a lesser quality. These advances could also allow our competitors to produce biodiesel below our cost. If we are unable to adopt or incorporate technological advances, our biodiesel production methods and processes could be less efficient than our competitors, which could cause our plants to become uncompetitive and our results of operations to be substantially harmed.

The development of alternative fuels and energy sources may reduce the demand for biodiesel, resulting in a reduction in our revenues and profitability.

The development of alternative fuels, including a variety of energy alternatives to biodiesel, has attracted significant attention and investment. The construction of several renewable diesel plants by competitors has been announced. Under RFS2, renewable diesel made from biomass meets the definition of biomass-based diesel and thus is eligible, along with biodiesel, to satisfy the RFS2 biomass-based diesel requirement described in “Business–Government Incentives.” Renewable diesel is biodiesel that has been hydro-cracked and refined so that it becomes molecularly indistinguishable from petroleum based distillates. Furthermore, under RFS2, renewable diesel may receive up to 1.7 RINs per gallon, whereas biodiesel currently receives 1.5 RINs. As the value of RINs increase, this 0.2 RIN advantage may make renewable diesel more cost-effective, both as a petroleum-based diesel substitute and for meeting RFS2 requirements. If renewable diesel proves to be more cost-effective than biodiesel, our revenues and results of operations would be adversely affected.

The biodiesel industry will also face increased competition resulting from the advancement of technology by automotive, industrial and power generation manufacturers which are developing more efficient engines, hybrid engines and alternative clean power systems. Improved engines and alternative clean power systems offer a technological solution to address increasing worldwide energy costs, the long-term availability of petroleum reserves and environmental concerns. If and when these clean power systems are able to offer significant efficiency and environmental benefits and become widely available, the biodiesel industry may not be able to compete effectively with these technologies and government requirements for the use of biodiesel may not continue.

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The development of alternative fuels and renewable chemicals also puts pressure on feedstock supply and availability to the biodiesel industry. If these emerging technologies compete with biodiesel for feedstock, are more profitable or have greater governmental support than biodiesel does, then the biodiesel industry may have difficulty in procuring the feedstock necessary to be successful.

We depend upon the continued services of certain members of our senior management team, without whom our business operations would be significantly disrupted.

Our success depends, in part, on the continued contributions of our executive officers and other key employees. Our management team has industry experience, at least in operating a small-scale biodiesel plant, and would be difficult to replace. We believe that the expertise and knowledge of these individuals in our industry, and in their respective fields, is a critical factor to our continued growth and success. The loss of the services of any of these individuals could have a material adverse effect on our business and prospects if we are unable to identify a suitable candidate to replace any such individual. Our success is also dependent upon our ability to attract and retain additional qualified marketing, sales, technical and other personnel.

Our insurance and manufacturer warranties may be inadequate to cover all the liabilities we may incur.

We face the risk of exposure to product liability claims and adverse public relations in the event that our processors cause damage to the facilities in which they are installed, harm persons at those facilities or cause environmental problems. If a product liability claim is successful, our insurance may not be adequate to cover all liabilities we may incur, including harm to our reputation, and we may not be able to continue to maintain such insurance, or obtain comparable insurance at a reasonable cost, or at all. If we do not have adequate insurance or warranty protection, product liability claims relating to defective products could have a material adverse effect on our financial condition and operating results.

Our business is subject to seasonal and quarterly fluctuations, which are likely to cause our revenues and operating results to fluctuate.

Our operating results are influenced by seasonal fluctuations in the price of biodiesel. Our sales tend to decrease during the winter season due to perceptions that biodiesel will not perform adequately in colder weather. Colder seasonal temperatures can cause the higher cloud point biodiesel we make from inedible animal fats to become cloudy and eventually gel. The cloud point of a fluid is the temperature at which dissolved solids are no longer completely soluble giving the fluid a cloudy appearance. In general, biodiesel made from inedible animal fats will become cloudy at a higher temperature than petroleum-based diesel or lower cloud point biodiesel made from soybean, canola or inedible corn oil. Such gelling can lead to plugged fuel filters and other fuel handling and performance problems for customers and suppliers. Reduced demand in the winter for our higher cloud point biodiesel may result in excess supply of such higher cloud point biodiesel or lower prices for such higher cloud point biodiesel. In addition, our production facilities are located in Canada and our costs of shipping biodiesel to warmer climates generally increase in cold weather months. Additionally, as a result of seasonal fluctuations and the higher than usual demand in the last quarter of fiscal 2013, comparisons of operating measures between consecutive quarters may not be as meaningful as comparisons between longer reporting periods.

We are an “emerging growth company” under the U.S. JOBS Act of 2012 and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Common Stock less attractive to investors.

We are an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may decrease or may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result of our election to be treated as an emerging growth company, our financial statements may not be comparable to those of companies that comply with public company effective dates for the adoption of new accounting standards.

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We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of any June 30.

Our status as an “emerging growth company” under the JOBS Act of 2012 may make it more difficult to raise capital as and when we need it.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

Risks Related to Regulation and Governmental Action

Loss or reductions of governmental requirements in Canada and the United States for the use of biofuels could have a material adverse effect on our revenues and operating margins.

The biodiesel industry relies substantially on Canadian national and provincial requirements, U.S. federal requirements and state policies for use of biofuels. Since biodiesel has been more expensive to produce than petroleum-based diesel fuel over the past few years, the biodiesel industry depends on governmental programs that support a market for biodiesel that might not otherwise exist.

The most important of these government programs in the United States is RFS2, which requires that a certain volume of biomass-based diesel fuel, which includes biodiesel, be consumed. RFS2 became effective on July 1, 2010 and applies through 2022. We believe that the increase in demand for biodiesel and higher biodiesel prices in 2013 is directly attributable to RFS2.

There can be no assurance that the U.S. Congress or the U.S. Environmental Protection Agency, or EPA, will not repeal, curtail, grant a waiver under or otherwise change the RFS2 program in a manner adverse to us. The petroleum industry has opposed the retroactive application of certain provisions of the rule and fundamental fairness in the implementation of policy involved in RFS2 and can be expected to continue to press for changes that eliminate or reduce its impact. Any repeal, waiver or reduction in the RFS2 requirements or reinterpretation of RFS2 resulting in our biodiesel failing to qualify as a required fuel would materially decrease the demand for and price of our product, which would materially and adversely harm our revenues and cash flows.

If Congress decides to repeal or curtail RFS2, or if the EPA is not able or willing to enforce RFS2 requirements, the demand for our product based on this program and any increases in demand that we expect due to RFS2 would be significantly reduced or eliminated and our revenues and operating margins would be materially harmed. In addition, although we believe that state requirements for the use of biofuels increase demand for our biodiesel within such states, they generally may not increase overall demand in excess of RFS2 requirements. Rather, existing demand for our biofuel from petroleum refiners and petroleum fuel importers in the 48 contiguous states or Hawaii, which are defined as “obligated parties” in the RFS2 regulations, in connection with federal requirements, may shift to states that have use requirements or tax incentive programs.

Our business is subject to extensive and potentially costly environmental regulation in Canada that could change and significantly increase our operating costs.

We are subject to environmental regulations of the Canadian Minister of Environment or the MOE, related to release of methane into the atmosphere and storm water run-off. These regulations could result in significant compliance costs and may change in the future. Also, the MOE may seek to implement additional regulations or implement stricter interpretations of existing regulations. Changes in environmental laws or regulations or stricter interpretation of existing regulations may require significant additional capital expenditures or increase our operating costs.

In addition, our plants, and particularly our new Sombra plant which was recently placed in service, could be subject to environmental nuisance or related claims by employees, property owners, environmental groups or residents near the plant arising from air, water or other discharges, particularly the discharge of methane which is used in our production process. These individuals and entities may object to these discharges or emissions into the environment from the plant. Environmental and public nuisance claims, tort claims based on emissions, or increased environmental compliance costs could significantly increase our operating costs, affect our profitability and reduce the value of your shares.

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Failure to comply with governmental regulations, including EPA requirements relating to RFS2, could result in the imposition of penalties, fines, or restrictions on our operations and remedial liabilities.

The biodiesel industry is subject to extensive U.S. federal, state, Canadian, provincial and local laws and regulations related to the general population’s health and safety and compliance and permitting obligations, including those related to the use, storage, handling, discharge, emission and disposal of municipal solid waste and other waste, pollutants or hazardous substances, or discharges and other emissions, as well as land use and development. Though both our plants are located in Canada, we may be subject to certain of these laws to the extent our biodiesel is exported to the United States.

In addition to the regulations mentioned above, we are subject to various laws and regulations related to RFS2, most significantly regulations related to the generation and dissemination of RINs. These regulations are highly complex and evolving, requiring us to periodically update our compliance systems. Any violation of these regulations by us, inadvertently or otherwise, could result in significant fines and harm our customers’ confidence in the RINs we issue, either of which could have a material adverse effect on our business.

Public company expenses may reduce our net income or increase our loss.

We have operated as a public company only since October 12, 2012. As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission and the Nasdaq Capital Market, have imposed various new requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. New expenses as a result of our being a public company include additional amounts for legal and accounting services, listing fees for Nasdaq, transfer agent fees, additional insurance costs, printing and filing fees, fees for investor and public relations and compensation payable to non-employee directors. In addition, we expect the application of these rules and regulations to our company will make it more difficult and more expensive for us to obtain director and officer liability insurance.

If we fail to maintain effective internal control over financial reporting, we might not be able to report our financial results accurately or prevent fraud, which could harm our business or negatively affect the value of our stock.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In connection with our 2012 audit, we began to perform system and process evaluation and testing of our internal control over financial reporting in order to allow our chief executive officer and our chief financial officer to certify as to the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our testing may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management time on compliance-related issues. We currently do not have an internal audit group, and we will evaluate the need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. If we are not able to comply with the requirements of Section 404 in a timely manner, the market price of our stock could decline and we could be subject to sanctions or investigations by the Securities and Exchange Commission, the Nasdaq Capital Market, or other regulatory authorities, which would require additional financial and management resources. In addition, if we are unable to meet filing deadlines for reports required by the Securities Exchange Act, our securities could be delisted from the Nasdaq Capital Market. If our securities were delisted from Nasdaq, trading, if any, in our securities would be conducted in the over the counter market. Consequently, the liquidity and price of our securities could be impaired.

Risk Related to our Common Stock

Our Common Stock has been thinly traded.

There is currently a limited volume of trading in our Common Stock, and on some days there has been no trading activity at all.  Holders of our Common Stock may find it difficult to resell their shares at prices quoted in the market.

If our shares of Common Stock are removed or delisted from the NASDAQ, the ability of stockholders to sell our Common Stock in the secondary market could be restricted.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price, as defined, of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions, including an exception of an equity security that is quoted on the NASDAQ. If our Common Stock are removed or delisted from the NASDAQ, the security may become subject to rules that impose additional sales practice requirements on broker-dealers who sell these securities and as such, many broker-dealers choose not to handle transactions with dealing with “penny stock.” As such, in the event that our securities are delisted from the NASDAQ, the “penny stock” rules may restrict the ability of stockholders to sell our Common Stock in the secondary market.

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If we are unable to satisfy NASDAQ’s maintenance requirements, our Common Stock may be delisted from NASDAQ which could impair the liquidity and the value of our Common Stock.

While the shares of our Common Stock met current NASDAQ listing requirements when initially listed and are currently included on the Nasdaq Capital Market, there can be no assurance that we will meet the criteria for continued listing. Continued listing on NASDAQ generally requires that (i) we maintain at least $2,500,000 in stockholders equity, or $35,000,000 in market capitalization, or $500,000 in net income for either the last fiscal year, or two out of the last three fiscal years, (ii) we maintain a minimum bid price of $1.00 per share, (iii) there be at least 500,000 shares in the public float valued at $1,000,000 or more, (iv) our Common Stock have at least two active market makers, and (v) our Common Stock be held by at least 300 holders. If we are unable to satisfy NASDAQ’S maintenance requirements, our Common Stock may be delisted from the NASDAQ.  In that event, trading in our Common Stock would be conducted in the over-the-counter market on the “OTC Markets” or the “OTC Bulletin Board.” Consequently, the liquidity of our Common Stock could be impaired, not only in the number of shares of Common Stock which could be bought and sold, but also through delays in the timing of transactions, reduction in security analysts and new media coverage of Methes, and lower prices for our Common Stock than might otherwise be obtained.

ITEM 1B.UNRESOLVED STAFF COMMENTS

Not Applicable.

 ITEM 2.PROPERTIES

The following table lists each of our biodiesel production facilities and its location, use, and nameplate production capacity.

FACILITIES IN OPERATION

Location	Use	Nameplate Production Capacity (mgy)
Mississauga, Ontario	Biodiesel production		1.3
Sombra, Ontario (Note 1)	Biodiesel production		13.0

Note 1:  We began commercial operation and formal training of our employees at the Sombra, Ontario facility in November 2012.

Sombra Facility

Our Sombra facility utilizes two Denami 3000 processors capable of producing 13.2 mgy of biodiesel and 182 tons of glycerin per year. It is located on a 20.6-acre property near the St. Clair River in Sombra, Ontario. It is close to the border with the United States to which some of the biodiesel produced is expected to be shipped. Sombra is an excellent production location due to its proximity to oil refiners and extensive manufacturing infrastructure, including easy access by road, rail and water. We believe that due to its geographical location, the Sombra facility will play a key role in meeting the regional demand for biodiesel in the United States and Canada.

The Sombra facility site was formerly a refinery that produced chemical products. We purchased the facility from a third party in July 2008 for CDN$2,200,000. The property includes a production warehouse, rail access, storage tanks, loading area and office space. There are 3,600 feet of rail, four rail spurs, three switches, and a spill containment unit for unloading bulk liquid rail cars on the property. The electrical supply is 27,000 volts. The site currently has 27,163 square feet of buildings and 26 storage tanks with an aggregate capacity of 1,227,665 gallons.

The zoning of this property is regulated by the Planning Act of the Province of Ontario where this property is classified as M3-1 Industrial land. We have entered into several agreements with local authorities that restrict our use of the site, including agreements that we will not use the site for any purpose related to the manufacture or sale of choline chloride, specialty choline derivatives, monomethylamine, dimethylamine, trimethylamine, monomethylformamide or dimethylformamide, none of which are used in our production of biodiesel. We have not been notified of any environmental problems at the Sombra facility.

We have installed two Denami 3000 processors at the Sombra plant that were favorably tested during full operation in July 2012. We filed our application for EPA approval on July 21, 2012 and received approval on October 4, 2012. We began commercial operation and formal training of our employees at the Sombra, Ontario facility in November 2012. With further development, the site could accommodate four additional Denami 3000 processors.

Mississauga Facility

We operate a biodiesel production and demonstration facility in Mississauga, Ontario, Canada. The facility utilizes a single Denami 600 processor capable of producing 1.3 mgy of biodiesel. However, since this facility is also used as a demonstration site for sale of Denami 600 processors, as a test site for various animal and vegetable feedstocks, as well as for research and development, it does not generally operate at full capacity. The facility occupies 6,319 square feet, approximately 40 percent of which is corporate office space and the remaining 60 percent is used for the production of biodiesel. The facility contains six above-ground storage tanks. Five of these tanks have an aggregate capacity of 72,500 gallons of which two tanks are used for feedstocks, two tanks are used for biodiesel and one is used for glycerin. These tanks are located within a spill containment area that has been constructed as a dike-system using concrete block partial walls that are epoxy coated to be impervious to liquids. The last tank is for methanol and has an 11,138 gallon capacity. The methanol tank is separated from the feedstock and product storage within the containment area in a fire rated methanol room. The fire safety room complies with Provincial building and fire codes. We lease the Mississauga facility, but pursuant to the terms of the lease agreement, we own all of the equipment located at, and improvements to, the facility.

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The plant is also used to demonstrate our production of biodiesel in an automated and remotely controlled environment and to test the different types of feedstock that could be used by us or our clients to produce biodiesel. A chemist is employed full-time on site to monitor the quality of the biodiesel produced at the Mississauga facility as well as to perform analysis of the raw materials used for the production of biodiesel. The Mississauga facility has been kept idle during 2013 in light of the work being done at our Sombra facility. We expect to restart Mississauga as soon as full capacity is achieved in Sombra.

ITEM 3.LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceeding, nor is any of its property the subject of any material pending legal proceeding, except ordinary routine litigation arising in the ordinary course of the Company’s business and incidental to its business, none of which is expected to have a material adverse impact upon the Company’s business, financial position or results of operations.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market For Our Common Equity

Our Common Stock is listed on the NASDAQ Capital Market and traded under the symbol “MEIL.” The following table sets forth for the periods indicated the high and low prices per share for our Common Stock, as reported on the NASDAQ.  Such quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions.

	Sales Price
2013	High		Low
Fourth Quarter	$	3.75	$	1.90
Third Quarter	$	3.17	$	1.50
Second Quarter	$	4.28	$	2.88
First Quarter	$	8.19	$	3.25

	Sales Price
2012	High		Low
Fourth Quarter (beginning on November 26, 2012)*	$	4.40	$	3.25

____________

*Our Common Stock began trading on the NASDAQ on November 26, 2012 upon separation of the units offered in our initial public offering (“IPO”) commencing on October 12, 2012.

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Holders

As of February 20, 2014, we had approximately 174 record holders of our Common Stock and we believe that we have more than 500 round-lot shareholders.

Dividend

We have never declared or paid any dividends and do not intend to pay any dividends in the foreseeable future. We intend to retain any future earnings for use in the operation and expansion of our business. Any future decision to pay dividends on Common Stock will be at the discretion of our Board of Directors (the “Board”) and will depend upon, our financial condition, results of operations, capital requirements and other factors the Board may deem relevant.

Recent Sales of Unregistered Securities

The information presented below describes our sales and issuances of securities within the fiscal year ended November 30, 2013 that were not registered under the Securities Act of 1933, as amended (the “Securities Act”) and not previously included in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.  Unless otherwise stated, the sales of the securities described below were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) and 4(a)(5) of the Securities Act (or Regulation D or Regulation S promulgated thereunder), or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The purchasers of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and, other than with respect to the non-transferable options, appropriate legends were placed on the securities issued in these transactions. All purchasers had adequate access, through their relationships with us, to information about our company. The sales of these securities were made without any general solicitation or advertising.

Private Placements

On February 19, 2013, we completed a private placement under which we sold 425,000 Units at a price of $4.00 per Unit and raised net proceeds of approximately $1.4 million, after deducting the sales commission and fees. Each Unit consists of (i) one share of Common Stock, (ii) one Class A Warrant and (iii) one Class B Warrant (the “February 2013 Private Placement”).

In August 2013, we raised gross proceeds of $50,000 in a private placement exempt from the registration requirements of the Securities Act in accordance with Regulation S of the Securities Act (the “Regulation S Private Placement”), and issued 28,248 shares of Common Stock and 28,248 five-year Common Stock purchase warrants with an exercise price of $4.00 per share (“Reg S Warrant”).  Under the Regulation S Private Placement, we were authorized to sell, issue and deliver up to 1,000,000 units at a price per unit equal to the closing price per share of Common Stock on the trading day immediately preceding each closing plus $0.125.  Each unit consists of one share of Common Stock and one Reg S Warrant.

In September 2013, we issued 138,654 units to accredited investors at a price of $2.38 per unit (the “Series A-1 Units”) under our Series A-1 Preferred Stock private placement and raised net proceeds of approximately $280,000, after deducting the sales commission and fees (the “Series A-1 Private Placement”). Each unit consists of one share of our Series A-1 10% Cumulative Convertible Preferred Stock, par value $0.001 per share (“Series A-1 Preferred Stock”) and one five year Common Stock purchase warrant to purchase one share of Common Stock at an exercise price of $4.00 per share, which are exercisable beginning six months after the issuance date (the “Series A-1 Warrant”).  The Series A-1 Preferred Stock entitles its holders when, as and if declared by the Board to receive a 10% annual dividend payable in arrears in shares of Common stock or in cash at our option. The Series A-1 Units were being offered at a price per unit equal to the closing price per share of Common stock on the trading day immediately preceding each closing plus $0.125.  

In October 2013, we issued 122,128 units to accredited investors at a price of $2.395 per unit (the “Series A-2 Units”) under its Series A-2 Preferred Stock private placement and raised net proceeds of approximately $250,000, after deducting the sales commission and fees (the “Series A-2 Private Placement”). Each unit consists of one share of Series A-2 10% Cumulative Convertible Preferred Stock, par value $0.001 per share (“Series A-2 Preferred Stock”) and one five year Common Stock purchase warrant to purchase one share of Common stock at an exercise price of $4.00 per share, which are exercisable beginning six months after the issuance date (the “Series A-2 Warrant”).  The Series A-2 Preferred Stock entitles its holders when, as and if declared by the Board to receive a 10% annual dividend payable in arrears in shares of Common Stock or in cash at our option. The Series A-2 Units were being offered at a price per unit equal to the closing price per share of Common Stock on the trading day immediately preceding each closing plus $0.125.  

In November 2013, we commenced a private offering of 1,281,161 common stock units ("Common Stock Units") at $2.00 per unit (the “Common Stock Unit Private Placement”).  Each unit consisted of one share of Common Stock and one five year Common Stock purchase warrant to purchase one share of Common Stock at an exercise price of $4.00 per share, which are exercisable beginning six months after the issuance date (the “Common Stock Warrant”).  In November 2013, we sold an aggregate of 200,000 Common Stock Units to accredited investors and raised net proceeds of approximately $363,000, after deducting the sales commission and fees, in the Common Stock Unit Private Placement. (See ‘Subsequent Events’ in Management's Discussion and Analysis Condition and Results of Operations below for issuances in December 2013 under the Common Unit Private Placement.)

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On November 18, 2013, we entered into a Consulting Agreement pursuant to which we agreed to issue 100,000 shares of Common Stock in four equal installments to a consultant as payment for services rendered and to be rendered by the consultant to us (the “Consulting Agreement”).  The number of shares of Common Stock was determined based on the $2.08 per share closing market price on November 18, 2013.  To date, 50,000 shares of Common Stock have been issued to the consultant pursuant to the Consulting Agreement.

On January 10, 2014, we sold 50,000 Common Stock Units to an accredited investor for a purchase price of $125,000 (or $2.50 per Common Stock Unit) of which, $100,000 was paid in cash and $25,000 will be paid in services to be rendered to us.

Issuer Purchases of Equity Securities

There are currently no authorized repurchase programs in effect under which we may repurchase shares of our outstanding Common Stock.

Use of Proceeds

On October 12, 2012, our registration statement on Form S-1 (File No. 333-182302) for our IPO was declared effective by the SEC.  The managing underwriter for the IPO was Paulson Investment Company, Inc.

On October 30, 2012, we consummated our IPO pursuant to which we sold 560,000 Units at a price $5.00 per Unit, and raised net proceeds of approximately $1.8 million after deducting the underwriting discount of $252,000, the representative’s and non-accountable expense allowance of $84,000 and other estimated offering expenses of $180,000.  Each Unit consists of (i) one share of Common Stock, (ii) one Class A warrant, to purchase one share of Common Stock at an exercise price of $7.50 (each a “Class A Warrant”), and (iii) one Class B warrant, to purchase one share of Common Stock at an exercise price of $10.00).  No payments were made by us to directors, officers or persons owning ten percent or more of our Common Stock or to their associates, or to our affiliates. 

We have used approximately $856,000 of the net proceeds received from the IPO for the purchase and construction of production and storage equipment, and retrofitting the building at our Sombra facility, $285,000 for repayment of loans and the balance of approximately $659,000 for working capital. We expect to withdraw funds from working capital over the coming months to pay for production and storage equipment and upgrade of rail tracks at our Sombra facility and to pay for additional marketing and sale expenses as described in our final prospectus dated October 12, 2012.

ITEM 6.SELECTED FINANCIAL DATA

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.

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ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report. Some of the statements in this discussion and elsewhere in this report constitute forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934. See “Cautionary Statement Regarding Forward-Looking Information” following the Table of Contents of this report. Because this discussion involves risk and uncertainties, our actual results may differ materially from those anticipated in these forward-looking statements.

Business Overview

We are a renewable energy company that offers an array of products and services to a network of biodiesel fuel producers. We also market and sell in the U.S. and Canada biodiesel fuel produced at our small-scale production and demonstration facility in Mississauga, Ontario, Canada, and at our new intermediate scale production facility in Sombra, Ontario, Canada. The first of two Denami 3000 processors, designed to produce up to 6.5 million gallons per year, or mgy, of biodiesel, was placed in substantially full time production in the fourth quarter of 2013.  In October 2013 we shipped more than 18 railcars (over 485,000 gallons) of biodiesel from our Sombra facility which is significantly higher than our previous highest monthly total of 8 railcars in April 2013.  In fiscal 2012 and 2013, our largest source of revenue was from the sale of biodiesel fuel.

Among other services, we sell feedstock to our network of biodiesel producers, sell their output in the U.S. and Canada, provide them with proprietary software used to operate and control their processors, remotely monitor the quality and characteristics of their output, upgrade and repair their processors, and advise them on adjusting their processes to use varying feedstock and improve their output. Through the accumulation of production data from our network, we are equipped to provide consulting services to network members and other producers for operating their facilities, maintaining optimum production and solving production problems. For our network services and the license of our operating and communications software, we receive a royalty from some network members based on the gallons of biodiesel produced.

Our revenue sources include the sale of biodiesel produced at our own facility, the sale of biodiesel that we purchase from network members and other third-party producers, the sale of biodiesel equipment, the sale of feedstock to network members and other third-party biodiesel producers, Canadian government incentive payments, royalties from our network members, and revenue from other services we provide related to the production of biodiesel.

As of November 30, 2013 due in large part to the funds we spent to develop and build our Sombra facility, we had a working capital deficiency of $5,954,516. In addition, during the fiscal year ended November 30, 2013, we incurred a loss of $5,651,665, and had negative cash flow from operations of $4,134,951.  Our Sombra facility is approved by the U.S. Environmental Protection Agency ("EPA") as a Foreign Renewable Fuel Producer and as a result the biodiesel produced at this facility is eligible for export to the United States. Obtaining this approval from the EPA enables us to sell our biodiesel into the U.S., and provides our U.S. importers the ability to generate Renewable Identification Numbers ("RINS"). RINS are used in the U.S. by obligated parties to comply with certain obligations under the Renewable Fuel Standard 2 (“RFS2”). We began commercial operation and formal training of our employees at the Sombra plant in November 2012.

On October 12, 2012, our registration statement on Form S-1 (File No. 333-182302) for our initial public offering (“IPO”) was declared effective by the U.S. Securities and Exchange Commission (“SEC”).  On October 30, 2012, we consummated our IPO pursuant to which we sold 560,000 units (each a “Unit”) at a price $5.00 per Unit and raised net proceeds of approximately $1.8 million, after deducting the underwriting fees and offering expenses.  Each Unit consists of (i) one share of common stock, $.001 par value (“Common Stock”), (ii) one Class A warrant, to purchase one share of Common Stock at an exercise price of $7.50 (each a “Class A Warrant”), and (iii) one Class B warrant, to purchase one share of Common Stock at an exercise price of $10.00 (each a “Class B Warrant”).

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On February 19, 2013, we completed a private placement under which we sold 425,000 Units at a price of $4.00 per Unit and raised net proceeds of approximately $1.4 million, after deducting the sales commission and fees. Each Unit consists of (i) one share of Common Stock, (ii) one Class A Warrant and (iii) one Class B Warrant (the “February 2013 Private Placement”).

In August 2013, we raised gross proceeds of $50,000 in a private placement exempt from the registration requirements of the Securities Act in accordance with Regulation S of the Securities Act (the “Regulation S Private Placement”), and issued 28,248 shares of Common Stock and 28,248 five-year Common Stock purchase warrants with an exercise price of $4.00 per share (“Reg S Warrant”).  Under the Regulation S Private Placement, we were authorized to sell, issue and deliver up to 1,000,000 units at a price per unit equal to the closing price per share of Common Stock on the trading day immediately preceding each closing plus $0.125.  Each unit consists of one share of Common Stock and one Reg S Warrant.

In September 2013, we issued 138,654 Series A-1 Units to accredited investors at a price of $2.38 per unit under our Series A-1 Private Placement and raised net proceeds of approximately $280,000, after deducting the sales commission and fees.  Each unit consists of one share of our Series A-1 Preferred Stock and one Series A-1 Warrant.  The Series A-1 Preferred Stock entitles its holders when, as and if declared by the Board to receive a 10% annual dividend payable in arrears in shares of Common stock or in cash at our option. The Series A-1 Units were being offered at a price per unit equal to the closing price per share of Common stock on the trading day immediately preceding each closing plus $0.125.  

In October 2013, we issued 122,128 Series A-2 Units to accredited investors at a price of $2.395 per unit under our Series A-2 Private Placement and raised net proceeds of approximately $250,000, after deducting the sales commission and fees. Each unit consists of one share of Series A-2 Preferred Stock and one Series A-2 Warrant.  The Series A-2 Preferred Stock entitles its holders when, as and if declared by the Board to receive a 10% annual dividend payable in arrears in shares of Common Stock or in cash at our option. The Series A-2 Units were being offered at a price per unit equal to the closing price per share of Common Stock on the trading day immediately preceding each closing plus $0.125.  

In November 2013, we commenced a private offering of 1,281,161 common stock units ("Common Stock Units") at $2.00 per unit (the “Common Stock Unit Private Placement”).  Each unit consisted of one share of Common Stock and one five year Common Stock purchase warrant to purchase one share of Common Stock at an exercise price of $4.00 per share, which are exercisable beginning six months after the issuance date (the “Common Stock Warrant”).  In November 2013, we sold an aggregate of 200,000 Common Stock Units to accredited investors and raised net proceeds of approximately $363,000, after deducting the sales commission and fees, in the Common Stock Unit Private Placement. (See ‘Subsequent Events’ below).

On November 18, 2013, we entered into the Consulting Agreement pursuant to which we agreed to issue 100,000 shares of Common Stock in four equal installments to a consultant as payment for services rendered and to be rendered by the consultant to us.  The number of shares of Common Stock was determined based on the $2.08 per share closing market price on November 18, 2013.  To date, 50,000 shares of Common Stock have been issued to a consultant pursuant to the Consulting Agreement.

On January 10, 2014, we sold 50,000 Common Stock Units to an accredited investor for a purchase price of $125,000 (or $2.50 per Common Stock Unit) of which, $100,000 was paid in cash and $25,000 will be paid in services to be rendered to us.

 Factors Influencing Our Results of Operations

The principal factors affecting our results of operations are as follows:

Biodiesel and feedstock price fluctuations

Biodiesel is a low carbon, renewable alternative to petroleum-based diesel fuel and is primarily sold to the end user after it has been blended with petroleum-based diesel fuel. Biodiesel prices have historically been correlated to petroleum-based diesel fuel prices. Accordingly, biodiesel prices have generally been affected by the same factors that affect petroleum prices, such as worldwide economic conditions, wars and other political events, OPEC production quotas, changes in refining capacity and natural disasters. Recently enacted government requirements and incentive programs, such as RFS2 and the blenders' tax credit, which expired on December 31, 2012, have reduced this correlation, although it remains a significant factor in the market price of our product.

Our operating results also generally reflect the relationship between the price of biodiesel and the price of the feedstock used to produce biodiesel. Spot market prices for virgin vegetable oil or used vegetable oil or rendered animal fat may increase, which would adversely affect our gross margins. The price of vegetable oil, as with most other products made from crops, is affected by weather, disease, changes in government incentives, demand and other factors. A significant reduction in the supply of vegetable oil because of weather or disease, or increases in the demand for vegetable oil, could result in higher feedstock prices. The price of vegetable oil and other feedstock has fluctuated significantly in the past and may fluctuate significantly in the future.

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Government programs related to biodiesel production and use

Biodiesel has been more expensive to produce than petroleum-based diesel fuel and as a result the industry depends on Canadian and U.S. federal and, to a lesser extent, provincial and state usage requirements and tax incentives.

On July 1, 2010, RFS2 was implemented, stipulating volume requirements for the amount of biomass-based diesel that must be utilized in the United States each year. Under RFS2, obligated parties, including petroleum refiners and fuel importers, must show compliance with these standards. The RFS2 program required the domestic use of 800 million gallons of biodiesel in 2011, one billion gallons in 2012 and 1.28 billion gallons in 2013. The 2014 quantity was set at 1.7 billion gallons under RSF2 but as of February 2014 the EPA is considering keeping the 2014 quantity at 1.28 billion gallons.

Seasonal fluctuations

Our operating results are influenced by seasonal fluctuations in the price of biodiesel. Our sales tend to decrease during the winter season due to perceptions that biodiesel will not perform adequately in colder weather. Colder seasonal temperatures can cause the higher cloud point biodiesel we make from inedible animal fats to become cloudy and eventually gel at a higher temperature than petroleum-based diesel or lower cloud point biodiesel made from soybean, canola or inedible corn oil. Reduced demand in the winter for our higher cloud point biodiesel may result in excess supply of such higher cloud point biodiesel or lower prices for such higher cloud point biodiesel. In addition, our production facilities are located in Canada and our costs of shipping biodiesel to warmer climates generally increase in cold weather months.

Dependence on significant customers

A large part of our revenue is generated from a few large customers. The sales to these customers are made at spot market prices, and we have no binding purchase agreements for our biodiesel, which could affect the consistency of our revenues. Potential customers for biodiesel regularly bid for biodiesel in the spot market at prices that are quoted on a daily basis. As a matter of convenience, we prefer to deal with customers with whom we have had a past relationship, although the specific customers to whom we sell have varied over time. The loss of one or more customers who have been among our largest customers historically would not have a material adverse effect on our business because we believe that a customer or customers could be replaced by one or more new customers regularly bidding for biodiesel, and we believe this will continue to be the case. For example, in the year ended November 30, 2013, one new major customer accounted for 67% of our total revenue and our largest customer in the year ended November 30, 2012 declined from 36% of total revenue in fiscal 2012 to 30% of total revenue in fiscal 2013.

Lengthy sales cycle

The sale of one of our Denami processors in a particular financial period would have a significant effect on our quarter-to-quarter and year-to-year results. The purchase of our Denami processors involves a significant commitment of capital by customers, with the attendant delays frequently associated with large capital expenditures. For these and other reasons, the sales cycle associated with our Denami processors is typically lengthy, varying from 6 to 18 months. The lengthy sales cycles of our equipment sales, as well as the size and timing of orders, make it difficult to forecast our future results of operations.

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Components of Revenue and Expense

Revenue

We derive revenues primarily from the sale of biodiesel. We also derive revenue from several other related sources. The following table lists our revenue sources by amount and their respective percentages of total revenue for the years ended November 30, 2012 and 2013:

	For the Year Ended  November 30, 2012					For the Year Ended  November 30, 2013
	$			%		$		%
Biodiesel sales
Resales		3,232,000		49.3			1,525,248	17.2
Internal production		2,569,146		39.2			6,268,173	70.6
Feedstock sales		393,208		6.0			320,585	3.6
Glycerin sales		49,894		0.8			111,507	1.3
Equipment sales		(241,342	)	(3.7	)		7,567	0.1
Government incentive		299,540		4.6			547,046	6.2
Royalties		66,445		1.0			33,045	0.4
Other		180,857		2.8			56,767	0.6
		6,549,748		100.0%			8,869,938	100.0%

The following factors may significantly affect our revenues in any fiscal period:

● Revenue from the sale of biodiesel, excluding government incentives, includes biodiesel purchased from third-party producers in Canada. The sale price of our biodiesel to our customers is influenced by several factors and is generally based upon the posted price for B100 biodiesel, including the value of the RINs, by companies such as The Jacobsen and Argus Media Ltd., providers of price assessments and business intelligence. Our sale price is also affected by the posted rates for NYMEX Heating Oil plus the value of the RINs and a negotiated premium or discount that reflects market conditions at the time of the transaction.

● Revenue from feedstock sales is derived from the sale of feedstock, methanol, catalyst, resin and shipping charges to third party biodiesel producers in Canada.

● Revenue from equipment sales includes sale of the Denami 600 biodiesel processors and other smaller equipment related to the production of biodiesel.

● We receive government incentive payments under Natural Resources Canada’s ecoENERGY for Biofuels Program for qualified sales of biodiesel produced at our Mississauga, Ontario, facility. Our Sombra facility has also been approved to receive the government incentive, and we expect our revenue from the government incentive to increase as we increase production at our Sombra facility. Sales of biodiesel to the United States, Canada and elsewhere qualify under the program. For the years ended November 30, 2012 and 2013, we claimed $300,000 and $547,000, respectively, as an incentive from the Canadian Government for production at our facilities. The ecoENERGY incentive is recognized as revenue when the right to receive is established upon production and sale of the biodiesel.

● Revenue from royalties was derived from the two customers that purchased our Denami 600 processors in fiscal 2010. Royalties for the year ended November 30, 2012 and 2013 were $66,000 and $33,000, respectively. Royalties are recognized on an accrual basis in accordance with the Sales and Licensing Agreement for the biodiesel processing equipment. The royalty is charged on gallons of biodiesel produced by our customers using our biodiesel processing equipment.

● Other revenue includes sales of glycerin, a by-product of biodiesel production, consulting fees, rental income and miscellaneous other fees charged to our customers.

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Cost of Goods Sold

Our cost of goods sold expense include the cost of feedstock, catalysts, methanol and other chemicals used in the production process; the purchase price of biodiesel acquired for resale from network members and others; the purchase price of feedstock and other items used in the production of biodiesel acquired for sale to network members and others; the purchase price of equipment sold to others; leases, utilities, depreciation, salaries and other indirect expenses related to the production process at our facilities; salaries and related expenses for employees involved in production or supplying services; and related expenses for transportation, storage, insurance, labor and other indirect expenses.

Results of Operations

Fiscal Year Ended November 30, 2012 and 2013

Set forth below is a summary of certain financial information for the periods indicated:

	Fiscal Year  Ended November 30, 2012			Fiscal Year  Ended November 30, 2013
Revenue
Biodiesel sales
Resales	$	3,232,000		$	1,525,248
Internal production		2,569,146			6,268,173
Feedstock sales		393,208			320,585
Glycerin sales		49,894			111,507
Government incentive		299,540			547,046
Equipment sales		(241,342	)		7,567
Royalties		66,445			33,045
Other		180,857			56,767
		6,549,748			8,869,938
Cost of goods sold		6,342,874			8,330,648
Gross profit		206,874			539,289
Operating expenses
Selling, general and administrative expenses		3,926,627			5,665,778
Loss before interest and taxes		(3,719,753	)		(5,126,489)
Other income (expenses)
Interest expense		(250,146	)		(525,576)
Interest income		3,134			400
Loss before income taxes		(3,966,765	)		(5,651,665)
Income taxes		—			—
Net loss for the period	$	(3,966,765)		$	(5,651,665)

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Fiscal Year ended November 30, 2012 compared to fiscal year ended November 30, 2013

Revenue. Our total revenues for the fiscal year ended November 30, 2012 and 2013 were $6.5 million and $8.9 million, respectively, representing an increase of $2.4 million, or 37%. The reasons for this increase are outlined below.

Biodiesel. Biodiesel sales for the fiscal year ended November 30, 2012, excluding government incentives, were $5.8 million and increased by $1.99 million, or 34%, to $7.79 million in the fiscal year ended November 30, 2013. For the fiscal year ended November 30, 2012 and 2013, our resales of biodiesel purchased from third party producers were $3.232 million and $1525 million, respectively, a decrease of approximately $1.707 million, or 53%. This decrease in revenue was due to being able to fulfill sales orders more with our internal production at Sombra site facility and also due to an overall decrease in the sale price of biodiesel. Revenue from our internal production, excluding government incentives, for the fiscal year ended November 30, 2012 and 2013 was $ 2.569 million and $6.268 million, respectively, an increase of approximately $3.699 million, or 144%. This increase was due to the production start up at Sombra facility at a larger scale then Mississauga facility in prior fiscal year which only has a capacity of 1.3 MGY versus 13 MGY capacity at Sombra facility. For the fiscal year ended November 30, 2012 and 2013, our average sales price per gallon for 100 percent biodiesel (“B100”) was $4.54 and $4.40, respectively, a decrease of $0.13 per gallon, or 3%. Gallons sold for the fiscal year ended November 30, 2012 and 2013 were 1.279 million and 1770 gallons, respectively, a increase of 0.491 million gallons, or 38%. The expiration of the blender’s tax credit on December 31, 2012 was retroactively extended to December 31, 2013 which increased the biodiesel demand however, due to increased due diligence by buyers of biodiesel RINs the price surged.

Feedstock. For the fiscal year ended November 30, 2012 and 2013, feedstock sales were $393,000 and $320,600, respectively, a decrease of $72,400, or 18%. In the more recent period, with some variations in quantities, we were able to source additional feedstock as well as other products related to the production of biodiesel on the spot market that we resold immediately to our customers in Canada at a profit. We intend to continue with this strategy as opportunities arise to generate additional profit.

Glycerin. For the fiscal year ended November 30, 2012 and 2013, Glycerin sales were $50,000 and $111,500, respectively, an increase of $61,500 or 123%. This increase was as a result of the increased internal production of glycerin from our Sombra facility, which is a byproduct of our biodiesel production.

Government incentives. For the fiscal year ended November 30, 2012 and 2013 we recognized $299,500 and $547,000, respectively, as incentive claims from the Canadian Government. This increase of $247,500 or 83% was due to the increase of internal production at Sombra site.

Equipment sales. For the fiscal year ended November 30, 2012 we had negative revenues of $241,300 as an oil processing research and development related equipment sold in fiscal year 2011 was returned under the warranty. We generated $7,600 from equipment sales for the fiscal year ended November 30, 2013, which consisted primarily of the sale of small equipment kits.

Royalties. Royalties for the fiscal year ended November 30, 2012 and 2013 were $66,400 and 33,000 a decrease of $33,400 or 50%. Our customers own the Denami 600 processors, but license the software and monitoring system from us in exchange for an ongoing royalty payment of $0.11 per gallon of biodiesel produced by their Denami 600 processors.  The decreased was due to less production at these facilities.

Other. Other revenue includes sales of consulting services, delivery charges, lab and shop supplies, storage and rental income. Other revenue for the fiscal year ended November 30, 2012 and 2013 was $180,900 and $56,800, respectively, a decrease of $124,100, or 69%.

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Cost of goods sold. Our cost of goods sold for the fiscal year ended November 30, 2012 and 2013 were $6.34 million and $8.33 million, respectively, an increase of $1.99 million, or 31%. This increase was primarily due to increase in costs associated with the increased quantity of biodiesel sold in the fiscal year ended November 30, 2013.

Biodiesel cost of goods sold increased 31% from the fiscal year ended November 30, 2012 compared to the same period in fiscal 2013, or from $5.5 million for the fiscal year ended November 30, 2012 to $7.2 million for the fiscal year ended November 30, 2013. If the average feedstock price and the price paid for biodiesel purchased from other biodiesel producers in Canada remained constant from the fiscal year ended November 30, 2012 to the end of the same period in 2013, the increase in gallons of biodiesel sold would have resulted in a $2.14 million increase in the related biodiesel cost of goods sold. The decrease in average feedstock prices from the fiscal year ended November 30, 2012 to the end of the same period in 2013 resulted in $400,000 of the decrease in biodiesel cost of goods sold and the lower price paid for biodiesel purchased from others resulted in $40,000 of this decrease.

All other costs of goods sold, excluding biodiesel cost of goods sold, for the fiscal year ended November 30, 2012 and November 30, 2013 were $841,000 and $1.129 million, respectively. The increase was due to  writing off an oil processing equipment of $115,600 and cost allocated to Glycerin sales which was not done in fiscal year 2012.

Selling, general and administrative expenses. Our selling, general and administrative expenses for the fiscal year ended November 30, 2012 and 2013 were $3.92 million and $5.66 million, respectively, an increase of $1.74 million, or 44%. The increase in the more recent period was mainly related to an increase in salaries and wages of $849,000, primarily related to increased manpower at our Sombra facility, utilities expense of $450,000, professional fees of $331,000, depreciation expense of $205,000, equipment rental of 157,000 and shop and lab supplies of $142,000 in the fiscal year ended November 30, 2013.  The decrease in the most recent period was related to  to one-time non cash charge for penalty shares of $399,998 that existed in fiscal year 2012 but not in 2013.  Salary and wages, utilities, depreciation, equipment rental and shop and lab supplies increases supported the higher level of operations at our Sombra facility. Professional fees increases were related to increase in audit fees and consulting.  The 2012 one-time charge related to a transfer of 52,151 shares of the Common Stock of the Company by Softdiffusion SA, a third party stockholder, to a new stockholder of shares owned by Softdiffusion SA pursuant to an agreement by the Company with the new stockholder. We recorded the estimated fair value of $399,998 for these shares as part of the general and administrative expenses in fiscal 2012.

Other income (expenses). Other expenses were $247,000 and $525,000 for the fiscal years ended November 30, 2012 and 2013, respectively. These amounts relate to accruals for interest expense associated with loans extended to us from a director for a total of $513,000 and the January 2013 Note (described below) issued to a non-related party of $376,640  (historical amount $397,400 or $400,000 CDN).  The interest increase also includes interest paid to TCE Capital for the July 2012 term loan of $1.5 million at 23% per annum for the first half of 2013, which was later replaced with a term loan of $1.6 million at 12% per annum for the rest of the year in 2013. The increase was mainly due to increases in the principal balances of the loans.

Income taxes. No income tax expense or benefit was recorded during the fiscal year ended November 30, 2012 and November 30, 2013 due to ongoing taxable losses.  As of November 30, 2013, we were not subject to any uncertain tax exposures.

Net loss. Our net loss for the fiscal year ended November 30, 2012 was $3.97 million and increased $1.68 million to $5.65 million for the fiscal year ended November 30, 2013 due primarily to the $2.33 million increase in cost of sales, the $1.39 million increase in selling, general and administrative expenses to support our higher level of operations and increase in interest cost of $278,000 due to additional loans.  The increase in these costs was offset by an increase of $2.4 million in revenue.

Liquidity and Capital Resources

Sources of liquidity. Since inception, a significant portion of our operations was financed through the sale of our capital stock. At November 30, 2012 and November 30, 2013, we had cash and cash equivalents of $402,700 and approximately $174,100, respectively.

For the fiscal year ended November 30, 2013, we raised net cash proceeds of approximately $1,493,850 from the February 2013 Private Placement and the Regulation S Private Placement. Additionally, on January 26, 2013 we borrowed a total of $397,400 (CDN$400,000) from a third-party, which is unsecured, payable on demand and carries interest at 8% per annum (the "January 2013 Note"), and closed on the July 2013 Term Loan Facility and the Working Capital Facility, both as described below, pursuant to which we can borrow up to an additional $3 million.

On July 12, 2013, we entered into a term loan facility agreement with a lender (the “July 2013 Term Loan Facility”) pursuant to which we may borrow up to $1,519,520 (CDN$1,600,000) for a term of 12 months at an interest rate of 12% per annum. Under the July 2013 Term Loan Facility, interest is payable monthly and outstanding principal is due at maturity. Outstanding principal would be prepayable beginning in January 2013 upon 30 days’ notice and payment of a penalty equal to one-month's interest. The July 2013 Term Loan Facility is collateralized by a security agreement from Methes Canada on certain of its assets and a first collateral mortgage on the real property located at Sombra, Ontario.  The July 2013 Term Loan Facility prohibits the repayment of debt owed by us to certain of our stockholders and a director during the life of the facility and contains other customary debt covenants.  The proceeds from the July 2013 Term Loan Facility have been used to repay the June 2012 Term Loan Facility.

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On August 16, 2013, we entered into and closed on a working capital loan facility from a Toronto, Ontario lending firm (the “Working Capital Facility”). Under the Working Capital Facility, we may borrow up to $1.5 million for our Sombra, Ontario biodiesel manufacturing plant, of which up to $750,000 may be from cash advances against our accounts receivables and up to an additional $750,000 in cash advances for use exclusively to purchase feedstock for the production of biodiesel. The Working Capital Facility is secured by a pledge of our assets and the assets of Methes USA.  In connection with all borrowings to purchase feedstock under the Working Capital Facility, Methes Canada issued a promissory note to the lender bearing a per annum interest rate equal to the Bank of Montreal Prime Rate plus sixteen percent (16%) and is due and payable upon the earlier of demand or August 13, 2014.

Cash flow. The following table presents information regarding our cash flows and cash and cash equivalents for the fiscal year ended November 30, 2012 and 2013:

	(Amounts rounded to nearest thousands) Fiscal Year Ended November 30,
	2012			2013
Net cash flows used in operating activities	$	(2,974	)	$	(4,135)
Net cash flows from investing activities		(4,687	)		(390)
Net cash flows from financing activities		6,370			4,296
Net change in cash and cash equivalents		(1,291	)		(229)
Cash and cash equivalents, end of period	$	403		$	174

Operating activities. The net cash used in operating activities for the fiscal year ended November 30, 2012 was $2.97 million reflects $3.97 million in net losses from operations, which includes total non-cash charges for depreciation, amortization, stock compensation expense, penalty share expense and unrealized foreign exchange loss of $950,000. It also included a net working capital decrease of $42,900, which included a decrease in accounts receivable of $818,900, offset by an increase in inventories of $9,400, a decrease in accounts payable and accrued liabilities of $678,800 and an increase in prepaid expenses and deposits of $87,800. The net result was cash used in operations of $2.974 million.

Net cash used in operating activities was $4.2 million for the fiscal year ended November 30, 2013. For the fiscal year ended November 30, 2013, the net loss was $5.65 million, which includes total non-cash charges for depreciation, amortization, stock compensation expense, and unrealized foreign exchange gain of $120,966, deferred financing fees amortization, accrued interest expense and bad debts. The net cash used in operating activities included a net working capital increase of $741,000. The working capital increase was a result of a decrease in inventories of $395,700, an increase in accounts payable and accrued liabilities of $1,215,200, and an increase in customer deposits of 8,200, offset by an increase in accounts receivable of $877,500 and an increase in prepaid expenses and deposits of $600. The net result was cash used in operations of $4.135 million. Our current operating cash requirement is approximately $232,000 per month. However, once our Sombra facility commences full-scale production, we expect to generate positive cash flow from operations.

Days' sales outstanding decreased from 40 days for the fiscal year ended November 30, 2012 to 30 days for the fiscal year ended November 30, 2013 as a result of using the Working Capital Facility.

Inventory turnover was five times for the fiscal year ended November 30, 2012 and eight times for the fiscal year ended November 30, 2013 as a result of increase in sales due to Sombra production.

Investing activities. Net cash used in investing activities for the fiscal year ended November 30, 2012 was $4.69 million,  consisting of cash payments for the two Denami 3000 processors and for additions to property, plant and equipment, mainly representing costs related to our Sombra facility. Net cash used in investing activities for the fiscal year ended November 30, 2013 was $390,700, consisting of additions to property, plant and equipment, mainly representing costs related to our Sombra facility.

Financing activities. Net cash provided from financing activities for the fiscal year ended November 30, 2012 was $6.37 million, which included cash proceeds received from issuances of Common Stock of $3.83 million, short term loan of $1.46 million and financing from related parties of $1.10 million. Net cash provided from financing activities for the fiscal year ended November 30, 2013 was $4.296 million, which included financing from credit facility of $1.02 million, advances of short term loans of $2 million, repayments of short term loans of $1.44 million, advances from related parties of $692,000, repayments to related parties of $143,000, deferred financing fees of $71,200 and cash proceeds received from issuance of Common Stock of $2.31 million.

As of November 30, 2013, due in large part to the funds spent to develop and build our Sombra facility, we had a working capital deficiency of $5,954,516. In addition, during the fiscal year ended November 30, 2013, we incurred a loss of $5.65 million and had negative cash flow from operations of $4.135 million.

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As described above, on February 19, 2013, we completed the February 2013 Private Placement which raised net proceeds of approximately $1.4 million, after deducting the sales commission and fees. We have used the net proceeds from this private placement for working capital.

We anticipate that our Sombra facility will generate positive cash flow from operations and will operate profitably once sufficient level of commercial operation is achieved in the second quarter of the next fiscal year. It is management’s opinion that our cash and cash equivalents, the anticipated positive cash flow from operations and cash from the aforementioned loan facilities and private placements, as well as, private financings as referred to in the subsequent events below, will be sufficient to meet the our cash requirements for at least the next 12 months.

Capital Expenditures. We have expended $8.38 million to purchase our Sombra facility, retrofit that facility and equip it so it can begin full scale production of biodiesel. These funds were expended as follows: $2.03 million for the original purchase price of the facility; $1.56 million for the costs of retrofitting and $4.79 million for Denami 3000  processors, storage tanks and other production equipment. The funds used to purchase and complete the Sombra facility were provided by the cash proceeds from private sales of Common Stock, monies borrowed from a stockholder and the June 2012 Term Loan Facility.

Future commitments.  We otherwise have no material commitments for future capital expenditures.

Subsequent Events

On December 9, 2013,  we signed a Letter of Intent to acquire the assets of OTC Energy Technologies Inc. (“OTC”), including all of OTC’s technologies and know how relating to the conversion of several types of biomass into a chemical quality syngas which can be converted into renewable alcohols and fuels.

On December 16, 2013, Methes Canada entered into a one year term Mortgage Loan Agreement for $2,000,000 (CDN) at 9% per annum for the purposes of discharging the existing Term loan (July 2013) of $1,600,000 (CDN).   The difference will be used to upgrade the Mississauga facility for the production of biodiesel. Interest only is to be paid monthly and the term of one year has an option to renew for another year.

On December 20, 2013, we completed the Common Stock Unit Private Placement and issued an additional 1,081,161 Common Stock Units to accredited investors at a price of $2.00 per unit which raised additional net proceeds of approximately $1,877,000, after deducting the sales commission and fees.

On January 10, 2014, we sold 50,000 Common Stock Units to an accredited investor for a purchase price of $125,000 (or $2.50 per Common Stock Unit) of which, $100,000 was paid in cash and $25,000 will be paid in services to be rendered to us.

On January 17, 2014, we converted $128,000 USD (CDN $139,845) of the outstanding principal due on the January 2013 Note into 34,688 shares of Common Stock based on the closing market price of $3.69 per share of Common Stock on January 17, 2014.

On January 28, 2014,  we borrowed $172,000 from a lender and issued to the lender a demand promissory note in the principal amount of $172,000 bearing interest of 8% per annum (the "New Note"). Repayment of the principal and  accrued interest on the New Note  will be due upon demand.

On January 30, 2014,  we used the proceeds from  New Note  to partially repay the January 2013 Note.

On February 13, 2014, Methes Canada entered into an agreement with a Canadian Company to produce biodiesel at the Mississauga facility. Pursuant to that agreement: (i) Methes Canada has agreed to provide use and occupancy of the Mississauga facility to the Canadian Company for a term of 18 months commencing May 1, 2014, with an option to renew, for a monthly minimum payment of $6,960 (CDN); and (ii) the Canadian Company will provide the working capital for the production of biodiesel including the purchase of feedstock and other commodities for the purpose of biodiesal production.

In February 2014, we closed a sale and licensing agreement for a Denami 600 with a Canadian Company to be built and delivered in approximately 18 months.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies

Our discussion and analysis of our consolidated financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, equities, revenues and expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for judgments we make about the carrying values of assets and liabilities that are not readily apparent from other sources. Because these estimates can vary depending on the situation, actual results may differ from the estimates.

We believe the following critical accounting policies reflect our more significant judgments used in the preparation of our consolidated financial statements:

Revenue Recognition

We recognize revenue, from the following sources, in accordance with ASC 605, “Revenue Recognition in Financial Statements.” Under ASC 605, product or service revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or the service has been performed, the sales price is fixed and determinable and collectability is reasonably assured.

These criteria apply to the following sales:

● the sale of biodiesel and biodiesel co-products, feedstock and biodiesel processing equipment;

● government of Canada incentives under ecoENERGY for Biofuels Program;

● services provided to customers; and

● royalties on the production of biodiesel from a Denami processor.

Revenue from the sale of biodiesel and its co-products, feedstock and biodiesel processing equipment is recognized when title and possession of the product is transferred to the customer. Possession is transferred to the customer at the time of shipment from the Company’s facility or at the time of delivery to a specified destination, depending on the terms of the sale.

The ecoENERGY incentive is recognized as revenue when the right to receive revenue is established upon production and sale of biodiesel.

Revenue from services is recognized as services are performed.

Royalty revenue is recognized on an accrual basis in accordance with the Sales & Licensing Agreement associated with the biodiesel processing equipment sale. Royalties are charged on gallons of biodiesel produced by the Company’s customers using the Company’s biodiesel processing equipment.

We believe that revenue recognition is a critical accounting estimate because our terms of sale vary significantly, and management exercises judgment in determining whether to recognize or defer revenue based on those terms. Such judgments may materially affect revenue for any period.

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Impairment of Long-Lived Assets and Certain Identifiable Intangibles

We review long-lived assets, including property, plant and equipment and definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable through undiscounted future cash flows. If impairment exists based on expected future undiscounted cash flows, an impairment loss is recognized. The amount of the impairment loss is the excess of the carrying amount of the impaired asset over the fair value of the asset, typically based on discounted future cash flows. Fair value is determined by management estimates using discounted cash flow calculations. The estimate of cash flows arising from the future use of the asset that are used in the impairment analysis is a critical accounting estimate because it requires judgment regarding what we would expect to recover from the future use of the asset. Significant assumptions used by management in the undiscounted cash flow analysis include the projected demand for biodiesel based on annual renewable fuel volume obligations under RFS2, our capacity to meet that demand, the market price of biodiesel and the cost of feedstock used in the manufacturing process. Changes in these estimates could result in a determination of asset impairment, which would result in a reduction to the carrying value and a reduction in net income in the affected period. We have assessed the Company’s long-lived assets and definite-lived intangible assets and have determined that there was no impairment in their carrying amounts at November 30, 2012 and 2013.

Inventories

Our inventories consist primarily of biodiesel, methanol, catalyst and crude glycerin, and are valued at the lower of cost or market value, with cost determined on a weighted average basis. Cost for finished goods inventories includes materials, direct labor, and an allocation of overhead. Market value for raw materials is replacement cost and for finished goods is net realizable value.

We evaluate the carrying value of inventories on a regular basis, taking into account such factors as historical and anticipated future sales compared with quantities on hand, the price we expect to obtain for products in the market compared with historical cost and the remaining useful life of inventories on hand.

We believe the accounting estimate related to the valuation of inventories is a critical accounting estimate because it is susceptible to changes from period-to-period due to the requirement for management to make estimates relative to the underlying factors. If actual demand or market conditions are adversely different from those estimated by management, inventory adjustments to lower market values would result in a reduction to the carrying value of inventory, an increase in inventory write-offs and a decrease to gross margins.

Allowance for Doubtful Accounts

We establish an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. We make judgments about the creditworthiness of each customer based on ongoing credit evaluations, and monitor current economic trends that might affect the level of credit losses in the future. We believe that the accounting estimate related to the allowance for doubtful accounts is a critical accounting estimate because it requires management judgment in making assumptions relative to customer or general economic factors that are outside our control. If the financial condition of the customers was to deteriorate, resulting in their inability to make payments, a specific allowance will be required. Account balances are charged off against the allowance when we believe it is probable the receivable will not be recovered and the carrying value of accounts receivable would decrease and net income would be reduced.

Stock-based Compensation

We maintain a stock-based compensation plan under which incentive stock options to buy Common Stock may be granted to directors, officers and employees. Pursuant to ASC 718, we recognize an expense for our stock-based compensation based on the fair value of the awards that are granted. The fair values of stock options are estimated at the date of grant using the Black-Scholes option pricing model. This estimate includes estimates of the expected term of the option, expected volatility of the Company’s stock price, expected dividends, and the risk-free interest rate. Measured compensation cost is recognized ratably over the vesting period of the related stock-based compensation award. The amount recognized as expense is adjusted to reflect the number of stock options expected to vest. When exercised, stock options are settled through the issuance of Common Stock and are therefore treated as equity awards. The expected volatility of our Common Stock is estimated using an average of volatilities of publicly traded companies in similar renewable energy businesses.

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We believe the accounting estimate related to valuation of stock-based compensation is a critical accounting estimate because it is based on highly subjective estimates and assumptions that may result in materially different amounts should circumstances change such that the Company decides to employ different assumptions in future periods.

Income Taxes and Uncertain Tax Positions

We account for income taxes under ASC 740 Accounting for Income Taxes. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740-10-05, Accounting for Uncertainty in Income Taxes, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Potential tax benefits from net operating losses and foreign tax credit carry forwards are not recognized by the Company until their realization is more likely than not. We assess the validity of our conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause us to change our judgment regarding the likelihood of a tax position’s sustainability under audit. We have determined that there were no tax exposures at November 30, 2012 and 2013.

We believe that the accounting estimate related to income taxes is a critical accounting estimate because it relies on significant management judgment in making assumptions relative to temporary and permanent timing differences of tax effects, estimates of future earnings, prospective application of changing tax laws in more than one jurisdiction, and the resulting ability to utilize tax assets at those future dates. If our operating results were to fall short of expectations, thereby affecting the likelihood of realizing the deferred tax assets, judgment would have to be applied to determine the amount of the valuation allowance required to be included in the financial statements in any given period. Establishing or increasing a valuation allowance would reduce the carrying value of the deferred tax asset, increase tax expense and reduce net earnings.

Emerging Growth Company (EGC)

The Company is an EGC pursuant to Jumpstart Our Business Startups Act of 2012 (the JOBS Act). Under Section 102(b) of the JOBS Act, the Company has elected to apply any new or revised financial accounting standard on the same date a company that is not an issuer is required to apply the new or revised accounting standard, if the standard applies to a non-issuer. If the new or revised accounting standard does not apply to a non-issuer, then the Company will apply it according to the transition provisions for a non-EGC. As a result of our election to be treated as an emerging growth company, our financial statements may not be comparable to those of companies that comply with public company effective dates for the adoption of new accounting standards. The Company’s election to use the extended transition period for complying with new or revised accounting standards under Section 102(b) of the JOBS Act had no impact on the consolidated financial statements as of November 30, 2013.

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Recent Accounting Pronouncements

In September 2011, the FASB issued ASU 2011-08, Intangibles - Goodwill and Other, which amends ASC Topic 350 and the current guidance on testing goodwill for impairment. Under the revised guidance, entities testing goodwill for impairment have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. If an entity determines it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, then performing the two-step impairment test is unnecessary. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  The Company adopted this statement effective December 1, 2012. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.

In December 2011, the FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities (Topic 210). The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. The amendments are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The disclosures required by the amendments are required to be applied retrospectively for all comparative periods presented. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements.

All other recent pronouncements issued by the FASB or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the consolidated financial statements of the Company.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information in response to this item is contained elsewhere in this Report beginning on Page F-1.

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, an evaluation of the effectiveness of the design and operation of the our management, with the participation of both of our chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (the “Exchange Act”) Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”).  Based upon that evaluation, our chief executive officer and chief financial officer each concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

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Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of our assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of November 30, 2013.

Changes in Internal Control over Financial Reporting

There have been no changes during the quarter ended November 30, 2013 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.OTHER INFORMATION

None.

PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 MANAGEMENT

Directors and Executive Officers

The following table sets forth the names, ages at February 20, 2014 and principal positions of our directors and executive officers.

Name	Age	Position with the Company	Director Since
Michel G. Laporte,	50	Chairman, Chief Executive Officer and Treasurer	2007
Han Swoong (Nicholas) Ng	38	President*
Johann (John) Loewen	38	Vice President of Operations*
Edward A. Stoltenberg	74	Chief Financial Officer and Secretary
Mike Hallman	38	Vice President of Project Management*
Steven Anthony	55	Vice President of Sales and Marketing*
Afrin Shams	37	Chief Accounting Officer*
Kebir Ratnani	63	Director	2008
John Pappain	76	Director	2012
Perichiyappan Senthilnathan	62	Director	2012
Anthony T. Williams	67	Director	2012

*These officers also hold the same positions at our wholly owned subsidiary, Methes Canada and receive all of their cash compensation from that entity.

The principal occupation and business experience for at least the last five years for each director and executive officer is set forth below.

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Michel G. Laporte has served as our Chairman, Chief Executive Officer, Treasurer and Secretary since June 2007. Mr. Laporte also served as President, Chief Executive Officer and a director of SunSi Energies Inc., a trichlorosilane producer, from March 2009 to December 2010, and provides ongoing consulting services to World Asset Management Inc., which holds 514,095 shares of our Common Stock. We believe Mr. Laporte is qualified to serve as a director because of his demonstrated leadership skills as our Chief Executive Officer since 2007, his senior executive experience with public corporations and his extensive background and experience in international transactions.

Edward A. Stoltenberg has served as our Chief Financial Officer since November 2011. Prior thereto, and since 1999, Mr. Stoltenberg was a Managing Director of Phoenix Financial Services LLC, an investment banking firm, which provides financial services to middle market public and private companies.  From March 2007 to July 2013, Mr. Stoltenberg was a Director of Converted Organics Inc. a manufacturer of organic fertilizer. Mr. Stoltenberg is a certified public accountant. He holds a B.A. from Ohio Wesleyan University and an M.B.A. from the University of Michigan.

Han Swoong (Nicholas) Ng has served as our President, or that of Methes Canada, of which he is a co-founder, since February 2012. Prior thereto, he served as Director of Business Development for Methes Canada since December 2004. Mr. Ng holds a B.A. from the University of Toronto.

Johann (John) Loewen has served as our Vice President of Operations, or that of Methes Canada, of which he is a co-founder, since February 2012. Prior thereto, Mr. Loewen had been President of Methes Canada since December 2004.

Steven Anthony has served as our Vice President of Sales and Marketing, or that of Methes Canada, since August 2008. Prior thereto, Mr. Anthony had been employed by LANMark Systems Inc. as a sales and marketing consultant to information technology and services companies.

Michael Hallman has served as our Vice President of Project Development, or that of Methes Canada, since September 2011. Prior thereto, he was Vice President of Operations at Turnkey Modular Systems Inc., or TKMS, a design and build firm specializing in sanitary process piping systems for the biotech, pharmaceutical, nutraceutical, and cosmetics industries, since 2005. At TKMS, Mr. Hallman was responsible for the design, development and delivery of our biodiesel processors. TKMS is the exclusive manufacturer of our biodiesel processors.

Afrin Shams has served as our Chief Accounting Officer since May 2010. Prior thereto from February 2008, Ms. Shams was a Senior Staff Accountant with Sloan Partners, LLP a Chartered Accounting Firm, where she managed audits, reviews and compilations in various industries. From September 2005 to February 1, 2008, she was employed as a staff accountant at Vottero Fremes McGrath Yee, a chartered accounting firm. Ms. Shams is a Chartered Accountant.

Kebir Ratnani has served as a director since 2008. He has been Senior Vice President of SNC Lavalin - International, an international engineering and construction group since 2000, where he is responsible for water, energy and infrastructure projects in Africa, the Middle East and Latin America. Mr. Ratnani is a director of Sofame Technologies Inc., a manufacturer of heat recovery equipment, and of SunSi Energies Inc. Mr. Ratnani is qualified to serve as a director because of his extensive business background and his long service in senior executive positions in clean energy and other related industries. In particular, we believe his experience and background in dealing with government agencies in more than 20 countries on energy and waste water projects, his experience in personnel management and his training and experience as a Chemical Engineer has enabled him to make an important contribution to our board.

John Pappain has served as a director since the effective date of our initial public offering on October 12, 2012 and been President and Chief Executive Officer of Terrajay Holdings Energy Consultants since 2005. Mr. Pappain has created, co-founded, arranged financing and constructed numerous renewable energy production facilities, including the Peel Resource Recovery Inc. Energy from Waste power plant in partnership with the Regional Municipality of Peel and Ontario Hydro, and the Medical Waste Processing Facility, both located in Brampton, Ontario, Canada. Mr. Pappain is qualified to serve as a director because of his experience as a consultant to renewable energy businesses. We believe his experience in financing and constructing renewable energy facilities and his extensive background in dealing with environmental laws will enable him to make an important contribution to our board.

Perichiyappan Senthilnathan (Senthil) has served as a director since the effective date of our initial public offering on October 12, 2012 and as Technical Director for EnviroGem Inc. a provider of environmental solutions and technical services since October 1995. Mr. Senthilnathan also serves on the Methes International Advisory Board. Mr. Senthilnathan is qualified to serve as a director because of his extensive business background and his experience in environmental businesses. In particular, we believe his experience in biodiesel and glycerin treatment, his training as a Chemical Engineer and his experience with Fortune 500 companies will enable him to make an important contribution to our board.

Anthony T. Williams has served as a director since the effective date of our initial public offering on October 12, 2012 and has been an independent financial and business consultant since 2002. From 2006 until 2007, he served as Chairman of the Board of Anvil Holdings, Inc., a manufacturer of active wear and other apparel which filed a voluntary plan of reorganization under Chapter 11 in 2006. He was President and Chief Operating Officer and Chief Financial Officer of Pillowtex Corporation/Fieldcrest Cannon, a manufacturer of home fashion brands from 2000 to 2002, leading that corporation through bankruptcy reorganization proceedings which commenced in 2000 and from which it emerged in May 2002. He is a Chartered Accountant. Mr. Williams is qualified to serve as a director because of his extensive business background and experience. In particular, we believe that his training and certification as a Chartered Accountant and his experience as a Chief Operating Officer and Chief Financial Officer of major public corporations bring valued knowledge and experience to our board.

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Each of Messrs. Ratnani, Pappain, Senthilnathan and Williams (the “Independent Directors”) qualifies as independent as defined by the independence standards established under the applicable rules of the SEC and Nasdaq Rule 5605(a)(2).

Committees of the Board of Directors

The board has established three standing committees: an audit committee, a compensation committee and a corporate governance and nominating committee. Each committee will be made up entirely of independent directors as defined in Nasdaq Rule 5605(a)(2).

Audit Committee. The audit committee oversees our accounting and financial reporting processes, internal systems of accounting and financial controls, relationships with auditors and audits of financial statements.  Specifically, the audit committee’s responsibilities include the following:

● selecting, hiring and terminating our independent auditors;

● evaluating the qualifications, independence and performance of our independent auditors;

● approving the audit and non-audit services to be performed by the independent auditors;

● reviewing the design, implementation and adequacy and effectiveness of our internal controls and critical accounting policies;

● overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and other accounting matters;

● reviewing with management and our independent auditors, any earnings announcements and other public announcements regarding our results of operations; and

● overseeing the preparation of the report that the SEC requires in our annual proxy statement.

Anthony T. Williams is chairman of the audit committee and the other members of the audit committee are Messrs. Pappain and Senthilnathan. The board has determined that Mr. Williams will be qualified to be an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K, and all audit committee members will be qualified to be “independent” for purposes of Nasdaq listing standards and Rule 10A-3(b) under the Exchange Act.

Compensation Committee. The compensation committee assists the board in determining the development plans and compensation of our officers, directors and employees. The members of the compensation committee are Messrs. Pappain, Ratnani and Senthilnathan.  Specific responsibilities include the following:

● approving the compensation and benefits of our executive officers;

● reviewing the performance objectives and actual performance of our officers; and

● administering our stock option and other equity and incentive compensation plans.

Corporate Governance and Nominating Committee. The corporate governance and nominating committee will assist the board by identifying and recommending individuals qualified to become members of the board. The members of the corporate governance and nominating committee are Messrs. Pappain, Ratnani and Senthilnathan.  Specific responsibilities include the following:

● evaluating the composition, size and governance of our board and its committees and make recommendations regarding future planning and the appointment of directors to our committees;

● establishing a policy for considering stockholder nominees to our board;

● reviewing our corporate governance principles and making recommendations to the board regarding possible changes; and

● reviewing and monitoring compliance with our code of ethics and insider trading policy.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Pursuant to Section 16(a) of the Exchange Act, our directors, officers and beneficial owners of more than 10% of our Common Stock are required to report their beneficial ownership of Common Stock and any changes in that ownership to the SEC. Officers, directors, and greater-than-10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on review of the copies of such forms furnished to us, or written representations that no Forms 5 were required, we believe that all Section 16(a) filing requirements applicable to our officers, directors, and greater-than-10% stockholders were complied with during the fiscal year ended November 30, 2013.

CODE OF ETHICS

We maintain a Code of Ethics to provide guidance on sustaining our commitment to high ethical standards. The code applies to our principal executive officer, principal financial officer and other persons performing similar functions, as well as all of our other employees and directors. This Code of Ethics is posted on our website at www.methes.com.

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ITEM 11.EXECUTIVE COMPENSATION

 Summary of Compensation

For the year ended November 30, 2013, Michel G. Laporte, our chairman and chief executive officer, was paid total compensation of $50,000 and no other executive officer received compensation in excess of $100,000.  For the year ended November 30, 2012, Mr. Laporte was paid total compensation of $5,000 and no other executive officer received compensation in excess of $100,000.

The primary objective of our executive compensation program is to attract and retain qualified, energetic managers who are enthusiastic about our mission and culture. A further objective of the compensation program is to provide incentives and reward each manager for their contribution. In addition, we strive to promote an ownership mentality among key leadership and the board of directors.

It is our intention to set total executive cash compensation at levels sufficient to attract and retain a strongly motivated leadership team. Each executive’s current and prior compensation is considered in setting future compensation. In addition, we review the compensation practices of other companies. To some extent, our compensation plan is based on the market and the companies we compete against for executive management. The elements of our proposed compensation plan, base salary, bonus and stock options, are similar to the elements of compensation used by many companies.

Risks Arising from the Company’s Compensation Policies and Practices

Messrs. Laporte and Ratnani have reviewed our compensation policies and practices, and based on their review, concluded that any risks associated with our compensation programs are not reasonably likely to have a material adverse effect on Methes.

Outstanding Equity Awards at Fiscal-Year End

The following table details all outstanding equity awards held by Mr. Laporte at November 30, 2013:

	Outstanding Equity Awards at Fiscal Year-End
	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable (1)		Option Exercise  Price ($)		Option Expiration Date	Number of Shares or Units of Stock that have not vested (#) (2)		Market Value of Shares or Units of Stock that have not vested ($)(3)
Michel Laporte		52,151		3.84	12/4/2019		-		-

(1)  Consists of stock option grants awarded under the 2008 Plan (described below) at fair market value on the date of grant.

Director Compensation

The following table presents information relating total compensation for our Independent Directors for the fiscal year ended November 30, 2013.

Name	Fees Earned or Paid in Cash		Option Awards(1)		All Other Compensation		Total
John Pappain (2)	$	—	$	58,435	$	—	$	58,435
Kebir Ratnani (2)		—		58,435		—		58,435
Perichiyappan Senthilnathan (2)		—		58,435		—		58,435
Anthony T. Williams (2)		—		58,435		—		58,435

(1) The 2013 expense as calculated for a stock option grant covering 20,000 shares of our Common Stock in accordance with FASB ASC 718.

(2) At November 30, 2013: (i) Mr. Pappain held an option exercisable for 20,000 shares at an exercise price of $3.94 per share; (ii) Mr. Ratnani held options exercisable for an aggregate of 52,593 shares at exercise prices ranging from $3.84 to $3.94 per share; (iii) Mr. Senthilnathan held options exercisable for an aggregate of 26,518 shares at exercise prices ranging from $3.84 to $3.94 per share; and (iv) Mr. Williams held options exercisable for 20,000 shares at an exercise price of $3.94 per share.  The number of shares to be acquired upon exercise assumes that the options were fully exercisable at November 30, 2013.

43

Limitations of Directors’ Liability and Indemnification

Our articles of incorporation provide that a director will not be personally liable to us or to our stockholders for monetary damages for breach of their fiduciary duty of care as a director, including breaches which constitute gross negligence. This provision does not eliminate or limit the liability of a director:

Our articles of incorporation also provide that we indemnify and hold harmless each of our directors and officers, to the fullest extent authorized by law, against all expense, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement), reasonably incurred or suffered by such person in connection their service as our director or officer. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors, officers and controlling persons pursuant to our certificate of incorporation, bylaws or Nevada law, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Equity Incentive Plans

In 2008, our stockholders approved the Amended and Restated Directors, Officers and Employees Stock Option Plan (the “2008 Plan”) providing for the issuance of up to 391,134 shares through grants of incentive and non-qualified stock options, shares of restricted stock and tandem stock appreciation rights (“TSARs”) to our employees, consultants and directors. In 2012, our stockholders approved the 2012 Equity Incentive Plan (the “2012 Plan and, collectively with the 2008 Plan, the “Plans”) providing for the issuance of up to 400,000 shares. The 2012 Plan is identical to the 2008 Plan, except for its name, the number of shares which can be awarded thereunder, and a provision allowing Methes to satisfy TSARs either in cash or shares of Common Stock. The Plans give our board of directors the ability to provide incentives to attract and retain the personnel necessary for our success.

A total of 791,134 shares of our Common Stock are reserved for issuance under the Plans. If an award expires or terminates unexercised or is forfeited to us, the shares underlying the option award become available for further awards under the plan. The purpose of the Plans is to provide incentives to employees, directors and consultants whose performance will contribute to our long-term success and growth, to strengthen Methes’ ability to attract and retain employees, directors and consultants of high competence, to increase the alignment of interests of such people with those of our stockholders and to help build loyalty to Methes through recognition and the opportunity for stock ownership. The compensation committee of the board will administer the Plan and, except as otherwise provided in the Plans, will have complete authority and discretion to determine the terms of awards.

Eligibility

Under the Plans, incentive stock options and TSARs may be granted only to employees and non-qualified stock options, TSARs and restricted stock may be granted to employees, directors and consultants.

Term and Amendment of the Plans

Unless terminated earlier, the 2008 Plan will expire in 2018 and the 2012 Plan will expire in 2022. Our board may amend the Plans, provided that no amendment will be effective without approval of our stockholders if stockholder approval is required to satisfy any applicable statutory or regulatory requirements.

Terms of Options, TSARs and Restricted Stock

The Plans permit the granting of both incentive stock options and nonqualified stock options. Under the terms of the plan, the option price of both incentive stock options and non-qualified stock options must be at least equal to 100% of the fair market value of the shares on the date of grant. The maximum term of each option is ten years. For any participant who owns shares possessing more than 10% of the voting rights of Methes’ outstanding shares of Common Stock, the exercise price of any incentive stock option must be at least equal to 110% of the fair market value of the shares subject to such option on the date of grant and the term of the option may not be longer than five years. Options become exercisable at such time or times as the compensation committee may determine at the time it grants options, but become exercisable immediately on a change of control as defined under the Plans. Shares of restricted stock may be granted under the Plans for such consideration, including promissory notes and services, as may be determined by the board. Shares of restricted stock may be subject to such forfeiture provisions as are determined by board and may also include restrictions on transferability and repurchase by us.

TSARs may be granted in the discretion of the board together with incentive and non-qualified stock options. TSARs will expire on the same date as a related option and, if exercised by the holder, will extinguish the equivalent number of options to which they relate. On the exercise of a TSAR, the holder will be entitled to be paid an amount equal to the differential between the fair market value of the number of shares for which the TSAR is exercised and the aggregate exercise price of the options for those shares, provided however that with respect to TSARs under the 2012 Plan, we, in our discretion, may pay that fair market value either in cash or in shares of Common Stock valued at their fair market value on the date of exercise.

Federal Income Tax Consequences

Incentive Stock Options. The grant of an incentive stock option will have no immediate tax consequences to Methes or its employee. If the employee exercises an incentive stock option and does not dispose of the acquired shares within two years after the grant of the incentive stock option nor within one year after the date of the transfer of such shares to him or her (a “disqualifying disposition”), he or she will realize no compensation income and any gain or loss that he or she realizes on a subsequent disposition of such shares will be treated as a long-term capital gain or loss. For purposes of calculating the employee’s alternative minimum taxable income, however, the option will be taxed as if it were a nonqualified stock option.

44

Non-qualified Stock Options. The grant of non-qualified stock options will have no immediate tax consequences to Methes or the grantee. The exercise of a non-qualified stock option will require an employee to include in gross income the amount by which the fair market value of the acquired shares on the exercise date (or the date on which any substantial risk of forfeiture lapses) exceeds the option price. Upon a subsequent sale or taxable exchange of the shares acquired upon exercise of a non-qualified stock option, an employee will recognize long or short-term capital gain or loss equal to the difference between the amount realized on the sale and the tax basis of such shares. Methes will be entitled (provided applicable withholding requirements are met) to a deduction for Federal income tax purposes at the same time and in the same amount as the employee is in receipt of income in connection with the exercise of a non-qualified stock option.

Restricted Stock. Generally, restricted stock is not taxable to a participant at the time of grant, but instead is included in ordinary income (at its then fair market value) when the restrictions lapse. A participant may elect to recognize income at the time of grant, in which case the fair market value of the stock at the time of grant is included in ordinary income and there is no further income recognition when the restrictions lapse. Methes will be entitled, in general, to a tax deduction in an amount equal to the ordinary income recognized by the participant, except to the extent that such participant’s total compensation for the taxable year exceeds one million dollars, in which case such deduction may be limited by section 162(m) of the Code unless any such grant of restricted stock is made pursuant to a performance-based benchmark established by the compensation committee.

The following table sets forth the information about our Plans as of November 30, 2013:

Equity Compensation Plan Information

	Number of securities to be issued upon exercise of outstanding options and warrants		Weighted average exercise price of outstanding options and warrants		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by stockholders		365,931	$	3.94		425,203

45

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of February 20, 2014 regarding the beneficial ownership of our Common Stock by (i) our named executive officer, (ii) each of our directors, (iii) each person we know to beneficially own more than 5% of our outstanding Common Stock, and (iv) all directors and executive officers of Methes as a group. All shares of our Common Stock shown in the table reflect sole voting and investment power. For purposes of computing the number and percentage of shares beneficially owned by a security holder, any shares which such person has the right to acquire presently or within 60 days of February 20, 2014 are deemed to be outstanding, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other security holder. All percentages computed based on 8,372,266 shares of Common Stock outstanding as of February 20, 2014.

Name and address of beneficial owner	Common Shares Beneficially Owned			Percent of Common Shares Beneficially Owned
Directors and Named Executive Officers
Michel G. Laporte		795,305	(1)		9.4	%
John Pappain		6,518	(2)		*
Kebir Ratnani		32,594	(3)		*
Perichiyappan Senthilnathan		6,518	(4)		*
Anthony T. Williams		3,000	(5)		*
All directors and executive officers as a group(11 persons)		1,866,883	(6)		21.7	%
5% Stockholders
Abraham Dyck 1B Maple Ave West Beeton, Ontario, L0G 1A0, Canada		434,593			5.2	%
Johan (John) Loewen 4170 Slade View Cres. Unit 5 Mississauga, L5L 0A1 Canada		486,744	(1)		5.8	%
Han Swoong (Nicholas) Ng 4170 Slade View Cres. Unit 5 Mississauga, L5L 0A1 Canada		486,744	(1)		5.8	%

*Less than 1%

(1) Includes 52,151 shares underlying options.

(2) Consists of 6,518 shares held by Terrajay Holdings Inc., in which Mr. Pappain holds a controlling interest.

(3) Consists of 32,594 shares underlying options.

(4) Consists of 6,518 shares underlying options.

(5) Includes (i) 1,000 shares underlying Class A warrants, each to purchase one share of Common Stock at an exercise price of $7.50; and (ii) 1,000 shares underlying Class B warrants, each to purchase one share of Common Stock at an exercise price of $10.00.

(6) Includes 238,025 shares underlying options and warrants beneficially owned by all directors and executive officers as a group.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Policies and Procedures for Review and Approval of Related Person Transactions

The Audit Committee reviews statements of related parties required to be disclosed in the proxy statement. In evaluating related person transactions, the Audit Committee considers all factors it deems appropriate, including, without limitation, whether the related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the related person’s interest in the transaction, and whether products or services of a similar nature, quantity, or quality are readily available from alternative sources.

As required under the Audit Committee Charter, our Audit Committee is responsible for reviewing and approving all related party transactions for potential conflict of interest situations. A related party transaction refers to transactions required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC.

46

Related Person Transactions

In January 2011, Methes borrowed $150,000 from Michel G. Laporte pursuant to a demand note bearing interest at 8% per annum. As of November 30, 2013, the balance owed on this note including interest was approximately $184,000. Mr. Laporte is the Chairman and Chief Executive Officer of Methes.

In fiscal year 2013, Methes borrowed a total of $623,000 from Michel G. Laporte pursuant to a demand note bearing interest at 8% per annum.  As of November 30, 2013, a total principal amount of $110,000 was repaid and the balance owed on this note including interest was approximately $535,000.

In September 2007, Methes entered into an exclusive manufacturing agreement with TKMS for the manufacture of its Denami processors.  Methes entered into a new exclusive manufacturing agreement with TKMS on August 27, 2012 for a three-year term expiring in August 2015.  During the years ended November 30, 2012 and 2013, Methes purchased equipment from TKMS in the amounts of $2,611,266 and $45,853, respectively.  Michael Hallman, Vice President of Project Development for Methes, is the son of Paul Hallman, the Chief Executive Officer and sole stockholder of TKMS.

Director Independence

In accordance with the listing standards of The NASDAQ Stock Market LLC, the Board must consist of a majority of independent directors. Each of Messrs. Ratnani, Pappain, Senthilnathan and Williams qualifies as independent as defined by the independence standards established under the applicable rules of the SEC and Nasdaq Rule 5605(a)(2). In making these determinations, the Board reviewed information provided by the directors and us with regard to each director’s business and personal activities as they may relate to us and our management.

ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES

Disclosure about Fees

The following table shows the aggregate fees that we paid or accrued for the audit and other services provided by MNP LLP (successor of MSCM LLP), our independent registered public accountants, for fiscal years 2013 and 2012:

	2013		2012
Audit fees	$	128,825	$	171,551
Audit related fees		—		—
Tax fees		3,640		—
All other fees	$	—		26,940
Total fees	$	132,465	$	198,491

PART IV

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Report:

     1. Financial Statements. The following financial statements and the report of Methes’ independent auditor thereon, are filed herewith.

1.	Report of Independent Registered Public Accounting Firm
2.	Consolidated Balance Sheets as of November 30, 2013 and 2012
3.	Consolidated Statements of Operations for the years ended November 30, 2013 and 2012
4.	Consolidated Statements of Changes in Stockholders’ Equity for the years ended November 30, 2013 and 2012
5.	Consolidated Statements of Cash Flows for the years ended November 30, 2013 and 2012
6.	Notes to Consolidated Financial Statements

     2. Financial Statement Schedules.

     None.

47

     3.Exhibits Incorporated by Reference or Filed with this Report.

Exhibit Number	Description
3.1	Amended and Restated Articles of Incorporation of Methes Energies International Ltd. filed on July 6, 2012(2)
3.1(a)	Certificate of Designation of Series A-1 10% Cumulative Convertible Preferred Stock filed on September 17, 2013 (9)
3.1(b)	Certificate of Correction to the Series A-1 Certificate of Designation filed on November 20, 2013*
3.1(c)	Certificate of Designation of Series A-2 10% Cumulative Convertible Preferred Stock filed on November 20, 2013*
3.2	2012 Amended and Restated Bylaws(1)
4.1	Specimen stock certificate(1)
4.2	Form of warrant agreement, including form of Class A and Class B warrants(4)
4.3	Specimen unit certificate(1)
4.4	Form of representative’s warrant(4)
4.5	Form of warrant agreement issued in the November Offering and the January Offering for 65,189 and 26,075 shares of Common Stock, respectively, at an exercise price of $7.67 per share(1)
4.6	Final Form of Placement Agent Warrant issued in the February 2013 Private Placement (5)
4.7	Promissory Note, dated July 11, 2013, in the principal amount of $1,536,000 (CDN$1,600,000), bearing interest at the rate of 12.0% per annum issued to 1730636 Ontario Limited (7)
4.8	Demand Grid Promissory Note issued to BridgingFactor Inc. dated August 13, 2013 (8)
4.9	Form of Warrant Agreement issued in the Common Stock Unit Offering (10)
10.1	Amended and Restated 2008 Directors, Officers and Employees Stock Option Plan(1)
10.2	2012 Directors, Officers and Employees Stock Option Plan(1)
10.3	Form of Non-Statutory Stock Option Agreement(1)
10.4	Form of Incentive Stock Option Agreement(1)
10.5	Form of 8% Demand Note made by the Company to World Asset Management, Inc. in the aggregate principal amount of $1,280,000; and Michael G. Laporte in the amount of $150,000(1)
10.5(i)	Commitment by noteholders to defer payment on Demand Notes(4)
10.6	Lease Agreement dated November 5, 2007, by and between Methes Energies Canada Inc. and The Erin Mills Development Corporation(1)
10.7	Non-Repayable Contribution Agreement dated February 9, 2009, by and between Methes Energies Canada Inc. and Canada(1)
10.8	Non-Repayable Contribution Agreement dated December 6, 2011, by and between Methes Energies Canada Inc. and Canada(1)
10.9	Promissory Notes from Methes to World Asset Management each in the amount of $500,000 and dated March 12 and April 26, 2012(2)
10.10	Letter re Term Loan Facility between Methes Energies Canada, Inc. and TCE Capital Corporation dated June 12, 2012(2)
10.11	Exclusive Marketing Agreement dated as of August 27, 2012 between Methes Energies Canada, Inc. and Turnkey Modular Systems, Inc.(3)
10.12	Form of Non-Statutory Stock Option Agreement under the 2012 Directors, Officers and Employees Stock Option Plan (7)

48

10.13	Form of Incentive Stock Option Agreement under the 2012 Directors, Officers and Employees Stock Option Plan(7)
10.14	Term Loan Facility Agreement between Methes Energies Canada, Inc. and 1730636 Ontario Limited, dated June 24, 2013 (7)
10.15	Security Agreement, dated July 11, 2013, between Methes Energies Canada, Inc. and 1730636 Ontario Limited securing the July 2013 Note (7)
10.16	Collateral Mortgage on the real property located at Sombra, Ontario securing the July 2013 Note (7)
10.17	Master Factoring Agreement between Methes Energies Canada, Inc. and BridgingFactor Inc. dated August 13, 2013 (8)
10.18	Security Agreement, dated August 13, 2013, between Methes Energies International Ltd. and BridgingFactor Inc. (8)
10.19	Security Agreement, dated August 13, 2013, between Methes Energies USA Ltd. and BridgingFactor Inc. (8)
14.1	Code of Ethics (6)
21.1	Subsidiaries of Methes Energies International Ltd.(1)
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**

*     Filed herewith.

** Furnished with this report. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

(1)	Filed as an exhibit to our Registration Statement on Form S-1 (SEC No. 333-182302) on June 22, 2012 and incorporated herein by reference.
(2)	Filed as an exhibit to Amendment #1 to our Registration Statement on Form S-1 (SEC No. 333-182302) on August 14, 2012 and incorporated herein by reference.
(3)	Filed as an exhibit to Amendment #2 to our Registration Statement on Form S-1 (SEC No. 333-182302) on August 30, 2012 and incorporated herein by reference.
(4)	Filed as an exhibit to Amendment #4 to our Registration Statement on Form S-1 (SEC No. 333-182302) on October 5, 2012 and incorporated herein by reference.
(5)	Filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2013 and incorporated herein by reference.
(6)	Filed as Exhibit 14.1 to our Annual Report on Form 10-K for the fiscal year ended November 30, 2012 and incorporated herein by reference.
(7)	Filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended May 31, 2013 and incorporated herein by reference.
(8)	Filed on August 20, 2013 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
(9)	Filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2013 and incorporated herein by reference.
(10)	Filed on December 26, 2013 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.

49

SIGNATURES

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

	METHES ENERGIES INTERNATIONAL LTD.
Date: February 24, 2014	By:	/s/ Michel G. Laporte
		Michel G. Laporte - Chairman and Chief Executive Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Methes Energies International Ltd. and in the capacities indicated on this 24th day of February 2014.

/s/ Michel G. Laporte	Chairman and Chief Executive Officer
Michel G. Laporte	(Principal Executive Officer)
/s/ Edward A. Stoltenberg	Chief Financial Officer
Edward A. Stoltenberg	(Principal Financial and Accounting Officer)
/s/ Kebir Ratnani	Director
Kebir Ratnani
/s/ John Pappain	Director
John Pappain
/s/ Anthony T. Williams	Director
Anthony T. Williams
/s/ Perichiyappan Senthilnathan	Director
Perichiyappan Senthilnathan

50

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Methes Energies International Ltd. and Subsidiaries

Audited Consolidated Financial Statements

For the Fiscal Years Ended

November 30, 2013 and 2012

Reports of Independent Registered Public Accounting Firms	F-2 - F-3
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations	F-5
Consolidated Statements of Stockholders’ Equity	F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8 to F-28

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board or Directors and Stockholders of

Methes Energies International Ltd. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Methes Energies International Ltd. (the "Company") as of November 30, 2013, and the related consolidated statements of operations, stockholders' equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The financial statements for the year ended November 30, 2012 were audited by other auditors who expressed an opinion without reservation on those statements in their audit report dated February 20, 2013.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Methes Energies International Ltd. and subsidiaries as of November 30, 2013, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

SIGNED: "MNP LLP"

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

February 24, 2014

F-2

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Methes Energies International Ltd. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Methes Energies International Ltd. and subsidiaries (the “Company”) as of November 30, 2012, and the related consolidated statements of operations, stockholders' equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Methes Energies International Ltd. and subsidiaries as of November 30, 2012, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Signed: “MSCM LLP”

Chartered Accountants

Licensed Public Accountants

Toronto, Ontario

February 20, 2013

F-3

METHES ENERGIES INTERNATIONAL LTD.

Consolidated Balance Sheets

(Expressed in US dollars)

	As at			As at
	November 30,			November 30,
	2012			2013
ASSETS
Current assets
Cash and cash equivalents	$	402,724		$	174,084
Accounts receivable, net (notes 3, 14 and 16)		303,418			1,154,916
Inventories (note 4)		1,196,798			801,063
Prepaid expenses and deposits		100,972			84,990
Deferred financing fees		26,334			49,139
Total current assets		2,030,246			2,264,192
Deposits		13,813			30,398
Property, plant and equipment, net (note 5)		8,231,826			8,178,694
Intangible assets, net (note 6)		413,027			393,015
Total assets	$	10,688,912		$	10,866,300
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Credit facility (note 9)	$	-		$	1,019,513
Accounts payable and accrued liabilities (notes 7 and 14)		1,762,666			2,977,957
Customer deposits		-			8,185
Short-term loans (note 8)		1,509,600			1,961,651
Payable to related parties and others (note 10)		1,617,999			2,251,402
Total liabilities		4,890,265			8,218,708
Stockholders' equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized; Nil and 260,782 shares issued or outstanding as at November 30, 2012 and  2013, respectively (note 12)		-			261
Common stock, $0.001 par value, 75,000,000 shares authorized; 6,553,169 and 7,231,417 shares issued and outstanding at November 30, 2012 and  2013, respectively (note 12)		6,553			7,231
Additional paid-in capital		16,033,123			18,532,803
Accumulated deficit		(10,241,029	)		(15,892,703	)
Total stockholders' equity		5,798,647			2,647,592
Total liabilities and stockholders' equity	$	10,688,912		$	10,866,300

Commitments (note 15)

See accompanying notes to consolidated financial statements

F-4

METHES ENERGIES INTERNATIONAL LTD.

Consolidated Statements of Operations

(Expressed in US dollars)

	For the Year Ended November 30, 2012			For the Year Ended November 30, 2013
Revenue (notes 14 and 17)
Biodiesel sales	$	5,801,146		$	7,793,420
Feedstock sales		393,208			320,585
Glycerin sales		49,894			111,507
Government incentives (note 16)		299,540			547,046
Equipment sales (note 4)		(241,342)			7,567
Royalties		66,445			33,045
Others		180,857			56,767
		6,549,748			8,869,937
Cost of goods sold (note 4)		6,342,874			8,330,648
Gross profit		206,874			539,289
Operating expenses
Selling, general and administrative expenses (notes 5, 6, 12 and 13)		3,926,627			5,665,778
Loss before interest and taxes		(3,719,753	)		(5,126,489)
Other income (expenses)
Interest expense (notes 8, 9 and 10)		(250,146	)		(525,576)
Interest income		3,134			400
Loss before income taxes		(3,966,765	)		(5,651,665)
Income taxes (note 11)		-			-
Net loss for the year	$	(3,966,765	)	$	(5,651,665)
Net Loss Per Common Share - Basic and Diluted	$	(0.67	)	$	(0.82)
Weighted average number of common shares - Basic and Diluted		5,961,659			6,904,706

See accompanying notes to consolidated financial statements

F-5

METHES ENERGIES INTERNATIONAL LTD.

Consolidated Statements of Stockholders' Equity

For the years ended November 30, 2012 and 2013

(Expressed in US dollars)

	Common Stock				Preferred Stock				Additional Paid-in			Subscription			Accumulated
	Shares		Amount		Shares		Amount		Capital			Receivable			Deficit			Total
Balance at November 30, 2011		5,734,447	$	5,734		-	$	-	$	11,598,421		$	(46,056	)	$	(6,274,264	)	$	5,283,835
Issuance of common stock for  cash (note 12)		258,722		259		-		-		1,984,792			-			-			1,985,051
Issuance of units - IPO (note 12)		560,000		560		-		-		2,799,440			-			-			2,800,000
IPO issuance cost (note 12)		-		-		-		-		(996,477	)		-			-			(996,477	)
Issuance of common stock options to employees and officers (note 13)		-		-		-		-		246,949			-			-			246,949
Penalty shares (note 12)		-		-		-		-		399,998			-			-			399,998
Stock subscription		-		-		-		-		-			46,056			-			46,056
Net loss for the year		-		-		-		-		-			-			(3,966,765	)		(3,966,765	)
Balance at November 30, 2012		6,553,169	$	6,553		-	$	-	$	16,033,123		$	-		$	(10,241,029	)	$	5,798,647
Issuance of common stock units under private placements (note 12)		653,248		653		-		-		2,149,347			-			-			2,150,000
Issuance Cost –Common Stock (note 12)		-		-		-		-		(368,611	)		-			-			(368,611	)
Issuance of Common Stock for services (note 12)		25,000		25		-		-		51,975			-			-			52,000
Issuance of preferred stock units under private placements (note 12)		-		-		260,782		261		622,239			-			-			622,500
Issuance cost – preferred shares (note 12)		-		-						(149,330	)		-			-			(149,330	)
Issuance of common stock options to employees and officers (note 13)		-		-		-		-		194,060			-			-			194,060
Dividends payable on preferred stock units		-		-		-		-		-			-			(9	)		(9	)
Net loss for the year		-		-		-		-		-			-			(5,651,665	)		(5,651,665	)
Balance at November 30, 2013		7,231,417	$	7,231		260,782	$	261	$	18,532,803		$	-		$	(15,892,703	)	$	2,647,592

See accompanying notes to consolidated financial statements

F-6

METHES ENERGIES INTERNATIONAL LTD.

Consolidated Statements of Cash Flows

(Expressed in US dollars)

	For the Year Ended November 30, 2012			For the Year Ended November 30, 2013
Cash flow from operating activities:
Net loss for the year	$	(3,966,765	)	$	(5,651,665)
Adjustments to reconcile net loss  to net cash used in operations
Depreciation and amortization		258,414			463,825
Non-cash stock compensation		246,949			194,060
Unrealized foreign exchange loss (gain)		44,700			(120,966)
Penalty share expense (note 12)		399,998			-
Deferred financing fees amortization		-			48,388
Accrued interest expense		-			164,306
Bad debts		-			25,970
Write-down of processing equipment (note 4)		-			115,600
Changes in operating assets and liabilities:
Accounts receivable		818,905			(877,468)
Inventories		(9,356	)		280,135
Prepaid expenses, deposits and employee loans		(87,809	)		(603)
Accounts payable and accrued liabilities		(678,827	)		1,215,283
Customer deposits		-			8,185
Net cash used in operating activities	$	(2,973,791	)	$	(4,134,950)
Cash flows from investing activities:
Additions to property, plant and equipment		(4,657,100	)		(390,490)
Additions to intangibles assets		(30,000	)		(192)
Net cash used in investing activities	$	(4,687,100	)	$	(390,682)
Cash flows from financing activities:
Credit facility (note 9)		-			1,019,513
Advances of short term loans (note 8)		1,464,900			1,938,040
Repayments of short term loans (note 8)		-			(1,444,350)
Advances from related parties and other		1,097,118			692,258
Repayments to related parties and other		-			(143,835)
Deferred financing fees		(26,334	)		(71,193)
Issuance of Common Stock/Units, net of issuance costs		3,834,630			1,833,389
Issuance of Preferred Stock/Units, net of issuance costs		-			473,170
Net cash provided by financing activities	$	6,370,314		$	4,296,992
NET DECREASE IN CASH AND CASH EQUIVALENTS		(1,290,577	)		(228,640)
Cash and cash equivalents, beginning of year		1,693,301			402,724
CASH AND CASH EQUIVALENTS, END OF YEAR	$	402,724		$	174,084
Supplemental disclosures of cash flow information
Cash paid during year for:
Interest	$	151,665		$	361,270

See accompanying notes to consolidated financial statements

F-7

1.  NATURE OF THE BUSINESS AND FINANCING REQUIREMENTS

Methes Energies International Ltd. (the “Company”, or “Methes”) was incorporated on June 27, 2007 in the State of Nevada. Methes, through its operations in Canada and the United States, is a biodiesel processing equipment provider and a biodiesel producer. The Company has developed biodiesel processing equipment to produce biodiesel from recycled oils. The Company, through its wholly-owned subsidiary Methes Energies Canada Inc. (“Methes Canada”), operates two biodiesel manufacturing facilities; one is located in Mississauga, Ontario with a nameplate production capacity of 1.3 million gallons per year (mmgy), and the second facility is capable of producing 13.0 mmgy of biodiesel located in Sombra, Ontario. In addition to Methes Canada, Methes Energies USA Ltd. ("Methes USA") was incorporated as the wholly-owned subsidiary of the Company on June 27, 2007.

On October 4, 2012, Methes Canada was approved by the U.S. Environmental Protection Agency ("EPA") as a Foreign Renewable Fuel Producer at its Sombra, Ontario plant. As a result the biodiesel produced at its Sombra, Ontario facility also became eligible for export to the United States. Obtaining this approval from the EPA enables the Company to sell its biodiesel produced at its Sombra, Ontario facility into the U.S., and provides its U.S. importer the ability to generate Renewable Identification Numbers ("RINS"). RINS are used in the U.S. by obligated parties to comply with the Renewable Fuel Standard 2 ("RFS2").

On October 12, 2012, the Company’s registration statement on Form S-1 (File No. 333-182302) for its initial public offering (“IPO”) was declared effective by the U.S. Securities and Exchange Commission (“SEC”).  On October 30, 2012, the Company consummated the IPO pursuant to which it sold 560,000 units (each a “Unit”) at a price of $5.00 per Unit, and received net proceeds of $1.8 million, after deducting the underwriting fees and offering expenses. Each Unit consisted of (i) one share of common stock, $.001 par value (“Common Stock”), (ii) one Class A warrant, to purchase one share of Common Stock at an exercise price of $7.50 (each a “Class A Warrant”), and (iii) one Class B warrant, to purchase one share of Common Stock at an exercise price of $10.00 (each a “Class B Warrant”).

The Units were listed on the NASDAQ Capital Market under the symbol “MEILU”.  Up to November 26, 2012, only the Units were traded.  On November 26, 2012, the Common Stock and the Warrants began trading separately under the symbols MEIL, MEILW and MEILZ when the Units ceased trading and were delisted.

As at November 30, 2013, due in large part to the funds spent to develop and build the Sombra facility, the Company had a working capital deficiency of $5,954,516. In order to meet its objectives, the Company required additional financing at November 30, 2013 to get the second machine at Sombra operational and to fund working capital. The Company anticipates that its Sombra facility will generate positive cash flow from operations and will operate profitably once full-scale commercial operations are achieved in the second quarter of fiscal year 2014. It is management’s opinion that the anticipated positive cash flows from operations, cash from additional and refinanced loans along with the proceeds from the subsequent Private Placement referred to in Note 18, will be sufficient to meet the Company’s financing requirements for at least the next 12 months.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a)

Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are expressed in United States dollars. The Company’s fiscal year-end is November 30. The Company is an emerging growth company (EGC) pursuant to Jumpstart Our Business Startups Act of 2012 (the JOBS Act). Under Section 102(b) of the JOBS Act, the Company has elected to apply any new or revised financial accounting standard on the same date a company that is not an issuer is required to apply the new or revised accounting standard, if the standard applies to a non-issuer. If the new or revised accounting standard does not apply to a non-issuer, then the Company will apply it according to the transition provisions for a non-EGC. The Company’s election to use the extended transition period for complying with new or revised accounting standards under Section 102(b) of the JOBS Act had no impact on the consolidated financial statements as of November 30, 2013 and 2012.

b)

Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Methes Canada and Methes USA.  All significant inter-company transactions and balances have been eliminated. Methes Canada was incorporated on December 23, 2004, and became a wholly-owned subsidiary of the Company on September 5, 2007. Methes USA was incorporated as a wholly-owned subsidiary of the Company on June 27, 2007.

F-8

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

c)

Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Areas involving significant estimates and assumptions include: inventory valuation reserves; allowance for doubtful accounts; deferred income tax liabilities and assets, and related valuation allowances; expected future cash flows used in evaluating intangible assets and property, plant and equipment for impairment; estimated useful life of property, plant and equipment and intangible assets; and valuation of stock options and broker warrants. The estimates and assumptions made require judgment on the part of management and are based on the Company’s historical experience and various other factors that are believed to be reasonable in the circumstances. Management continually evaluates the information that forms the basis of its estimates and assumptions as the business of the Company and the business environment generally changes. If historical experience and other factors used by management to make these estimates do not reasonably reflect future activity, the Company’s consolidated financial statements could be materially impacted.

d)

Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of bank deposits held in the United States and Canada.

e)

Inventories The Company’s inventories consist primarily of bulk biodiesel, methanol, catalyst, crude glycerin and biodiesel processing equipment and are valued at the lower of cost and market value, with cost determined on a weighted average basis. Cost for finished goods inventories includes materials, direct labor, and an allocation of overheads. Market for raw materials is replacement cost, and for finished goods is net realizable value. The Company evaluates the carrying value of inventories on a regular basis, taking into account such factors as historical and anticipated future sales compared with quantities on hand and the price the Company expects to obtain for products in the market compared with historical cost.

f)

Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables.  A considerable amount of judgment is required in assessing the amount of the allowance.  The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations, and monitors current economic trends that might impact the level of credit losses in the future.  If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered.

g)   Revenue Recognition Revenue is recognized in accordance with ASC 605, "Revenue Recognition in Financial Statements."  Under ASC 605, product or service revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or service has been performed, the sales price is fixed and determinable and collectability is reasonably assured. The Company has not experienced any material expense in satisfying warranties. Details of specific recognition by product or service categories are as follows:

F-9

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

● Revenue from the sale of biodiesel and its co-product, biodiesel processing equipment and feedstock is recognized when title and possession of the product is transferred to the customer. Possession is transferred to the customer at the time of shipment from the Company’s facility or at the time of delivery to a specified destination, depending on the terms of the sale.

● The ecoENERGY incentive is recognized as revenue when the right to receive is established upon production and sale of biodiesel.

● Revenue from services is recognized as services are performed.

● Royalty revenue is recognized on an accrual basis in accordance with the Sales & Licensing Agreement of the biodiesel processing equipment sale. Royalty is charged on gallons of biodiesel produced by the Company's customers using the Company’s biodiesel processing equipment.

h)   Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with FASB ASC 705 “Cost of Sales and Services”. Shipping and handling costs for the years ended November 30, 2012 and 2013 were $344,146 and $309,675, respectively. Costs related to raw materials purchased, are included in inventory or cost of goods sold, as appropriate. While amounts charged to customers for shipping product are included in revenues, the related outbound freight costs are included in expenses as incurred.

i)   Deferred Financing Fees Costs directly incurred in connection with the IPO were recorded as deferred financing fees until the completion of the IPO. These deferred financing fees were charged against additional paid-in capital upon completion of the IPO. Financing fees relating to other financing arrangements are deferred and amortized over the term of the respective loan. Deferred financing fees as at November 30, 2012 and 2013 were $26,334 and $49,139, respectively.

j)   Financial Instruments The Company’s financial instruments recognized in the consolidated balance sheets and included in working capital consist of cash and cash equivalents, accounts receivable, credit facility, accounts payable and accrued liabilities, amounts due to related parties and other,  and short-term loan. The fair values of these instruments approximate their carrying values due to their short-term maturities.

k)   Fair Value Measurements Financial instruments that are measured subsequent to initial recognition at fair value are grouped into hierarchy based on the degree to which the fair value inputs are observable. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). Fair value measurements are estimated based on inputs categorized as follows:

●	Level 1 inputs include quoted prices (unadjusted) for identical assets or liabilities in active markets that are observable.
●	Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
●	Level 3 includes unobservable inputs that reflect the Company's own assumptions about what factors market participants would use in pricing the asset or liability.
	When measuring fair value, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs.

F-10

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

l)   Foreign Currency Translation The functional currency of the Company and its subsidiaries is the United States dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.  Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. Revenue and expenses are translated at average rates in effect during the reporting periods. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

m)   Income Taxes and Uncertain Tax Positions The Company accounts for income taxes under ASC 740 Accounting for Income Taxes. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740-10-05, Accounting for Uncertainty in Income Taxes, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Potential tax benefits from net operating losses and foreign tax credit carry forwards are not recognized by the Company until their realization is more likely than not. We assess the validity of our conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause us to change our judgment regarding the likelihood of a tax position’s sustainability under audit.  The Company has determined that there were no material uncertain tax positions as at November 30, 2012 and 2013.

n)   Stock-based Compensation The Company maintains a stock-based compensation plans under which incentive stock options to buy Common Stock may be granted to directors, officers and employees. Pursuant to ASC 718, the Company recognizes expense for its stock-based compensation based on the fair value of the awards that are granted. The fair values of stock options are estimated at the date of grant using the Black-Scholes option pricing model, that require the input of highly subjective assumptions. Measured compensation cost is recognized ratably over the vesting period of the related stock-based compensation award. The amount recognized as expense is adjusted to reflect the number of stock options expected to vest. When exercised, stock options are settled through the issuance of Common Stock and are therefore treated as equity awards. The expected volatility of our Common Stock is estimated using an average of volatilities of publicly traded companies in similar renewable energy businesses.

o)   Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line basis at the following annual rates reflecting the estimated useful lives of the assets:

F-11

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Sombra facility:
Building	40 years
Equipment	5 years
Equipment - Denami 3000	25 years
Computer equipment	2 years
Vehicle	10 years
Mississauga facility:
Computer equipment	2 years
Leasehold improvements	Over the lease term
Equipment and fixtures	5 years
Equipment - Denami 600	25 years

p)   Intangible Assets The Company’s finite-lived intangible assets consist of acquired intellectual property from a third party for the design and engineering of Denami 600 and Denami 3000 biodiesel processor equipment.  The intangible assets related to the Denami 600 and Denami 3000 are recorded at cost, less accumulated amortization and the amortization is provided over their 25 year estimated useful life on a straight-line basis.

q)   Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable through undiscounted future cash flows. If impairment exists based on expected future undiscounted cash flows, a loss is recognized in income. The amount of the impairment loss is the excess of the carrying amount of the impaired asset over the fair value of the asset, typically based on discounted future cash flows. The Company has assessed its long-lived assets and has determined that there was no impairment in their carrying amounts at November 30, 2012 and 2013.

r)   Per Share Data Basic earnings per share (“EPS”) is determined by dividing net earnings available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the year. In computing diluted EPS, the average number of shares of Common Stock outstanding is increased by Common Stock options and warrants outstanding if the exercise prices were lower than the average market price of Common Stocks using the treasury stock method. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. Potentially dilutive shares include 1,267,264 warrants and 383,310 Common Stock options issued and outstanding as at November 30, 2012 and 2,678,872 warrants, 260,782 Preferred Stock and 465,931 Common Stock options issued and outstanding as at November 30, 2013. All outstanding warrants, preferred stocks and options have an anti-dilutive effect on the loss per share and are therefore excluded from the determination of the 2012 and 2013 diluted loss per share calculation.

F-12

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

s)   Recent Accounting Pronouncements In September 2011, the FASB issued ASU 2011- 08, Intangibles - Goodwill and Other, which amends ASC Topic 350 and the current guidance on testing goodwill for impairment. Under the revised guidance, entities testing goodwill for impairment have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. If an entity determines it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, then performing the two-step impairment test is unnecessary. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.   The Company adopted this statement effective December 1, 2012. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.   In December 2011, the FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities (Topic 210). The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. The amendments are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The disclosures required by the amendments are required to be applied retrospectively for all comparative periods presented. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements.   All other recent pronouncements issued by the FASB or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the consolidated financial statements of the Company.

F-13

3.  ACCOUNTS RECEIVABLE

The following schedule provides an analysis of the Company’s accounts receivable:

	As at November 30, 2012		As at November 30, 2013
Trade receivables	$	333,418	$	1,184,916
Allowance for doubtful accounts		(30,000)		(30,000)
	$	303,418	$	1,154,916

4.  INVENTORIES

Inventories consisted of the following:

	As at November 30, 2012		As at November 30, 2013
Raw materials	$	330,627	$	345,049
Finished goods		739,205		444,648
Equipment (i)		126,966		11,366
	$	1,196,798	$	801,063

(i)  During fiscal 2013, certain previously returned oil processing research and development related equipment having a cost of $115,600 was written down and is included in cost of goods sold. .

5. PROPERTY, PLANT AND EQUIPMENT

	As at November 30, 2012
			Accumulated		Net Book
	Cost		Depreciation		Value
Sombra site:
Land	$	409,134	$	-	$	409,134
Building		2,820,294		168,663		2,651,631
Equipment		727,020		257,475		469,545
Equipment - Denami 3000		3,964,293		25,059		3,939,234
Mississauga site:
Computer equipment		30,014		20,589		9,425
Leasehold improvements		102,202		45,218		56,984
Equipment and fixtures		255,463		146,782		108,681
Equipment - Denami 600		720,042		132,850		587,192
	$	9,028,462	$	796,636	$	8,231,826

F-14

5. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

	As at November 30, 2013
			Accumulated		Net Book
	Cost		Depreciation		Value
Sombra site:
Land	$	409,134	$	-	$	409,134
Building		2,944,356		241,910		2,702,446
Equipment		775,865		385,400		390,465
Equipment - Denami 3000		4,164,968		189,527		3,975,441
Computer equipment		11,835		5,917		5,918
Vehicle		11,622		291		11,331
Mississauga site:
Computer equipment		23,464		22,148		1,316
Leasehold improvements		102,201		55,610		46,591
Equipment and fixtures		255,463		177,801		77,662
Equipment - Denami 600		720,042		161,652		558,390
	$	9,418,950	$	1,240,256	$	8,178,694

Total depreciation expense included in selling, general and administrative expenses in the consolidated statements of operations related to property, plant and equipment for the year ended November 30, 2012 and 2013 was $241,083 and $443,619, respectively.

6.  INTANGIBLE ASSETS

The major components of finite-lived intangible assets, which consist of acquired intellectual property for the design and engineering of biodiesel processor equipment, were as follows:

	As at November 30, 2012
			Accumulated		Net Book
	Cost		Amortization		Value
Denami 600	$	414,174	$	91,477	$	322,697
Denami 3000		90,735		405		90,330
	$	504,909	$	91,882	$	413,027

	As at November 30, 2013
			Accumulated		Net Book
	Cost		Amortization		Value
Denami 600	$	414,174		108,045	$	306,129
Denami 3000		90,927		4,041		86,886
	$	505,101	$	112,086	$	393,015

Total amortization expense included in selling, general and administrative expenses in the consolidated statements of operations related to intangible assets for the year ended November 30, 2012 and 2013 was $17,331and $20,206, respectively.

Estimated future aggregate amortization expense for fiscal years ending November 30 is as follows:

	2014		2015		2016		2017		2018		Thereafter
Amortization expense	$	20,202	$	20,202	$	20,202	$	20,202	$	20,202	$	292,005

F-15

7.  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities are comprised of the following:

	As at November 30, 2012		As at November 30, 2013
Accounts payable	$	1,128,115	$	2,766,661
Accrued liabilities		634,551		211,296
	$	1,762,666	$	2,977,957

8. SHORT-TERM LOAN S

	As at November 30, 2012		Advances and Reallocations		Interest Accrued		Repayments		Foreign Exchange Adjustments		As at November 30, 2013
Term loan (June 2012)	$	1,509,600	$	-	$	-	$	(1,444,350)	$	(65,250)	$	-
Term loan (July 2013)		-		1,540,640		-		-		(34,080)		1,506,560
Promissory note (i)		-		49,333		3,200		-		-		52,533
Promissory note (ii)		-		397,400		25,915		-		(20,757)		402,558
	$	1,509,600	$	1,987,373	$	29,115	$	(1,444,350)	$	(120,087)	$	1,961,651

Term loan (June 2012)

On June 20, 2012, Methes Canada entered into a term loan facility agreement with a lender that allows Methes Canada to borrow up to $1,412,400 (historical amount of $1,464,900 or CDN$1,500,000). The term loan, which was drawn in late June 2012, was repayable in 12 months and bore interest at 23% per annum. The loan was fully repaid in July 2013 from another term loan entered into on July 12, 2013 discussed below. Interest expense incurred during the year ended November 30, 2012 and 2013 was $149,375 and $212,635, respectively.

Term loan (July 2013)

On July 12, 2013, Methes Canada entered into a term loan facility agreement with a lender (the “Agreement”) pursuant to which Methes Canada is able to borrow up to $1,506,560 (historical amount of $1,540,640 or CDN$1,600,000) for a term of 12 months at an interest rate of 12% per annum (the “July 2013 Facility”). Under the terms of the Agreement, interest is payable monthly and outstanding principal is due at maturity. Outstanding principal would be prepayable after six months upon 30 days’ notice and payment of a penalty equal to one-month's interest. The July 2013 Facility is collateralized by a security agreement from Methes Canada on certain of its assets except for accounts receivable and inventory and a first collateral mortgage on its real property located at Sombra, Ontario.  The July 2013 Facility prohibits payment of debt owed by the Company to certain of its stockholders and a director (see note 10) during the life of the facility and contains other customary debt covenants. See note 18, Subsequent Events, for discharging and refinancing of this loan.

Interest expense incurred during the year ended November 30, 2012 and 2013 was $nil and $70,897, respectively.  

The proceeds from the July 2013 Facility were used to repay the term loan (June 2012) of $1,444,350 (historical amount of $1,464,900 or CDN$1,500,000).

F-16

8. SHORT-TERM LOANS (CONTINUED)

Promissory Notes:

(i)   In January 2010, the Company borrowed $40,000 from a lender and issued to the lender a demand promissory note in the principal amount of $40,000 bearing interest of 8% per annum.  Repayment of the loan and payment of the accrued interest is due upon demand. Interest expense incurred during the year ended November 30, 2012 and 2013 was $3,200 and $3,200, respectively.  Previously, this loan was grouped as payable to related party as the lender held stocks of the Company.  As at November 30, 2013, no stocks are held by the lender and therefore this loan has been regrouped under short-term loans.

(ii)   On January 26, 2013, the Company borrowed $376,640 (historical amount of $397,400 or CDN $400,000) from a lender and issued to the lender a demand promissory note in the principal amount of CDN $400,000 bearing interest of 8% per annum (the "January 2013 Note"). Repayment of the loan and payment of the accrued interest will be due upon demand. Interest expense incurred during the year ended November 30, 2012 and 2013 was $nil and $25,915, respectively. On January 17, 2014, this note was partially settled through issuance of shares of Common Stock. On January 30, 2014, a part of this note was settled through cash repayment.  See 'Subsequent Events', Note 18.

9.   CREDIT FACILITY

On August 16, 2013, Methes Canada entered into and closed on a working capital loan facility from a Toronto, Ontario lending firm (the “Working Capital Facility”). Under the Working Capital Facility, Methes Canada may borrow up to $1,500,000 for its Sombra, Ontario biodiesel manufacturing plant, of which up to $750,000 may be from cash advances against Methes Canada’s accounts receivables through factoring of accounts receivable with full recourse and up to an additional $750,000 in cash advances for use exclusively to purchase feedstock for the production of biodiesel. The Working Capital Facility is secured by a pledge of the accounts receivable and inventory of Methes Canada and Methes USA.

In connection with all borrowings to purchase feedstock, Methes Canada issued a promissory note to the lender bearing a per annum interest rate equal to the Bank of Montreal Prime Rate plus sixteen percent (16%) and is due and payable upon the earlier of demand or August 13, 2014. The effective interest rate as of November 30, 2013 was 19% (16% plus 3% prime rate).  Under the terms of the promissory note, interest only is payable monthly on the last business day of each calendar month. Cash advances against accounts receivables will be based on the amount of the receivables net of a purchase discount as agreed with the lender with an interest rate of Bank of Montreal Prime Rate plus three percent (3%).  Effective interest rate as of November 30, 2013 was 6% (3% plus 3% prime rate). The amounts outstanding under this promissory note must be recorded on the grid schedule provided by the lender. As of November 30, 2013 there is a balance of $1,019,513 payable to the lender under the Working Capital Facility (November 30, 2012 - $nil).

Interest expense incurred for the year ended November 31, 2012 and 2013 was $nil and $65,822, respectively.

10. PAYABLE TO RELATED PARTIES AND OTHERS

Payable to related parties is comprised of the following:

	As at November 30, 2012		As at November 30, 2013
Michel G. Laporte (stockholder and Director)	$	172,389	$	719,230
World Asset Management Inc. (stockholder)		1,396,277		1,495,477
Soft Diffusion SA (see note 8 (i))		49,333		-
Other loan		-		36,695
	$	1,617,999	$	2,251,402

The payables to related parties and others bear interest at a rate of 8% per annum, are unsecured and repayable on demand.  The related parties and others have agreed in writing to postpone the repayment of their debts in favour of the credit facility referred to in note 9. Interest expense for the year ended November 30, 2013 was $135,191 ($97,118  for the year ended  November 30, 2012).

F-17

11. INCOME TAXES

The followingtable reconciles the expected income tax recovery at the statutory federal income tax rate of 34% to the amount recognized in the statements of operations:

	Year Ended November 30, 2012			Year Ended November 30, 2013
Loss before income taxes	$	3,966,765		$	5,651,665
Expected income tax recovery		(1,388,368	)		(1,978,080)
Non-deductible expenses		220,364			74,570
Difference in foreign tax rates, changes in tax rate, foreign exchange impact on translation of tax base and other adjustments		87,315			558,030
Change in valuation allowance		1,080,689			1,345,480
	$	-		$	-

The Company’s deferred income tax assets and liabilities, which are primarily related to Canada, are as follows:

	As at November 30, 2012			As at  November 30, 2013
Deferred income tax assets
Non-capital losses carried forward	$	2,453,326		$	4,024,820
Less: allocated against deferred tax liabilities		(405,383	)		(631,390 )
Less: valuation allowance		(2,047,943	)		(3,393,430)
	$	-		$	-
Deferred tax liabilities
Property, plant and equipment and intangible assets	$	405,383		$	631,390
Less: offset by deferred tax assets		(405,383	)		(631,390)
	$	-		$	-

Since inception to November 30, 2013 the Company has incurred net losses, primarily related to Canada, for tax purposes of $16,211,333, which expire at various times through fiscal 2033. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. However, the potential tax benefit of net operating losses has not been recognized in these consolidated financial statements due to the uncertainty of their realization.

As at November 30, 2013 and 2012, the Company is not subject to any uncertain tax positions.

F-18

12. STOCKHOLDERS’ EQUITY

         Common Stock

The Company is authorized to issue 75,000,000 shares of Common Stock with a par value of $0.001 and had 6,553,169 and 7,231,417 shares of Common Stock issued and outstanding as of November 30, 2012 and 2013, respectively.

	No. of Shares		Price per Share
Common Stock
Balance as at November 30, 2011		5,734,447
Issuance for cash		258,722	$	7.67
October 2012 – IPO issuance		560,000	$	5.00
Balance as at November 30, 2012		6,553,169
February 2013 Private Placement		425,000	$	4.00
August 2013 Private Placement		28,248	$	1.77
November 2013 Private Placement		200,000	$	2.00
November 2013 Issuance		25,000	$	2.08
		7,231,417

February 2013 Private Placement:

In the February 2013 Private Placement, the Company issued 425,000 Units to accredited investors at a price of $4.00 per unit and raised net proceeds of approximately $1,493,850, after deducting the sales commission and fees. Each Unit consists of one share of Common Stock, one Class A Warrant and one Class B Warrant, identical to the securities issued under the IPO. Each Class A and Class B warrant is exercisable to purchase one share of Common Stock at $7.50 and $10.00, respectively, and expires on October 12, 2017.

In connection with the issuance of the Units in the February 2013 Private Placement, the Company issued warrants to purchase an aggregate of 42,500 Units, with an exercise price of $4.20 per Unit, to the placement agents for the February 2013 Private Placement. The fair value of these warrants on the issuance date was $101,600, which has been recorded to additional paid-in capital. This amount was estimated using the Black-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 0.89%, a dividend yield of 0%, and an expected volatility of 75% (see Stock Warrants table below).

August 2013 Private Placement:

In August 2013, the Company raised gross proceeds of $50,000 in the Regulation S Private Placement, pursuant to which it issued 28,248 shares of Common Stock and 28,248 Regulation S Warrants.  Under the Regulation S Private Placement, the Company is authorized to sell, issue and deliver up to 1,000,000 units at a price per unit equal to the closing price per share of Common Stock on the trading day immediately preceding each closing plus $0.125.  Each unit consists of one share of Common Stock and one Regulation S Warrant.

November 2013 Private Placement:

In November 2013, the Company commenced a private offering of 1,281,161 common stock units ("Common Stock Units") at $2.00 per unit (the “Common Stock Unit Private Placement”).  Each unit consisted of one share of Common Stock and one five year Common Stock purchase warrant to purchase one share of Common Stock at an exercise price of $4.00 per share, which are exercisable beginning six months after the issuance date (the “Common Stock Warrant”).  In November 2013, the Company sold an aggregate of 200,000 Common Stock Units to accredited investors and raised net proceeds of approximately $363,000, after deducting the sales commission and fees, in the Common Stock Unit Private Placement. (see Note 18 "Subsequent Events” for sale of the remaining Common Stock Units).

In connection with the issuance of some of the units in the Common Stock Unit Private Placement, the Company issued warrants to purchase an aggregate of 5,000 Common Stock Units, with an exercise price of $2.00 per unit, to the placement agents for the Common Stock Unit Private Placement. The fair value of these warrants on the issuance date was $6,400, which has been recorded to additional paid-in capital. This amount was estimated using the Black-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 1.36%, a dividend yield of 0%, and an expected volatility of 75%. (Issued December 20, 2013).

F-19

 12. STOCKHOLDERS’ EQUITY (CONTINUED)

November 2013 Issuance:

On November 18, 2013, the Company entered into a Consulting Agreement pursuant to which it agreed to issue 100,000 shares of Common Stock in four equal installments to a consultant as payment for services rendered and to be rendered by the consultant to the Company.  The number of shares of Common Stock was determined based on the $2.08 per share closing market price on November 18, 2013.  To date, 25,000 shares of Common Stock have been issued to a consultant pursuant to the Consulting Agreement.

Preferred Stock

The Company is authorized to issue 10,000,000 shares of Preferred Stock with a par value of $0.001 and had nil and 260,782 shares of preferred stock issued or outstanding as of November 30, 2012 and 2013.

	No. of Shares		Price per Share
Preferred Stock
Balance as at November 30, 2012		-
Series A-1 Private Placement		138,654	$	2.38
Series A-2 Private Placement		122,128	$	2.395
		260,782

Series A-1 Private Placement:

In September 2013, the Company issued 138,654 units to accredited investors at a price of $2.38 per unit (the “Series A-1 Units”) under its Series A-1 Preferred Stock private placement and raised net proceeds of approximately $251,300, after deducting the sales commission and fees. Each unit consists of one share of Series A 10% Cumulative Convertible Preferred Stock, par value $0.001 per share of the Company (“Series A Preferred Stock”) and one five year Common Stock purchase warrant to purchase one share of Common Stock at an exercise price of $4.00 per share, which are exercisable beginning six months after the issuance date (the “Series A Warrant”).

In connection with the issuance of the Series A-1 Units, the Company issued warrants to purchase an aggregate of 13,865 Series A-1 Units, with an exercise price of $2.38 per Unit, to the placement agents for the Private Placement. The fair value of these warrants on the issuance date was $10,330, which has been recorded to additional paid-in capital. This amount was estimated using the Black-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 1.74%, a dividend yield of 10%, and an expected volatility of 75%. (see Stock Warrants table below).

F-20

Series A-2 Private Placement:

In October 2013, the Company issued 122,128 units to accredited investors at a price of $2.395 per unit (the “Series A-2 Units”) under its Series A-2 Preferred Stock private placement and raised net proceeds of approximately $221,610, after deducting the sales commission and fees. Each unit consists of one share of Series A 10% Cumulative Convertible Preferred Stock, par value $0.001 per share of the Company (“Series A Preferred Stock”) and one five year Common Stock purchase warrant to purchase one share of Common Stock at an exercise price of $4.00 per share, which are exercisable beginning six months after the issuance date (the “Series A Warrant”).

In connection with the issuance of the Series A-2 Units, the Company issued warrants to purchase an aggregate of 12,213 Series A-2 Units, with an exercise price of $2.395 per Unit, to the placement agents for the Private Placement. The fair value of these warrants on the issuance date was $8,500, which has been recorded to additional paid-in capital. This amount was estimated using the Black-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 1.29%, a dividend yield of 10%, and an expected volatility of 75%. (see Stock Warrants table below).

Stock Warrants Table

	Grant Date	Exercise Period	No of Warrants		Exercise Price per share		Fair Value of Broker Warrants
Balance as at November 30, 2011	Nov. 23, 2011	2 years from October 1, 2013		65,189	$	5.00
Warrants issued	Jan. 27, 2012	2 years from October 1, 2013		26,075	$	5.00
Class A warrants - IPO related	Oct. 12, 2012	5 years from October 30, 2013		560,000	$	7.50
Class B warrants - IPO related	Oct. 12, 2012	5 years from October 30, 2013		560,000	$	10.00
Broker Warrants related to IPO	Oct. 12, 2012	5 years from October 30, 2013		56,000	$	6.00	$	159,250
Class A warrants	Oct. 25, 2012	5 years from October 30, 2013		2,000	$	7.50
Class B warrants	Oct. 25, 2012	5 years from October 30, 2013		2,000	$	10.00
Balance as at November 30, 2012				1,271,264
Class A warrants - Private Placement	Feb. 19, 2013	5 years from grant date		425,000	$	7.50
Class B warrants - Private Placement	Feb. 19, 2013	5 years from grant date		425,000	$	10.00
Broker warrants - Private Placement	Feb. 19, 2013	5 years from grant date		42,500	$	4.20	$	101,600
Common stock warrants - Private Placement	Aug. 21, 2013	5 years from grant date		28,248	$	4.00
Common stock warrants - Private Placement	Sept. 17, 2013	5 years from grant date		138,654	$	4.00
Broker warrants - Private Placement	Sept. 17, 2013	5 years from grant date		13,865	$	2.38	$	10,330
Common stock warrants - Private Placement	Oct. 29, 2013	5 years from grant date		122,128	$	4.00
Broker warrants - Private Placement	Oct. 29, 2013	5 years from grant date		12,213	$	2.40	$	8,500
Common stock warrants - Private Placement	Nov. 4, 2013	5 years from grant date		150,000	$	4.00
Common stock warrants - Private Placement	Nov. 27, 2013	5 years from grant date		50,000	$	4.00
Balance as at November 30, 2013				2,678,872

During the year ended November 30, 2012, the Company issued 258,722 shares of Common Stock for cash at $7.67 per share and 26,075 Common Stock warrants at an exercise price of $7.67.  On October 1, 2013, the warrants were amended to extend the exercise period of one year from IPO issuance to two years from October 1, 2013 and decrease the exercise price from $7.67 to $5.00 per share.

F-21

 12. STOCKHOLDERS’ EQUITY (CONTINUED)

On November 23, 2011, the Company issued together with 130,378 shares of Common Stock, 65,189 Common Stock warrants at an exercise price of $7.67. The warrants were initially exercisable for a period of one year commencing from the date the Company starts trading publicly on the NASDAQ or the NYSE MKT. On October 1, 2013, the warrants were amended to extend the exercise period of one year from IPO issuance to two years from October 1, 2013 and decrease the exercise price from $7.67 to $5.00 per share.The warrant holders are generally protected from anti-dilution by adjustments for any stock dividends, stock split, combination or other recapitalizations. In addition, the Company was required to issue or cause to be transferred 52,151 shares of additional Common Stock as penalty shares on behalf of the Company, should the Company not be listed on the NASDAQ or the NYSE MKT, and did not meet certain operating requirements, on or before July 1, 2012. As the Company was not listed on the NASDAQ or the NYSE MKT, and did not meet certain operating requirements, by July 1, 2012, a Company's shareholder, Softdiffusion SA, transferred 52,151 shares of Common Stock with an estimated fair value of $7.67 per share to a new stockholder as settlement for the penalty share obligation. The estimated fair value of $399,998 for these shares have been recorded by the Company as part of the general and administrative expenses and charged to additional paid-in capital for the fiscal year ended November 30, 2012.

As described in Note 1, on October 30, 2012, the Company completed an IPO pursuant to which it sold 560,000 Units, with an offering price of $5.00, and received net proceeds of $1.8 million, after deducting the underwriting fees and offering expenses. The total expenses amounting to $996,477 that were directly incurred in connection with the IPO, including underwriting fees, offering expenses and legal costs were charged against additional paid-in capital upon completion of the IPO. Each Unit consists of (i) one share of Common Stock, (ii) one Class A warrant, to purchase one share of Common Stock at an exercise price of $7.50, and (iii) one Class B warrant, to purchase one share of Common Stock at an exercise price of $10.00. The Class A and Class B warrants are exercisable for a period of five years commencing from the date of the IPO. Commencing six months after the date of the IPO, the Company may redeem some or all of the Class A warrants at a price of $0.05 per warrant after the closing bid price of its Common Stock has been at or above 200% of the unit offering price for five consecutive trading days, by giving the holders not less than 30 days’ notice. Commencing six months after the date of the IPO, the Company may redeem some or all of the Class B warrants at a price of $0.05 per warrant after it reports, for any four consecutive fiscal quarters, a total of $8 million of income before income taxes, by giving the holders not less than 30 days’ notice.

On October 30, 2012, in connection with the IPO, the Company issued warrants to purchase 56,000 Units, identical to the Units offered under the IPO, with an exercise price of $6.00, to the representative of the underwriters of the offering. The fair value of these warrants at the date of the grant was $159,249. This amount was estimated using the Black-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 0.74%, a dividend yield of 0%, and an expected volatility of 75%.

13. STOCK-BASED COMPENSATION

The Company’s Amended and Restated 2008 Directors, Officers and Employees Stock Option Plan, was originally approved by stockholders at the annual general meeting of the Company held on December 5, 2007, and subsequently amended by the stockholders on July 23, 2008. This plan was established to enable the Company to attract and retain the services of highly qualified and experienced directors, officers, employees and consultants and to give such persons an interest in the success of the Company and its subsidiaries. The total number of shares currently authorized under the plan is 391,134. The options and awards will be granted at the discretion of the Board of Directors. Options issued under the plan that are deemed to be incentive stock options will be priced at not less than 100% of the fair market value of the common shares at the date of the grant, subject to certain limitations for 10 percent stockholders. The fair value of each option granted is estimated at the time of grant using the Black-Scholes option pricing model using the following assumptions:

F-22

13. STOCK-BASED COMPENSATION (CONTINUED)

Fiscal Year ended November 30,	2012		2013
Exercise price ($)		7.67		7.67
Risk-free interest rate		1.92% to 2.08%	1.59%
Expected term (Years)		10		10
Expected volatility		100%		100%
Expected dividend yield		0%		0%
Fair value of option ($)		6.86 to 6.90	1.83
Expected forfeiture rate	Nil		Nil

All the grants vest quarterly over a two year period and expire on the tenth anniversary of the grant date. The following table summarizes the stock option activities of the Company:

	Number of options
Outstanding as of November 30, 2011		338,983
Granted		44,327
Outstanding as of November 30, 2012		383,310
Granted		10,000
Cancelled/forfeited		(27,379)
Outstanding as of November 30, 2013		365,931

As of November 30, 2013 the Company has granted a total of 365,931 options to purchase common stock to employees, directors and advisory board members, all of which are currently outstanding and of which 353,922 are vested and exercisable. All of these outstanding stock options have an exercise price above the average market price.

The Company recorded $246,949 and $87,907 in general and administrative expenses for share-based compensation expense for the years ended November 30, 2012 and 2013, respectively, with corresponding credits to additional paid-in capital. As of November 30, 2013, the total fair value of the options granted to employees at the respective grant dates was $1,476,973, of which the unrecognized portion of $13,088 related to the unvested shares associated with these stock option grants will be recognized over a period of two years. The Company will issue new shares upon exercise of the stock options.

2012 Option Plan:

Under the Company’s 2012 Directors, Officers and Employees Stock Option Plan the Company granted a total of 100,000 options to purchase Common Stock to its four independent directors and chief financial officer on April 2, 2013.  The total number of shares currently authorized under the plan is 400,000.  The options and awards will be granted at the direction of the Board of Directors. Options issued under the plan that are deemed to be incentive stock options will be priced at not less than 100 percent of the fair market value of the shares of Common Stock underlying the options at the date of the grant, subject to certain limitations for 10 percent stockholders. The fair value of each option granted was estimated at the time of grant using the Black-Scholes option pricing model.

F-23

13. STOCK-BASED COMPENSATION (CONTINUED)

Fiscal Year ended November 30,	2012		2013
Exercise price ($)		NA		3.94
Risk-free interest rate		NA	0.78%
Expected term (Years)		NA		5
Expected volatility		NA		100%
Expected dividend yield		NA		0%
Fair value of option ($)		NA	2.93
Expected forfeiture rate	NA		Nil

All the grants vest yearly at the rate of 1/3 starting on the first year anniversary of the grant date and expire on the fifth anniversary of the grant date. The following table summarizes the stock option activities of the Company.

	Number of options
Outstanding as of November 30, 2012		—
Granted		100,000
Exercised		—
Cancelled/forfeited		—
Outstanding as of November 30, 2013		100,000

The share-based compensation for the fiscal year end November 30, 2013 was $106,152 (November 30, 2012 - $nil).

As of November 30, 2013 the Company has granted options to purchase a total of 100,000 shares of Common Stock at an exercise price of $3.94 per share, to its four independent directors and chief financial officer, all of which are currently outstanding and of which none are vested and exercisable. All of these outstanding stock options have an exercise price equal to the fair market price on the date of grant. As of November 30, 2013, the total fair value of the options granted to the independent directors and chief financial officer at the respective grant dates was $292,174, of which the unrecognized portion of $186,022 related to the unvested shares associated with these stock option grants will be recognized over a period of three years.

14. FAIR VALUE MEASUREMENTS, CONCENTRATIONS AND RISK

a)   The Company's cash and cash equivalents, which are carried at fair value, are classified as a level 1 financial instrument at November 30, 2012 and 2013.

b)   The Company is exposed to the following concentrations of risk:

Major Customers

The Company's revenue was earned primarily from two major customers in 2013 comprising  67% and 30% of total revenue (2012 – revenue earned primarily from three major customers comprising 39%, 26% and 21% of total revenue).

 As at November 30, 2013, the accounts receivable  balance from the two major customers was $659,902 and $26,083 respectively (as at November 30, 2012 the accounts receivable balance from three major customers was $nil, $nil and $26,128 respectively).

Major Vendor

The Company has an exclusive agreement to manufacture biodiesel processor equipment with a third party equipment manufacturer expiring in August 2015. During the year ended November 30, 2013, the Company made purchases of $45,853 (November 30, 2012 - $2,611,266) from this equipment manufacturer. As of November 30, 2013, the Company has accounts payable of $21,856 (2012 - $51,414) owing to this equipment manufacturer.

The Company’s major purchases of feedstock oil and biodiesel from third parties were primarily from three major vendors in fiscal 2013 comprising total purchases of $2,326,125, $1,754,302 and $1.720,589 (fiscal 2012 –two major vendor comprised total purchases of $2,198,053 and $1,376,403)

As at November 30, 2013, the accounts payable balance from the three major vendors in 2013 were $nil, $1,053,479 and $575,043 (as at November 30, 2012 – the accounts payable balance from the two major vendors was $335,101 and $454,887).

F-24

14. FAIR VALUE MEASUREMENTS, CONCENTRATIONS AND RISK (CONTINUED)

Economic and Political Risks

The Company faces a number of risks and challenges as a result of having primary operations and marketing in Canada and sales in the United States.  Changing political climates in Canada and the United States could have a significant effect on the Company’s business.

c)   The Company’s financial instruments are exposed to certain financial risks, including credit risk, currency risk and liquidity risk.

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's cash and cash equivalents and trade accounts receivable. The Company places its cash and cash equivalents with institutions of high creditworthiness. The carrying value of the financial assets represents the maximum credit exposure.

The Company minimizes credit risk by routinely reviewing the credit risk of the counterparty to the arrangement and has maintained an allowance for doubtful accounts of $30,000 related to credit risk as at November 30, 2013 and $30,000 as at November 30, 2012, which is considered adequate. Amounts of $26,128 and $685,985 were due from major customers as at November 30, 2012 and November 30, 2013, respectively.

Currency Risk

The Company is exposed to financial risk related to the fluctuation of foreign exchange rates.   The Company's functional currency is U.S. dollars.  A significant change in the currency exchange rates between the U.S. dollar relative to the Canadian dollar could have an effect on the Company's results of operations, financial position and cash flows.  The Company has not entered into any derivative financial instruments to manage exposures to currency fluctuations.

Included in selling general and administrative expenses are foreign currency gains for the fiscal year ended November 30, 2013 of $127,450 (2012 - $37,875).

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.  The Company has a planning and budgeting process in place to help determine the funds required to support the Company's normal operating requirements on an ongoing basis and its expansionary plans.  The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash.

As at November 30, 2013, due in large part to the funds spent to develop and operate the Sombra facility, the Company had a working capital deficiency of $5,954,516. In order to meet its objectives, the Company required additional financing at November 30, 2013 to get the second machine at Sombra operational and to fund working capital.

The Company anticipates that its Sombra facility will generate positive cash flow from operations and will operate profitably once full-scale commercial operations are achieved in the second quarter of fiscal year 2014. It is management’s opinion that the anticipated positive cash flows from operations, cash from additional and refinanced loans along with the proceeds from the subsequent Private Placement referred to in Note 18 will be sufficient to meet the Company’s cash requirements for at least the next 12 months.

F-25

15. COMMITMENTS

Building Leases:

Methes Canada is a party to a lease agreement for the Mississauga facility and to a sublease agreement for a unit adjacent to its Mississauga facility. On September 28, 2012, the Company re-negotiated and renewed a combined five year lease term for both of these facilities starting from January 1, 2013 to December 31, 2017. The renewed lease term provides for a two month rent free period in 2013.

As at November 30, 2013, Methes Canada must pay, in addition to other amounts such as its pro rata share of taxes, the following amounts over the term of the lease:

	Annual
	Minimum Rent
2014	$	139,110
2015	$	139,110
2016	$	139,110
2017	$	139,110
2018	$	11,593

Railroad Car Leases:

As at November 30, 2013, the Company is a party to the following lease agreements for railcars at its Sombra facility:

	Start Date	End Date	Term
Four railcars at $3,100 per month	August 1, 2013	July 31, 2018	60 months
Four railcars at $3,100 per month	April 1, 2013	March 31, 2018	60 months
Four railcars at $ 3,600 per month	July 1, 2013	June 30, 2018	60 months
Four railcars at $3,140  per month	December 1, 2011	November 30, 2016	60 months
One railcar at $575 per month	January 1, 2012	December 31, 2016	60 months
One railcar at $575 per month	May 1, 2012	June 30, 2015	36 months
Ten railcars at $8,460 per month	May 1, 2013	April 30, 2018	60 months
Ten railcars at $8,510 per month	May 1, 2013	April 30, 2018	60 months

	Annual Minimum Rent
2014	$	372,720
2015	$	369,845
2016	$	365,820
2017	$	321,815
2018	$	147,250

F-26

16. CONTRIBUTION AGREEMENTS WITH MINISTER OF NATURAL RESOURCES OF CANADA

     Mississauga Facility:

In 2009, the Company entered into a Non-Refundable Contribution Agreement with the Minister of Natural Resources of Canada for the Mississauga facility under the ecoENERGY for Biofuels program. Under this agreement, as amended, the Company may receive up to $5,094,056 (CDN$5,410,000) in the years from 2009 to 2016 from the Canadian government in biodiesel production incentives when biodiesel is produced and sold. The contribution from the Canadian Government is non-refundable by the Company.

For the year ended November 30, 2013, the Company claimed incentives of $10,171 (2012 - $299,540).  Since entering into the program to November 30, 2013, the Company has claimed total incentives of $1,458,286 and has received total amount of $1,458,286.

Included in accounts receivable as at November 30, 2012 and 2013 is an amount receivable of $46,816 and $nil respectively, due from the Minister of Natural Resources of Canada.

    Sombra Facility:

In 2010, the Company applied for an incentive under the ecoENERGY for Biofuels program for its Sombra facility and was approved by the Canadian government. The final Contribution Agreement with the Minister of Natural Resources of Canada for the Sombra facility under the ecoENERGY for Biofuels program was signed by the Company and the Canadian Government on December 6, 2011.  Under this agreement, as amended, the Company may receive up to $13,921,744 (CDN$14,785,200) in the years from 2012 to 2017 from the Canadian government in biodiesel production incentives when biodiesel is produced and sold. The contribution from the Canadian Government is non-refundable by the Company.

For the year ended November 30, 2013, the Company claimed incentives of $536,875 (2012 - $nil).  Since entering into the program to November 30, 2013, the Company has claimed total incentives of $536,875 and has received total amount of $259,302.

Included in accounts receivable as at November 30, 2012 and 2013 is an amount receivable of $nil and $277,573 respectively, due from the Minister of Natural Resources of Canada.

17. SEGMENT INFORMATION

The Company reports in a single operating segment, being a producer and seller of biodiesel fuel and biodiesel processing equipment.

Geographic segments:

The Company's assets and operating facilities, other than cash and cash equivalents balances of $336,065 at November 30, 2012 and $16,066 at November 30, 2013, are all located in Canada. The Company services the majority of its customers in the United States.  The Company derives its revenue geographically as follows:

	Year Ended November 30, 2012		Year Ended November 30, 2013
Revenue
United States	$	5,678,693	$	7,749,825
Canada		871,055		1,120,112
	$	6,549,748	$	8,869,937

F-27

18. SUBSEQUENT EVENTS

The Company has performed an evaluation of subsequent events and has determined there have been the following material subsequent events requiring disclosure: 

On December 9, 2013, the Company signed a Letter of Intent (“LOI”) to acquire the assets of OTC Energy Technologies Inc. (“OTC”), including all of OTC’s technologies and know how relating to the conversion of several types of biomass into a chemical quality syngas which can be converted into renewable alcohols and fuels. The LOI is subject to execution and delivery of a mutually satisfactory purchase agreement and is not a binding commitment of either party. 

On December 16, 2013, Methes Canada entered into a one year term Mortgage Loan Agreement for $2,000,000 (CDN) at 9% per annum for the purposes of discharging the existing Term loan (July 2013) of $1,600,000 (CDN).  The difference will be used to upgrade the Mississauga facility for the production of biodiesel. Interest only is to be paid monthly and the term of one year has an option to renew for another year.

On December 20, 2013, the Company completed the Common Stock Unit Private Placement and issued an additional 1,081,161 Common Stock Units to accredited investors at a price of $2.00 per unit which raised additional net proceeds of approximately $1,877,000, after deducting the sales commission and fees.

On January 10, 2014, the Company sold 50,000 Common Stock Units to an accredited investor for a purchase price of $125,000 (or $2.50 per Common Stock Unit) of which, $100,000 was paid in cash and $25,000 will be paid in services to be rendered to the Company.

On January 17, 2014, the Company converted $128,000 USD (CDN $139,845) of the outstanding principal due on the January 2013 Note into 34,688 shares of Common Stock based on the closing market price of $3.69 per share of Common Stock on January 17, 2014.

On January 28, 2014, the Company borrowed $172,000 from a lender and issued to the lender a demand promissory note in the principal amount of $172,000 bearing interest of 8% per annum (the “New Note”). Repayment of the principal and accrued interest on the New Note will be due upon demand.

On January 30, 2014, the Company used the proceeds from the New Note to partially repay the January 2013 Note.

On February 13, 2014, Methes Canada entered into an agreement with a Canadian Company to produce biodiesel at the Mississauga facility. Pursuant to that agreement: (i) Methes Canada has agreed to provide use and occupancy of the Mississauga facility to the Canadian Company for a term of 18 months commencing May 1, 2014,  with an option to renew, for a monthly minimum payment of $6,960 (CDN); and (ii) the Canadian Company will provide the working capital for the production of biodiesel including the purchase of feedstock and other commodities for the purpose of biodiesel production.

* * * * * *

F-28

EXHIBIT INDEX

Exhibit Number	Description
3.1	Amended and Restated Articles of Incorporation of Methes Energies International Ltd. filed on July 6, 2012(2)
3.1(a)	Certificate of Designation of Series A-1 10% Cumulative Convertible Preferred Stock filed on September 17, 2013 (9)
3.1(b)	Certificate of Correction to the Series A-1 Certificate of Designation filed on November 20, 2013*
3.1(c)	Certificate of Designation of Series A-2 10% Cumulative Convertible Preferred Stock filed on November 20, 2013*
3.2	2012 Amended and Restated Bylaws(1)
4.1	Specimen stock certificate(1)
4.2	Form of warrant agreement, including form of Class A and Class B warrants(4)
4.3	Specimen unit certificate(1)
4.4	Form of representative’s warrant(4)
4.5	Form of warrant agreement issued in the November Offering and the January Offering for 65,189 and 26,075 shares of Common Stock, respectively, at an exercise price of $7.67 per share(1)
4.6	Final Form of Placement Agent Warrant issued in the February 2013 Private Placement (5)
4.7	Promissory Note, dated July 11, 2013, in the principal amount of $1,536,000 (CDN$1,600,000), bearing interest at the rate of 12.0% per annum issued to 1730636 Ontario Limited (7)
4.8	Demand Grid Promissory Note issued to BridgingFactor Inc. dated August 13, 2013 (8)
4.9	Form of Warrant Agreement issued in the Common Stock Unit Offering (10)
10.1	Amended and Restated 2008 Directors, Officers and Employees Stock Option Plan(1)
10.2	2012 Directors, Officers and Employees Stock Option Plan(1)
10.3	Form of Non-Statutory Stock Option Agreement(1)
10.4	Form of Incentive Stock Option Agreement(1)
10.5	Form of 8% Demand Note made by the Company to World Asset Management, Inc. in the aggregate principal amount of $1,280,000; and Michael G. Laporte in the amount of $150,000(1)
10.5(i)	Commitment by noteholders to defer payment on Demand Notes(4)
10.6	Lease Agreement dated November 5, 2007, by and between Methes Energies Canada Inc. and The Erin Mills Development Corporation(1)
10.7	Non-Repayable Contribution Agreement dated February 9, 2009, by and between Methes Energies Canada Inc. and Canada(1)
10.8	Non-Repayable Contribution Agreement dated December 6, 2011, by and between Methes Energies Canada Inc. and Canada(1)
10.9	Promissory Notes from Methes to World Asset Management each in the amount of $500,000 and dated March 12 and April 26, 2012(2)
10.10	Letter re Term Loan Facility between Methes Energies Canada, Inc. and TCE Capital Corporation dated June 12, 2012(2)
10.11	Exclusive Marketing Agreement dated as of August 27, 2012 between Methes Energies Canada, Inc. and Turnkey Modular Systems, Inc.(3)
10.12	Form of Non-Statutory Stock Option Agreement under the 2012 Directors, Officers and Employees Stock Option Plan (7)

10.13	Form of Incentive Stock Option Agreement under the 2012 Directors, Officers and Employees Stock Option Plan(7)
10.14	Term Loan Facility Agreement between Methes Energies Canada, Inc. and 1730636 Ontario Limited, dated June 24, 2013 (7)
10.15	Security Agreement, dated July 11, 2013, between Methes Energies Canada, Inc. and 1730636 Ontario Limited securing the July 2013 Note (7)
10.16	Collateral Mortgage on the real property located at Sombra, Ontario securing the July 2013 Note (7)
10.17	Master Factoring Agreement between Methes Energies Canada, Inc. and BridgingFactor Inc. dated August 13, 2013 (8)
10.18	Security Agreement, dated August 13, 2013, between Methes Energies International Ltd. and BridgingFactor Inc. (8)
10.19	Security Agreement, dated August 13, 2013, between Methes Energies USA Ltd. and BridgingFactor Inc. (8)
14.1	Code of Ethics (6)
21.1	Subsidiaries of Methes Energies International Ltd.(1)
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**

*     Filed herewith.

** Furnished with this report. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

(1)	Filed as an exhibit to our Registration Statement on Form S-1 (SEC No. 333-182302) on June 22, 2012 and incorporated herein by reference.
(2)	Filed as an exhibit to Amendment #1 to our Registration Statement on Form S-1 (SEC No. 333-182302) on August 14, 2012 and incorporated herein by reference.
(3)	Filed as an exhibit to Amendment #2 to our Registration Statement on Form S-1 (SEC No. 333-182302) on August 30, 2012 and incorporated herein by reference.
(4)	Filed as an exhibit to Amendment #4 to our Registration Statement on Form S-1 (SEC No. 333-182302) on October 5, 2012 and incorporated herein by reference.
(5)	Filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2013 and incorporated herein by reference.
(6)	Filed as Exhibit 14.1 to our Annual Report on Form 10-K for the fiscal year ended November 30, 2012 and incorporated herein by reference.
(7)	Filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended May 31, 2013 and incorporated herein by reference.
(8)	Filed on August 20, 2013 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
(9)	Filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2013 and incorporated herein by reference.
(10)	Filed on December 26, 2013 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.

EX-3.1B

Exhibit 3.1(b)

EX-3.1C

Exhibit 3.1(c)

Exhibit #: 1

CERTIFICATE OF DESIGNATION,

of

SERIES A-2 10% CUMULATIVE CONVERTIBLE PREFERRED STOCK

of

METHES ENERGIES INTERNATIONAL LTD.

(Pursuant to Section 78.1955 of the Nevada Revised Statutes)

Methes Energies International Ltd. a corporation organized and existing under the laws of the State of Nevada (the “Company”), hereby certifies that the Company’s Board of Directors, pursuant to authority of the Board of Directors as required by Section 78.1955 of the Nevada Revised Statutes (“NRS”), and in accordance with the provisions of its certificate of incorporation and bylaws, each as amended through the date hereof, has and hereby authorizes a series of the Company’s previously authorized Preferred Stock, par value $0.001 per share (the “Preferred Stock”), and hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof, as follows:

1. Designation and Amount; Ranking.

(a) The designation of this series of, which consists of 134,341 shares of Preferred Stock, is the “Series A-2 10% Cumulative Convertible Preferred Stock” (the “Series A-2 Preferred Stock”).  Such number of shares of Series A-2 Preferred Stock may be decreased by resolution of the Board of Directors; provided that no decrease shall reduce the number of shares of Series A-2 Preferred Stock to a number less than that of the shares of Series A-2 Preferred Stock then outstanding.

(b) The Series A-2 Preferred Stock will, with respect to dividend rights or rights upon the liquidation, winding-up or dissolution of the Company, rank (i) senior to all Junior Stock, (ii) on a parity with all other Parity Stock and (iii) junior to all Senior Stock.

2. Certain Definitions.

For purposes of this Certificate, in addition to the other terms defined herein, the following terms shall have the meanings ascribed to such terms below:

“Accrued Dividends”  means, with respect to any share of Series A Preferred Stock, as of any date, the accrued and unpaid dividends on such share from and including the most recent Dividend Payment Date (or the Issue Date, if such date is prior to the first Dividend Payment Date) to, but not including, such date.

“Accumulated Dividends” shall mean, with respect to any share of Series A Preferred Stock, as of any date, the aggregate accumulated and unpaid dividends on such share from the Issue Date until the most recent Dividend Payment Date on or prior to such date. There shall be no Accumulated Dividends with respect to any share of Series A Preferred Stock prior to the first Dividend Payment Date.

“Board of Directors” or “Board” means the Company’s Board of Directors or, with respect to any action to be taken by the Board of Directors, any committee of the Board of Directors duly authorized to take such action.

“Business Day” means any day, other than a Saturday or Sunday or a day on which banking institutions in the State of Nevada are authorized or obligated by law, regulation or executive order to close.

“Common Stock” means the Company’s common stock, par value $0.001 per share.

“Company” has the meaning ascribed to that term in the introductory paragraph of this Certificate.

“Conversion Price” means $2.27, subject to adjustment as set forth in Section 4(g).

“Dividend Payment Date” means January 15 and July 15 of each year, commencing January 15, 2014.

“Dividend Payment Rate” means the VWAP for the 10 Trading Days immediately prior to the applicable Dividend Payment Date.

“Dividend Record Date” means January 1 and July 1of each year commencing January 1, 2014.

“Holder” or “holder” means a holder of record of the Series A Preferred Stock.

“Issue Date” means the original date of issuance of shares of Series A Preferred Stock by the Company.

“Junior Stock” means all classes of Common Stock of the Company and each other class of capital stock or series of Preferred Stock established after the Issue Date by the Board of Directors, the terms of which do not expressly provide that such class or series ranks senior to or on parity with the Series A Preferred Stock as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Company.

“Liquidation Preference” means, with respect to each share of the Series A-2 Preferred Stock., $2.27.

“Majority Holders” means the holders of a majority of the then outstanding shares of Series A Preferred Stock.

“Mandatory Conversion Event” means the Trading Day which occurs immediately following the Trading Day on which the VWAP for the Common Stock has been at least $6.50 per share (as adjusted in the manner provided in Section 4(g)(i)) for the 5 (five) Trading Days immediately preceding such day.

“Parity Stock” means the Series A Preferred Stock and any class of capital stock or series of Preferred Stock established after the Issue Date by the Board of Directors, the terms of which expressly provide that such class or series will rank on parity with the Series A Preferred Stock as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Company; provided the consent of the Majority Holders has been obtained with respect to such ranking in accordance with Section 8.

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“Person” shall mean any individual, corporation, general partnership, limited partnership, limited liability partnership,  limited liability company, joint venture, association,  trust, limited liability company, unincorporated organization or government or any agency or political subdivision thereof.

“Senior Stock” means each class of capital stock or series of Preferred Stock established after the Issue Date by the Board of Directors, the terms of which expressly provide that such class or series will rank senior to the Series A Preferred Stock as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Company;  provided the consent of the Majority Holders has been obtained with respect to such ranking in accordance with Section 8.

“Series A Preferred Stock” means this series of Preferred Stock and any series of Preferred Stock hereafter designated as Series A-1 10% Cumulative Convertible Preferred Stock, Series A-3 10% Cumulative Convertible Preferred Stock or Series A-4 10% Cumulative Convertible Preferred Stock.

“Stated Value” means, with respect to each share of the Series A-2 Preferred Stock., $2.27.

“Trading Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question including, but not limited to, the Nasdaq Capital Market, the New York Stock Exchange, the OTC Bulletin Board, or the Pink Sheets.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the primary Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. EST to 4:02 p.m. Eastern Time) using the VAP function; or (b) if the Common Stock is not then listed or quoted on the Trading Market and if prices for the Common Stock are then reported in the “Pink Sheets” published by the Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported.

3. Dividends.

(a)  Holders of shares of the outstanding Series A Preferred Stock shall be entitled, when, as and if declared by the Board of Directors out of funds of the Company legally available therefor, to receive cumulative annual dividends on each share of Series A Preferred Stock at the annual rate (the “Dividend Rate”) of ten (10%) of the Stated Value, payable annually in arrears.  Dividends payable for each full dividend period shall be payable in arrears on each Dividend Payment Date (commencing January 15, 2014) for the six-month period ending immediately prior to such Dividend Payment Date, to the holders of record of Series A Preferred Stock at the close of business on the Dividend Record Date applicable to such Dividend Payment Date. Such dividends shall be cumulative from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Issue Date (whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends) and shall accrue on a day-to-day basis, whether or not earned or declared, from and after the Issue Date.  Dividends payable for any partial dividend period shall be computed on the basis of days elapsed over a 360-day year consisting of twelve 30-day months. Accumulated Dividends shall not bear interest.

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(b)  The Company may elect to pay any dividend in Common Shares.  The decision whether to pay a dividend hereunder in shares of Common Stock or cash shall be at the discretion of the Company; provided, however, in no event will the Company issue shares of Common Stock in payment of dividends in excess of an aggregate of 1,125,594 shares without shareholder approval.  Should the Company elect to pay a dividend in shares of Common Stock, it shall be paid in shares of Common Stock valued at the Dividend Payment Rate, with any resulting fractional shares to be rounded up or down to the nearest whole share.

(c)  No dividend will be declared or paid upon, or any sum set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all dividends for all preceding dividend periods have been declared and paid or declared and a sufficient sum set apart for the payment of such dividend, upon all outstanding shares of Series A Preferred Stock.

(d)  No dividends or other distributions (other than a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, in the case of Parity Stock, or Junior Stock, in the case of Junior Stock, and other than cash paid in lieu of fractional shares) may be declared, made or paid, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by or on behalf of the Company (except by conversion into or exchange for shares of Parity Stock or Junior Stock, in the case of Parity Stock, or Junior Stock, in the case of Junior Stock)), unless full Accumulated Dividends shall have been or contemporaneously are declared and paid, or are declared and a sum sufficient for the payment thereof is set apart for such payment, on the Series A Preferred Stock and any Parity Stock for all dividend payment periods terminating on or prior to the date of such declaration, payment, redemption, purchase or acquisition.  Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock and such Parity Stock so long as the dividends are declared and paid pro rata so that the amounts of dividends declared per share on the Series A Preferred Stock and such Parity Stock will in all cases bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of Series A Preferred Stock and such other Parity Stock bear to each other.

(e)  Holders of shares of Series A Preferred Stock shall not be entitled to any dividends on the Series A Preferred Stock, whether payable in cash, property or stock, in excess of full cumulative dividends. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series A Preferred Stock which may be in arrears.

            (f)  Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend payment on those shares on the corresponding Dividend Payment Date, notwithstanding the subsequent conversion thereof or the Company’s default in payment of the dividend due on that Dividend Payment Date. However, shares of Series A Preferred Stock surrendered for conversion during the period between the close of business on any Dividend Record Date and the close of business on the Business Day immediately preceding the applicable Dividend Payment Date must be accompanied by payment of an amount equal to the dividend payable on the shares on that Dividend Payment Date. A holder of shares of Series A Preferred Stock on a Dividend Record Date who (or whose transferee) tenders any shares for voluntary conversion on the corresponding Dividend Payment Date will receive the dividend payable by the Company on the Series A Preferred Stock on that date, and the converting holder need not include payment in the amount of such dividend upon surrender of shares of Series A Preferred Stock for conversion. Except as provided above with respect to a voluntary conversion pursuant to Section 4, the Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on converted shares or for dividends on the shares of Common Stock issued upon conversion.

4.  Conversion.

(a)  Each holder of Series A Preferred Stock shall have the right, at its option, exercisable at any time and from time to time from the Issue Date to convert, subject to the terms and provisions of this Section 4, any or all of such holder’s shares of Series A Preferred Stock and any Accumulated Dividends thereon into shares of Common Stock. In such case, the shares of Series A Preferred Stock and Accumulated Dividends shall be converted into a whole number of fully paid and nonassessable shares of Common Stock as is equal, subject to Section 4(g), for each share of Series A Preferred Stock to the quotient of (i) the Stated Value plus the amount, if any, of Accumulated Dividends divided by (ii) the Conversion Price then in effect, as adjusted for  any resulting fractional share of Common Stock in accordance with Section 4(f).  The Conversion Price for the Series A-2 Preferred Stock initially shall be $2.27 per share, subject to adjustment as set forth in Section 4(g).

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(b)  The conversion right of a holder of Series A Preferred Stock shall be exercised by the holder by the surrender to the Company of the certificates representing shares of Series A Preferred Stock (“Preferred Stock Certificates”) to be converted at any time during usual business hours at the Company’s principal place of business or the offices of its agent for such purpose, including any  transfer agent for the Common Stock appointed by the Company (“Transfer Agent”), as the Company may designate to the holders of the Series A Preferred Stock (“Conversion Agent”), accompanied by written notice to the Company in the form of Exhibit A that the holder elects to convert all or a portion of the shares of Series A Preferred Stock represented by such certificate  and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued (“Conversion Notice”) and (if required by the Company or its Conversion Agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company or its Conversion Agent duly executed by the holder or its duly authorized legal representative.  If the last day for the exercise of the conversion right shall not be a Business Day, then such conversion right may be exercised on the next preceding Business Day.

(c)  Immediately prior to the close of business on the date of receipt by the Company or its Conversion Agent of a Conversion Notice (“Conversion Date”), the converting holder of Series A Preferred Stock shall be deemed to be the holder of record of Common Stock issuable upon conversion of such holder’s Series A Preferred Stock and Accumulated Dividends thereon, notwithstanding that the share register of the Company shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to such holder.  On any Conversion Date, all rights with respect to the shares of Series A Preferred Stock and Accumulated Dividends thereon so converted, including the rights, if any, to receive notices, will terminate, except only the rights of holders thereof to (i) receive certificates for the number of whole shares of Common Stock into which such shares of Series A Preferred Stock and Accumulated Dividends have been converted and (ii) exercise the rights to which they are entitled as holders of Common Stock.

(d)  Upon the surrender of the Preferred Stock Certificates accompanied by a Conversion Notice, the Company or its Conversion Agent shall, no later than the fifth (5th) Business Day following the Conversion Date (or, in the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Section 9(b), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the holder and/or its nominee(s) (x) certificate(s) representing the number of shares of the Common Stock issuable upon conversion of the shares of the Series A Preferred Stock being converted and (y) if applicable, a certificate representing the number of shares of the Series A Preferred Stock not being converted.  Notwithstanding the foregoing, in no event shall the Company be required to (i) effect a conversion of shares of Series A Preferred Stock into less than 100 shares of the Common Stock, unless such conversion would result in the conversion of all shares of the Series A Preferred Stock then held by such holder; and (ii) issue shares of the Common Stock upon a conversion unless either the Preferred Stock Certificates are delivered to the Company as provided above, or the holder notifies the Company that such Preferred Stock Certificates have been lost, stolen or destroyed and delivers the documentation to the Company required by Section 9(b).

(e)  The issuance or delivery of certificates for Common Stock upon the conversion of shares of Series A Preferred Stock shall be made without charge to the converting holder of shares of Series A Preferred Stock for such certificates or for any tax in respect of the issuance or delivery of such certificates or the securities represented thereby, and such certificates shall be issued or delivered as provided in Section 4(d); provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the holder of the shares of Series A Preferred Stock converted, and the Company shall not be required to issue or deliver such certificate unless or until the Person or Persons requesting the issuance or delivery thereof shall have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid.

(f)  No fractional share of the Common Stock shall be issued upon conversion of shares of the Series A Preferred Stock. If, as a result of a holder converting all of the holder's shares of the Series A Preferred Stock, a fractional share would otherwise result, such fractional share shall instead be rounded up or down to the nearest whole share. If, as a result of a holder converting only part of the holder's shares of the Series A Preferred Stock, a fractional share would otherwise result, such fractional share shall be disregarded and the holder shall receive the lower number of full shares; provided, however, that such fractional share shall be taken into consideration when the holder converts the holder's remaining shares of the Series A Preferred Stock.

(g)  The Conversion Price shall be subject to adjustment as follows:

(i)  In case the Company shall at any time or from time to time: (A) pay a dividend (or other distribution) payable in shares of Common Stock on any class of capital stock (which, for purposes of this Section 4(g)(i) shall include, without limitation, any dividends or distributions in the form of options, warrants or other rights to acquire capital stock) of the Company (other than the issuance of shares of Common Stock in connection with the conversion of Series A Preferred Stock); (B) subdivide the outstanding shares of Common Stock into a larger number of shares; (C) combine the outstanding shares of Common Stock into a smaller number of shares; (D) issue any shares of its capital stock in a reclassification of the Common Stock; or (E) pay a dividend or make a distribution to all holders of shares of Common Stock (other than a dividend or distribution pursuant to a stockholder rights plan, “poison pill” or similar arrangement and excluding dividends payable on the Series A Preferred Stock) then, and in each such case, the Conversion Price in effect immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the holder of any share of Series A Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock that such holder would have owned or would have been entitled to receive upon or by reason of any of the events described above, had such share of Series A Preferred Stock been converted into shares of Common Stock immediately prior to the occurrence of such event.  An adjustment made pursuant to this Section 7(c)(i) shall become effective retroactively (x) in the case of any such dividend or distribution, to the day immediately following the close of business on the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution or (y) in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective.

5

(ii)  In the event of any reclassification of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value), or in the event of any consolidation or merger of the Company with or into another Person or any merger of another Person with or into the Company (other than a consolidation or merger in which the Company is the resulting or surviving Person and which does not result in any reclassification or change of outstanding Common Stock), (any of the foregoing, a “Transaction”), each share of Series A Preferred Stock then outstanding shall  become convertible at any time, at the option of the holder thereof, only into the kind and amount of securities (of the Company or another issuer), cash and other property receivable upon such Transaction by a holder of the number of shares of Common Stock into which such share of Series A Preferred Stock could have been converted immediately prior to such Transaction, after giving effect to any adjustment event.  In any such case, appropriate provisions (in form and substance reasonably satisfactory to the Majority Holders) shall be made with respect to the rights and interests of the holders of the Series A Preferred Stock to the end that the economic value of the shares of the Series A Preferred Stock is in no way diminished by such Transaction and that the provisions hereof (including, without limitation, in the case of any such consolidation or merger in which the successor entity is not the Company, an immediate adjustment to the Conversion Price so that the Conversion Price immediately after such Transaction reflects the same relative value as compared to the value of the surviving entity's common stock that existed between the Conversion Price and the value of the Common Stock immediately prior to such Transaction) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities thereafter deliverable upon the conversion thereof.  The Company shall not effect any merger or consolidation unless the resulting successor (if not the Company) assumes by written instrument (in form and substance reasonable satisfactory to the Majority Holders) the obligations of this Certificate of Designations.  The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of the Common Stock authorized and available for issuance upon conversion of the shares of the Series A Preferred Stock outstanding as of the date of such Transaction, and shall similarly apply to successive Transactions.  The provisions of this Section 4(g)(ii) shall be the sole right of holders of Series A Preferred Stock in connection with any Transaction and such holders shall have no separate vote thereon.

(iii)  Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to Section 4(g) amounting to a more than one percent (1%) change in such Conversion Price, or any change in the number or type of stock, securities and/or other property issuable upon conversion of Series A Preferred Stock, the Company, at its expense, shall promptly compute such adjustment or readjustment or change and prepare and furnish to each holder of Series A Preferred Stock a certificate setting forth such adjustment or readjustment or change and showing in detail the facts upon which such adjustment or readjustment or change is based.  Any lesser adjustment of the Conversion Price shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, if any, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least 1% of such Conversion Price.

(iv)  If, at any time after the Issue Date, the Company takes any action affecting the Common Stock that would be covered by Section 4(g), but for the manner in which such action is taken or structured, which would in any way diminish the value of the Series A Preferred Stock, then the Conversion Price shall be adjusted in such manner as the Board of Directors shall in good faith determine to be equitable under the circumstances.

(h)  If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the Conversion Price then in effect shall be required by reason of the taking of such record.

(i)  The Company shall at all times reserve and keep available for issuance upon the conversion of the Series A Preferred Stock such number of its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit the conversion of all outstanding shares of Series A Preferred Stock, and shall take all action required to increase the authorized number of shares of Common Stock if at any time there shall be insufficient unissued shares of Common Stock to permit such reservation or to permit the conversion of all outstanding shares of Series A Preferred Stock.

6

5.  Mandatory Conversion.

(a)  Upon the occurrence of a Mandatory Conversion Event, the outstanding shares of Series A Preferred Stock and all Accumulated Dividends thereon shall automatically be converted into that number of whole shares of Common Stock for each share of Series A Preferred Stock as is equal to the quotient of (i) the Stated Value plus all Accumulated Dividends divided by (ii) the Conversion Price then in effect, with any resulting fractional shares of Common Stock to be settled in accordance with Section 4(f).

(b)  The Company shall, not later than five (5) Business Days after the occurrence of the Mandatory Conversion Event, mail a notice to each of the then holders of Series A Preferred Stock describing the Mandatory Conversion Event and requesting that the holder surrender the Preferred Stock Certificate or Certificates representing shares of Series A Preferred Stock then held by them at its then principal office or at the office of the Conversion Agent, if any.  As promptly as practicable after surrender of the Preferred Stock Certificate or Certificates pursuant to such notice, the Company shall issue and deliver to a holder or, on his or its written order, a permitted transferee, a certificate or certificates for the number of full shares of the Common Stock issuable as if it were an voluntary conversion, adjusted, as provided in Section 4(f) for any fractional share.

(c)  Effective upon the occurrence of a Mandatory Conversion Event, all rights of a holder of the Series A Preferred Stock as such a holder, shall terminate, except the right to receive shares of the Common Stock upon conversion of such holder’s shares Series A Preferred Stock and the Accumulated Dividends thereon, and, thereafter, the holder shall be deemed to be a holder of Common Stock for the number of shares as to which the holder's shares of the Series A Preferred Stock and Accumulated Dividends are convertible pursuant to this Section 4.

6. Liquidation Rights.

(a)  In the event of (i) any liquidation, winding-up or dissolution of the Company, whether voluntary of involuntary, or (ii) the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company, other than in connection with the liquidation, winding-up or dissolution of the Company(each of the events in clauses (i) and (ii), a “Liquidation Event”), each holder of shares of Series A Preferred Stock shall be entitled to receive and to be paid out of the assets of the Company available for distribution to its stockholders the Liquidation Preference plus Accumulated Dividends and Accrued Dividends thereon in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, including, without limitation, on any Common Stock. The merger or consolidation of the Company into or with any other Person shall not be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 6 and the sole right of the a holder of a holder of Series A Preferred Stock shall be to exercise such holder’s conversion rights in accordance with Section 4.

(b)  After the payment to the holders of the shares of Series A Preferred Stock of the full preferential amounts provided for in Section 6(a), the holders of Series A Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company.

(c)  In the event the assets of the Company available for distribution to the holders of shares of Series A Preferred Stock upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to Section 6(a), no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which holders of all Series A Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolution.

7

7. Voting Rights.

The holders of shares of Series A Preferred Stock shall have the following voting rights:

(a)  Except as otherwise expressly provided elsewhere in this Certificate or as otherwise required by the NRS, (i) each holder of the Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the stockholders of the Company and shall be entitled to that number of votes equal to the largest number of whole shares of the Common Stock into which such holder's shares of Series A Preferred Stock could be converted pursuant to the provisions of Section 4 hereof at the record date for the determination of stockholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited, and (ii) except as otherwise provided herein, the holders of shares of the Series A Preferred Stock and the Common Stock shall vote together (or tender written consents in lieu of a vote) as a single class on all matters submitted for a vote or consent to the stockholders of the Company.

(b)  The Company shall provide each holder of Series A Preferred Stock with prior notification of any meeting of the stockholders (and copies of proxy materials and other information sent to holders of the Common Stock) at least 20 days prior to the date of the meeting or other formal action of shareholders (or 20 days prior to the consummation of the transaction or event if a transaction or fundamental corporate event is to be voted upon, whichever is earlier, but in no event earlier than public announcement of such proposed transaction).  Mailing of the proxy or consent solicitation material to the holders of the Series A Preferred Stock simultaneously with the mailing of such material to the holders of the Common Stock shall be deemed in complete satisfaction of the Company 's notification obligation hereunder.

(c)  To the extent that under the NRS the vote of the holders of the Series A Preferred Stock, voting separately as a class or series, as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of the Majority Holders (except as otherwise may be required under the NRS) shall constitute the approval of such action by the class.

(d)  If in connection with any Liquidation Event, the holders of the Series A Preferred Stock are entitled to vote to approve such Liquidation Event as a class, then the holders of such Series A Preferred Stock shall agree to vote their shares in favor of the Liquidation Event, conditioned on the receipt by all holders of Series A Preferred Stock of the full preferential amounts provided for in Section 6(a) hereof.

8. Protective Provisions.

So long as any shares of the Series A Preferred Stock are outstanding, the Company shall not without first obtaining the approval (by vote or written consent) of the Majority Holders:

(a)  alter or change the rights, preferences or privileges of,  the Series A Preferred Stock, whether through merger, sale, consolidation or otherwise;

(b)  alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series A Preferred Stock, whether through merger, sale, consolidation or otherwise;

(c)  create any Senior Stock;

(d)  issue any shares of Senior Stock;

(e)  redeem or repurchase, or declare or pay any cash dividend, distribution or interest on, any Junior Stock, except pursuant to this Certificate or for repurchases pursuant to an equity incentive plan approved by the Board of Directors in good faith;

Notwithstanding the foregoing, no change pursuant to this Section 8 shall be effective to the extent that, by its terms, it applies to less than all of the holders of shares of Series A Preferred Stock then outstanding.

8

9.Miscellaneous.

(a)  If any shares of Series A Preferred Stock are converted pursuant to Section 4 hereof, the shares so converted shall be canceled, shall return to the status of authorized, but unissued shares of Preferred Stock of no designated series, and shall not be issuable by the Company as shares of the Series A Preferred Stock.

(b)  Upon receipt by the Company of (i) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (ii) (y) in the case of loss, theft or destruction, of indemnity (without any bond or other security) reasonably satisfactory to the Company, or (z) in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and deliver new Preferred Stock Certificate(s) of like tenor and date.  However, the Company shall not be obligated to reissue such lost or stolen Preferred Stock Certificate(s) if the holder contemporaneously requests the Company to convert such Series A Preferred Stock or in the event of a Mandatory Conversion Event.

(c)  Upon submission of a Conversion Notice by a holder of Series A Preferred Stock, (i) the shares covered thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such holder's allocated portion of the Common Stock reserved for issuance upon exercise of such holder’s conversion rights) shall be deemed converted into shares of the Common Stock and (ii) the holder's rights as a holder of such converted shares of the Series A Preferred Stock shall terminate, excepting only the right to receive certificates for such shares of the Common Stock and to any remedies provided herein or otherwise available at law or in equity to such holder because of a failure by the Company to comply with the terms of this Certificate. Notwithstanding the foregoing, if a holder has not received certificates for all shares of the Common Stock prior to the sixth (6th ) Business Day after the Conversion Date with respect to a conversion of the Series A Preferred Stock for any reason, then (unless the holder otherwise elects to retain its status as a holder of the Common Stock by so notifying the Company within five (5) Business Days after the expiration of such six (6)-Business-Day period, the holder shall regain the rights of a holder of the Series A Preferred Stock with respect to such unconverted shares of the Series A Preferred Stock and the Company shall, as soon as practicable, return such unconverted shares to the holder.  In all cases, the holder shall retain all of its rights and remedies for the Company's failure to convert shares of the Series A Preferred Stock.

(d)  Subject to applicable law and the legend, if any, on the Preferred Stock Certificate(s) to be transferred, the Series A Preferred Stock may be transferred at any time and from time to time by the holder thereof.

(e)  The remedies provided in this Certificate shall be cumulative and in addition to all other remedies available under this Certificate of Designations, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit a holder's right to pursue actual damages for any failure by the Company to comply with the terms of this Certificate.  The Company acknowledges that a breach by it of its obligations under this Certificate will cause irreparable harm to the holders of the Series A Preferred Stock and that the remedy at law for any such breach may be inadequate.  The Company agrees, in the event of any such breach or threatened breach, that the holders of Series A Preferred Stock shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

(f)  Notwithstanding any provision in this Certificate to the contrary, any provision contained herein and any right of the holders of Series A Preferred Stock granted hereunder may be waived as to all shares of Series A Preferred Stock (and the holders thereof) upon the written consent of the Majority Holders, unless a higher percentage is required by applicable law, in which case the written consent of the holders of not less than such higher percentage of shares of Series A Preferred Stock shall be required.

(g) Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile transmission, and shall be effective three (3) days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to a party.  With respect to any notice to a holder of shares of Series A Preferred Stock required to be provided hereunder, except as otherwise expressly provide in this Certificate, neither failure to mail such notice, nor any defect therein or in the mailing thereof, to any particular holder shall affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the other holders or affect the legality or validity of any distribution, rights, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding-up, or the vote upon any such action.  Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the holder receives the notice.  All notice periods referred to herein shall commence on the effective date of the mailing of the applicable notice.

9

EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in Order to Convert Series A Preferred Stock)

The undersigned hereby irrevocably elects to convert                            shares of Series A-2 10% Cumulative Convertible Preferred Stock (“Series A-2 Preferred Stock”), represented by Stock Certificate No(s).                            (the “Preferred Stock Certificates”), into shares of common stock (“Common Stock”) of Methes Energies International Ltd. (the “Company”) according to the conditions of the Certificate of Designation of Series A-2 10% Cumulative Convertible Preferred Stock, as of the date written below.  If certificates for shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto.  No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.  Each Preferred Stock Certificate accompanies this Conversion Notice (or evidence of loss, theft or destruction thereof).

The undersigned hereby requests that the Company issue and deliver to the undersigned or its designee or designees physical certificates representing such shares of Common Stock.  In the event of a partial conversion, please reissue a new Preferred Stock Certificate for the number of shares of Series A Preferred Stock which shall not have been converted.

The undersigned acknowledges and agrees that all offers and sales by the undersigned of the securities issuable to the undersigned upon conversion of the Series A Preferred Stock have been or will be made only pursuant to an effective registration of the transfer of the Common Stock under the Securities Act of 1933, as amended (the “Act”) or an available exemption from registration under the Act.

Date of Conversion:

Applicable Conversion Price:

Signature:

Name:

Address:

10

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302

 OF THE SARBANES-OXLEY ACT OF 2002

I, Michel G. Laporte, certify that:

1. I have reviewed this annual report on Form 10-K of Methes Energies International Ltd.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: February 24, 2014	By:	/s/ Michel G. Laporte
		Michel G. Laporte
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Edward A. Stoltenberg, certify that:

1. I have reviewed this annual report on Form 10-K of Methes Energies International Ltd.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: February 24, 2014	By:	/s/ Edward A. Stoltenberg
		Edward A. Stoltenberg
		Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Methes Energies International Ltd. (the “Company”) on Form 10-K for the period ended November 30, 2013, as filed with the U.S. Securities and Exchange Commission (“SEC”) on the date hereof (the “Report”), I, the undersigned, Michel G. Laporte, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Dated: February 24, 2014	By:	/s/ Michel G. Laporte
		Michel G. Laporte
		Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Methes Energies International Ltd. (the “Company”) on Form 10-K for the period ended November 30, 2013, as filed with the U.S. Securities and Exchange Commission (“SEC”) on the date hereof (the “Report”), I, the undersigned, Edward A Stoltenberg, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Dated: February 24, 2014	By:	/s/ Edward A. Stoltenberg
		Edward A. Stoltenberg
		Chief Financial Officer
		(Principal Financial Officer)

XML

1. BASIS OF PRESENTATION AND NATURE OF THE BUSINESS (Details Narrative) (USD $)	12 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Basis Of Presentation And Nature Of Business Details Narrative
Working capital deficiency	$ 5,954,516
Loss incurred	5,651,665	3,966,765
Net cash used in operating activities	$ (4,134,950)	$ (2,973,791)

XML

13. STOCK-BASED COMPENSATION (Details) (USD $)	12 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Stock-Based Compensation Tables
Exercise price ($)	$ 7.67	$ 7.67
Risk-free interest rate, minimum		1.92%
Risk-free interest rate, maximum	1.59%	2.08%
Expected term (Years)	10 years	10 years
Expected volatility	100.00%	100.00%
Expected dividend yield	0.00%	0.00%
Fair value of option ($), minimum	$ 1.83	$ 6.86
Fair value of option ($), maximum		$ 6.90
Expected forfeiture rate	0.00%	0.00%

XML

8. SHORT-TERM LOANS (Details) (USD $)	12 Months Ended
	Nov. 30, 2013
Beginning Balance	$ 1,509,600
Advances and Reallocations	1,987,373
Interest Accrued	29,115
Repayments	(144,350)
Foreign Exchange Adjustments	(120,087)
Ending Balance	1,960,651
TermLoan 1
Beginning Balance	1,509,600
Advances and Reallocations
Interest Accrued
Repayments	(1,444,350)
Foreign Exchange Adjustments	(62,250)
Ending Balance
TermLoan 2
Beginning Balance
Advances and Reallocations	1,540,640
Interest Accrued
Repayments
Foreign Exchange Adjustments	(34,080)
Ending Balance	1,506,560
Promissory Note 1
Beginning Balance
Advances and Reallocations	49,333
Interest Accrued	3,200
Repayments
Foreign Exchange Adjustments
Ending Balance	52,533
Promissory Note 2
Beginning Balance
Advances and Reallocations	397,400
Interest Accrued	25,915
Repayments
Foreign Exchange Adjustments	(20,757)
Ending Balance	$ 402,558

XML

13. STOCK-BASED COMPENSATION (Details 1)	12 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Stock-Based Compensation Tables
Options Outstanding, Beginning	383,310	338,983
Granted	10,000	44,327
Exercised
Cancelled/forfeited	(27,379)
Options Outstanding, Ending	365,931	383,310

XML

6. INTANGIBLE ASSETS (Details) (USD $)	Nov. 30, 2013	Nov. 30, 2012
Intangible assets, net	$ 393,015	$ 413,027
Cost
Denami 600	414,174	414,174
Denami 3000	90,927	90,735
Intangible assets, net	505,101	504,909
Accumulated Amortization
Denami 600	108,045	91,477
Denami 3000	4,041	405
Intangible assets, net	112,086	91,882
Net Book Value
Denami 600	306,129	322,697
Denami 3000	86,886	90,330
Intangible assets, net	$ 393,015	$ 413,027

XML

10. PAYABLE TO RELATED PARTIES AND OTHERS (Tables)

12 Months Ended

Nov. 30, 2013

Related Party Transactions [Abstract]

Schedule of Payable to Related Parties and Others

	As at November 30, 2012		As at November 30, 2013
Michel G. Laporte (stockholder and Director)	$	172,389	$	719,230
World Asset Management Inc. (stockholder)		1,396,277		1,495,477
Soft Diffusion SA (see note 8 (i))		49,333		-
Other loan		-		36,695
	$	1,617,999	$	2,251,402

XML

13. STOCK-BASED COMPENSATION (Details 3)	12 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Options Outstanding, Beginning	383,310	338,983
Granted	10,000	44,327
Exercised
Cancelled/forfeited	(27,379)
Options Outstanding, Ending	365,931	383,310
Number of Options
Granted	100,000
Exercised
Cancelled/forfeited

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Nov. 30, 2013

Accounting Policies [Abstract]

Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are expressed in United States dollars. The Company’s fiscal year-end is November 30.

The Company is an emerging growth company (EGC) pursuant to Jumpstart Our Business Startups Act of 2012 (the JOBS Act). Under Section 102(b) of the JOBS Act, the Company has elected to apply any new or revised financial accounting standard on the same date a company that is not an issuer is required to apply the new or revised accounting standard, if the standard applies to a non-issuer. If the new or revised accounting standard does not apply to a non-issuer, then the Company will apply it according to the transition provisions for a non-EGC. The Company’s election to use the extended transition period for complying with new or revised accounting standards under Section 102(b) of the JOBS Act had no impact on the consolidated financial statements as of November 30, 2013 and 2012.

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Methes Canada and Methes USA.  All significant inter-company transactions and balances have been eliminated. Methes Canada was incorporated on December 23, 2004, and became a wholly-owned subsidiary of the Company on September 5, 2007. Methes USA was incorporated as a wholly-owned subsidiary of the Company on June 27, 2007.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Areas involving significant estimates and assumptions include: inventory valuation reserves; allowance for doubtful accounts; deferred income tax liabilities and assets, and related valuation allowances; expected future cash flows used in evaluating intangible assets and property, plant and equipment for impairment; estimated useful life of property, plant and equipment and intangible assets; and valuation of stock options and broker warrants. The estimates and assumptions made require judgment on the part of management and are based on the Company’s historical experience and various other factors that are believed to be reasonable in the circumstances. Management continually evaluates the information that forms the basis of its estimates and assumptions as the business of the Company and the business environment generally changes. If historical experience and other factors used by management to make these estimates do not reasonably reflect future activity, the Company’s consolidated financial statements could be materially impacted.

Cash and Cash Equivalents

 The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of bank deposits held in the United States and Canada.

Inventories

The Company’s inventories consist primarily of bulk biodiesel, methanol, catalyst, crude glycerin and biodiesel processing equipment and are valued at the lower of cost and market value, with cost determined on a weighted average basis. Cost for finished goods inventories includes materials, direct labor, and an allocation of overheads. Market for raw materials is replacement cost, and for finished goods is net realizable value.

The Company evaluates the carrying value of inventories on a regular basis, taking into account such factors as historical and anticipated future sales compared with quantities on hand and the price the Company expects to obtain for products in the market compared with historical cost.

Allowance for Doubtful Accounts

The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables.  A considerable amount of judgment is required in assessing the amount of the allowance.  The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations, and monitors current economic trends that might impact the level of credit losses in the future.  If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered.

Revenue Recognition

Revenue is recognized in accordance with ASC 605, "Revenue Recognition in Financial Statements."  Under ASC 605, product or service revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or service has been performed, the sales price is fixed and determinable and collectability is reasonably assured. The Company has not experienced any material expense in satisfying warranties. Details of specific recognition by product or service categories are as follows:

Revenue from the sale of biodiesel and its co-product, biodiesel processing equipment and feedstock is recognized when title and possession of the product is transferred to the customer. Possession is transferred to the customer at the time of shipment from the Company’s facility or at the time of delivery to a specified destination, depending on the terms of the sale.

The ecoENERGY incentive is recognized as revenue when the right to receive is established upon production and sale of biodiesel.

Revenue from services is recognized as services are performed.

Royalty revenue is recognized on an accrual basis in accordance with the Sales & Licensing Agreement of the biodiesel processing equipment sale. Royalty is charged on gallons of biodiesel produced by the Company's customers using the Company’s biodiesel processing equipment.

Shipping and Handling Costs

The Company accounts for shipping and handling fees in accordance with FASB ASC 705 “Cost of Sales and Services”. Shipping and handling costs for the years ended November 30, 2012 and 2013 were $344,146 and $309,675, respectively. Costs related to raw materials purchased, are included in inventory or cost of goods sold, as appropriate. While amounts charged to customers for shipping product are included in revenues, the related outbound freight costs are included in expenses as incurred.

Deferred Financing Fees

Costs directly incurred in connection with the IPO were recorded as deferred financing fees until the completion of the IPO. These deferred financing fees were charged against additional paid-in capital upon completion of the IPO. Financing fees relating to other financing arrangements are deferred and amortized over the term of the respective loan. Deferred financing fees as at November 30, 2012 and 2013 were $26,334 and $49,139, respectively.

Financial Instruments

The Company’s financial instruments recognized in the consolidated balance sheets and included in working capital consist of cash and cash equivalents, accounts receivable, credit facility, accounts payable and accrued liabilities, amounts due to related parties and other, and short-term loan. The fair values of these instruments approximate their carrying values due to their short-term maturities.

Fair Value Measurements

Financial instruments that are measured subsequent to initial recognition at fair value are grouped into hierarchy based on the degree to which the fair value inputs are observable.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). Fair value measurements are estimated based on inputs categorized as follows:

Level 1 inputs include quoted prices (unadjusted) for identical assets or liabilities in active markets that are observable.

Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 includes unobservable inputs that reflect the Company's own assumptions about what factors market participants would use in pricing the asset or liability.

When measuring fair value, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs.

Foreign Currency Translation

The functional currency of the Company and its subsidiaries is the United States dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.  Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. Revenue and expenses are translated at average rates in effect during the reporting periods. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Income Taxes and Uncertain Tax Positions

The Company accounts for income taxes under ASC 740 Accounting for Income Taxes. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740-10-05, Accounting for Uncertainty in Income Taxes, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Potential tax benefits from net operating losses and foreign tax credit carry forwards are not recognized by the Company until their realization is more likely than not. We assess the validity of our conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause us to change our judgment regarding the likelihood of a tax position’s sustainability under audit.  The Company has determined that there were no material uncertain tax positions as at November 30, 2012 and 2013.

Stock-based Compensation

The Company maintains a stock-based compensation plans under which incentive stock options to buy Common Stock may be granted to directors, officers and employees. Pursuant to ASC 718, the Company recognizes expense for its stock-based compensation based on the fair value of the awards that are granted. The fair values of stock options are estimated at the date of grant using the Black-Scholes option pricing model, that require the input of highly subjective assumptions. Measured compensation cost is recognized ratably over the vesting period of the related stock-based compensation award. The amount recognized as expense is adjusted to reflect the number of stock options expected to vest. When exercised, stock options are settled through the issuance of Common Stock and are therefore treated as equity awards. The expected volatility of our Common Stock is estimated using an average of volatilities of publicly traded companies in similar renewable energy businesses.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line basis at the following annual rates reflecting the estimated useful lives of the assets:

Sombra facility:
Building	40 years
Equipment	5 years
Equipment - Denami 3000	25 years
Computer equipment	2 years
Vehicle	10 years
Mississauga facility:
Computer equipment	2 years
Leasehold improvements	Over the lease term
Equipment and fixtures	5 years
Equipment - Denami 600	25 years

Intangible Assets

The Company’s finite-lived intangible assets consist of acquired intellectual property from a third party for the design and engineering of Denami 600 and Denami 3000 biodiesel processor equipment.  The intangible assets related to the Denami 600 and Denami 3000 are recorded at cost, less accumulated amortization and the amortization is provided over their 25 year estimated useful life on a straight-line basis.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable through undiscounted future cash flows. If impairment exists based on expected future undiscounted cash flows, a loss is recognized in income. The amount of the impairment loss is the excess of the carrying amount of the impaired asset over the fair value of the asset, typically based on discounted future cash flows. The Company has assessed its long-lived assets and has determined that there was no impairment in their carrying amounts at November 30, 2012 and 2013.

Per Share Data

Basic earnings per share (“EPS”) is determined by dividing net earnings available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the year. In computing diluted EPS, the average number of shares of Common Stock outstanding is increased by Common Stock options and warrants outstanding if the exercise prices were lower than the average market price of Common Stocks using the treasury stock method. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. Potentially dilutive shares include 1,267,264 warrants and 383,310 Common Stock options issued and outstanding as at November 30, 2012 and 2,678,872 warrants, 260,782 Preferred Stock and 465,931 Common Stock options issued and outstanding as at November 30, 2013. All outstanding warrants, preferred stocks and options have an anti-dilutive effect on the loss per share and are therefore excluded from the determination of the 2012 and 2013 diluted loss per share calculation.

Recent Accounting Pronouncements

In September 2011, the FASB issued ASU 2011- 08, Intangibles - Goodwill and Other, which amends ASC Topic 350 and the current guidance on testing goodwill for impairment. Under the revised guidance, entities testing goodwill for impairment have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. If an entity determines it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, then performing the two-step impairment test is unnecessary. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company adopted this statement effective December 1, 2012. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.In December 2011, the FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities (Topic 210). The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. The amendments are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The disclosures required by the amendments are required to be applied retrospectively for all comparative periods presented. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements.All other recent pronouncements issued by the FASB or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the consolidated financial statements of the Company.

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11. INCOME TAXES (Details) (USD $)	12 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Income Taxes Details
Loss before income taxes	$ (5,651,665)	$ (3,966,765)
Expected income tax recovery	(1,978,080)	(1,388,368)
Non-deductible expenses	74,570	220,364
Difference in foreign tax rates, changes in tax rate, foreign exchange impact on translation of tax base and other adjustments	558,030	87,315
Increase in valuation allowance	$ 1,345,480	$ 1,080,689

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3. ACCOUNTS RECEIVABLE (Details) (USD $)	Nov. 30, 2013	Nov. 30, 2012
Accounts Receivable Details
Trade receivables	$ 1,184,916	$ 333,418
Allowance for doubtful accounts	(30,000)	(30,000)
Accounts receivable, net	$ 1,154,916	$ 303,418

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15. COMMITMENTS (Tables)

12 Months Ended

Nov. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Schedule of Annual Minimum Rent

	Annual
	Minimum Rent
2014	$	139,110
2015	$	139,110
2016	$	139,110
2017	$	139,110
2018	$	11,593

Schedule of lease agreements

	Start Date	End Date	Term
Four railcars at $3,100 per month	August 1, 2013	July 31, 2018	60 months
Four railcars at $3,100 per month	April 1, 2013	March 31, 2018	60 months
Four railcars at $ 3,600 per month	July 1, 2013	June 30, 2018	60 months
Four railcars at $3,140  per month	December 1, 2011	November 30, 2016	60 months
One railcar at $575 per month	January 1, 2012	December 31, 2016	60 months
One railcar at $575 per month	May 1, 2012	June 30, 2015	36 months
Ten railcars at $8,460 per month	May 1, 2013	April 30, 2018	60 months
Ten railcars at $8,510 per month	May 1, 2013	April 30, 2018	60 months

Schedule of annual minimum rental payments

	Annual Minimum Rent
2014	$	372,720
2015	$	369,845
2016	$	365,820
2017	$	321,815
2018	$	147,250

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12. STOCKHOLDERS' EQUITY (Details) (USD $)	12 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Stockholders Equity Tables
Beginning Balance, Shares	6,553,169	5,734,447
Issuance for cash, shares	25,000	258,722
Issuance for cash, price per share	$ 2.08	$ 7.67
October 2012 – IPO issuance, shares		560,000
October 2012 – IPO issuance, price per share		$ 5.00
February 2013 Private Placement, shares	425,000
February 2013 Private Placement, price per share	$ 4.00
August 2013 Private Placement, shares	28,248
August 2013 Private Placement, price per share	$ 1.77
November 2013 Private Placement, shares	200,000
November 2013 Private Placement, price per share	$ 2.00
Ending Balance, Shares	7,231,417	6,553,169

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6. INTANGIBLE ASSETS (Details 1) (USD $)	Nov. 30, 2012
Intangible Assets Details 1
2014	$ 20,202
2015	20,202
2016	20,202
2017	20,202
2018	20,202
Thereafter	$ 292,005

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3. ACCOUNTS RECEIVABLE

12 Months Ended

Nov. 30, 2013

Receivables [Abstract]

3. ACCOUNTS RECEIVABLE

The following schedule provides an analysis of the Company’s accounts receivable:

	As at November 30, 2012		As at November 30, 2013
Trade receivables	$	333,418	$	1,184,916
Allowance for doubtful accounts		(30,000)		(30,000)
	$	303,418	$	1,154,916

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4. INVENTORIES (Details) (USD $)	Nov. 30, 2013	Nov. 30, 2012
Inventories Details
Raw materials	$ 345,049	$ 330,627
Finished goods	444,648	739,205
Equipment	11,366	126,966
Inventory, Total	$ 801,063	$ 1,196,798

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5. PROPERTY, PLANT AND EQUIPMENT (Tables)

12 Months Ended

Nov. 30, 2013

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

	As at November 30, 2012
			Accumulated		Net Book
	Cost		Depreciation		Value
Sombra site:
Land	$	409,134	$	-	$	409,134
Building		2,820,294		168,663		2,651,631
Equipment		727,020		257,475		469,545
Equipment - Denami 3000		3,964,293		25,059		3,939,234
Mississauga site:
Computer equipment		30,014		20,589		9,425
Leasehold improvements		102,202		45,218		56,984
Equipment and fixtures		255,463		146,782		108,681
Equipment - Denami 600		720,042		132,850		587,192
	$	9,028,462	$	796,636	$	8,231,826

	As at November 30, 2013
			Accumulated		Net Book
	Cost		Depreciation		Value
Sombra site:
Land	$	409,134	$	-	$	409,134
Building		2,944,356		241,910		2,702,446
Equipment		775,865		385,400		390,465
Equipment - Denami 3000		4,164,968		189,527		3,975,441
Computer equipment		11,835		5,917		5,918
Vehicle		11,622		291		11,331
Mississauga site:
Computer equipment		23,464		22,148		1,316
Leasehold improvements		102,201		55,610		46,591
Equipment and fixtures		255,463		177,801		77,662
Equipment - Denami 600		720,042		161,652		558,390
	$	9,418,950	$	1,240,256	$	8,178,694

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4. INVENTORIES (Tables)

12 Months Ended

Nov. 30, 2013

Inventory Disclosure [Abstract]

Schedule of Inventories

	As at November 30, 2012		As at November 30, 2013
Raw materials	$	330,627	$	345,049
Finished goods		739,205		444,648
Equipment (i)		126,966		11,366
	$	1,196,798	$	801,063

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13. STOCK-BASED COMPENSATION (Details 2) (USD $)	12 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Exercise price ($)	$ 7.67	$ 7.67
Risk-free interest rate, minimum		1.92%
Risk-free interest rate, maximum	1.59%	2.08%
Expected term (Years)	10 years	10 years
Expected volatility	100.00%	100.00%
Expected dividend yield	0.00%	0.00%
Fair value of option ($), minimum	$ 1.83	$ 6.86
Fair value of option ($), maximum		$ 6.90
Expected forfeiture rate	0.00%	0.00%
Stock Option Plan
Exercise price ($)	$ 3.94
Risk-free interest rate, minimum	0.78%
Expected term (Years)	5 years
Expected volatility	100.00%
Expected dividend yield	0.00%
Fair value of option ($), minimum	$ 2.93

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5. PROPERTY, PLANT AND EQUIPMENT (Details) (USD $)	Nov. 30, 2013	Nov. 30, 2012
Property, plant and equipment, net	$ 8,178,694	$ 8,231,826
Sombra - Cost
Land	409,134	409,134
Building	2,944,356	2,820,294
Equipment	775,865	727,020
Equipment - Denami 3000 (under construction)	4,164,968	3,964,293
Computer equipment	11,835
Vehicle	11,622
Sombra - Accumulated Depreciation
Land	0	0
Building	241,910	168,663
Equipment	385,400	257,475
Equipment - Denami 3000 (under construction)	189,527	25,059
Computer equipment	5,917
Vehicle	291
Sombra - NetBookValue
Land	409,134	409,134
Building	2,702,446	2,651,631
Equipment	390,465	469,545
Equipment - Denami 3000 (under construction)	3,975,441	3,939,234
Computer equipment	5,918
Vehicle	11,331
Mississauga - Cost
Computer equipment	23,464	30,014
Leasehold improvements	102,201	102,202
Equipment and fixtures	255,463	255,463
Equipment - Denami 600	720,042	720,042
Mississauga - Accumulated Depreciation
Computer equipment	22,148	20,589
Leasehold improvements	55,610	45,218
Equipment and fixtures	177,801	146,782
Equipment - Denami 600	161,652	132,850
Mississauga - NetBookValue
Computer equipment	1,316	9,425
Leasehold improvements	46,591	56,984
Equipment and fixtures	77,662	108,681
Equipment - Denami 600	$ 558,390	$ 587,192

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6. INTANGIBLE ASSETS (Tables)

12 Months Ended

Nov. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Major components of finite-lived intangible assets

	As at November 30, 2012
			Accumulated		Net Book
	Cost		Amortization		Value
Denami 600	$	414,174	$	91,477	$	322,697
Denami 3000		90,735		405		90,330
	$	504,909	$	91,882	$	413,027

	As at November 30, 2013
			Accumulated		Net Book
	Cost		Amortization		Value
Denami 600	$	414,174		108,045	$	306,129
Denami 3000		90,927		4,041		86,886
	$	505,101	$	112,086	$	393,015

Estimated future aggregate amortization expense

	2014		2015		2016		2017		2018		Thereafter
Amortization expense	$	20,202	$	20,202	$	20,202	$	20,202	$	20,202	$	292,005

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7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)

12 Months Ended

Nov. 30, 2013

Payables and Accruals [Abstract]

Accounts payable and accrued liabilities

	As at November 30, 2012		As at November 30, 2013
Accounts payable	$	1,128,115	$	2,766,661
Accrued liabilities		634,551		211,296
	$	1,762,666	$	2,977,957

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Nov. 30, 2013

Accounting Policies [Abstract]

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a)

Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are expressed in United States dollars. The Company’s fiscal year-end is November 30. The Company is an emerging growth company (EGC) pursuant to Jumpstart Our Business Startups Act of 2012 (the JOBS Act). Under Section 102(b) of the JOBS Act, the Company has elected to apply any new or revised financial accounting standard on the same date a company that is not an issuer is required to apply the new or revised accounting standard, if the standard applies to a non-issuer. If the new or revised accounting standard does not apply to a non-issuer, then the Company will apply it according to the transition provisions for a non-EGC. The Company’s election to use the extended transition period for complying with new or revised accounting standards under Section 102(b) of the JOBS Act had no impact on the consolidated financial statements as of November 30, 2013 and 2012.

b)

Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Methes Canada and Methes USA.  All significant inter-company transactions and balances have been eliminated. Methes Canada was incorporated on December 23, 2004, and became a wholly-owned subsidiary of the Company on September 5, 2007. Methes USA was incorporated as a wholly-owned subsidiary of the Company on June 27, 2007.

c)

Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Areas involving significant estimates and assumptions include: inventory valuation reserves; allowance for doubtful accounts; deferred income tax liabilities and assets, and related valuation allowances; expected future cash flows used in evaluating intangible assets and property, plant and equipment for impairment; estimated useful life of property, plant and equipment and intangible assets; and valuation of stock options and broker warrants. The estimates and assumptions made require judgment on the part of management and are based on the Company’s historical experience and various other factors that are believed to be reasonable in the circumstances. Management continually evaluates the information that forms the basis of its estimates and assumptions as the business of the Company and the business environment generally changes. If historical experience and other factors used by management to make these estimates do not reasonably reflect future activity, the Company’s consolidated financial statements could be materially impacted.

d)

Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of bank deposits held in the United States and Canada.

e)

Inventories The Company’s inventories consist primarily of bulk biodiesel, methanol, catalyst, crude glycerin and biodiesel processing equipment and are valued at the lower of cost and market value, with cost determined on a weighted average basis. Cost for finished goods inventories includes materials, direct labor, and an allocation of overheads. Market for raw materials is replacement cost, and for finished goods is net realizable value. The Company evaluates the carrying value of inventories on a regular basis, taking into account such factors as historical and anticipated future sales compared with quantities on hand and the price the Company expects to obtain for products in the market compared with historical cost.

f)

Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables.  A considerable amount of judgment is required in assessing the amount of the allowance.  The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations, and monitors current economic trends that might impact the level of credit losses in the future.  If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered.

g)   Revenue Recognition   Revenue is recognized in accordance with ASC 605, "Revenue Recognition in Financial Statements."  Under ASC 605, product or service revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or service has been performed, the sales price is fixed and determinable and collectability is reasonably assured. The Company has not experienced any material expense in satisfying warranties. Details of specific recognition by product or service categories are as follows:

● Revenue from the sale of biodiesel and its co-product, biodiesel processing equipment and feedstock is recognized when title and possession of the product is transferred to the customer. Possession is transferred to the customer at the time of shipment from the Company’s facility or at the time of delivery to a specified destination, depending on the terms of the sale.

● The ecoENERGY incentive is recognized as revenue when the right to receive is established upon production and sale of biodiesel.

● Revenue from services is recognized as services are performed.

● Royalty revenue is recognized on an accrual basis in accordance with the Sales & Licensing Agreement of the biodiesel processing equipment sale. Royalty is charged on gallons of biodiesel produced by the Company's customers using the Company’s biodiesel processing equipment.

h)   Shipping and Handling Costs   The Company accounts for shipping and handling fees in accordance with FASB ASC 705 “Cost of Sales and Services”. Shipping and handling costs for the years ended November 30, 2012 and 2013 were $344,146 and $309,675, respectively. Costs related to raw materials purchased, are included in inventory or cost of goods sold, as appropriate. While amounts charged to customers for shipping product are included in revenues, the related outbound freight costs are included in expenses as incurred.

i)   Deferred Financing Fees   Costs directly incurred in connection with the IPO were recorded as deferred financing fees until the completion of the IPO. These deferred financing fees were charged against additional paid-in capital upon completion of the IPO. Financing fees relating to other financing arrangements are deferred and amortized over the term of the respective loan. Deferred financing fees as at November 30, 2012 and 2013 were $26,334 and $49,139, respectively.

j)   Financial Instruments   The Company’s financial instruments recognized in the consolidated balance sheets and included in working capital consist of cash and cash equivalents, accounts receivable, credit facility, accounts payable and accrued liabilities, amounts due to related parties and other,  and short-term loan. The fair values of these instruments approximate their carrying values due to their short-term maturities.

k)   Fair Value Measurements   Financial instruments that are measured subsequent to initial recognition at fair value are grouped into hierarchy based on the degree to which the fair value inputs are observable.   Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). Fair value measurements are estimated based on inputs categorized as follows:

●	Level 1 inputs include quoted prices (unadjusted) for identical assets or liabilities in active markets that are observable.
●	Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
●	Level 3 includes unobservable inputs that reflect the Company's own assumptions about what factors market participants would use in pricing the asset or liability.
	When measuring fair value, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs.

l)   Foreign Currency Translation   The functional currency of the Company and its subsidiaries is the United States dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.  Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. Revenue and expenses are translated at average rates in effect during the reporting periods. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

m)   Income Taxes and Uncertain Tax Positions   The Company accounts for income taxes under ASC 740 Accounting for Income Taxes. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740-10-05, Accounting for Uncertainty in Income Taxes, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.   For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.   The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Potential tax benefits from net operating losses and foreign tax credit carry forwards are not recognized by the Company until their realization is more likely than not. We assess the validity of our conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause us to change our judgment regarding the likelihood of a tax position’s sustainability under audit.  The Company has determined that there were no material uncertain tax positions as at November 30, 2012 and 2013.

n)   Stock-based Compensation   The Company maintains a stock-based compensation plans under which incentive stock options to buy Common Stock may be granted to directors, officers and employees. Pursuant to ASC 718, the Company recognizes expense for its stock-based compensation based on the fair value of the awards that are granted. The fair values of stock options are estimated at the date of grant using the Black-Scholes option pricing model, that require the input of highly subjective assumptions. Measured compensation cost is recognized ratably over the vesting period of the related stock-based compensation award. The amount recognized as expense is adjusted to reflect the number of stock options expected to vest. When exercised, stock options are settled through the issuance of Common Stock and are therefore treated as equity awards. The expected volatility of our Common Stock is estimated using an average of volatilities of publicly traded companies in similar renewable energy businesses.

o)   Property, Plant and Equipment   Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line basis at the following annual rates reflecting the estimated useful lives of the assets:

Sombra facility:
Building	40 years
Equipment	5 years
Equipment - Denami 3000	25 years
Computer equipment	2 years
Vehicle	10 years
Mississauga facility:
Computer equipment	2 years
Leasehold improvements	Over the lease term
Equipment and fixtures	5 years
Equipment - Denami 600	25 years

p)   Intangible Assets   The Company’s finite-lived intangible assets consist of acquired intellectual property from a third party for the design and engineering of Denami 600 and Denami 3000 biodiesel processor equipment.  The intangible assets related to the Denami 600 and Denami 3000 are recorded at cost, less accumulated amortization and the amortization is provided over their 25 year estimated useful life on a straight-line basis.

q)   Impairment of Long-Lived Assets   The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable through undiscounted future cash flows. If impairment exists based on expected future undiscounted cash flows, a loss is recognized in income. The amount of the impairment loss is the excess of the carrying amount of the impaired asset over the fair value of the asset, typically based on discounted future cash flows. The Company has assessed its long-lived assets and has determined that there was no impairment in their carrying amounts at November 30, 2012 and 2013.

r)   Per Share Data   Basic earnings per share (“EPS”) is determined by dividing net earnings available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the year. In computing diluted EPS, the average number of shares of Common Stock outstanding is increased by Common Stock options and warrants outstanding if the exercise prices were lower than the average market price of Common Stocks using the treasury stock method. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. Potentially dilutive shares include 1,267,264 warrants and 383,310 Common Stock options issued and outstanding as at November 30, 2012 and 2,678,872 warrants, 260,782 Preferred Stock and 465,931 Common Stock options issued and outstanding as at November 30, 2013. All outstanding warrants, preferred stocks and options have an anti-dilutive effect on the loss per share and are therefore excluded from the determination of the 2012 and 2013 diluted loss per share calculation.

s)   Recent Accounting Pronouncements   In September 2011, the FASB issued ASU 2011- 08, Intangibles - Goodwill and Other, which amends ASC Topic 350 and the current guidance on testing goodwill for impairment. Under the revised guidance, entities testing goodwill for impairment have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. If an entity determines it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, then performing the two-step impairment test is unnecessary. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.   The Company adopted this statement effective December 1, 2012. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.   In December 2011, the FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities (Topic 210). The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. The amendments are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The disclosures required by the amendments are required to be applied retrospectively for all comparative periods presented. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements.   All other recent pronouncements issued by the FASB or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the consolidated financial statements of the Company.

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8. SHORT-TERM LOANS (Tables)

12 Months Ended

Nov. 30, 2013

Short-Term Loans Tables

Short term loans

	As at November 30, 2012		Advances and Reallocations		Interest Accrued		Repayments		Foreign Exchange Adjustments		As at November 30, 2013
Term loan (June 2012)	$	1,509,600	$	-	$	-	$	(1,444,350)	$	(65,250)	$	-
Term loan (July 2013)		-		1,540,640		-		-		(34,080)		1,506,560
Promissory note (i)		-		49,333		3,200		-		-		52,533
Promissory note (ii)		-		397,400		25,915		-		(20,757)		402,558
	$	1,509,600	$	1,987,373	$	29,115	$	(1,444,350)	$	(120,087)	$	1,961,651

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Nov. 30, 2013
Sombra facility:
Building	40 years
Equipment	5 years
Equipment - Denami 3000	25 years
Computer equipment	2 years
Vehicle	10 years
Mississauga facility:
Computer equipment	2 years
Leasehold improvements	OVER THE LEASE TERM
Equipment and fixtures	5 years
Equipment - Denami 600	25 years

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12. STOCKHOLDERS' EQUITY (Details 1) (USD $)	12 Months Ended
	Nov. 30, 2013
Stockholders Equity Tables
Preferred Stock, Beginning	0
Series A-1 Private Placement, shares	138,654
Series A-1 Private Placement, price per share	$ 2.38
Series A-2 Private Placement, shares	122,128
Series A-2 Private Placement, price per share	$ 2.395
Preferred Stock, Ending	260,782

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Nov. 30, 2013	Nov. 30, 2012
ASSETS
Cash and cash equivalents	$ 174,084	$ 402,724
Accounts receivable, net	1,154,916	303,418
Inventories	801,063	1,196,798
Prepaid expenses and deposits	84,990	100,972
Deferred financing fees	49,139	26,334
Total current assets	2,264,192	2,030,246
Deposits and employee loans	30,398	13,813
Property, plant and equipment, net	8,178,694	8,231,826
Intangible assets, net	393,015	413,027
Total assets	10,866,300	10,688,912
LIABILITIES AND STOCKHOLDERS' EQUITY
Credit facility	1,019,513
Accounts payable and accrued liabilities	2,977,957	1,762,666
Customer deposits	8,185
Short-term loans	1,961,651	1,509,600
Payable to related parties and others	2,251,402	1,617,999
Total liabilities	8,218,708	4,890,265
Stockholders' equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized; Nil and 260,782 shares issued or outstanding as at November 30, 2012 and 2013, respectively	261
Common stock, $0.001 par value, 75,000,000 shares authorized; 6,553,169 and 7,231,417 shares issued and outstanding at November 30, 2012 and 2013, respectively	7,231	6,553
Additional paid-in capital	18,532,803	16,033,123
Accumulated deficit	(15,892,703)	(10,241,029)
Total stockholders' equity	2,647,592	5,798,647
Total liabilities and stockholders' equity	$ 10,866,300	$ 10,688,912

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5. PROPERTY, PLANT AND EQUIPMENT (Details Narrative) (USD $)	12 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Property Plant And Equipment Details Narrative
Depreciation Expense	$ 443,619	$ 241,083

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	12 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Cash flow from operating activities:
Net loss for the period	$ (5,651,665)	$ (3,966,765)
Adjustments to reconcile net loss to net cash provided by (used in) operations
Depreciation and amortization	463,825	258,414
Non-cash stock compensation	194,060	246,949
Unrealized foreign exchange gain (loss)	(120,966)	44,700
Penalty share expense		399,998
Deferred financing fees	48,388
Accrued interest expense	164,306
Bad debts	25,970
Write-down of processing equipment	115,600
Changes in operating assets and liabilities:
Accounts receivable	(877,468)	818,905
Inventories	280,135	(9,356)
Prepaid expenses, deposits and employee loans	(603)	(87,809)
Accounts payable and accrued liabilities	1,215,283	(678,827)
Customer deposits	8,185
Net cash used in operating activities	(4,134,950)	(2,973,791)
Cash flows from investing activities:
Additions to property, plant and equipment	(390,490)	(4,657,100)
Additions to intangible assets	(192)	(30,000)
Net cash used in investing activities	(390,682)	(4,687,100)
Cash flows from financing activities:
Credit facility	1,019,513
Advances of short term loans	1,938,040	1,464,900
Repayment of short-term loans	(1,444,350)
Advances from related parties and others	692,258	1,097,118
Repayments to related parties and others	(143,835)
Deferred financing fees	(71,193)	(26,334)
Issuance of common stock/units, net of issuance costs	1,833,389	3,834,630
Issuance of Preferred Stock/Units, net of issuance costs	473,170
Net cash provided by financing activities	4,296,992	6,370,314
NET DECREASE IN CASH AND CASH EQUIVALENTS	(228,640)	(1,290,577)
Cash and cash equivalents, beginning of period	402,724	1,693,301
CASH AND CASH EQUIVALENTS, END OF PERIOD	174,084	402,724
Supplemental disclosures of cash flow information, cash paid:
Interest	$ 361,270	$ 151,665

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15. COMMITMENTS (Details 1)	Nov. 30, 2013
Agreement 1
Start Date	Aug. 01, 2013
End Date	Jul. 31, 2018
Term	60 months
Agreement 2
Start Date	Apr. 01, 2013
End Date	Mar. 31, 2018
Term	60 months
Agreement 3
Start Date	Jul. 01, 2013
End Date	Jun. 30, 2018
Term	60 months
Agreement 4
Start Date	Dec. 01, 2011
End Date	Nov. 30, 2016
Term	60 months
Agreement 5
Start Date	Jan. 01, 2012
End Date	Dec. 31, 2016
Term	60 months
Agreement 6
Start Date	May 01, 2012
End Date	Jun. 30, 2015
Term	36 months
Agreement 7
Start Date	May 01, 2013
End Date	Apr. 30, 2018
Term	60 months
Agreement 8
Start Date	May 01, 2013
End Date	Apr. 30, 2018
Term	60 months

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12. STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Nov. 30, 2013

Stockholders Equity Tables

Schedule of common stock

	No. of Shares		Price per Share
Common Stock
Balance as at November 30, 2011		5,734,447
Issuance for cash		258,722	$	7.67
October 2012 – IPO issuance		560,000	$	5.00
Balance as at November 30, 2012		6,553,169
February 2013 Private Placement		425,000	$	4.00
August 2013 Private Placement		28,248	$	1.77
November 2013 Private Placement		200,000	$	2.00
November 2013 Issuance		25,000	$	2.08
		7,231,417

Schedule of preferred stock

	No. of Shares		Price per Share
Preferred Stock
Balance as at November 30, 2012		-
Series A-1 Private Placement		138,654	$	2.38
Series A-2 Private Placement		122,128	$	2.395
		260,782

Schedule of stock warrants

	Grant Date	Exercise Period	No of Warrants		Exercise Price per share		Fair Value of Broker Warrants
Balance as at November 30, 2011	Nov. 23, 2011	2 years from October 1, 2013		65,189	$	5.00
Warrants issued	Jan. 27, 2012	2 years from October 1, 2013		26,075	$	5.00
Class A warrants - IPO related	Oct. 12, 2012	5 years from October 30, 2013		560,000	$	7.50
Class B warrants - IPO related	Oct. 12, 2012	5 years from October 30, 2013		560,000	$	10.00
Broker Warrants related to IPO	Oct. 12, 2012	5 years from October 30, 2013		56,000	$	6.00	$	159,250
Class A warrants	Oct. 25, 2012	5 years from October 30, 2013		2,000	$	7.50
Class B warrants	Oct. 25, 2012	5 years from October 30, 2013		2,000	$	10.00
Balance as at November 30, 2012				1,271,264
Class A warrants - Private Placement	Feb. 19, 2013	5 years from grant date		425,000	$	7.50
Class B warrants - Private Placement	Feb. 19, 2013	5 years from grant date		425,000	$	10.00
Broker warrants - Private Placement	Feb. 19, 2013	5 years from grant date		42,500	$	4.20	$	101,600
Common stock warrants - Private Placement	Aug. 21, 2013	5 years from grant date		28,248	$	4.00
Common stock warrants - Private Placement	Sept. 17, 2013	5 years from grant date		138,654	$	4.00
Broker warrants - Private Placement	Sept. 17, 2013	5 years from grant date		13,865	$	2.38	$	10,330
Common stock warrants - Private Placement	Oct. 29, 2013	5 years from grant date		122,128	$	4.00
Broker warrants - Private Placement	Oct. 29, 2013	5 years from grant date		12,213	$	2.40	$	8,500
Common stock warrants - Private Placement	Nov. 4, 2013	5 years from grant date		150,000	$	4.00
Common stock warrants - Private Placement	Nov. 27, 2013	5 years from grant date		50,000	$	4.00
Balance as at November 30, 2013				2,678,872

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16. CONTRIBUTION AGREEMENTS WITH MINISTER OF NATURAL RESOURCES OF CANADA

12 Months Ended

Nov. 30, 2013

Notes to Financial Statements

16. CONTRIBUTION AGREEMENTS WITH MINISTER OF NATURAL RESOURCES OF CANADA

     Mississauga Facility:

In 2009, the Company entered into a Non-Refundable Contribution Agreement with the Minister of Natural Resources of Canada for the Mississauga facility under the ecoENERGY for Biofuels program. Under this agreement, as amended, the Company may receive up to $5,094,056 (CDN$5,410,000) in the years from 2009 to 2016 from the Canadian government in biodiesel production incentives when biodiesel is produced and sold. The contribution from the Canadian Government is non-refundable by the Company.

For the year ended November 30, 2013, the Company claimed incentives of $10,171 (2012 - $299,540).  Since entering into the program to November 30, 2013, the Company has claimed total incentives of $1,458,286 and has received total amount of $1,458,286.

Included in accounts receivable as at November 30, 2012 and 2013 is an amount receivable of $46,816 and $nil respectively, due from the Minister of Natural Resources of Canada.

    Sombra Facility:

In 2010, the Company applied for an incentive under the ecoENERGY for Biofuels program for its Sombra facility and was approved by the Canadian government. The final Contribution Agreement with the Minister of Natural Resources of Canada for the Sombra facility under the ecoENERGY for Biofuels program was signed by the Company and the Canadian Government on December 6, 2011.  Under this agreement, as amended, the Company may receive up to $13,921,744 (CDN$14,785,200) in the years from 2012 to 2017 from the Canadian government in biodiesel production incentives when biodiesel is produced and sold. The contribution from the Canadian Government is non-refundable by the Company.

For the year ended November 30, 2013, the Company claimed incentives of $536,875 (2012 - $nil).  Since entering into the program to November 30, 2013, the Company has claimed total incentives of $536,875 and has received total amount of $259,302.

Included in accounts receivable as at November 30, 2012 and 2013 is an amount receivable of $nil and $277,573 respectively, due from the Minister of Natural Resources of Canada.

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13. STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Nov. 30, 2013

Stock-Based Compensation Tables

Fair value assumtions used

Fiscal Year ended November 30,	2012		2013
Exercise price ($)		7.67		7.67
Risk-free interest rate		1.92% to 2.08%	1.59%
Expected term (Years)		10		10
Expected volatility		100%		100%
Expected dividend yield		0%		0%
Fair value of option ($)		6.86 to 6.90	1.83
Expected forfeiture rate	Nil		Nil

Stock option activities

	Number of options
Outstanding as of November 30, 2011		338,983
Granted		44,327
Outstanding as of November 30, 2012		383,310
Granted		10,000
Cancelled/forfeited		(27,379)
Outstanding as of November 30, 2013		365,931

Fair value assumtions used - 2012 Option Plan

Fiscal Year ended November 30,	2012		2013
Exercise price ($)		NA		3.94
Risk-free interest rate		NA	0.78%
Expected term (Years)		NA		5
Expected volatility		NA		100%
Expected dividend yield		NA		0%
Fair value of option ($)		NA	2.93
Expected forfeiture rate	NA		Nil

Stock option activities - 2012 Option Plan

	Number of options
Outstanding as of November 30, 2012		—
Granted		100,000
Exercised		—
Cancelled/forfeited		—
Outstanding as of November 30, 2013		100,000

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18. SUBSEQUENT EVENTS

12 Months Ended

Nov. 30, 2013

Subsequent Events [Abstract]

18. SUBSEQUENT EVENTS

The Company has performed an evaluation of subsequent events and has determined there have been the following material subsequent events requiring disclosure: 

On December 9, 2013, the Company signed a Letter of Intent (“LOI”) to acquire the assets of OTC Energy Technologies Inc. (“OTC”), including all of OTC’s technologies and know how relating to the conversion of several types of biomass into a chemical quality syngas which can be converted into renewable alcohols and fuels. The LOI is subject to execution and delivery of a mutually satisfactory purchase agreement and is not a binding commitment of either party. 

On December 16, 2013, Methes Canada entered into a one year term Mortgage Loan Agreement for $2,000,000 (CDN) at 9% per annum for the purposes of discharging the existing Term loan (July 2013) of $1,600,000 (CDN).  The difference will be used to upgrade the Mississauga facility for the production of biodiesel. Interest only is to be paid monthly and the term of one year has an option to renew for another year.

On December 20, 2013, the Company completed the Common Stock Unit Private Placement and issued an additional 1,081,161 Common Stock Units to accredited investors at a price of $2.00 per unit which raised additional net proceeds of approximately $1,877,000, after deducting the sales commission and fees.

On January 10, 2014, the Company sold 50,000 Common Stock Units to an accredited investor for a purchase price of $125,000 (or $2.50 per Common Stock Unit) of which, $100,000 was paid in cash and $25,000 will be paid in services to be rendered to the Company.

On January 17, 2014, the Company converted $128,000 USD (CDN $139,845) of the outstanding principal due on the January 2013 Note into 34,688 shares of Common Stock based on the closing market price of $3.69 per share of Common Stock on January 17, 2014.

On January 28, 2014, the Company borrowed $172,000 from a lender and issued to the lender a demand promissory note in the principal amount of $172,000 bearing interest of 8% per annum (the “New Note”). Repayment of the principal and accrued interest on the New Note will be due upon demand.

On January 30, 2014, the Company used the proceeds from the New Note to partially repay the January 2013 Note.

On February 13, 2014, Methes Canada entered into an agreement with a Canadian Company to produce biodiesel at the Mississauga facility. Pursuant to that agreement: (i) Methes Canada has agreed to provide use and occupancy of the Mississauga facility to the Canadian Company for a term of 18 months commencing May 1, 2014,  with an option to renew, for a monthly minimum payment of $6,960 (CDN); and (ii) the Canadian Company will provide the working capital for the production of biodiesel including the purchase of feedstock and other commodities for the purpose of biodiesel production.

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1. NATURE OF THE BUSINESS, FINANCING REQUIREMENTS AND BASIS OF PRESENTATION

12 Months Ended

Nov. 30, 2013

Accounting Policies [Abstract]

1. NATURE OF THE BUSINESS, FINANCING REQUIREMENTS AND BASIS OF PRESENTATION

Methes Energies International Ltd. (the “Company”, or “Methes”) was incorporated on June 27, 2007 in the State of Nevada. Methes, through its operations in Canada and the United States, is a biodiesel processing equipment provider and a biodiesel producer. The Company has developed biodiesel processing equipment to produce biodiesel from recycled oils. The Company, through its wholly-owned subsidiary Methes Energies Canada Inc. (“Methes Canada”), operates two biodiesel manufacturing facilities; one is located in Mississauga, Ontario with a nameplate production capacity of 1.3 million gallons per year (mmgy), and the second facility is capable of producing 13.0 mmgy of biodiesel located in Sombra, Ontario. In addition to Methes Canada, Methes Energies USA Ltd. ("Methes USA") was incorporated as the wholly-owned subsidiary of the Company on June 27, 2007.

On October 4, 2012, Methes Canada was approved by the U.S. Environmental Protection Agency ("EPA") as a Foreign Renewable Fuel Producer at its Sombra, Ontario plant. As a result the biodiesel produced at its Sombra, Ontario facility also became eligible for export to the United States. Obtaining this approval from the EPA enables the Company to sell its biodiesel produced at its Sombra, Ontario facility into the U.S., and provides its U.S. importer the ability to generate Renewable Identification Numbers ("RINS"). RINS are used in the U.S. by obligated parties to comply with the Renewable Fuel Standard 2 ("RFS2").

On October 12, 2012, the Company’s registration statement on Form S-1 (File No. 333-182302) for its initial public offering (“IPO”) was declared effective by the U.S. Securities and Exchange Commission (“SEC”).  On October 30, 2012, the Company consummated the IPO pursuant to which it sold 560,000 units (each a “Unit”) at a price of $5.00 per Unit, and received net proceeds of $1.8 million, after deducting the underwriting fees and offering expenses. Each Unit consisted of (i) one share of common stock, $.001 par value (“Common Stock”), (ii) one Class A warrant, to purchase one share of Common Stock at an exercise price of $7.50 (each a “Class A Warrant”), and (iii) one Class B warrant, to purchase one share of Common Stock at an exercise price of $10.00 (each a “Class B Warrant”).

The Units were listed on the NASDAQ Capital Market under the symbol “MEILU”.  Up to November 26, 2012, only the Units were traded.  On November 26, 2012, the Common Stock and the Warrants began trading separately under the symbols MEIL, MEILW and MEILZ when the Units ceased trading and were delisted.

As at November 30, 2013, due in large part to the funds spent to develop and build the Sombra facility, the Company had a working capital deficiency of $5,954,516. In order to meet its objectives, the Company required additional financing at November 30, 2013 to get the second machine at Sombra operational and to fund working capital. The Company anticipates that its Sombra facility will generate positive cash flow from operations and will operate profitably once full-scale commercial operations are achieved in the second quarter of fiscal year 2014. It is management’s opinion that the anticipated positive cash flows from operations, cash from additional and refinanced loans along with the proceeds from the subsequent Private Placement referred to in Note 18, will be sufficient to meet the Company’s financing requirements for at least the next 12 months.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Nov. 30, 2013	Nov. 30, 2012
Stockholders' equity
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares authorized	10,000,000	10,000,000
Preferred stock shares issued	260,782	0
Preferred stock shares outstanding	260,782	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	7,231,417	6,553,169
Common stock, shares outstanding	7,231,417	6,553,169

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11. INCOME TAXES

12 Months Ended

Nov. 30, 2013

Income Tax Disclosure [Abstract]

11. INCOME TAXES

The following table reconciles the expected income tax recovery at the statutory federal income tax rate of 34% to the amount recognized in the statements of operations:

	Year Ended November 30, 2012			Year Ended November 30, 2013
Loss before income taxes	$	3,966,765		$	5,651,665
Expected income tax recovery		(1,388,368	)		(1,978,080)
Non-deductible expenses		220,364			74,570
Difference in foreign tax rates, changes in tax rate, foreign exchange impact on translation of tax base and other adjustments		87,315			558,030
Change in valuation allowance		1,080,689			1,345,480
	$	-		$	-

The Company’s deferred income tax assets and liabilities, which are primarily related to Canada, are as follows:

	As at November 30, 2012			As at  November 30, 2013
Deferred income tax assets
Non-capital losses carried forward	$	2,453,326		$	4,024,820
Less: allocated against deferred tax liabilities		(405,383	)		(631,390)
Less: valuation allowance		(2,047,943	)		(3,393,430)
	$	-		$	-
Deferred tax liabilities
Property, plant and equipment and intangible assets	$	405,383		$	631,390
Less: offset by deferred tax assets		(405,383	)		(631,390)
	$	-		$	-

Since inception to November 30, 2013 the Company has incurred net losses, primarily related to Canada, for tax purposes of $16,211,333, which expire at various times through fiscal 2033. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. However, the potential tax benefit of net operating losses has not been recognized in these consolidated financial statements due to the uncertainty of their realization.

As at November 30, 2013 and 2012, the Company is not subject to any uncertain tax positions.

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Document and Entity Information (USD $)	12 Months Ended
	Nov. 30, 2013	Feb. 20, 2014	May 31, 2013
Document And Entity Information
Entity Registrant Name	METHES ENERGIES INTERNATIONAL LTD
Entity Central Index Key	0001436549
Document Type	10-K
Document Period End Date	Nov. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--11-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 16,262,447
Entity Common Stock, Shares Outstanding		8,372,266
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2013

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12. STOCKHOLDERS' EQUITY

12 Months Ended

Nov. 30, 2013

Equity [Abstract]

12. STOCKHOLDERS' EQUITY

Common Stock

The Company is authorized to issue 75,000,000 shares of Common Stock with a par value of $0.001 and had 6,553,169 and 7,231,417 shares of Common Stock issued and outstanding as of November 30, 2012 and 2013, respectively.

	No. of Shares		Price per Share
Common Stock
Balance as at November 30, 2011		5,734,447
Issuance for cash		258,722	$	7.67
October 2012 – IPO issuance		560,000	$	5.00
Balance as at November 30, 2012		6,553,169
February 2013 Private Placement		425,000	$	4.00
August 2013 Private Placement		28,248	$	1.77
November 2013 Private Placement		200,000	$	2.00
November 2013 Issuance		25,000	$	2.08
		7,231,417

February 2013 Private Placement:

In the February 2013 Private Placement, the Company issued 425,000 Units to accredited investors at a price of $4.00 per unit and raised net proceeds of approximately $1,493,850, after deducting the sales commission and fees. Each Unit consists of one share of Common Stock, one Class A Warrant and one Class B Warrant, identical to the securities issued under the IPO. Each Class A and Class B warrant is exercisable to purchase one share of Common Stock at $7.50 and $10.00, respectively, and expires on October 12, 2017.

In connection with the issuance of the Units in the February 2013 Private Placement, the Company issued warrants to purchase an aggregate of 42,500 Units, with an exercise price of $4.20 per Unit, to the placement agents for the February 2013 Private Placement. The fair value of these warrants on the issuance date was $101,600, which has been recorded to additional paid-in capital. This amount was estimated using the Black-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 0.89%, a dividend yield of 0%, and an expected volatility of 75% (see Stock Warrants table below).

August 2013 Private Placement:

In August 2013, the Company raised gross proceeds of $50,000 in the Regulation S Private Placement, pursuant to which it issued 28,248 shares of Common Stock and 28,248 Regulation S Warrants.  Under the Regulation S Private Placement, the Company is authorized to sell, issue and deliver up to 1,000,000 units at a price per unit equal to the closing price per share of Common Stock on the trading day immediately preceding each closing plus $0.125.  Each unit consists of one share of Common Stock and one Regulation S Warrant.

November 2013 Private Placement:

In November 2013, the Company commenced a private offering of 1,281,161 common stock units ("Common Stock Units") at $2.00 per unit (the “Common Stock Unit Private Placement”).  Each unit consisted of one share of Common Stock and one five year Common Stock purchase warrant to purchase one share of Common Stock at an exercise price of $4.00 per share, which are exercisable beginning six months after the issuance date (the “Common Stock Warrant”).  In November 2013, the Company sold an aggregate of 200,000 Common Stock Units to accredited investors and raised net proceeds of approximately $363,000, after deducting the sales commission and fees, in the Common Stock Unit Private Placement. (see Note 18 "Subsequent Events” for sale of the remaining Common Stock Units).

In connection with the issuance of some of the units in the Common Stock Unit Private Placement, the Company issued warrants to purchase an aggregate of 5,000 Common Stock Units, with an exercise price of $2.00 per unit, to the placement agents for the Common Stock Unit Private Placement. The fair value of these warrants on the issuance date was $6,400, which has been recorded to additional paid-in capital. This amount was estimated using the Black-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 1.36%, a dividend yield of 0%, and an expected volatility of 75%. (Issued December 20, 2013).

November 2013 Issuance:

On November 18, 2013, the Company entered into a Consulting Agreement pursuant to which it agreed to issue 100,000 shares of Common Stock in four equal installments to a consultant as payment for services rendered and to be rendered by the consultant to the Company.  The number of shares of Common Stock was determined based on the $2.08 per share closing market price on November 18, 2013.  To date, 25,000 shares of Common Stock have been issued to a consultant pursuant to the Consulting Agreement.

Preferred Stock

The Company is authorized to issue 10,000,000 shares of Preferred Stock with a par value of $0.001 and had nil and 260,782 shares of preferred stock issued or outstanding as of November 30, 2012 and 2013.

	No. of Shares		Price per Share
Preferred Stock
Balance as at November 30, 2012		-
Series A-1 Private Placement		138,654	$	2.38
Series A-2 Private Placement		122,128	$	2.395
		260,782

Series A-1 Private Placement:

In September 2013, the Company issued 138,654 units to accredited investors at a price of $2.38 per unit (the “Series A-1 Units”) under its Series A-1 Preferred Stock private placement and raised net proceeds of approximately $251,300, after deducting the sales commission and fees. Each unit consists of one share of Series A 10% Cumulative Convertible Preferred Stock, par value $0.001 per share of the Company (“Series A Preferred Stock”) and one five year Common Stock purchase warrant to purchase one share of Common Stock at an exercise price of $4.00 per share, which are exercisable beginning six months after the issuance date (the “Series A Warrant”).

In connection with the issuance of the Series A-1 Units, the Company issued warrants to purchase an aggregate of 13,865 Series A-1 Units, with an exercise price of $2.38 per Unit, to the placement agents for the Private Placement. The fair value of these warrants on the issuance date was $10,330, which has been recorded to additional paid-in capital. This amount was estimated using the Black-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 1.74%, a dividend yield of 10%, and an expected volatility of 75%. (see Stock Warrants table below).

Series A-2 Private Placement:

In October 2013, the Company issued 122,128 units to accredited investors at a price of $2.395 per unit (the “Series A-2 Units”) under its Series A-2 Preferred Stock private placement and raised net proceeds of approximately $221,610, after deducting the sales commission and fees. Each unit consists of one share of Series A 10% Cumulative Convertible Preferred Stock, par value $0.001 per share of the Company (“Series A Preferred Stock”) and one five year Common Stock purchase warrant to purchase one share of Common Stock at an exercise price of $4.00 per share, which are exercisable beginning six months after the issuance date (the “Series A Warrant”).

In connection with the issuance of the Series A-2 Units, the Company issued warrants to purchase an aggregate of 12,213 Series A-2 Units, with an exercise price of $2.395 per Unit, to the placement agents for the Private Placement. The fair value of these warrants on the issuance date was $8,500, which has been recorded to additional paid-in capital. This amount was estimated using the Black-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 1.29%, a dividend yield of 10%, and an expected volatility of 75%. (see Stock Warrants table below).

Stock Warrants Table

	Grant Date	Exercise Period	No of Warrants		Exercise Price per share		Fair Value of Broker Warrants
Balance as at November 30, 2011	Nov. 23, 2011	2 years from October 1, 2013		65,189	$	5.00
Warrants issued	Jan. 27, 2012	2 years from October 1, 2013		26,075	$	5.00
Class A warrants - IPO related	Oct. 12, 2012	5 years from October 30, 2013		560,000	$	7.50
Class B warrants - IPO related	Oct. 12, 2012	5 years from October 30, 2013		560,000	$	10.00
Broker Warrants related to IPO	Oct. 12, 2012	5 years from October 30, 2013		56,000	$	6.00	$	159,250
Class A warrants	Oct. 25, 2012	5 years from October 30, 2013		2,000	$	7.50
Class B warrants	Oct. 25, 2012	5 years from October 30, 2013		2,000	$	10.00
Balance as at November 30, 2012				1,271,264
Class A warrants - Private Placement	Feb. 19, 2013	5 years from grant date		425,000	$	7.50
Class B warrants - Private Placement	Feb. 19, 2013	5 years from grant date		425,000	$	10.00
Broker warrants - Private Placement	Feb. 19, 2013	5 years from grant date		42,500	$	4.20	$	101,600
Common stock warrants - Private Placement	Aug. 21, 2013	5 years from grant date		28,248	$	4.00
Common stock warrants - Private Placement	Sept. 17, 2013	5 years from grant date		138,654	$	4.00
Broker warrants - Private Placement	Sept. 17, 2013	5 years from grant date		13,865	$	2.38	$	10,330
Common stock warrants - Private Placement	Oct. 29, 2013	5 years from grant date		122,128	$	4.00
Broker warrants - Private Placement	Oct. 29, 2013	5 years from grant date		12,213	$	2.40	$	8,500
Common stock warrants - Private Placement	Nov. 4, 2013	5 years from grant date		150,000	$	4.00
Common stock warrants - Private Placement	Nov. 27, 2013	5 years from grant date		50,000	$	4.00
Balance as at November 30, 2013				2,678,872

During the year ended November 30, 2012, the Company issued 258,722 shares of Common Stock for cash at $7.67 per share and 26,075 Common Stock warrants at an exercise price of $7.67.  On October 1, 2013, the warrants were amended to extend the exercise period of one year from IPO issuance to two years from October 1, 2013 and decrease the exercise price from $7.67 to $5.00 per share.

On November 23, 2011, the Company issued together with 130,378 shares of Common Stock, 65,189 Common Stock warrants at an exercise price of $7.67. The warrants were initially exercisable for a period of one year commencing from the date the Company starts trading publicly on the NASDAQ or the NYSE MKT. On October 1, 2013, the warrants were amended to extend the exercise period of one year from IPO issuance to two years from October 1, 2013 and decrease the exercise price from $7.67 to $5.00 per share.The warrant holders are generally protected from anti-dilution by adjustments for any stock dividends, stock split, combination or other recapitalizations. In addition, the Company was required to issue or cause to be transferred 52,151 shares of additional Common Stock as penalty shares on behalf of the Company, should the Company not be listed on the NASDAQ or the NYSE MKT, and did not meet certain operating requirements, on or before July 1, 2012. As the Company was not listed on the NASDAQ or the NYSE MKT, and did not meet certain operating requirements, by July 1, 2012, a Company's shareholder, Softdiffusion SA, transferred 52,151 shares of Common Stock with an estimated fair value of $7.67 per share to a new stockholder as settlement for the penalty share obligation. The estimated fair value of $399,998 for these shares have been recorded by the Company as part of the general and administrative expenses and charged to additional paid-in capital for the fiscal year ended November 30, 2012.

As described in Note 1, on October 30, 2012, the Company completed an IPO pursuant to which it sold 560,000 Units, with an offering price of $5.00, and received net proceeds of $1.8 million, after deducting the underwriting fees and offering expenses. The total expenses amounting to $996,477 that were directly incurred in connection with the IPO, including underwriting fees, offering expenses and legal costs were charged against additional paid-in capital upon completion of the IPO. Each Unit consists of (i) one share of Common Stock, (ii) one Class A warrant, to purchase one share of Common Stock at an exercise price of $7.50, and (iii) one Class B warrant, to purchase one share of Common Stock at an exercise price of $10.00. The Class A and Class B warrants are exercisable for a period of five years commencing from the date of the IPO. Commencing six months after the date of the IPO, the Company may redeem some or all of the Class A warrants at a price of $0.05 per warrant after the closing bid price of its Common Stock has been at or above 200% of the unit offering price for five consecutive trading days, by giving the holders not less than 30 days’ notice. Commencing six months after the date of the IPO, the Company may redeem some or all of the Class B warrants at a price of $0.05 per warrant after it reports, for any four consecutive fiscal quarters, a total of $8 million of income before income taxes, by giving the holders not less than 30 days’ notice.

On October 30, 2012, in connection with the IPO, the Company issued warrants to purchase 56,000 Units, identical to the Units offered under the IPO, with an exercise price of $6.00, to the representative of the underwriters of the offering. The fair value of these warrants at the date of the grant was $159,249. This amount was estimated using the Black-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 0.74%, a dividend yield of 0%, and an expected volatility of 75%.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	12 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Revenue
Biodiesel sales	$ 7,793,420	$ 5,801,146
Feedstock sales	320,585	393,208
Glycerin sales	111,507	49,894
Government incentives	547,046	299,540
Equipment sales	7,567	(241,342)
Royalties	33,045	66,445
Others	56,767	180,857
Revenue, Total	8,869,937	6,549,748
Cost of goods sold	8,330,648	6,342,874
Gross profit	539,289	206,874
Operating expenses
Selling, general and administrative expenses	5,665,778	3,926,627
Loss before interest and taxes	(5,126,489)	(3,719,753)
Other income (expenses)
Interest expense	(525,576)	(250,146)
Interest income	400	3,134
Loss before income taxes	(5,651,665)	(3,966,765)
Income taxes
Net loss for the period	$ (5,651,665)	$ (3,966,765)
Net Loss Per Common Share - Basic and Diluted	$ (0.82)	$ (0.67)
Weighted average number of common shares - Basic and Diluted	6,904,706	5,961,659

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6. INTANGIBLE ASSETS

12 Months Ended

Nov. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

6. INTANGIBLE ASSETS

The major components of finite-lived intangible assets, which consist of acquired intellectual property for the design and engineering of biodiesel processor equipment, were as follows:

	As at November 30, 2012
			Accumulated		Net Book
	Cost		Amortization		Value
Denami 600	$	414,174	$	91,477	$	322,697
Denami 3000		90,735		405		90,330
	$	504,909	$	91,882	$	413,027

	As at November 30, 2013
			Accumulated		Net Book
	Cost		Amortization		Value
Denami 600	$	414,174		108,045	$	306,129
Denami 3000		90,927		4,041		86,886
	$	505,101	$	112,086	$	393,015

Total amortization expense included in selling, general and administrative expenses in the consolidated statements of operations related to intangible assets for the year ended November 30, 2012 and 2013 was $17,331and $20,206, respectively.

Estimated future aggregate amortization expense for fiscal years ending November 30 is as follows:

	2014		2015		2016		2017		2018		Thereafter
Amortization expense	$	20,202	$	20,202	$	20,202	$	20,202	$	20,202	$	292,005

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5. PROPERTY, PLANT AND EQUIPMENT

12 Months Ended

Nov. 30, 2013

Property, Plant and Equipment [Abstract]

5. PROPERTY, PLANT AND EQUIPMENT

	As at November 30, 2012
			Accumulated		Net Book
	Cost		Depreciation		Value
Sombra site:
Land	$	409,134	$	-	$	409,134
Building		2,820,294		168,663		2,651,631
Equipment		727,020		257,475		469,545
Equipment - Denami 3000		3,964,293		25,059		3,939,234
Mississauga site:
Computer equipment		30,014		20,589		9,425
Leasehold improvements		102,202		45,218		56,984
Equipment and fixtures		255,463		146,782		108,681
Equipment - Denami 600		720,042		132,850		587,192
	$	9,028,462	$	796,636	$	8,231,826

	As at November 30, 2013
			Accumulated		Net Book
	Cost		Depreciation		Value
Sombra site:
Land	$	409,134	$	-	$	409,134
Building		2,944,356		241,910		2,702,446
Equipment		775,865		385,400		390,465
Equipment - Denami 3000		4,164,968		189,527		3,975,441
Computer equipment		11,835		5,917		5,918
Vehicle		11,622		291		11,331
Mississauga site:
Computer equipment		23,464		22,148		1,316
Leasehold improvements		102,201		55,610		46,591
Equipment and fixtures		255,463		177,801		77,662
Equipment - Denami 600		720,042		161,652		558,390
	$	9,418,950	$	1,240,256	$	8,178,694

Total depreciation expense included in selling, general and administrative expenses in the consolidated statements of operations related to property, plant and equipment for the year ended November 30, 2012 and 2013 was $241,083 and $443,619, respectively.

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17. SEGMENT INFORMATION

12 Months Ended

Nov. 30, 2013

Segment Reporting [Abstract]

17. SEGMENT INFORMATION

The Company's assets and operating facilities, other than cash and cash equivalents balances of $336,065 at November 30, 2012 and $16,066 at November 30, 2013, are all located in Canada. The Company services the majority of its customers in the United States.  The Company derives its revenue geographically as follows:

	Year Ended November 30, 2012		Year Ended November 30, 2013
Revenue
United States	$	5,678,693	$	7,749,825
Canada		871,055		1,120,112
	$	6,549,748	$	8,869,937

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13. STOCK-BASED COMPENSATION

12 Months Ended

Nov. 30, 2013

Equity [Abstract]

13. STOCK-BASED COMPENSATION

The Company’s Amended and Restated 2008 Directors, Officers and Employees Stock Option Plan, was originally approved by stockholders at the annual general meeting of the Company held on December 5, 2007, and subsequently amended by the stockholders on July 23, 2008. This plan was established to enable the Company to attract and retain the services of highly qualified and experienced directors, officers, employees and consultants and to give such persons an interest in the success of the Company and its subsidiaries. The total number of shares currently authorized under the plan is 391,134. The options and awards will be granted at the discretion of the Board of Directors. Options issued under the plan that are deemed to be incentive stock options will be priced at not less than 100% of the fair market value of the common shares at the date of the grant, subject to certain limitations for 10 percent stockholders. The fair value of each option granted is estimated at the time of grant using the Black-Scholes option pricing model using the following assumptions:

Fiscal Year ended November 30,	2012		2013
Exercise price ($)		7.67		7.67
Risk-free interest rate		1.92% to 2.08%	1.59%
Expected term (Years)		10		10
Expected volatility		100%		100%
Expected dividend yield		0%		0%
Fair value of option ($)		6.86 to 6.90	1.83
Expected forfeiture rate	Nil		Nil

All the grants vest quarterly over a two year period and expire on the tenth anniversary of the grant date. The following table summarizes the stock option activities of the Company:

	Number of options
Outstanding as of November 30, 2011		338,983
Granted		44,327
Outstanding as of November 30, 2012		383,310
Granted		10,000
Cancelled/forfeited		(27,379)
Outstanding as of November 30, 2013		365,931

As of November 30, 2013 the Company has granted a total of 365,931 options to purchase common stock to employees, directors and advisory board members, all of which are currently outstanding and of which 353,922 are vested and exercisable. All of these outstanding stock options have an exercise price above the average market price.

The Company recorded $246,949 and $87,907 in general and administrative expenses for share-based compensation expense for the years ended November 30, 2012 and 2013, respectively, with corresponding credits to additional paid-in capital. As of November 30, 2013, the total fair value of the options granted to employees at the respective grant dates was $1,476,973, of which the unrecognized portion of $13,088 related to the unvested shares associated with these stock option grants will be recognized over a period of two years. The Company will issue new shares upon exercise of the stock options.

2012 Option Plan:

Under the Company’s 2012 Directors, Officers and Employees Stock Option Plan the Company granted a total of 100,000 options to purchase Common Stock to its four independent directors and chief financial officer on April 2, 2013.  The total number of shares currently authorized under the plan is 400,000.  The options and awards will be granted at the direction of the Board of Directors. Options issued under the plan that are deemed to be incentive stock options will be priced at not less than 100 percent of the fair market value of the shares of Common Stock underlying the options at the date of the grant, subject to certain limitations for 10 percent stockholders. The fair value of each option granted was estimated at the time of grant using the Black-Scholes option pricing model.

Fiscal Year ended November 30,	2012		2013
Exercise price ($)		NA		3.94
Risk-free interest rate		NA	0.78%
Expected term (Years)		NA		5
Expected volatility		NA		100%
Expected dividend yield		NA		0%
Fair value of option ($)		NA	2.93
Expected forfeiture rate	NA		Nil

All the grants vest yearly at the rate of 1/3 starting on the first year anniversary of the grant date and expire on the fifth anniversary of the grant date. The following table summarizes the stock option activities of the Company.

	Number of options
Outstanding as of November 30, 2012		—
Granted		100,000
Exercised		—
Cancelled/forfeited		—
Outstanding as of November 30, 2013		100,000

The share-based compensation for the fiscal year end November 30, 2013 was $106,152 (November 30, 2012 - $nil).

As of November 30, 2013 the Company has granted options to purchase a total of 100,000 shares of Common Stock at an exercise price of $3.94 per share, to its four independent directors and chief financial officer, all of which are currently outstanding and of which none are vested and exercisable. All of these outstanding stock options have an exercise price equal to the fair market price on the date of grant. As of November 30, 2013, the total fair value of the options granted to the independent directors and chief financial officer at the respective grant dates was $292,174, of which the unrecognized portion of $186,022 related to the unvested shares associated with these stock option grants will be recognized over a period of three years.

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9. CREDIT FACILITY

12 Months Ended

Nov. 30, 2013

Notes to Financial Statements

9. CREDIT FACILITY

On August 16, 2013, Methes Canada entered into and closed on a working capital loan facility from a Toronto, Ontario lending firm (the “Working Capital Facility”). Under the Working Capital Facility, Methes Canada may borrow up to $1,500,000 for its Sombra, Ontario biodiesel manufacturing plant, of which up to $750,000 may be from cash advances against Methes Canada’s accounts receivables through factoring of accounts receivable with full recourse and up to an additional $750,000 in cash advances for use exclusively to purchase feedstock for the production of biodiesel. The Working Capital Facility is secured by a pledge of the accounts receivable and inventory of Methes Canada and Methes USA.

In connection with all borrowings to purchase feedstock, Methes Canada issued a promissory note to the lender bearing a per annum interest rate equal to the Bank of Montreal Prime Rate plus sixteen percent (16%) and is due and payable upon the earlier of demand or August 13, 2014. The effective interest rate as of November 30, 2013 was 19% (16% plus 3% prime rate).  Under the terms of the promissory note, interest only is payable monthly on the last business day of each calendar month. Cash advances against accounts receivables will be based on the amount of the receivables net of a purchase discount as agreed with the lender with an interest rate of Bank of Montreal Prime Rate plus three percent (3%).  Effective interest rate as of November 30, 2013 was 6% (3% plus 3% prime rate). The amounts outstanding under this promissory note must be recorded on the grid schedule provided by the lender. As of November 30, 2013 there is a balance of $1,019,513 payable to the lender under the Working Capital Facility (November 30, 2012 - $nil).

Interest expense incurred for the year ended November 31, 2012 and 2013 was $nil and $65,822, respectively.

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17. SEGMENT INFORMATION (Details) (USD $)	12 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Revenue
United States	$ 7,749,825	$ 5,678,693
Canada	1,120,112	871,055
Segment Information, Total	$ 8,869,937	$ 6,549,748

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7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

12 Months Ended

Nov. 30, 2013

Payables and Accruals [Abstract]

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities are comprised of the following:

	As at November 30, 2012		As at November 30, 2013
Accounts payable	$	1,128,115	$	2,766,661
Accrued liabilities		634,551		211,296
	$	1,762,666	$	2,977,957

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8. SHORT-TERM LOANS

12 Months Ended

Nov. 30, 2013

Debt Disclosure [Abstract]

8. SHORT TERM LOANS

	As at November 30, 2012		Advances and Reallocations		Interest Accrued		Repayments		Foreign Exchange Adjustments		As at November 30, 2013
Term loan (June 2012)	$	1,509,600	$	-	$	-	$	(1,444,350)	$	(65,250)	$	-
Term loan (July 2013)		-		1,540,640		-		-		(34,080)		1,506,560
Promissory note (i)		-		49,333		3,200		-		-		52,533
Promissory note (ii)		-		397,400		25,915		-		(20,757)		402,558
	$	1,509,600	$	1,987,373	$	29,115	$	(1,444,350)	$	(120,087)	$	1,961,651

Term loan (June 2012)

On June 20, 2012, Methes Canada entered into a term loan facility agreement with a lender that allows Methes Canada to borrow up to $1,412,400 (historical amount of $1,464,900 or CDN$1,500,000). The term loan, which was drawn in late June 2012, was repayable in 12 months and bore interest at 23% per annum. The loan was fully repaid in July 2013 from another term loan entered into on July 12, 2013 discussed below. Interest expense incurred during the year ended November 30, 2012 and 2013 was $149,375 and $212,635, respectively.

Term loan (July 2013)

On July 12, 2013, Methes Canada entered into a term loan facility agreement with a lender (the “Agreement”) pursuant to which Methes Canada is able to borrow up to $1,506,560 (historical amount of $1,540,640 or CDN$1,600,000) for a term of 12 months at an interest rate of 12% per annum (the “July 2013 Facility”). Under the terms of the Agreement, interest is payable monthly and outstanding principal is due at maturity. Outstanding principal would be prepayable after six months upon 30 days’ notice and payment of a penalty equal to one-month's interest. The July 2013 Facility is collateralized by a security agreement from Methes Canada on certain of its assets except for accounts receivable and inventory and a first collateral mortgage on its real property located at Sombra, Ontario.  The July 2013 Facility prohibits payment of debt owed by the Company to certain of its stockholders and a director (see note 10) during the life of the facility and contains other customary debt covenants. See note 18, Subsequent Events, for discharging and refinancing of this loan.

Interest expense incurred during the year ended November 30, 2012 and 2013 was $nil and $70,897, respectively.  

The proceeds from the July 2013 Facility were used to repay the term loan (June 2012) of $1,444,350 (historical amount of $1,464,900 or CDN$1,500,000).

Promissory Notes:

(i)   In January 2010, the Company borrowed $40,000 from a lender and issued to the lender a demand promissory note in the principal amount of $40,000 bearing interest of 8% per annum.  Repayment of the loan and payment of the accrued interest is due upon demand. Interest expense incurred during the year ended November 30, 2012 and 2013 was $3,200 and $3,200, respectively.  Previously, this loan was grouped as payable to related party as the lender held stocks of the Company.  As at November 30, 2013, no stocks are held by the lender and therefore, this loan has been regrouped under short-term loans.

(ii)   On January 26, 2013, the Company borrowed $376,640 (historical amount of $397,400 or CDN $400,000) from a lender and issued to the lender a demand promissory note in the principal amount of CDN $400,000 bearing interest of 8% per annum (the “January 2013 Note”). Repayment of the loan and payment of the accrued interest will be due upon demand. Interest expense incurred during the year ended November 30, 2012 and 2013 was $nil and $25,915, respectively. On January 17, 2014, this note was partially settled through issuance of shares of Common Stock. On January 30, 2014, a part of this note was settled through cash repayment.  See 'Subsequent Events', Note 18.

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10. PAYABLE TO RELATED PARTIES AND OTHERS

12 Months Ended

Nov. 30, 2013

Related Party Transactions [Abstract]

10. PAYABLE TO RELATED PARTIES AND OTHERS

Payable to related parties is comprised of the following:

	As at November 30, 2012		As at November 30, 2013
Michel G. Laporte (stockholder and Director)	$	172,389	$	719,230
World Asset Management Inc. (stockholder)		1,396,277		1,495,477
Soft Diffusion SA (see note 8 (i))		49,333		-
Other loan		-		36,695
	$	1,509,600	$	2,251,402

The payables to related parties and others bear interest at a rate of 8% per annum, are unsecured and repayable on demand.  The related parties and others have agreed in writing to postpone the repayment of their debts in favour of the credit facility referred to in note 9. Interest expense for the year ended November 30, 2013 was $135,191 ($97,118 for the year ended November 30, 2012).

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11. INCOME TAXES (Tables)

12 Months Ended

Nov. 30, 2013

Income Tax Disclosure [Abstract]

Tax reconciliation

	Year Ended November 30, 2012			Year Ended November 30, 2013
Loss before income taxes	$	3,966,765		$	5,651,665
Expected income tax recovery		(1,388,368	)		(1,978,080)
Non-deductible expenses		220,364			74,570
Difference in foreign tax rates, changes in tax rate, foreign exchange impact on translation of tax base and other adjustments		87,315			558,030
Change in valuation allowance		1,080,689			1,345,480
	$	-		$	-

Deferred income tax assets and liabilities

	As at November 30, 2012			As at  November 30, 2013
Deferred income tax assets
Non-capital losses carried forward	$	2,453,326		$	4,024,820
Less: allocated against deferred tax liabilities		(405,383	)		(631,390)
Less: valuation allowance		(2,047,943	)		(3,393,430)
	$	-		$	-
Deferred tax liabilities
Property, plant and equipment and intangible assets	$	405,383		$	631,390
Less: offset by deferred tax assets		(405,383	)		(631,390)
	$	-		$	-

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11. INCOME TAXES (Details 1) (USD $)	Nov. 30, 2013	Nov. 30, 2012
Deferred income tax assets
Non-capital losses carried forward	$ 4,024,820	$ 2,453,326
Less: allocated against deferred tax liabilities	(631,390)	(405,383)
Less: valuation allowance	(3,393,430)	(2,047,943)
Deferred income tax assets	0	0
Deferred tax liabilities
Property, plant and equipment and intangible assets	631,390	405,383
Less: offset by deferred income tax assets	(631,390)	(405,383)
Deferred income tax liabilities	$ 0	$ 0

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15. COMMITMENTS

12 Months Ended

Nov. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

15. COMMITMENTS

Building Leases:

Methes Canada is a party to a lease agreement for the Mississauga facility and to a sublease agreement for a unit adjacent to its Mississauga facility. On September 28, 2012, the Company re-negotiated and renewed a combined five year lease term for both of these facilities starting from January 1, 2013 to December 31, 2017. The renewed lease term provides for a two month rent free period in 2013.

As at November 30, 2013, Methes Canada must pay, in addition to other amounts such as its pro rata share of taxes, the following amounts over the term of the lease:

	Annual
	Minimum Rent
2014	$	139,110
2015	$	139,110
2016	$	139,110
2017	$	139,110
2018	$	11,593

Railroad Car Leases:

As at November 30, 2013, the Company is a party to the following lease agreements for railcars at its Sombra facility:

	Start Date	End Date	Term
Four railcars at $3,100 per month	August 1, 2013	July 31, 2018	60 months
Four railcars at $3,100 per month	April 1, 2013	March 31, 2018	60 months
Four railcars at $ 3,600 per month	July 1, 2013	June 30, 2018	60 months
Four railcars at $3,140  per month	December 1, 2011	November 30, 2016	60 months
One railcar at $575 per month	January 1, 2012	December 31, 2016	60 months
One railcar at $575 per month	May 1, 2012	June 30, 2015	36 months
Ten railcars at $8,460 per month	May 1, 2013	April 30, 2018	60 months
Ten railcars at $8,510 per month	May 1, 2013	April 30, 2018	60 months

	Annual Minimum Rent
2014	$	372,720
2015	$	369,845
2016	$	365,820
2017	$	321,815
2018	$	147,250

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Nov. 30, 2013

Summary Of Significant Accounting Policies Tables

Estimated useful lives schedule

Sombra facility:
Building	40 years
Equipment	5 years
Equipment - Denami 3000	25 years
Computer equipment	2 years
Vehicle	10 years
Mississauga facility:
Computer equipment	2 years
Leasehold improvements	Over the lease term
Equipment and fixtures	5 years
Equipment - Denami 600	25 years

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10. PAYABLE TO RELATED PARTIES (Details) (USD $)	Nov. 30, 2013	Nov. 30, 2012
Payable to related parties	$ 2,251,402	$ 1,617,999
Michel G. Laporte (stockholder and Director)
Payable to related parties	719,230	172,389
World Asset Management Inc. (stockholder)
Payable to related parties	1,495,477	1,396,277
Soft Diffusion SA
Payable to related parties		49,333
Other Loan
Payable to related parties	$ 36,695

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	12 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Summary Of Significant Accounting Policies Details Narrative
Shipping and handling costs	$ 309,675	$ 344,146

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $)	Common Stock	Preferred Stock	Additional Paid-In Capital	Subscription Receivable	Accumulated Deficit	Total
Beginning Balance, Amount at Nov. 30, 2011	$ 5,734		$ 11,598,421	$ (46,056)	$ (6,274,264)	$ 5,283,835
Beginning Balance, Shares at Nov. 30, 2011	5,734,447
Issuance of common stock for cash, Shares	258,722
Issuance of common stock for cash, Amount	259		1,984,792			1,985,051
Issuance of units - IPO, Shares	560,000
Issuance of units - IPO, Amount	560		2,799,440			2,800,000
Issuance cost - Common Stock			(996,477)			(996,477)
Stock-based compensation			246,949			246,949
Stock subscription				46,056		46,056
Penalty shares			399,998			399,998
Net loss for the period					(3,966,765)	(3,966,765)
Ending Balance, Amount at Nov. 30, 2012	6,553		16,033,123		(10,241,029)	5,798,647
Ending Balance, Shares at Nov. 30, 2012	6,553,169
Issuance of units under private placements, Shares	653,248
Issuance of units under private placements, Amount	653		2,149,347			2,150,000
Issuance cost - Common Stock			(368,611)			(368,611)
Issuance of Common Stock for services, Shares	25,000
Issuance of Common Stock for services, Amount	25		51,975			52,000
Issuance of preferred stock units under private placement, Shares		260,782
Issuance of preferred stock units under private placement, Amount		261	622,239			622,500
Issuance cost – preferred shares			(149,330)			(149,330)
Issuance of common stock options to employees and officers			194,060			194,060
Dividends payable on preferred stock units					(9)	(9)
Net loss for the period					(5,651,665)	(5,651,665)
Ending Balance, Amount at Nov. 30, 2013	$ 7,231	$ 261	$ 18,532,803		$ (15,892,703)	$ 2,647,592
Ending Balance, Shares at Nov. 30, 2013	7,231,417	260,782

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4. INVENTORIES

12 Months Ended

Nov. 30, 2013

Inventory Disclosure [Abstract]

4. INVENTORIES

Inventories consisted of the following:

	As at November 30, 2012		As at November 30, 2013
Raw materials	$	330,627	$	345,049
Finished goods		739,205		444,648
Equipment (i)		126,966		11,366
	$	1,196,798	$	801,063

(i)  During fiscal 2013, certain previously returned oil processing research and development related equipment having a cost of $115,600 was written down and is included in cost of goods sold.

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15. COMMITMENTS (Details) (USD $)	Nov. 30, 2013
Mississauga Facility
2014	$ 139,110
2015	139,110
2016	139,110
2017	139,110
2018	11,593
Sombra Facility
2014	372,720
2015	369,845
2016	365,820
2017	321,815
2018	$ 147,250

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3. ACCOUNTS RECEIVABLE (Tables)

12 Months Ended

Nov. 30, 2013

Receivables [Abstract]

Accounts receivable

	As at November 30, 2012		As at November 30, 2013
Trade receivables	$	333,418	$	1,184,916
Allowance for doubtful accounts		(30,000)		(30,000)
	$	303,418	$	1,154,916

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17. SEGMENT INFORMATION (Tables)

12 Months Ended

Nov. 30, 2013

Segment Reporting [Abstract]

Schedule of Revenue Geographically

	Year Ended November 30, 2012		Year Ended November 30, 2013
Revenue
United States	$	5,678,693	$	7,749,825
Canada		871,055		1,120,112
	$	6,549,748	$	8,869,937

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14. FAIR VALUE MEASUREMENTS, CONCENTRATIONS AND RISK

12 Months Ended

Nov. 30, 2013

Fair Value Disclosures [Abstract]

14. FAIR VALUE MEASUREMENTS, CONCENTRATIONS AND RISK

a)   The Company's cash and cash equivalents, which are carried at fair value, are classified as a level 1 financial instrument at November 30, 2012 and 2013.

b)   The Company is exposed to the following concentrations of risk:

Major Customers

The Company's revenue was earned primarily from two major customers in 2013 comprising  67% and 30% of total revenue (2012 – revenue earned primarily from three major customers comprising 39%, 26% and 21% of total revenue).

 As at November 30, 2013, the accounts receivable  balance from the two major customers was $659,902 and $26,083 respectively (as at November 30, 2012 the accounts receivable balance from three major customers was $nil, $nil and $26,128 respectively).

Major Vendor

The Company has an exclusive agreement to manufacture biodiesel processor equipment with a third party equipment manufacturer expiring in August 2015. During the year ended November 30, 2013, the Company made purchases of $45,853 (November 30, 2012 - $2,611,266) from this equipment manufacturer. As of November 30, 2013, the Company has accounts payable of $21,856 (2012 - $51,414) owing to this equipment manufacturer.

The Company’s major purchases of feedstock oil and biodiesel from third parties were primarily from three major vendors in fiscal 2013 comprising total purchases of $2,326,125, $1,754,302 and $1.720,589 (fiscal 2012 –two major vendor comprised total purchases of $2,198,053 and $1,376,403)

As at November 30, 2013, the accounts payable balance from the three major vendors in 2013 were $nil, $1,053,479 and $575,043 (as at November 30, 2012 – the accounts payable balance from the two major vendors was $335,101 and $454,887).

Economic and Political Risks

The Company faces a number of risks and challenges as a result of having primary operations and marketing in Canada and sales in the United States.  Changing political climates in Canada and the United States could have a significant effect on the Company’s business.

c)   The Company’s financial instruments are exposed to certain financial risks, including credit risk, currency risk and liquidity risk.

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's cash and cash equivalents and trade accounts receivable. The Company places its cash and cash equivalents with institutions of high creditworthiness. The carrying value of the financial assets represents the maximum credit exposure.

The Company minimizes credit risk by routinely reviewing the credit risk of the counterparty to the arrangement and has maintained an allowance for doubtful accounts of $30,000 related to credit risk as at November 30, 2013 and $30,000 as at November 30, 2012, which is considered adequate. Amounts of $26,128 and $685,985 were due from major customers as at November 30, 2012 and November 30, 2013, respectively.

Currency Risk

The Company is exposed to financial risk related to the fluctuation of foreign exchange rates.   The Company's functional currency is U.S. dollars.  A significant change in the currency exchange rates between the U.S. dollar relative to the Canadian dollar could have an effect on the Company's results of operations, financial position and cash flows.  The Company has not entered into any derivative financial instruments to manage exposures to currency fluctuations.

Included in selling general and administrative expenses are foreign currency gains for the fiscal year ended November 30, 2013 of $127,450 (2012 - $37,875).

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.  The Company has a planning and budgeting process in place to help determine the funds required to support the Company's normal operating requirements on an ongoing basis and its expansionary plans.  The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash.

As at November 30, 2013, due in large part to the funds spent to develop and operate the Sombra facility, the Company had a working capital deficiency of $5,954,516. In order to meet its objectives, the Company required additional financing at November 30, 2013 to get the second machine at Sombra operational and to fund working capital.

The Company anticipates that its Sombra facility will generate positive cash flow from operations and will operate profitably once full-scale commercial operations are achieved in the second quarter of fiscal year 2014. It is management’s opinion that the anticipated positive cash flows from operations, cash from additional and refinanced loans along with the proceeds from the subsequent Private Placement referred to in Note 18 will be sufficient to meet the Company’s cash requirements for at least the next 12 months.