Renewable Fuel Corp - FORM 10-Q

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - Renewable Fuel Corp	Financial_Report.xls
EX-31.2 - CERTIFICATION - Renewable Fuel Corp	rfc_ex312.htm
EX-10.2 - EMPLOYMENT AGREEMENT - WILLIAM VANVLIET - Renewable Fuel Corp	rfc_ex102.htm
EX-31.1 - CERTIFICATION - Renewable Fuel Corp	rfc_ex311.htm
EX-32.1 - CERTIFICATION - Renewable Fuel Corp	rfc_ex321.htm
EX-32.2 - CERTIFICATION - Renewable Fuel Corp	rfc_ex322.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: March 31, 2014

o 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: 333-170542

Renewable Fuel Corp

(Exact name of registrant as specified in its charter)

Nevada	2860	26-0892819
(State or Other Jurisdiction of	(SIC Code)	(I.R.S. Employer
Incorporation or Organization)		Identification Number)

7251 WEST LAKE MEAD BOULEVARD SUITE 300

LAS VEGAS, NEVADA 89128

(Address of Principal Executive Offices including Zip Code)

702-989-8978

(Registrant's Telephone Number, including are code)

_______________________________________________________________________

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

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

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 (§ 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 x No o

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	x
(Do not check if a smaller reporting company)

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

The number of shares outstanding of each of the issuer’s classes of common stock, as of May 5, 2014 is as follows:

Class of Securities		Shares Outstanding
Common Stock, $0.0001 par value		213,282,443

TABLE OF CONTENTS

		Page

Part I	FINANCIAL INFORMATION		3

Item 1	FINANCIAL STATEMENTS		3

	CONSOLIDATED BALANCE SHEETS		3

	CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS		4

	CONSOLIDATED STATEMENTS OF CASH FLOWS		5

	NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS		6

Item 2	MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS		19

Item 3	QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK		24

Item 4	CONTROLS AND PROCEDURES		24

Part II	OTHER INFORMATION		25

Item 1	LEGAL PROCEEDINGS		25

Item 1A	RISK FACTORS		25

Item 2	UNREGISTERD SALE OF SECURITIES AND USE OF PROCEEDS		25

Item 3	DEFAULTS UPON SENIOR SECURITIES		26

Item 4	MINE SAFETY DISCLOSURES		26

Item 5	OTHER INFORMATION		26

Item 6	EXHIBITS		27

Signatures			28

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Renewable Fuel Corp

(A Development Stage Entity)

Consolidated Balance Sheets

	March 31,			September 30,
	2014			2013
	(Unaudited)
Assets

Cash and cash equivalents	$	20,475		$	11,766
Trade and other receivables		4,641			4,692
Accounts receivable, related party		11,260			11,493
Inventories		40,733			41,575
Prepaid expenses and other current assets		3,238			37,337
Total current assets		80,348			106,863
Plants in progress, net		23,646,608			24,135,720
Other property and equipment, net		17,258			21,568
Total Assets	$	23,744,214		$	24,264,151

Liabilities and Shareholders' Deficit
Liabilities
Current liabilities
Trade and other payables	$	713,057		$	711,037
Accounts payable, related parties (Note 7)		1,090,530			902,351
Accrued liabilities		207,385			153,482
Current portion of capital leases		9,267			9,272
Derivative liability - fair value of warrants		191,750			206,345
Term notes in default		30,501,538			29,896,687
Total current liabilities		32,713,527			31,879,174
Long-term capital lease obligations		4,480			8,379
Total liabilities		32,718,007			31,887,553

Commitments and contingencies (Note 9)		-			-

Shareholders' Deficit
Common stock ($0.0001 par value; 500,000,000 shares authorized; 250,512,443 common shares issued, 213,282,443 outstanding as of March 31, 2014 and 250,477,815 common shares issued, 213,247,815 outstanding as of September 30, 2013)		25,051			25,051
Additional paid-in-capital		64,406,268			64,406,268
Accumulated other comprehensive loss		(203,311	)		(345,490	)
Accumulated deficit		(67,946,798	)		(67,107,938	)
Treasury stock, cost
37,230,000 common shares held in treasury as of March 31, 2014 and September 30, 2013		(3,723	)		(3,723	)
Total Renewable Fuel Corp stockholders' deficit		(3,722,513	)		(3,025,832	)
Non-controlling interest		(5,251,280	)		(4,597,570	)
Total shareholders' deficit		(8,973,793	)		(7,623,402	)
Total Liabilities and Shareholders' Deficit	$	23,744,214		$	24,264,151

Renewable Fuel Corp

(A Development Stage Entity)

Consolidated Statements of Operations and Other Comprehensive Loss

	Three Months Ended						Six Months Ended						Period from Inception to
	March 31, 2014			March 31, 2013			March 31, 2014			March 31, 2013			March 31, 2014
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Revenue	$	-		$	-		$	-		$	-		$	325,020

Operating expenses
Cost of materials, shipping and insurance		-			(39,388	)		-			-			162,219
Impairment of plants and land held for sale		-			-			-			-			45,327,147
Payroll and share-based compensation expense		55,635			119,805			114,088			188,507			6,149,032
Legal and professional fees		72,489			40,046			103,633			92,553			2,348,553
Depreciation		1,923			5,271			3,921			10,580			123,314
Other general and administrative expenses		12,465			63,011			50,466			133,992			1,871,339
Total operating expenses		142,512			188,745			272,108			425,632			55,981,604

Loss from operations		(142,512	)		(188,745	)		(272,108	)		(425,632	)		(55,656,584	)

Other income (expense)
Interest expense		(599,310	)		(628,576	)		(1,230,509	)		(1,246,358	)		(11,315,656	)
Gain (loss) on change in fair value of derivative liability		7,385			6,348			14,595			(12,518	)		68,140
Other income		-			8,478			-			24,677			238,997
Total other expense		(591,925	)		(613,750	)		(1,215,914	)		(1,209,163	)		(11,008,519	)

Loss before income taxes		(734,437	)		(802,495	)		(1,488,022	)		(1,634,795	)		(66,665,103	)

Income tax expense		-			-			(4,548	)		-			(4,548	)

Net loss		(734,437	)		(802,495	)		(1,492,570	)		(1,634,795	)		(66,669,651	)

Net loss attributable to non-controlling interest		(312,799	)		(359,856	)		(653,710	)		(701,953	)		(5,255,003	)

Net loss attributable to Renewable Fuel Corp		(421,638	)		(442,639	)		(838,860	)		(932,842	)		(61,414,648	)

Dividends on preferred stock		-			-			-			-			6,565,638

Net loss available to common stockholders		(421,638	)		(442,639	)		(838,860	)		(932,842	)		(67,980,286	)

Other comprehensive loss:
Net loss		(734,437	)		(802,495	)		(1,492,570	)		(1,634,795	)		(66,669,651	)
Currency translation adjustment		(60,058	)		125,229			142,179			60,926			(203,311	)

Comprehensive loss		(794,495	)		(677,266	)		(1,350,391	)		(1,573,869	)		(66,872,962	)

Net loss attributable to non-controlling interest		(312,799	)		(359,856	)		(653,710	)		(701,953	)		(5,255,003	)
Comprehensive loss attributable to non-controlling interest		(38,807	)		99,696			98,521			46,440			162,013
Comprehensive loss attributable to Renewable Fuel Corp	$	(442,889	)	$	(417,106	)	$	(795,202	)	$	(918,356	)	$	(61,779,972	)

Net loss per share available to common stockholders, basic and diluted	$	(0.002	)	$	(0.002	)	$	(0.004	)	$	(0.004	)	$	(0.390	)
Weighted average number of common shares outstanding		213,282,443			213,282,443			213,282,443			213,280,483			174,146,603

Renewable Fuel Corp

(A Development Stage Entity)

Consolidated Statements of Cash Flow

	For the Six Months Ended				Period From Inception to
	March 31, 2014		March 31, 2013		March 31, 2014
	(Unaudited)		(Unaudited)		(Unaudited)
Cash flows from operating activities
Net loss	$	(1,492,570)	$	(1,634,795)	$	(66,669,651)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		3,921		10,580		123,338
Impairment of plant and leasehold land		-		-		45,327,147
Non-cash share-based compensation expense		-		1,878		3,438,256
Shares issued for legal and professional expenses		-		-		300,000
Bad debt expense		-		-		88
Loss on foreign exchange		-		-		97,640
Interest expense recorded into principal balance of loan		1,223,321		1,230,782		11,270,225
Change in fair value of derivative liability		(14,595)		(12,518)		(68,140)
Gain on disposal of investments and other		-		-		(60,088)
Changes in:
Trade and other receivables		-		- -		72,779
Other current assets		33,706		(60,182)		555,835
Inventories		-		-		(41,992)
Other assets		-		-		15,528
Trade and other payables		9,688		213,577		(383,918)
Accounts payable, related parties		194,285		(63,930)		889,329
Accrued liabilities		54,637		17,708		(435,517)
Net cash provided by (used in) operating activities		12,393		(169,040)		(5,569,141)

Cash flows from investing activities
Fixed asset additions		-		-		(100,274)
Proceeds from disposal of investments		-		-		116,196
Net cash provided by investing activities		-		-		15,922

Cash flows from financing activities
Advances from shareholders		-		-		7,209,527
Proceeds from loan advance		-		124,094		270, 077
Payments to contractors		-		-		(6,822,905)
Cash received in share exchange agreements		-		-		137,157
Payments on capital lease obligations		(3,583)		(3,503)		(42,178)
Proceeds from share issuances		-		33,950		4,695,083
Net cash provided by financing activities		(3,583)		154,541		5,446,761

Net increase (decrease) in cash		8,810		(14,499)		(106,458)
Effect of exchange rate changes		(101)		518		105,538
Cash, beginning of period		11,766		39,919		21,395
Cash, end of period	$	20,475	$	25,938	$	20,475

Supplemental cash flow information
Interest paid	$	-	$	-	$	-
Taxes paid	$	-	$	-	$	-

Non-cash investing and financing activities disclosures:
Vehicle financed through capital lease	$	-	$	-	$	41,351
Non-cash plant additions in accounts payable	$	-	$	-	$	16,224,412
Conversion of shareholders advances to common stock	$	-	$	-	$	7,492,530
Net assets acquired in share exchanges	$	-	$	-	$	9,520,525
Conversion of trade payables to preferred stock	$	-	$	-	$	31,283,340
PBC treasury stock exchange agreement	$	-	$	-	$	3,723
Dividends accrued on preferred stock	$	-	$	-	$	6,565,638
Fair value of warrants as derivative liability	$	-	$	-	$	259,890
Conversion of preferred stock to common stock	$	-	$	-	$	38,856,078
Conversion of account payable, related parties to preferred stock	$	-	$	-	$	1,007,100

Renewable Fuel Corp

Notes to the Unaudited Consolidated Financial Statements

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Corporate Information - Renewable Fuel Corp (A Development Stage Company) is a public reporting entity originally planned to be an integrated producer, blender and distributor of biodiesel and blended fuels. Renewable Fuel Corp ("Renewable Fuel" or the "Company") was incorporated in the State of Nevada on September 11, 2007. Renewable Fuel owns a license to produce biodiesel products in Malaysia and two additional biodiesel licenses in Indonesia. Renewable Fuel Corp anticipates entering the biofuel production and distribution business during fiscal year 2014.

The Company has incurred losses since inception, has not commenced operations, substantially all of their assets are impaired and the Company’s auditors have issued a going concern opinion on the audited financial statements for the most recent fiscal year ended September 30, 2013.

Renewable Fuel conducts its Indonesian operations through its two wholly-owned Malaysian subsidiaries, Century Corp Sdn. Bhd. ("Century") and Optimis Teguh Sdn. Bhd. ("Optimis"). Century and Optimis own two Indonesian entities, PT Plant Biofuel Indonesia ("PTPBI") and PT Optimis Teguh Indonesia ("PTOTI"), respectively, which own the licenses for the Company's planned biodiesel production in Indonesia.

Renewable Fuel acquired Century and Optimis through a transaction with their original parent Bio Refining Industries Inc. ("BRII") on September 5, 2008, through a share exchange agreement in a transaction accounted for as a reverse merger, with BRII as the accounting acquirer of Renewable Fuel. Since the original shareholders of Century received the largest portion of ownership and control of BRII, Century was treated as the accounting acquirer.

Renewable Fuel will conduct its Kuantan operations through its two Malaysian subsidiaries, Plant Biofuels Corporation Sdn. Bhd. ("PBC") and Research Fuel Corp Sdn. Bhd. ("Research"). PBC and Research were acquired by Renewable Fuel Corp through an acquisition accounted for as a reverse merger in December 2007.

The accounts of Optimis, PTOTI, Renewable Fuel, PBC and Research have been included in Renewable Fuel’s consolidated financial statements from the acquisition date of September 5, 2008, the date of the share exchange agreement between Renewable Fuel and BRII. The historical financial statements for the year ended September 30, 2008 and the period from inception (October 1, 2006) through September 5, 2008 are those of the accounting acquirer, Century. The historical financial results of the accounting acquirer consist of the combined operating results of Century, and its 99% owned subsidiary, PTPBI ("Century Consolidated").

Renewable Fuel’s biodiesel plant in Malaysia was substantially completed and available for glycerine production at its location in Kuantan. The Kuantan plant has a nameplate capacity license and underlying infrastructure to produce 60 million gallons annually (MGA), twice the current production capacity. The refinery is designed to produce biodiesel from multiple feedstocks. The plant, operated by Renewable Fuel’s subsidiary PBC is capable of producing 30 MGA of Palm Oil Methyl Ester ("PME") biodiesel and 2.4 MGA of refined glycerin. The glycerine refining unit has been designed to operate independently from the biodiesel production unit.

The Company is currently in non-compliance with debt covenants on the term loan facilities of approximately $30.5 million as of March 31, 2014 and has not made any installment repayments beginning with the due date of December 1, 2010. The term loans are secured by First Priority Interest over all existing property, plant and equipment, and all fixed and floating assets of PBC. The facilities are jointly and severally guaranteed by both of the PBC directors.

The Bank has not notified us that we are in default and has not taken any action as a result of default. If the Bank declares a default, which it has the current right to do, the Bank may foreclose on the note as a consequence and we could lose all PBC assets.

The Management of PBC is actively negotiating with the bank to restructure the facilities or reschedule the facilities repayment. The bank has verbally indicated their willingness to review and assess the biodiesel industry as a whole, including all key industry participants and to find a solution that would cure the distress.

The Company’s management is confident that their feedstock strategy using non-food based material, will lead the Company to a sustainable operation. Although the Company has held preliminary discussions concerning acquiring Crude Palm Oil (“CPO”) and alternative tallow-based feedstocks from regional suppliers, the Company has no contracts, agreements or commitments in place at this time. The Company’s management believes that the combined capacities of these suppliers or alternative available suppliers will be able to meet the production requirement per annum.

In addition, Renewable Fuel leases, under 20-year leases, two adjacent 10 acre sites, each with 60 MGA nameplate licenses and deep water access in Dumai, Indonesia. Plant construction has been minimal to date and primarily consists of design and engineering plans to accept multiple feedstock types.

Renewable Fuel's business strategy is to begin operations in the Kuantan plant, first producing and marketing only refined (pharmaceutical and technical grade) glycerine from purchased crude glycerine. Subsequently, Renewable Fuel plans to begin producing and selling refined glycerine from crude glycerine produced in the Kuantan plant, refined, bleached and deodorized ("RBD") CPO and biodiesel from tallow-based feedstocks. Management has impaired the asset value of the plant in Kuantan, and the fair value estimate, at the time of the impairment, for the Kuantan plant was based on what management believes a market participant would be willing to pay to purchase the plant based on the discounted cash flows the market participant could reasonably expect to generate operating the plant. The estimates are based on the company’s assumptions that it will be able to operate the plant profitably and includes the company’s estimates of the current status of the biodiesel market, estimates of revenues, costs of sales, general and administrative costs, shipping costs, and incentives. These assumptions and estimates are made without the Company having any historical information to rely on. To date, the Company has not operated the plant profitably. The two largest factors in projecting cash flows from operating the plant are the prices we receive for selling biodiesel and the cost of the feedstock necessary to produce the biodiesel. Any changes in the company’s assumptions and estimates and changes in market conditions could impact the value of the Company’s plant assets. Details of the impairment are further discussed in the paragraph "Impairment of Long-Lived Assets" in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

After the Kuantan plant is fully operational, management plans to leverage cash flows from operations to fund the Kuantan expansion of a second production unit, doubling production to the nameplate capacity and in turn fund sequential completion of the two plants in Dumai. Construction on the two Indonesian facilities is not anticipated until after the Kuantan plant is fully operational and construction financing is available.

It is currently not determinable when conditions will exist, if ever, to continue construction of the two Indonesian plants. The contract period for PTPBI Indonesian plant construction expired and both Century Corp, owner of PTPBI, and Plant & Offshore Technology Sdn Bhd, the contractor, mutually agreed to terminate the construction contract on August 23, 2011. Should funding become available and the construction portion of the licenses be re-approved, we believe we will be able to successfully negotiate a new construction contract.

The Company maintains a website at www.rfuelcorp.com. Nothing on that website is part of this Report.

The business strategy is dependent upon Renewable Fuel obtaining additional financing to acquire feedstock and to make the plant operational. Renewable Fuel is in discussion with the bank to extend the existing loan and provide additional funds to fund start-up of the plant. If Renewable Fuel and the bank cannot come to terms then the Company will look at refinancing the loan and obtaining a working capital line with another entity.

Interim Consolidated Financial Statements - The accompanying unaudited interim consolidated financial statements have been prepared pursuant to accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for the year ending September 30, 2013 have been omitted. These unaudited interim consolidated financial statements include the accounts of Renewable Fuel Corp and its subsidiaries.

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

A Development Stage Company - The accompanying financial statements have been prepared in accordance with FASB ASC Topic 915 Development Stage Entities. A development stage enterprise is one in which planned principal operations have not commenced; or if its operations have commenced, there have been no significant revenues derived there from. As of March 31, 2014, Renewable Fuel has not fully commenced operations nor has it received significant revenues from its planned principal operations.

Inventories – Inventories, consisting of raw materials and finished goods are recorded using the lower of cost or market value with cost, determined using primarily the first in-first out (FIFO) method.

Property, Plant and Equipment, Net - Property and equipment are stated at historical cost net of accumulated depreciation and accumulated impairment charges. Maintenance and repairs are charged against operations as incurred and major replacements or betterments are capitalized. Depreciation is provided using the straight-line method based on the estimated useful lives of the assets as follows:

Description		Useful life (in years)
Office renovation		10
Furniture and equipment		4-10
Autos and trucks		5
Computer equipment		4-5
Leasehold improvements		Shorter of the useful life or term of the lease

Plants in progress represents costs associated with property, plant and equipment under construction at Renewable Fuel’s production facilities. Plants in progress is stated at cost, which includes the cost of construction and other direct costs attributable to the production facility construction, including a portion of interest costs incurred during the related construction period, as well as direct labor and related benefits. The amount of capitalized interest in a period is determined by applying an interest rate, which is based upon borrowings outstanding during the period, to the average amount of accumulated expenditures during the period not to exceed the total amount of interest cost incurred during the period. Such costs are reclassified to an appropriate fixed asset classification and depreciated when the asset is placed into service.

Impairment of Long-Lived Assets – Long-lived assets are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of, consisting of land plots held for sale, are reported at the lower of the carrying amount or fair value less costs to sell.

Debt Modifications – Debt modifications are evaluated to determine if resulting cash flows have been significantly affected by changes in principal amounts, interest rates, terms or maturity. Restructurings are evaluated for treatment as debt extinguishments or simple modifications. Restructurings to date have all been treated as modifications as the net present value of cash flow requirements have not been significantly affected.

Repurchase of Common Shares into Treasury – The Company utilizes the cost method to account for all treasury stock transactions, which are valued at the Company’s estimate of the consideration granted in return for the shares.

Non-controlling Interest – Non-controlling interest accounting is applied for any entities where the Company maintains less than 100% ownership. The Company clearly identifies the non-controlling interest in the balance sheet and income statement including all measures of: net loss, net loss attributable to non-controlling interest, and net loss attributable to Renewable Fuel. Operating cash flows in the consolidated statements of cash flows reflect net loss, while basic and diluted earnings per share calculations reflect net loss attributable to Renewable Fuel.

The net loss attributable to non-controlling interest of PBC contributed approximately $0.3 million, $0.3 million and $4.9 million for the three months ended December 31, 2013, 2012 and from Inception October 1, 2006 to December 31, 2013, respectively from RFC’s 49% ownership in PBC upon its spin-off of the 51% ownership to DCSB on February 2, 2010. (See Note 3: Spin Off of Plant Biofuels Corporation)

Warrants – The Company reviews the key terms of warrants issued, including all conversion rates and down round provisions which protect the holder from changes to the our capitalization or future declines in our share price.

On October 1, 2009, the Company reclassified warrants granted through September 30, 2009 from paid in capital to a derivative liability. Holders of those warrants are generally protected from anti-dilution by adjustments for any stock dividends, stock splits, combinations or other recapitalization. The Company reviewed the terms of the warrants and determined that they represented an embedded derivative due to the fact that the warrant is not indexed to its own stock and it was previously presented as stockholders equity. The fair value of the related warrants is determined at the end of each accounting period, with any changes in fair value being recorded as other income or expense.

Revenue Recognition – The Company recognizes revenues from the sale of biodiesel, refined glycerine and related byproducts produced by the Company. Revenues are recognized when there is persuasive evidence of an arrangement, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured.

The Company also earns revenue for consulting services rendered to other companies in the industry. Revenues under these contracts are recognized during the period when related services are rendered.

Foreign Currency Translation and Other Comprehensive Income - The reporting currency of Renewable Fuel is the US Dollar. The functional currency of Renewable Fuel’s Malaysian subsidiaries is the Malaysian Ringgit (RM) while the functional currency of the Indonesian subsidiaries is the Indonesian Rupiah (IDR).

For the subsidiaries whose functional currencies are other than the US Dollar, all assets and liabilities accounts were translated at the exchange rate on each respective balance sheet date; stockholders' deficit is translated at the historical rates and items in the income and cash flow statements are translated at the average rate for the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income on the balance sheets. The resulting translation gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

The average and closing rates used in the translated of foreign currency amounts are as follow:

	March 31, 2014				March 31, 2013
	Closing Rate USD		Average Rate USD		Closing Rate USD		Average Rate USD
RM		0.3066		0.3098		0.3252		0.3273
1,000 IDR		0.0885		0.0877		0.1033		0.1040

Net Loss per Common Share – Renewable Fuel presents earnings basic net loss per common share computed by dividing net loss attributable to the Company's common stockholders by the weighted-average number of commons shares outstanding during the period. Diluted net loss per common share is computed by giving effect to all potential dilutive common shares, including options, warrants, and convertible preferred stock. Basic and diluted net loss per common share was the same for all periods presented as the impact of all potentially dilutive securities outstanding was anti-dilutive.

New Accounting Pronouncements – The following accounting standards which may impact our financial statements were issued as of March 31, 2014. A description of the standards and an assessment of its impact on our financial reporting are noted below:

In March 2014, the Financial Accounting Standards Board issued ASU 2014-06: Technical Corrections and Improvements Related to Glossary Terms: The amendments in this Update represent changes to clarify the Master Glossary of the Codification, consolidate multiple instances of the same term into a single definition, or make minor improvements to the Master Glossary that are not expected to result in substantive changes to the application of existing guidance or create a significant administrative cost to the Company. Additionally, the amendments will make the Master Glossary easier to understand, as well as reduce the number of terms appearing in the Master Glossary.

In April 2013, the Financial Accounting Standards Board issued ASU 2013-07: Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting: The objective of the amendments in this Update is to clarify when an entity should apply the liquidation basis of accounting. In addition, the guidance provides principles for the recognition and measurement of assets and liabilities and requirements for financial statements prepared using the liquidation basis of accounting. The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted. This Update may impact the Company’s future transaction accounting and disclosures particularly if the Company enters into imminent liquidation.

In March 2013, the Financial Accounting Standards Board issued ASU 2013-05: Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity: The objective of the amendments in this Update is to resolve the diversity in practice about whether Subtopic 810-10, Consolidation-Overall, or Subtopic 830-30, Foreign Currency Matters-Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. In addition, the amendments in this Update resolve the diversity in practice for the treatment of business combinations achieved in stages (step acquisitions) involving a foreign entity. The amendments in this Update are effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. For nonpublic entities the amendments in this Update are effective prospectively for the first annual period beginning after December 15, 2014, and interim and annual periods thereafter. The amendments should be applied prospectively to de-recognition events occurring after the effective date. Prior periods should not be adjusted. Early adoption is permitted. This Update will impact the Company’s future business combinations and disposition activities’ transaction accounting.

In February 2013, the Financial Accounting Standards Board issued ASU 2013-04: Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2014, and interim periods and annual periods thereafter. Early adoption is permitted. This Update may impact the Company’s future transaction accounting and disclosures particularly if the Company enters into such liabilities arrangements.

In January 2013, the Financial Accounting Standards Board issued ASU 2013-01: Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities: The main objective in developing this Update is to address implementation issues about the scope of Accounting Standards Update No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. An entity is required to apply the amendments for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. The Company adopted this standard effective October 1, 2013 and it did not have a material impact on the consolidated financial statements.

NOTE 2—LIQUIDITY AND GOING CONCERN CONSIDERATIONS

The accompanying consolidated condensed financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced cumulative losses of $68.0 million from October 1, 2006 (inception) through March 31, 2014, has net negative equity of $9.0 million and has not commenced operations. This raises substantial doubt about the Company’s ability to continue as a going concern.

The Company is currently in non-compliance with debt covenants on the term loan facilities and has not made any installment repayments as they became due beginning on December 1, 2010. The term loans are secured by first priority interest over all existing property, plant and equipment, and all fixed and floating assets of PBC. The facilities are jointly and severally guaranteed by both the PBC directors.

The management of PBC is actively negotiating with the bank to restructure the facilities or reschedule the facilities repayment. The bank has verbally indicated their willingness to review and assess the biodiesel industry as a whole with all the players in the industry and to find a solution that will cure the distress.

The Company has held discussions with a number of potential lenders to provide the necessary financing to refinance the debt with the bank, to complete construction and maintenance of the PBC plant to make it operational for biofuel, to finance the acquisition of feedstock and inventory and to provide additional working capital necessary to operate the plant through fiscal year 2014. These discussions are in preliminary stages and certain lenders are in the process of performing due diligence. The ultimate outcome of these on-going discussions is unknown.

Renewable Fuel is undertaking various plans and measures to raise capital through debt and equity offerings, which it believes will increase funds available for development and working capital. However, no assurances can be given that those plans and measures will be successful in increasing funds for the development and operations of the Company.

Should the Company be unsuccessful in obtaining debt or equity financing in 2014, it is likely that the bank will foreclose on the PBC plant.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3—SPIN OFF PLANT BIOFUELS CORPORATION

As a result of Renewable Fuel's purchase of PBC in December 2007, PBC was not in compliance with several debt covenants, and in technical default on its primary loan facility with a Malaysian bank (see "Note 5 - Term Loans in Default" for additional information regarding the loan facility). The primary issue involved the stipulation that the obligor on the loan facility, PBC, must be owned by at least a simple majority of domiciled Malaysian citizens. In order to cure the default the Company transferred 51% of the common shares of PBC to Dakap Capaian Sdn. Bhd. ("DCSB"), a company wholly-owned and controlled by two of the Company's directors.

The transaction to transfer PBC shares to DCSB was completed on February 2, 2010 as follows.

1.	Each of the two companies that formerly owned PBC, transferred 51% of the Renewable Fuel stock they received as consideration for the sale of PBC.

2.	Renewable Fuel transferred 51% of the PBC shares it acquired in December 2007 to DCSB.

These transfers are intended to be temporary, were undertaken for the sole purpose of curing the debt covenant default, and per the share exchange agreement will unwind and revert to prior ownership levels at the time that the debt with the Bank is extinguished. The Company has classified the common shares it received in exchange as Treasury Stock, to revert back to the original owners in the future. The Company reviewed the valuation of the 51% ownership in PBC and in turn determined that the fair value of the consideration of this transaction was equal to $3,723, which is the par value of the Company’s common shares.

The transfer of 51% of the stock of PBC to DCSB, among other obligations in the transfer agreement, states that at such time the bank debt is satisfied, 100% ownership of PBC will be transferred back to the Company. Based upon terms of the share exchange agreement, management has determined that PBC is a wholly owned subsidiary for accounting purposes as a variable interest entity to the Company. In addition, the Company is providing full management, operational and financial support to PBC.

In addition, PBC executed a loan agreement for $20.1 million to recognize advances made by Renewable Fuel to date. This loan is to be paid together with estimated interest of $5.5 million in 48 equal monthly installments, beginning January 1, 2015. The loan balances have been eliminated in the Company’s consolidated financial statements.

NOTE 4—PROPERTY, PLANT AND EQUIPMENT, NET

Property and equipment, net consisted of the following at:

	March 31, 2014			September 30, 2013
Buildings and improvements	$	28,982		$	29,582
Furniture and equipment		27,044			27,588
Computer equipment		20,880			21,196
Vehicles		62,669			63,965
Total		139,275			142,331
Less - accumulated depreciation		(122,317	)		(120,763	)
Property and equipment, net	$	17,258		$	21,568

Plants in progress consisted of the following at:

	March 31, 2014			September 30, 2013
PBC plant and leasehold interest in land	$	42,962,684		$	43,851,465
Century/PTPBI plant and leasehold interest in land		16,260,432			16,584,569
Optimis/PTOTI plant		12,341,704			12,597,021
Total		71,564,820			73,033,055
Less - accumulated impairment losses		(47,918,212	)		(48,897,335	)
Plants in progress, net	$	23,646,608		$	24,135,720

Renewable Fuel leases the land for its plants under 20 and 99 year agreements and capitalizes the upfront payments for the leasehold interests. The carrying amount for the land includes these upfront lease payments and land costs, duties and professional fees incurred in relation to the acquisition of the land. Both of the lands are only for industrial purposes, and entitle to tenure renewal upon lease tenure maturity.

During 2009, the Company performed a fair value assessment on the plants and leasehold interest in land which resulted in substantial impairment. No additional impairment expense has been recorded since 2009. Changes in the accumulated impairment losses are a result of foreign currency translation adjustments.

Estimated plant useful life is 15 years and depreciation will begin once the plant is placed in service.

NOTE 5—TERM LOANS IN DEFAULT

PBC was in default which stemmed from a debt covenant requiring the Company to obtain the bank’s approval prior to engaging in activities that would change ownership of PBC. The Company's acquisition of PBC in December, 2007 occurred without the bank's approval. The bank requires that majority ownership of creditors be domiciled Malaysian. The Company cured this default by engaging in a divesture of 51% of the legal ownership to a wholly-owned Malaysian entity in February 2010.

In May 2010, PBC negotiated modifications to its loan facility with the Malaysian bank. The modifications, effective November 2009, extended the availability period of the revolving line of credit from December 2009 to December 2010, the maturity of the term loans from six years to seven years and the first monthly payment date from January 2010 to November 2010. These modifications resulted in the Company being in compliance with the terms of the loan.

However, since December 2010 PBC was unable to remit its first installment repayment to the bank in accordance with the repayment schedule. PBC has been served with a second reminder notice from the bank, which put PBC in default.

Debt consisted of the following as of:

	March 31,		September 30,
	2014		2013
Term loan maturing November 7, 2014, payable in monthly installments of $38,000 beginning December 1, 2010, bearing interest at 8.3% as of March 31, 2014.	$	1,847,940	$	1,812,436
Term loan maturing November 7, 2014, payable in monthly installments of $597,000 beginning January 1, 2011, bearing interest at 8.3% as of March 31, 2014.		28,653,598		28,084,251
Total term loans in default, current	$	30,501,538	$	29,896,687

The Company has classified the term loans as a current liability due to the fact that planned principal payments were not made following the end of period ended March 31, 2014. As of March 31, 2014, the term loan payable in default amounted to $22,076,742.

In January 2013 and 2012, the bank advanced a total of approximately $116,000 and $141,000 respectively to the Company for expenses incurred on the Malaysian plant for its Industrial All Risks insurance policy, and the plant’s independent assessment. This amount is included within the total term loan outstanding by the bank and is carrying the same interest rate as the term loan.

The Company incurred interest expense of $1,231K million and $1,246K during the six months ended March 31, 2014 and 2013, respectively.

NOTE 6—STOCKHOLDERS' EQUITY

Common Stock

From October 1, 2012 through September 30, 2013, the Company issued 33,950 shares of its restricted common stock to individuals at $1.00 per share for consideration totaling $33,950.

Common Stock Options

The Company’s CEO receives common stock options equal to 5% of all equity transactions, as defined in his employment agreement, including common and preferred stock issuances. The options have immediate vesting terms and have a contractual life of ten years. The following table outlines common stock options granted to the CEO since inception:

			Exercise price
Date Issued	Options issued		per share		Fair Value
December 31, 2007		3,650,000	$	0.10	$	319,697
September 5, 2008		6,045,400	$	0.07		390,822
September 24, 2008		458,584	$	1.00		22,831
Year ended September 30, 2009		1,304,968	$	1.00		747,765
Year ended September 30, 2010		57,850	$	1.00		33,150
Year ended September 30, 2011		81,740	$	1.00		57,813
Year ended September 30, 2012		24,578	$	1.00		17,383
Year ended September 30, 2013		1,696	$	1.00		1,200
Total issued since inception		11,624,816			$	1,590,661

The fair value of each option grant is estimated at the date of grant using the Black-Scholes pricing model with the following assumptions for grants during the three months ended March 31, 2014 and the period from October 1, 2006 (Inception) through March 31, 2014:

	March 31, 2014			Inception to March 31, 2014
Weighted average fair value of options granted	$	0.71		$	0.14
Dividend yield		0	%		0	%
Approximate risk-free interest rates		2.13	%		1.43	%
Estimated volatility		91	%		122	%
Expected term in years		5			5
Weighted average fair value of common stock	$	1.00		$	0.19

Compensation expense recognized in the accompanying consolidated statement of operations related to the Employee Options and CEO Options for the six months ended March 31, 2014 and 2013 and for the period from October 1, 2006 (Inception) through March 31, 2014, were NIL, approximately $1,200 and $1,508,000, respectively.

The following table summarizes information about common stock options granted, exercised, forfeited, vested and exercisable:

	Options		Weighted- Average Exercise Price
Outstanding at September 30, 2013		14,824,816		0.21
Granted		-		-
Forfeited		-		-
Exercised		-		-
Options exercisable – March 31, 2014		14,824,816	$	0.21
Options vested or expected to vest		14,824,816	$	0.21

On July 20, 2012, the Company extended the term of options issued prior to July 20, 2012 an additional three years from the date of vesting. As a result, the Company recorded approximately $1.1 million of stock based compensation during the fourth quarter of fiscal 2012.

The following is a summary of options outstanding and exercisable at March 31, 2014:

				Weighted-Average				Weighted-Average
Exercise		Options		Remaining		Options		Remaining
Price		Outstanding		Contractual Life		Exercisable		Contractual Life
$	0.07		6,045,400		7.4		6,045,400		7.4
$	0.10		6,850,000		6.8		6,850,000		6.8
$	1.00		1,929,416		7.9		1,929,416		7.9
$	0.20		14,824,816		7.2		14,824,816		7.2

Common Stock Warrants

On February 20, 2009, the Company issued a warrant to purchase 600,000 shares of the Company's common stock, to an individual as compensation for services rendered in connection with equity capital raising activities. Under the warrant the holder may purchase up to 600,000 shares of common stock for $1.00 per share. Holders of the Company's common stock warrants are generally protected from anti-dilution by adjustments for any stock dividends, stock splits, combinations or other recapitalization.

On July 20, 2012 the Company extended the warrant expiration date for an additional three years.

For purposes of determining the fair value of the common stock warrant, the Company used the Black-Scholes option pricing model and the assumptions set forth in the table below.

The weighted average fair value of warrant issued (per common share)	$	0.43
Dividend yield		0	%
Approximate risk-free interest rate		1.81	%
Estimated volatility		70	%
Expected term in years		2.5

The fair value of the warrant was determined using the deemed fair value of the underlying common stock of $1.00 per common share at February 20, 2009. Because the Company's stock was not actively public traded, the Company used the average historical volatility rate for publicly traded companies that were engaged in similar alternative fuel activities to those of the Company for a similar time period as the expected term of the warrant. The expected term of the warrant was derived as the midpoint between its five year contractual life and the date it became fully exercisability. The fair value of the warrant determined was included in additional paid-in capital as a transaction cost.

The Company reclassified the value of the warrants from paid in capital to derivative liability on October 1, 2009. The Company used the Black-Scholes option pricing model to determine the fair value of the warrants at the end of each accounting period. As of March 31, 2014, the fair value of the derivative liability was valued at $191,750, which resulted in other income of $14,595 for the six months ended March 31, 2014.

Mandatorily Convertible Preferred Stock

The Company’s restated certificate of incorporation filed on September 18, 2008 authorizes 10,000,000 shares of Preferred Stock with a par value of $0.0001 and a stated value of $10.00.

The holders of the Series A Preferred Stock (“Preferred Stock”) accrue dividends at the rate of 8% per share per annum. Dividends are cumulative, accrue on a quarterly basis commencing one year from the date of issuance (the "Commencement Date") and when declared will be paid with the Company's common stock at a conversion rate of $1.00 per common share. Dividends will accrue from the commencement date until the preferred shares have been converted into debt or common stock as described below. If dividends on the Series A Preferred Stock have not been paid or declared, the deficiency shall be paid or declared before any dividend is declared for common stock. Dividends in arrears do not bear interest. The Company has not declared any dividends on the Series A Preferred Stock outstanding. All of the accumulated dividends totaling $6,565,638 were converted into common stock in 2012.

Effective March 20, 2012, Oilcorp disposed off 100% of the preferred stock and its rights to Well Crown Investments Limited.

Effective March 1, 2012, Plant Offshore Group Limited converted their 1,017,878 shares of the Company preferred stock with the entitled 8% cumulative accrued dividends as of February 29, 2012, into 11,965,875 shares of the Company’s common stock. The conversion is based on the price of $1.00 per common stock as per the preferred stock subscription agreement.

Effective March 31, 2012, Well Crown Investments Limited converted their 2,211,166 shares of the Company preferred stock with the entitled 8% cumulative accrued dividends as of March 31, 2012, into 26,890,203 shares of the Company common stock. The conversion is based on the price of $1.00 per common stock as per the latest common stock subscription’s price and the lack of trading activity during a 10 days period.

NOTE 7—RELATED PARTY TRANSACTIONS

The Company has significant contracts with subsidiaries which are also common stockholders to construct its biodiesel plants (see "Note 9 - Commitments and Contingencies" for additional information regarding these contracts). Cash flows remitted by the Company to the contractors are treated as financing in nature given the significant lag time between the timing of work completed, and the payment or conversion of outstanding billings.

Advances totaling $23,998 and $24,494 from Plant & Offshore Technology Sdn. Bhd., an indirect subsidiary of Plant Offshore Group Limited (“POGL”), are included in accounts payable, related parties at March 31, 2014 and September 30, 2013, respectively.

Oilcorp is a vendor currently engaged by the Company to provide engineering and design services in connection with the on-going construction of a biodiesel plant in Indonesia (see "Note 6 - Stockholders' Equity" for additional information with respect to the terms of the Company's Series A Preferred Stock issued to Oilcorp in exchange for trade payables related to these services). Accounts payable to various subsidiaries of Oilcorp, totaled $66,648 and $68,027 are included in accounts payable, related parties at March 31, 2014 and September 30, 2013, respectively.

Accounts payable, related party in the Company's accompanying balance sheet includes $998,295 and $808,810 of amounts payable to directors or shareholders of the Company’s subsidiary companies as of March 31, 2014 and September 30, 2013, respectively.

Amounts payable to other related parties were $1,021 as of March 31, 2014 and September 30, 2013.

On February 2, 2010 the Company entered into a share exchange agreement with Dakap Capaian Sdn. Bhd., a company wholly-owned and controlled by two of the Company's shareholder-directors (see "Note 3 – Spin off Plant Biofuels Corporation" for additional information in respect to the transaction). As of March 31, 2014, the Company has accounts receivable totaling $11,260 from Dakap Capaian Sdn. Bhd. related to expenses incurred in connection with the February 2010 share exchange agreement.

NOTE 8—OPERATING SEGMENTS

The Company reports its operating segments based on geographical location of future biodiesel refining activities, which include Malaysia, Indonesia and corporate activities. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company does not allocate items that are of a non-operating nature or corporate expenses to the business segments. Corporate expenses consist of corporate office expenses including compensation, benefits, occupancy and other administrative costs, including management service expenses.

The following table represents the significant results and financial position by operating segment during the period:

	Six months ended			Six months ended
	March 31,			March 31,
	2014			2013
Loss before income taxes:
Malaysia	$	(1,281,784	)	$	(1,376,378	)
Indonesia		(25,920	)		(19,073	)
Corporate (a)		(184,866	)		(239,344	)
	$	(1,492,570	)	$	(1,634,795	)

	As of		As of
	March 31, 2014		September 30, 2013
Assets:
Malaysia	$	23,718,575	$	24,246,620
Indonesia		3,661		3,626
Corporate (b)		21,978		13,905
	$	23,744,214	$	24,264,151

(a)	Corporate and other includes income/(expense) not associated with the business segments, such as corporate general and administrative expenses, shared service expenses, interest expense and interest income, all reflected on an accrual basis of accounting.

(b)	Corporate and other includes cash and other assets not associated with the business segments.

NOTE 9—COMMITMENTS AND CONTINGENCIES

As of March 31, 2014, the Company was not subject to any material legal proceedings. From time to time, however the Company is named as a defendant in legal actions arising from normal business activities with customers, vendors and business partners. Although the Company cannot accurately predict the amount of its liability, if any, that could arise with respect to currently pending legal actions, it is not expected that any such liability will have a material adverse effect on the Company's financial position, operating results or cash flows.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT

The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with our financial statements and the notes thereto which appear elsewhere in this report. The results shown herein are not necessarily indicative of the results to be expected for any future periods.

This discussion contains forward-looking statements, based on current expectations. All statements regarding future events, our future financial performance and operating results, our business strategy and our financing plans are forward-looking statements and involve risks and uncertainties. In many cases, you can identify forward-looking statements by terminology, such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue," or the negative of such terms and other comparable terminology. Those statements appear in a number of places in this Form S-1 and in other places, particularly, Management's Discussion and Analysis of Financial Condition and Results of Operations, and include statements regarding the intent, belief or current expectations of the Corporation, its directors or its officers with respect to, among other things: (i) the Corporation's liquidity and capital resources; (ii) its financing opportunities and plans and (iii) its future performance and operating results. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. The factors that might cause such differences include, among others: (i) any material inability of the Corporation to successfully identify, consummate and integrate the acquisition of finance receivables at reasonable and anticipated costs, (ii) any material inability of the Corporation to successfully develop its products; (iii) any adverse effect or limitations caused by governmental regulations; (iv) any adverse effect on the Corporation's continued positive cash flow and ability to obtain acceptable financing in connection with its growth plans; (v) any increased competition in business; (vi) any inability of the Corporation to successfully conduct its business in new markets; and (vii) other risks including those identified in the Corporation's filings with the SEC. These statements are only predictions. Known and unknown risks, uncertainties and other factors could cause our actual results and the timing of events to differ materially from those projected in any forward-looking statements. In evaluating these statements, you should specifically consider various factors, including, but not limited to, those set forth under "Summary Information and Risk Factors" and elsewhere in this Report.

SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

The Management’s Discussion and Analysis of Financial Condition and Results of Operations and Plan of Operation (“MD&A”) should be read in conjunction with our unaudited consolidated financial statements for the nine months ended December 31, 2013 and 2012. These financial statements have been prepared in accordance with generally accepted accounting policies in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein and in the following MD&A are quoted in U.S. dollars.

Critical Accounting Policies and Estimates

Critical accounting policies are those we believe are most important to portraying our financial conditions and results of operations and also require the greatest amount of subjective or complex judgments by management. Judgments and uncertainties regarding the application of these policies may result in materially different amounts being reported under various conditions or using different assumptions. There have been no material changes to the critical accounting policies previously disclosed in our Audited Report on Form 10-K for the fiscal year ended September 30, 2013.

Our unaudited interim consolidated financial statements and accompanying notes included in this quarterly report are prepared in accordance with U.S. generally accepted accounting principles. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. These estimates and assumptions are affected by management’s application of accounting policies. Estimates are deemed critical when a different estimate could have reasonably been used or where changes in the estimates are reasonably likely to occur from period to period, and would materially impact our financial condition, changes in financial condition or results of operations. Our significant accounting policies are discussed in Note 1 of the Notes to our unaudited consolidated financial statements as of March 31, 2014 and September 30, 2013 and for the six months ended March 31, 2014 and 2013. On an ongoing basis, we evaluate our estimates, including those related to the potential impairment of property, plant and equipment, derivative liabilities, and stock based compensation. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Recent Accounting Pronouncements

See Note 1 to our unaudited consolidated financial statements included elsewhere in this report.

Result of Operations

First Quarter Three Months Ended March 31, 2014 compared to March 31, 2013

During the six months ended March 31, 2014, we reported $0 revenue, and a net loss attributable to common shareholders of approximately $0.8 million or $0.004 per share, compared to net loss attributable to common shareholders of approximately $0.9 million or $0.004 per share for the six months ended March 31, 2013. Total operating expenses of approximately $272,100 and $425,600 of which approximately $114, 100 and $188,500 related to payroll and share based compensation related expense and $103,600 and $92,600 related to legal and professional fees with the remaining operating expenses incurred during the period were approximately $54,400 and $144,600 during the six months ended March 31, 2014 and 2013 respectively.

The $74,400 decrease in payroll and share based compensation related expense is the result of $72,500 decrease in employee overhead as well as a $1,900 reduction in the CEO’s share based compensation related expense.

Legal and professional fees were increased by approximately $11,100 as the use of consultants increased.

During the six months ended March 31, 2014 and 2013, we recognized a net loss attributable to non-controlling interest of approximately $653,710 and $701,953.

Operating Comparison for the three months ended:

	March 31, 2014			March 31, 2013			Difference			% Change
Revenue	$	-		$	-		$	-			-
Cost of sales		-			-			-			-
Payroll		(114,088	)		(188,507	)		74,419			39.5
Legal & professional		(103,633	)		(92,553	)		(11,080	)		(12.0	)
Other operating expenses		(54,387	)		(144,572	)		90,185			62.4
Other income (expenses)		(1,215,914	)		(1,209,163	)		6,751			(0.6)
Income tax expense		(4,548	)		-			(4,548)			100.0
Net loss attributable to non-controlling interest		653,710			701,953			(48,243	)		6.9

Net loss available to common stockholder	$	(838,860	)	$	(932,842	)	$	93,982			(10.1	)

Liquidity and Capital Resources

We have experienced cumulative losses of approximately $68.0 million from October 1, 2006 (inception), through March 31, 2014, and have net negative equity of approximately $9.0 million. As of the date of this report, we have not commenced operations; rather, we are still in the development stages. Accordingly, this raises substantial doubt about our ability to continue as a going concern.

As of March 31, 2014, we have raised our $64.0 million of equity through a combination of initial capitalization, various share exchanges as we acquired our operating subsidiaries, the conversion of $32.3 million of debt for preferred shares with two related party vendors, $7.5 million in advances we subsequently converted to equity, and private placements from individual shareholders resulting in actual cash of $4.7 million. In addition, we also borrowed $30.5 million under our credit facility with a Malaysian bank. These funds have been used to acquire certain capital equipment and infrastructure to support development and implementation of our business plan, payment of salaries and fees of technical and marketing personnel, marketing and promoting activities, working capital and general corporate purposes. Additional funds will need to be generated by to complete the three biodiesel plants currently under construction and to further support the development of our business model.

We are currently in non-compliance with debt covenants on the term loan facilities and have not made any installment repayments as they became due beginning on December 1, 2010. The term loans are secured by first priority interest over all existing property, plant and equipments, and all fixed and floating assets of Plant Biofuels Corporation Sdn Bhd (“PBC”). The facilities are jointly and severally guaranteed by both the PBC directors.

As a result of this non-compliance, Bank Pembangunan Malaysia Bhd (“the Bank”) may foreclose on its note as a consequence and we could lose all of the PBC assets. At this time, the Bank has not formally notified us that we are in default.

We are actively negotiating with the Bank to restructure the facilities or reschedule the facilities repayment. The Bank has verbally indicated their willingness to review and assess the biodiesel industry as a whole with all the players in the industry and to find a solution that will cure our distress. We are confident that our feedstock, which is non-food based, will lead the Company to a sustainable operation.

We are undertaking various plans and measures to raise capital through debt and equity offerings, which we believe will increase funds available for development and working capital. However, no assurances can be given that those plans and measures will be successful in increasing funds for our development and operations. We believe that we will obtain an extension of our current loan and additional financing from the Bank to fund the start-up and biodiesel production of the plant. If we cannot come to terms with the Bank, then we will look at options for refinancing the loan and obtaining a working capital line with another entity.

For the next twelve months, we expect cash needs of up to $6,100,000 to finance the further set-up of our business and the start of our early operational work and to cover our ongoing working capital needs in order to commence operations. Our existing term loan facilities require principal and interest payments of $617,000 per month that were scheduled to begin in December 2010. However, we have made not been in a position to make any payments on this debt. As of May 6, 2014, we had $10,125 in cash. We are funding monthly operations with incremental equity private placements from our existing shareholders on an as needed basis. In order to cover our cash needs, we are considering raising additional funds in the form of equity capital, mezzanine financing and/or senior loans through private placements, loan applications or any other alternative approach. If we do not secure these funds, we may be forced to suspend or terminate operations.

Our ability to obtain needed financing may be impaired by factors such as the capital markets, and the fact that we are not profitable, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations.

Cash Flows

Net cash provided by operating activities was approximately $12,000 for the six months ended March 31, 2014 compared to net cash used in operating activities of approximately $169,000 for the same period in 2013. Net cash used in operating activities was approximately $5,569,000 for the period from inception (October 1, 2006), through March 31, 2014.

Net cash provided by investing activities was approximately $16,000 for the period from inception (October 1, 2006) through the six months ended March 31, 2014.

Net cash used in financing activities for the six months ended March 31, 2014 was approximately $4,000 compared to net cash provided in financing activities of approximately $155,000 for the same period in 2013, and $5,447,000 for the period from inception (October 1, 2006) through March 31, 2014. The net cash provided by financing activities is from the issuance of common shares and proceeds from loan advances during the six months ended March 31, 2014 and 2013.

Term Loans in Default

In October 2007, PBC entered into a $21,157,000 facilities agreement (the “Facilities”) with a bank, which provided available borrowings under two individual term loans totaling $18,091,000 and a revolving line with available credit of $3,066,000. At March 31, 2014, and 2013, $3,066,000 was available under the revolving line of credit. However, any disbursements are restricted for purchases of raw materials and repayable within six months from date of disbursement. A total of $30,501,538 is outstanding under the Facilities at March 31, 2014 and $29,896,687 at September 30, 2013.

The term loans under the Facilities bear interest at the bank’s effective costs of funds (6.30%) +1.25% in year one, increasing to +2% in year two and beyond. At December 31, 2013 and 2012, the interest rate for the term loans was 8.3%. The interest rate for the revolving line of credit is the bank’s cost of funds (6.30%) +2%. At December 31, 2013 and 2012, the interest rate for the revolving line of credit was 8.3%.

In January 2013 and 2012, the bank advanced a total of $116,251 and $141,317 respectively to us for expenses incurred on the Malaysian plant for our Industrial All Risks insurance policy, and the plant’s independent assessment. This amount was added to the total term loan outstanding by the bank and it carries the same interest rate as the term loan.

The Company incurred interest expense of $1.2 million and $1.2 million during the six months ended March 31, 2014 and 2013, respectively.

We have recognized approximately $1.2 million and $1.2 million in interest charges related to the term loans for the six months ended March 31, 2014 and 2013, respectively, all of which has been recorded as interest expense. Accrued interest payable at March 31, 2014 and 2013 was approximately $12.1 million and $10.3 million, respectively. The term loans under the Facilities are secured by a first priority interest over all existing property, plant and equipment and all assets of PBC. In addition, the term loans are jointly and severally guaranteed by directors of PBC.

In May 2010, PBC negotiated modifications to its loan facility with the Malaysian bank. The modifications, effective November 2009, extended the availability period of the revolving line of credit from December 2009 to December 2010, the maturity of the term loans from six years to seven years and the first monthly payment date from January 2010 to November 2010. These modifications allowed us to maintain compliance with the terms of the loan.

Since December 2010, we were unable to remit our first installment payment to the bank in accordance with the original repayment schedule. In July 17 2013, we were served with a notice of demand from the bank, which potentially puts us in default.

We have held discussions with a number of potential lenders to provide the necessary financing to refinance the debt with the bank, to complete construction and maintenance of the PBC plant to make it operational for biofuel, to finance the acquisition of feedstock and inventory and to provide additional working capital necessary to operate the plant through 2014. These discussions are in preliminary stages and certain lenders are in the process of performing due diligence. The ultimate outcome of these on-going discussions is unknown.

We are also actively negotiating with the bank to restructure the facilities or reschedule the facilities repayment. The bank has verbally indicated their willingness to review and assess the biodiesel industry as a whole with all the players in the industry and to find a solution that will cure our distress.

Regulation

Our plants will have and maintain the necessary operating licenses from the Malaysian and Indonesian governments.

·	The biodiesel from our production facilities will comply with both the European (EN14214) and American (ASTM 6751) biodiesel specifications.

·	The growth of biodiesel industry will be determined largely as the result of government legislation, mandates and regulation. In general, governments use a variety of subsidies and tax breaks to stimulate demand.

Most governments have three primary concerns in formulating their biofuel policy:

·	securing constant energy supply and reducing dependence on fossil fuel imports;

·	obtaining environmental benefits and reducing sulfur emissions compared with those of fossil diesel; and

·	creating jobs, in especially in rural regions, and boosting the agricultural sector.

The EPA’s ULSD regulation went into effect in 2006. The ULSD regulation requires all diesel fuel, diesel fuel additives and distillate fuels blended with diesel for on-road use to contain less than 15 ppm of sulfur content. Biodiesel serves as an alternative and appropriate way to comply with ULSD regulations, as biodiesel has less than 15 parts per million (“ppm”) of sulfur content. Blending biodiesel with ULSD also provides added lubricity, which is lost with the removal of sulphur but is required for peak engine performance. Also, in October 2008, ASTM amended the D975 standard for on-road diesel to allow for 5% biodiesel. The change in the ASTM spec, along with lubricity enhancement, will continue to ease the adoption of RFC's biodiesel by US blenders and marketers.

Renewable Identification Numbers

The EPA created the renewable identification number, or RIN, system to track renewable fuel production and compliance with the renewable fuel standard. EPA registered producers of renewable fuel may generate RINs for each gallon of renewable fuel they produce. In the case of biodiesel, 1.5 biomass-based diesel RINs may be generated for each gallon of biodiesel produced. Most renewable fuel, including biodiesel, is then sold with its associated RINs attached. Under the RFS2 regulations, the RINs may also be separated from the gallons of renewable fuel and once separated they may be sold as a separate commodity. RINs are ultimately used by Obligated Parties to demonstrate compliance with the RFS2. Obligated Parties must obtain and retire the required number of RINs to satisfy their RVO during a particular compliance period. An Obligated Party can obtain RINs by buying renewable fuels with RINs attached, buying RINs that have been separated, or producing renewable fuels themselves. All RIN activity under RFS2 must be entered into the EPA’s moderated transaction system, which tracks RIN generation, transfer and retirement. RINs are retired when used for compliance with the RFS2 requirements. At this time, the company is not producing biodiesel and therefore does not benefit from this program.

Blenders Tax Credit

The blenders tax credit, when in place, provides a $1.00 per gallon excise tax credit to the first blender of biodiesel with at least 0.1% petroleum-based diesel fuel. The blenders tax credit can then be credited against such blenders federal excise tax liability or the blender can obtain a cash refund from the United States Treasury for the value of the credit. The blenders tax credit became effective January 1, 2005 and then lapsed January 1, 2010 before being reinstated retroactively on December 17, 2010. The blenders tax credit again expired as of December 31, 2011 and on January 2, 2013, it was again reinstated retroactively for 2012 through December 31, 2013. The blenders tax credit expired again on December 31, 2013 and it is uncertain whether it will be reinstated and if reinstated, whether or not it would be reinstated retroactively.

State Programs

There are various state level incentive programs that can benefit the company should the company apply and qualify. . At this time, the company is not producing biodiesel and therefore does not benefit from this program.

Off-Balance Sheet Transactions

As of March 31, 2014 and September 30, 2013, we did not have any off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, we conducted under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, an evaluation of the effectiveness of our “disclosure controls and procedures” (as that term is defined under the Rule 3a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act). Based on that evaluation, our chief executive officer and chief financial officer concluded as of the period covered by this report that our disclosure controls and procedures were effective in recording, processing, summarizing and reporting information required to be disclosed within the time periods specified in the Securities and Exchange Commission’s rules and forms and to ensure that information required to be disclosed in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding the required disclosure.

Changes in Internal Control over Financial Reporting

During the six months ended March 31, 2014, there have been no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company and its subsidiaries may be involved in various claims and legal actions arising in the ordinary course of business. None of these actions, individually or in the aggregate, are expected to have a material adverse effect on the Company’s consolidated financial position or results of operations.

ITEM 1A. RISK FACTORS

Not required

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

We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuances. We believed that Section 4(2) was available because:

	●	None of these issuances involved underwriters, underwriting discounts or commissions.
	●	Restrictive legends were and will be placed on all certificates issued as described above.
	●	The distribution did not involve general solicitation or advertising.
	●	The distributions were made only to accredited investors or investors who were sophisticated enough to evaluate the risks of the investment who understood the speculative nature of their investment.

We relied upon Regulation S of the Securities Act of 1933, as amended for the above issuances to non US citizens or residents.

We believed that Regulation S was available because:

	●	None of these issuances involved underwriters, underwriting discounts or commissions;
	●	We placed Regulation S required restrictive legends on all certificates issued;
	●	No offers or sales of stock under the Regulation S offering were made to persons in the United States;
	●	No direct selling efforts of the Regulation S offering were made in the United States.

In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:

	●	Access to all our books and records.
	●	Access to all material contracts and documents relating to our operations.
	●	The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

We have no information to disclose that was required to be in a report on Form 8-K during the period covered by this report, but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

ITEM 6. EXHIBITS

Exhibit No.		Document Description

10.2		Employment Agreement - William VanVliet

31.1		CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

31.2		CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

32.1 *		CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

32.2 *		CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

Exhibit 101

Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**

101.INS	XBRL Instance Document**

101.SCH	XBRL Taxonomy Extension Schema Document**

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**

101.LAB	XBRL Taxonomy Extension Label Linkbase Document**

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**

______________

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Renewable Fuel Corp, a Nevada corporation

Title	Name	Date	Signature

Principal Executive Officer	William Van Vliet	May 19, 2014	/s/ William Van Vliet

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE	NAME	TITLE	DATE

/s/ William Van Vliet	William Van Vliet	Principal Executive Officer and Director	May 19, 2014

/s/ Andy Teo Guan Joo	Andy Teo Guan Joo	Principal Financial Officer and Principal Accounting Officer	May 19, 2014

EXHIBIT INDEX

Exhibit No.		Document Description

10.2		Employment Agreement - William VanVliet

31.1		CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

31.2		CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

32.1 *		CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

32.2 *		CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

Exhibit 101

101.INS	XBRL Instance Document**

101.SCH	XBRL Taxonomy Extension Schema Document**

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**

101.LAB	XBRL Taxonomy Extension Label Linkbase Document**

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**

______________

Renewable Fuel Corp - FORM 10-Q - May 19, 2014

Attached files

Renewable Fuel Corp Reports