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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended:  September 30, 2008

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

For the transition period from________________ to ________________

Commission File Number:   000-51932

SYNTEC BIOFUEL INC.

(Exact name of registrant as specified in its charter)

Washington	91-2031335
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

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

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

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes T No £

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

Large Accelerated Filer	£	Accelerated Filer	£
Non Accelerated Filer	£ (Do not check if smaller reporting company)	Smaller Reporting Company	T

Page 1

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

Yes £ No T

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

Yes £ No £ Not applicable

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares of common stock outstanding as of November 8, 2008 was 33,194,079.

Page 2

SYNTEC BIOFUEL INC.

(A Development Stage Company)

FORM 10-Q

PART I – FINANCIALS INFORMATION	4
Item 1. FINANCIAL STATEMENTS	4
Item 2. MANAGEMENTS’ DISCUSSION AND ANLAYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
Item 4. CONTROLS AND PROCEDURES	15
PART II – OTHER INFORMATION	16
Item 1. LEGAL PROCEEDINGS	16
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	16
Item 3. DEFAULT UPON SENIOR SECURITIES	16
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY    HOLDERS	16
Item 5. OTHER INFORMATION	16
Item 6. EXHIBITS	16

3

PART I – FINANCIALS INFORMATION

Item 1.FINANCIAL STATEMENTS

SYNTEC BIOFUEL INC.

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

September 30, 2008

Unaudited

-4-

SYNTEC BIOFUEL INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	September 30			December 31
ASSETS	2008			2007
	(Unaudited)
Current
Cash	$	1,256		$	509,504
Receivables		14,279			6,250
Prepaid		-			31,092
		15,535			546,846
Equipment (Note 3)		280,623			226,484
Intellectual property (Note 2)		5,100,000			5,100,000
Intangible assets (Note 2)		20,000			20,000
	$	5,416,158		$	5,893,330
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities	$	104,317		$	24,314
Current portion of obligation under capital lease (Note 3)		18,092			-
Due to related parties (Note 4)		397,400			24,438
Notes payable (Note 5)		422,554			315,012
		942,363			363,764
Obligation under capital lease (Note 3)		15,465			-
		957,828			363,764
Commitments and Contingencies (Notes 3, 4 and 5)
Subsequent Event (Note 7)
Preferred stock:
Authorized: 20,000,000 with a par value of $0.0001
Issued and outstanding: None		-			-
Common stock: (Note 6)
Authorized: 100,000,000 with a par value of $0.0001
Issued and outstanding: 33,194,079 (December 31, 2007: 32,972,629)		3,319			3,297
Additional paid-in capital		6,328,543			6,277,410
Accumulated other comprehensive income		31,320			2,059
Deficit accumulated during the development stage		(1,904,852	)		(753,200	)
		4,458,330			5,529,566
	$	5,416,158		$	5,893,330

SEE ACCOMPANYING NOTES

-5-

SYNTEC BIOFUEL INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

													March 15, 2000
													(Date of
	Three months ended						Nine months ended						Inception) to
	September 30,						September 30,						September 30,
	2008			2007			2008			2007			2008
Expenses
Amortization	$	15,715		$	179		$	40,487		$	539		$	53,248
Consulting fees		8,926			7,950			44,216			23,850			251,258
Development fees (Note 2)		117,083			-			354,747			-			445,983
Filing fees		1,413			1,223			9,205			4,414			40,350
Financing charges		6,160			-			67,356			-			77,980
Interest expense		23,527			17,498			38,909			22,527			72,374
Management fees (Note 4)		44,081			18,900			299,279			56,228			426,192
Marketing		804			1,533			12,793			3,038			51,939
Office and miscellaneous		31,923			82			148,382			944			209,439
Professional fees		75,863			3,182			142,227			19,220			254,984
Rights and licenses costs		-			-			-			-			25,015
Write-down of website		-			-			-			-			5,000
		(325,495	)		(50,547	)		(1,157,601	)		(130,760	)		(1,913,762	)
Other income		-			-			5,949			-			8,910
Net loss	$	(325,495	)	$	(50,547	)	$	(1,151,652	)	$	(130,760	)	$	(1,904,852	)
Basic and diluted loss per share	$	(0.01	)	$	(0.00	)	$	(0.03	)	$	(0.01	)
Weighted average shares outstanding – basic and diluted		33,112,381			17,102,500			33,019,043			17,102,500
Comprehensive loss
Net loss	$	(325,495	)	$	(50,547	)	$	(1,151,652	)	$	(130,760	)	$	(1,904,852	)
Foreign currency translation adjustment		29,261			-			29,261			-			31,320
Total comprehensive loss	$	(296,234	)	$	(50,547	)	$	(1,122,391	)	$	(130,760	)	$	(1,873,532	)

SEE ACCOMPANYING NOTES

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SYNTEC BIOFUEL INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

							March 15, 2000
	Nine months ended						(Inception) to
	September 30,						September 30,
	2008			2007			2008
Cash flows from operating activities
Net loss	$	(1,151,652	)	$	(130,760	)	$	(1,904,852	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		40,487			539			53,248
Finance charges		5,146			-			15,770
Accrued interest on notes payable		61,751			22,527			96,411
Legal and organizational expenses		-			-			8,000
Rights and licenses costs		-			-			24,751
Share subscriptions receivable		-			-			575
Write-down of website		-			-			5,000
Changes in operating assets and liabilities:
Receivables		(8,029	)		-			(14,279	)
Prepaids		31,092			-			-
Accounts payable and accrued liabilities		80,003			2,914			104,315
Amounts due to related parties		59,810			(10,693	)		84,248
Net cash used in operating activities		(881,392	)		(115,473	)		(1,526,813	)
Cash flows from investing activities
Investment in equipment		(61,069	)		-			(65,314	)
Repayment of debt assumed		-			-			(350,000	)
Rights and licenses		-			-			(1	)
Website cost		-			-			(5,000	)
Net cash used in investing activities		(61,069	)		-			(420,315	)
Cash flows from financing activities
Common stock issued for cash		51,155			-			1,277,767
Proceeds from notes payable		50,744			130,000			336,244
Proceeds from related party loan		303,053			-			303,053
Net cash provided by financing activities		404,952			130,000			1,917,064
Effect of exchange rate on cash		29,261			341			31,320
Change in cash		(508,248	)		14,868			1,256
Cash, beginning		509,504			15,356			-
Cash, ending	$	1,256		$	30,224		$	1,256
Supplemental cash flow information:
During the nine month period ended September 30, 2008, the Company recorded $33,557 for a capital lease obligation which has been capitalized to equipment (Note 3).
Cash paid for:
Income taxes	$	-		$	-		$	-
Interest	$	-		$	-		$	-

SEE ACCOMPANYING NOTES

-7-

SYNTEC BIOFUEL INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008

Unaudited

Note 1 Nature of Operations and Continuance of Business

Syntec Biofuel Inc. (the “Company”) was incorporated in the State of Washington on March 15, 2000.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern and the ability of the Company to emerge from the development stage are dependent upon its successful efforts to raise additional equity financing to continue operations and generate sustainable significant revenue. There is no guarantee that the Company will be able to raise adequate equity financings or generate profitable operations. As at September 30, 2008, the Company has incurred losses of $1,904,852 since inception. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

Unaudited Interim Financial Statements

The foregoing unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-B as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. The accompanying unaudited financial statements and related notes should be read in conjunction with the audited financial statements and the Form 10-KSB of the Company for the year ended December 31, 2007. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

Note 2 Acquisition of Assets

On April 7, 2006, the Company entered into a purchase and assignment agreement with Syntec Biofuel Inc. ("Syntec Canada"), a Canadian company located in Burnaby, British Columbia, Canada, to acquire all of its assets including certain intellectual property. The pending transaction with Syntec Canada was terminated.

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SYNTEC BIOFUEL INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008

Unaudited

Note 2 Acquisition of Assets (cont’d)

On September 28, 2007, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Montilla Capital Inc. (“Montilla”), a private company that acquired the assets of Syntec Canada, in order to continue the original business plan. The intellectual property relates to the development of a method of producing catalysts and processes that converts biomass waste material into ethanol. Intangible assets include the business name of “SyntecBiofuel” and the URL of www.syntecbiofuel.com which the Company acquired from Montilla under the Asset Purchase Agreement.

Pursuant to the Asset Purchase Agreement, the Company issued 11,000,000 common shares to Montilla at a fair value of $0.455 per share, for total consideration of $5,005,000, in exchange for certain intellectual property, acquisition of the assets and assumption of the liabilities of Montilla, of $350,000.  

The Asset Purchase Agreement closed on October 24, 2007 and was subject to the Company raising a minimum of $500,000 by December 31, 2007 which was completed.

Consideration
11,000,000 common shares at a fair value of $0.455	$	5,005,000
Debt assumed		350,000
	$	5,355,000
Assets Acquired
Office equipment	$	15,000
Laboratory equipment		220,000
Intangible assets		20,000
Intellectual property		5,100,000
	$	5,355,000

Concurrent with the Asset Purchase Agreement, the Company entered into a development service agreement (the “Service Agreement”) on September 28, 2007 with Syntec Biofuel Research Inc. (“Syntec Biofuel Research”), a company located in British Columbia, Canada. Syntec Biofuel Research will provide certain services related to the ongoing research and development of the catalysts acquired under the Asset Purchase Agreement. In exchange, the Company will pay Syntec Biofuel Research on a cost plus 5% basis. Syntec Biofuel Research will also apply for a Scientific Research and Experimental Development Credit, which is a refundable tax credit based on annual rates prescribed by the Canadian Income Tax Act.

The Service Agreement is for an initial term of two years commencing September 28, 2007 and automatically renew for one additional year unless terminated in writing at least 60 days prior to the end of the term. For the nine month period ended September 30, 2008, the Company paid Syntec Biofuel Research $354,747 (September 30, 2007 - $Nil) for development fees which have been recorded on the statements of operations pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 2, “Accounting for Research and Development Costs.”

-9-

SYNTEC BIOFUEL INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008

Unaudited

Note 3 Equipment

	Cost		Accumulated Amortization		September 30, 2008 Net		December 31, 2007 Net
Computer equipment	$	7,244	$	2,337	$	4,907	$	3,234
Office equipment		15,476		3,063		12,413		14,250
Laboratory equipment		310,993		47,690		263,303		209,000
	$	333,713	$	53,090	$	280,623	$	226,484

Included in laboratory equipment is $63,086 in equipment under capital lease (December 31, 2007 - $Nil). At September 30, 2008, the Company has recorded the obligation under capital lease of $18,092 (December 31, 2007 - $Nil) as the current portion and $15,465 (December 31, 2007 - $Nil) as the long-term portion.

Note 4 Related Party Transactions

During the nine months ended September 30, 2008, the Company incurred management fees of $299,279 (September 30, 2007 - $37,328) which were charged by related companies and the directors of the Company.

As at September 30, 2008, an amount of $84,248 (December 31, 2007 – $56,228) is owing to officers of the Company. This amount is unsecured, non-interest bearing and have no set terms of repayment.

On June 20, 2008, the Company received $281,910 from Impulse Advertising Ltd. (“Impulse”), a company controlled by the spouse of an officer of the Company. Under the terms of the loan agreement, the Company paid $30,550 in finance fees; this fee has been paid during the nine months ended September 30, 2008. The promissory note is unsecured and bears interest at 10% per annum. Repayment of the principal, accrued interest and loan fee is payable by the Company on December 20, 2008. Subsequent to September 30, 2008, the Company entered into an agreement whereby failure of repayment of this note payable will result in a penalty of one fully paid, worldwide, single use, non-exclusive license for use of the Company’s intellectual property, for which Impulse will pay to the Company a royalty fee of 1.5% of sales. Included in the balance at September 30, 2008 are accrued interest and loan fees of $7,955.

On September 26, 2008, the Company received a loan of $21,143 from Pelican Financial Corp., a company controlled by an officer of the Company. The promissory note is unsecured and bears interest at 10% per annum. Repayment of the principal, accrued interest and loan fee is payable by the Company on December 31, 2008. Included in the balance at September 30, 2008 are accrued interest and loan fees of $2,144.

-10-

SYNTEC BIOFUEL INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008

Unaudited

Note 5 Notes payable

a) The Company had received loans from Iris International Holdings Limited (“Iris”) in the amount of $141,500 comprised of $56,500 received on July 26, 2006 and $85,000 received on September 28, 2006. These loans are unsecured and bear interest at 5% per annum. Repayment of the principal and accrued interest is payable by the Company on December 31, 2008, with extension fees of 10% of the capital debt.

Iris has the option to convert the $85,000 note payable, if not repaid by December 31, 2008, into common shares of the Company at CDN $0.10 per share.

Included in the notes payable balance at September 30, 2008 is accrued interest and extension fees of $46,478 (December 31, 2007 - $24,946) relating to loans owing to Iris.

b) As of September 30, 2008, the Company had received loans totaling $144,000 (December 31, 2007 - $144,000) from Hokley Limited (“Hokley”), which are unsecured and each carry a loan fee equal to 10% of the principal balance.

Repayment of the following principal, accrued interest and loan fees are payable by the Company on December 31, 2008. The dates on which the loans were received and applicable interest rates are as follows:

i. On August 4, 2004, the Company received $4,000 which bears interest at 8% per annum;

ii. On September 24, 2004, the Company received $5,000 which bears interest at 10% per annum;

iii. On December 23, 2004, the Company received $5,000 which bears interest at 10% per annum;

iv. On May 28, 2007, the Company received $30,000 which bears interest at 5% per annum; and

v. On July 18, 2007, the Company received $30,000 which bears interest at 5% per annum.

Repayment of the following principal, accrued interest and loan fees are payable by the Company on February 28, 2009 The dates on which the loans were received and applicable interest rates are as follows:

i. On February 26, 2007, the Company received $40,000 which bears interest at 5% per annum; and

ii. On September 26, 2007, the Company received $30,000 which bears interest at 10% per annum. Subsequent to September 30, 2008, the Company entered into an agreement whereby failure of repayment of this $30,000 note payable will result in a penalty of one fully paid, worldwide, single use, non-exclusive license for use of the Company’s intellectual property, for which Hokley will pay to the Company a royalty fee of 1.5% of sales.

-11-

SYNTEC BIOFUEL INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008

Unaudited

Note 5 Notes payable (cont’d)

b) (cont’d)

Included in the notes payable balance at September 30, 2008 is accrued interest and loan fees of $32,908 (December 31, 2007 - $9,712).

Pursuant to SFAS No. 157, “Fair Value Measurements”, management has recognized that the interest rate on the notes payable from Hokley are below fair market value, and has recorded a discount on the funds received from Hokley during fiscal 2007 of $15,770. This value was recorded as additional paid-in capital and is being deferred and amortized over the term of the notes. During the nine months ended September 30, 2008, $5,146 (September 30, 2007 - $Nil) was accreted to notes payable and expensed as finance charges.  The carrying value of the notes payable at September 30, 2008 of $144,000 (December 31, 2007 – $138,854) has been accreted to its face value over the original term of the notes payable.

c) On May 21, 2008, the Company received a loan in the amount of $50,744 from Montilla. The loan is unsecured and bears interest at 10% per annum. Repayment of the principal and accrued interest is payable on March 31, 2009. Failure of repayment of this note payable will result in a penalty of one fully paid, worldwide, single use, non-exclusive license for use of the Company’s intellectual property, for which Montilla will pay to the Company a royalty fee of 1.5% of sales. Included in the notes payable balance at September 30, 2008 is accrued interest and loan fees of $6,924.

Note 6 Common stock

Pursuant to the Asset Purchase Agreement with Montilla (Note 2), the Company entered into a common shares subscription agreement on October 1, 2007 to offer up to a maximum of 13,000,000 and a minimum total of 2,174,000 common shares at $0.231 per share. During the nine months ended September 30, 2008, the Company issued 221,450 common shares at $0.231 for total proceeds of $51,155.

Note 7 Subsequent event

Subsequent to September 30, 2008, the Company received a loan in the amount of $13,103 from Syntec Biofuel Research. This loan is unsecured and bears interest at 10% per annum. Repayment of the principal and accrued interest is payable on December 31, 2008.

-12-

Item 2. MANAGEMENTS’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In preparing the management’s discussion and analysis, the registrant presumes that you have read or have access to the discussion and analysis for the proceeding fiscal year.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act").   All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earning, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions of performance; and statements of belief; and any statements of assumptions underlying any of the foregoing.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Syntec Biofuel Inc. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: our ability to raise capital and the terms thereof; technical obstacles during the commercialization of the process; lack of improvement in the performance of the catalyst; competitive technology may drive ethanol prices down; adverse changes in the biofuels market due to changes in government regulations or polices; and other factors referenced in the Form 10-Q.

The use in this Form 10-Q of such words as "believes", "plans", "anticipates", "expects", "intends", and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements present the Company’s estimates and assumptions only as of the date of this report.  Except for the Company’s ongoing obligation to disclose material information as required by the federal securities laws, the Company does not intend, and undertakes no obligation, to update any forward-looking statements.

Although the Company believes that the expectations reflected in any of the forward-looking statements are reasonable, actual results could differ materially from those projected or assumed or any of the Company’s forward-looking statements.  The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.

PLAN OF OPERATIONS

We are now consistently achieving yields in excess of 110 gpt, making the Syntec Catalysts an economically viable method of producing ethanol and methanol from waste cellulosic biomass. A plant processing 300 tpd of biomass with a yield of 110 gpt will generate revenue of approximately $27 million per year with an EBITDA of $17 million (ex carbon credit).

We are proposing to set up a 30 tpd demonstration facility in southeast USA that will produce 2.5 MM gallons of fuel alcohol which we expect to be operational within 6 months from time of funding.   Syntec is currently raising up to $8,000,000 to pursue the first step of our current business plan.

The first Corporate plant will likely be built in the Pacific Northwest to take advantage of readily available low-cost organic waste, an abundant source of wood and the generous State Government funding programs that are available. This would give Syntec a demonstrable competitive advantage over other cellulose-to-ethanol technologies (e.g., Iogen) that cannot use softwood as a feedstock source at present and needs different enzymes for different feedstock species.

We have not currently generated any revenue from operations and do not expect to report any significant revenue from operations until research and development efforts mature and we have completed the demonstration plant. Even after the completion of a demonstration plant, there can be no assurance that we will generate positive cash flow and there can be no assurances as to the level of revenues, if any, that we may actually achieve from the Syntec technology.

-13-

Since inception, we have funded operations through common stock issuances, related and non-related party loans in order to meet our strategic objectives.  However, there can be no assurance that we will be able to obtain further funds to continue with our efforts to establish a new business.

We expect to continue to incur substantial losses in our efforts to establish a new business. We are a development stage company. In a development stage company, management devotes most of its activities to establishing a new business. As of September 30, 2008, we had a working capital deficit of $926,828. We are in immediate need of further working capital and are considering options with respect to financing in the form of debt, equity or a combination thereof.

RESULTS OF OPERATIONS

The following discussion of the financial condition and results of operation of the Company should be read in conjunction with the Financial Statements and the related Notes included elsewhere in this report.

NINE MONTHS ENDING SEPTEMBER 30, 2008

The Company had no revenue for the nine months ended September30, 2008 and 2007. The total expenses increased significantly from $130,760 in 2007 as compared to $1,157,601 in 2008. In 2008, the Company incurred consultant and management fees of $343,495 as compared to $80,078 in 2007 as additional consultants hired for the new development. The development fees increased from $nil in 2007 to $354,747 in 2008 because of higher research and development expenses. The increase of office and miscellaneous expenses from $944 in 2007 to $148,382 in 2008 is mainly due to higher traveling, conferences and trade show expenses and regulatory filings. Our net loss per share is at $0.03 in 2008 and $0.01 in 2007.

FINANCIAL CONDITION AND LIQUIDITY

Our cash position was $1,256 at September30, 2008 and was $509,504 at December 31, 2007.

Our working capital deficit at September 30, 2008 was $926,828 as compared to working capital surplus of $183,082 at December 31, 2007.

The Company's ability to continue as a going concern and fund operations through the remainder of 2008 is contingent upon its ability to raise funds through equity or debt financing.

The Company has arranged loans of $281,910 from Impulse Advertising Ltd in order to fund the ongoing operations of the business. This loan has been secured by way of a Promissory Note.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States of America in the preparation of our financial statements which requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Although these estimates are based on our knowledge of current events and actions we may undertake in the future, they may ultimately differ from actual results. Certain accounting policies involve significant judgments and assumptions by us, which have a material impact on our financial condition and results.  Management believes its critical accounting policies reflect its most significant estimates and assumptions used in the presentation of our financial statements.  Our critical accounting policies include debt management and accounting for stock-based compensation.  We do not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special purpose entities".

-14-

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

There are controls and procedures that are designed to ensure that information required to be disclosed by Syntec Biofuel Inc. in the reports it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified by the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by Syntec Biofuel Inc. in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, Syntec Biofuel, Inc. has evaluated the effectiveness of its disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of September30, 2008, and, based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are effective in providing reasonable assurance of compliance.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate

Changes in Internal Control over Financial Reporting

During the nine months ended September 30, 2008, management took steps to improve the internal controls over financial reporting by (1) searching for outside directors to establish an effective audit committee, (2) utilizing existing office staff in order to remedy the segregation of duties deficiencies, (3) writing accounting and financial reporting procedures to comply with the requirements of US GAAP and SEC disclosures, and (4) following the newly written accounting and financial reporting procedures in (3) which tightens the control over the period ends.

Management and directors will continue to monitor and  evaluate  the  effectiveness  of our  internal controls and procedures and our internal controls over financial reporting on an ongoing  basis and are  committed  to taking  further  action  and  implementing additional enhancements or improvements, as necessary and as funds allow.

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PART II – OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

None.

Item 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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

None

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS

Exhibit Number	Description
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

*   previously filed with SEC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SYNTEC BIOFUEL INC.

(Registrant)

/s/ Michael Jackson
Michael Jackson	Date: November 14, 2008
Director, CEO
/s/ Janet Cheng
Janet Cheng	Date: November 14, 2008
Director, CFO

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