Ex. 99.2

DYNAMIC FUELS, LLC
(A Development Stage Company)

FINANCIAL STATEMENTS

SEPTEMBER 30, 2009 and 2008

WITH

INDEPENDENT AUDITORS’ REPORT

CONTENTS

Independent Auditors’ Report			1
Balance Sheets			2
Statements of Operations			3
Statements of Members’ Equity			4
Statements of Cash Flows			5
Notes to Financial Statements			6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of
Dynamic Fuels, LLC

We have audited the accompanying balance sheets of Dynamic Fuels, LLC (a development stage company) as of September 30, 2009 and 2008, and the related statements of operations, members’ equity and cash flows for the years then ended and for the period from June 22, 2007 (date of inception) through September 30, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. Tullius Taylor Sartain & Sartain LLP audited the financial statements of Dynamic Fuels, LLC as of and for the period ended September 30, 2008, and merged with Hogan & Slovacek, P.C. to form HoganTaylor LLP effective January 7, 2009.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Dynamic Fuels, LLC, as of September 30, 2009 and 2008, and the results of its operations and its cash flows for the years then ended, and for the period from June 22, 2007 (date of inception) through September 30, 2009, in conformity with accounting principles generally accepted in the United States of America.

December 3, 2009

DYNAMIC FUELS, LLC
(A Development Stage Company)

BALANCE SHEETS

September 30, 2009 and 2008

		2009				2008
Assets
Current assets:
Cash		$	32,321,714			$	25,489,560
Restricted cash			42,775,005				—
Accounts receivable			—				16,523
Prepaid expenses and other current assets			1,916,918				3,668,115
Total current assets			77,013,637				29,174,198
Property, plant and equipment, net			76,432,295				6,954,612
Other			1,192,133				274,240
Total assets		$	154,638,065			$	36,403,050
Liabilities and Members’ Equity
Current liabilities:
Accounts payable and accrued liabilities		$	13,020,431			$	1,130,446
Due to related parties			2,946,556				300,892
Total current liabilities			15,966,987				1,431,338
Asset retirement obligation			16,434				—
Notes payable			100,000,000				—
Total liabilities			115,983,421				1,431,338
Commitments and contingencies
Members’ equity:
Syntroleum Corporation capital contributions			24,250,000				18,250,000
Tyson Foods, Inc. capital contributions			24,250,000				18,250,000
Deficit accumulated during the development stage			(9,845,356	)			(1,528,288	)
Total members’ equity			38,654,644				34,971,712
Total liabilities and members’ equity		$	154,638,065			$	36,403,050

See notes to financial statements.

DYNAMIC FUELS, LLC
(A Development Stage Company)

STATEMENTS OF OPERATIONS

										Period from
										June 22, 2007,
										Date of
		Year ended				Year ended				Inception, to
		September 30,				September 30,				September 30,
		2009				2008				2009
Expenses:
General and administrative		$	5,203,280			$	1,470,059			$	6,985,442
Depreciation and amortization			57,426				431				57,857
Total expenses			5,260,706				1,470,490				7,043,299
Loss from operations			(5,260,706	)			(1,470,490	)			(7,043,299	)
Interest income			604,415				176,936				858,720
Interest rate swap valuation adjustment			(3,678,664	)			—				(3,678,664	)
Other income (expense)			17,887				—				17,887
Net loss		$	(8,317,068	)		$	(1,293,554	)		$	(9,845,356	)
Allocation of net loss to members:
Syntroleum Corporation		$	(4,158,534	)		$	(646,777	)		$	(4,922,678	)
Tyson Foods, Inc.			(4,158,534	)			(646,777	)			(4,922,678	)
		$	(8,317,068	)		$	(1,293,554	)		$	(9,845,356	)

See notes to financial statements.

DYNAMIC FUELS, LLC
(A Development Stage Company)

STATEMENTS OF MEMBERS’ EQUITY

Period June 22, 2007 (Date of Inception) to September 30, 2009

										Deficit
										Accumulated
		Capital Contributions								During the
		Syntroleum				Tyson				Development
		Corporation				Foods, Inc.				Stage				Total
Balance, June 22, 2007 (date of inception)		$	—			$	—			$	—			$	—
Cash contributions			4,250,000				4,250,000				—				8,500,000
Net loss			—				—				(234,734	)			(234,734	)
Balance, September 30, 2007			4,250,000				4,250,000				(234,734	)			8,265,266
Cash contributions			14,000,000				14,000,000				—				28,000,000
Net loss			—				—				(1,293,554	)			(1,293,554	)
Balance, September 30, 2008			18,250,000				18,250,000				(1,528,288	)			34,971,712
Cash contributions			6,000,000				6,000,000				—				12,000,000
Net loss			—				—				(8,317,068	)			(8,317,068	)
Balance, September 30, 2009		$	24,250,000			$	24,250,000			$	(9,845,356	)		$	38,654,644

See notes to financial statements.

DYNAMIC FUELS, LLC
(A Development Stage Company)

STATEMENTS OF CASH FLOWS

										Period from
										June 22, 2007,
										Date of
		Year ended				Year ended				Inception, to
		September 30,				September 30,				September 30,
		2009				2008				2009
Cash Flows from Operating Activities
Net loss		$	(8,317,068	)		$	(1,293,554	)		$	(9,845,356	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			57,426				431				57,857
Mark-to-market interest rate swap in excess of cash collateral			2,088,663				—				2,088,663
Changes in:
Accounts receivable			16,523				(16,523	)			—
Prepaid expenses and other			(367,319	)			(3,942,355	)			(4,309,674	)
Accounts payable and accrued liabilities			427,790				17,709				1,558,236
Due to related parties			557,001				(90,338	)			857,893
Asset retirement obligation			16,434				—				16,434
Net cash used in operating activities			(5,520,550	)			(5,324,630	)			(9,575,947	)
Cash Flows from Investing Activities
Payments for the purchase of property, plant and equipment			(56,530,791	)			(5,447,302	)			(63,485,834	)
Change in restricted cash			(42,775,005	)			—				(42,775,005	)
Net cash used in investing activities			(99,305,796	)			(5,447,302	)			(106,260,839	)
Cash Flows from Financing Activities
Proceeds from sale of tax-exempt bonds			100,000,000				—				100,000,000
Proceeds from capital contributions			12,000,000				28,000,000				48,500,000
Debt issuance costs			(341,500	)			—				(341,500	)
Net cash provided by financing activities			111,658,500				28,000,000				148,158,500
Net change in cash			6,832,154				17,228,068				32,321,714
Cash, beginning of year			25,489,560				8,261,492				—
Cash, end of year		$	32,321,714			$	25,489,560			$	32,321,714

See notes to financial statements.

DYNAMIC FUELS, LLC
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 and 2008

Note 1 – Summary of Significant Accounting Policies

Nature of operations

Dynamic Fuels, LLC, a Delaware limited liability company (the Company), was formed on June 22, 2007, as a joint venture between Syntroleum Corporation (Syntroleum), and Tyson Foods, Inc., (Tyson) (collectively, the Members). The Limited Liability Company Agreement between the Members provides for management and control of the Company to be exercised jointly by representatives of the Members equally, with no member exercising control. The Company is in the development stage and was organized to engage in the development, production, marketing and sale of Bio-Synfined™ renewable fuels produced using Syntroleum’s Bio-Synfining™ technology in the United States including, the development, construction, financing, testing, ownership, operation and maintenance of one or more Bio-Synfining™ renewable fuels production plants. The Bio-Synfining™ technology converts triglycerides and/or fatty acids from fats and vegetable oils with heat, hydrogen and proprietary catalysts to make renewable synthetic fuels, such as diesel, jet fuel (subject to certification), kerosene, naphtha and LPG. The fats and vegetable oil feedstock will be procured by Tyson.

As a limited liability company, the Members are not personally liable for any debts, liabilities, or obligations of the Company beyond the Members’ equity accounts, except to the extent that they have obligated themselves (see Note 4). Income and losses are allocated to the Members on the basis of their ownership.

Cash

The Company maintains bank accounts which are insured by the Federal Deposit Insurance Corporation (FDIC). At times, cash balances may be in excess of the FDIC insurance limit.

Restricted cash

Restricted cash consists of cash held in an escrow account for the payment of qualified invoices and/or interest during construction of the plant in Geismar, Louisiana.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the related assets. Initial construction costs and plant engineering costs associated with the construction of the synthetic fuels plant are capitalized and included in plant construction in progress. These capitalized costs will be depreciated when the plant is placed in service. Expenditures for repairs and maintenance are charged to expense as incurred, whereas major improvements are capitalized.

Interest

The Company capitalized approximately $4,615,000 in interest expense during construction for the year ended September 30, 2009. The amount capitalized will begin to be amortized over the life of the plant upon plant start up.

Other assets

Other assets include $1.2 million at September 30, 2009, of debt issuance costs that were incurred by the Company in connection with the issuance of the $100 million tax exempt bonds. (See Note 4.) The debt issuance costs are being amortized over the bond 25 year term. The Company incurred approximately $49,000 of amortization expense for the year ended September 30, 2009.

Asset retirement obligations

The Company records the fair value of a liability for an asset retirement obligation in the period in which is it incurred and a corresponding increase in the carrying amount of the related long-lived asset. The Company records the discounted fair value of the retirement obligation as a liability at the time the plants are constructed. The asset retirement obligation represents the present value of the estimated costs associated with the future plant dismantlement of the Company’s Geismar plant, discounted at 15% per annum. The liability accretes over time with a charge to accretion expense. There was no accretion expense for the year ended September 30, 2009.

Income taxes

As a limited liability company, the Members of the Company report individually the taxable income of the Company. Accordingly, no provision for income taxes has been recorded in the financial statements.

As long as the Company complies with applicable regulations, it is not subject to income taxes. However, events or interpretations of such regulations could result in contingent income tax obligations. During fiscal year 2009, management adopted certain accounting guidance that was issued to clarify the accounting for contingent income tax obligations as permitted by the standards.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ from those estimates.

Fair value of financial instruments

The carrying amounts of financial instruments, including cash, accounts payable and accrued liabilities approximates fair value due to the short maturity of these instruments. The carrying amount of long-term debt approximates fair value.

Subsequent events

We have evaluated subsequent events through the time that we issued our financial statements on November 17, 2009, and have noted there are no subsequent events to disclose.

Note 2 – Related Party Transactions

The accompanying financial statements include transactions with members of the Company, including engineering, accounting, travel expenses, letter of credit fees and collateral for interest rate swaps associated with plant construction and financing of plant construction. Expenditures made by the Company during the year ended September 30, 2009, to Syntroleum and Tyson were approximately $2,822,000 and $6,420,000, respectively, and for the year ended September 30, 2008, were $3,063,000 and $738,000, respectively, since inception were approximately $6,484,000 and $7,263,000, respectively. Due to related parties at September 30, 2009 and 2008, included amounts owed to Syntroleum and Tyson of approximately $223,000 and $2,554,000, respectively and $223,000 and $78,000, respectively.

Note 3 – Property, Plant and Equipment

Property, plant and equipment consist of the following at September 30:

		2009				2008
Plant construction in progress		$	76,038,984			$	6,941,781
Computer hardware and software			314,237				—
Furniture and automobile			87,259				13,262
			76,440,480				6,955,043
Accumulated depreciation			8,185				431
Property, plant and equipment, net		$	76,432,295			$	6,954,612

Depreciation expense for the years ended September 30, 2009 and 2008, was $7,754 and $431, respectively.

Note 4 – Notes Payable

In October 2008, Dynamic Fuels received $100 million in proceeds from the issuance of Gulf Opportunity Zone tax-exempt bonds made available by Louisiana Public Facilities Authority. These floating rate bonds are due October 1, 2033. In November 2008, Tyson entered into an interest rate swap related to these bonds on the Company’s behalf to mitigate interest rate risk on a portion of the bonds for five years. The Company reimburses Tyson for all monthly settlements and any margin calls related to the swap. Tyson also provided a letter of credit as a guarantee for the entire bond issuance. The guarantee is for the life of the bonds, 25 years. Monthly fees for this letter of credit are paid by Tyson. The Company reimburses Tyson for these monthly fees and expenses the monthly fees accordingly. The unexpended proceeds from the bond issuance are held in trust and can only be used for the construction of the Dynamic Fuels’ facility. Accordingly, the unused proceeds are recorded as restricted cash.

Note 5 – Commitments and Contingencies

The Company has various construction purchase commitments associated with plant construction. As of September 30, 2009, total commitments were approximately $25 million and are payable throughout 2009 and 2010, upon completion of construction milestones in accordance with the terms of the various contracts.

Effective October 1, 2008, the Company entered into a land and office lease agreement associated with its plant in Geismar, Louisiana, expiring September 30, 2033. Annual lease payments for the land are $2 million, payable in four quarterly installments of $500,000. In addition, infrastructure maintenance fees totaling $101,800 are due quarterly. The Company expects to pay at least $2 million per year in lease payments over the next five years. The lease payments will be adjusted by the consumer price index in 2013.

The Company has entered into or is currently negotiating additional contracts for utility supplies of hydrogen, nitrogen, natural gas and electricity. These commitments range from monthly commitments to 15 years with minimum take or pay of the utility volumes.

Note 6 – Members’ Equity

The Company was initially capitalized on July 13, 2007, with $4,250,000 in capital contributions from each Member. In July 2008, the Members approved plant sanction and each contributed $14 million in capital contributions. In April 2009, each Member contributed an additional $6 million.

If a Member fails to make a capital contribution, it is in default, and its interest in the Company will be diluted by $1.50 per $1.00 not contributed. At its option, the other member may fund the portion of the default, which is considered a loan to the defaulting member at a rate of LIBOR +10% with a 40-day cure period. The defaulting Member may make a full or partial loan repayment and a pro rata portion of lost interest will be restored. If the loan is not repaid, it will be converted into ownership interest for the member making the loan, diluting the defaulting member at a $1.00 per $1.00 of the loan. No Member is in default at this time.

Note 7 – Derivative Financial Instruments

The Company’s business operations give rise to certain market risk exposures mostly due to changes in interest rates. The Company manages this risk through the use of a derivative financial instrument, to reduce the exposure to interest rate risk associated with a variable-rate borrowing. The interest rate swap was entered into by Tyson for the Company.

Risk management programs are reviewed and monitored by the Management Committee. These programs may be revised as market conditions dictate. The current risk management programs utilize industry-standard models that take into account the implicit cost of hedging. Risks associated with market risks and those created by derivative instruments and the mark-to-market valuations are strictly monitored at all times, using value-at-risk and stress tests.

The objective of the undesignated interest rate swap is to manage interest rate risk exposure on a floating-rate bond. The interest rate swap agreement effectively modifies the Company’s exposure to interest rate risk by converting a portion of the floating-rate bond to a fixed rate basis for the next five years, thus reducing the impact of the interest-rate changes on future interest expense. This interest rate swap does not qualify for hedge treatment due to differences in the underlying bond and swap contract interest-rate indices. As of September 30, 2009, the Company had the flowing aggregate outstanding notionals related to the undesignated position. The Company does not apply hedge accounting to its interest rate derivative instrument. The Company marks this position to fair value through earnings at each reporting date. During the year ended September 30, 2009, the Company recognized $3.7 million in mark-to-market swap valuation interest expense on average notional debt of $64 million, and none during 2008.

Note 8 – Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy contains three levels as follows:

Level 1 –		Unadjusted quoted prices available in active markets for the identical assets or liabilities at the measurement date.
Level 2 –		Other significant observable inputs available at the measurement date, including quoted prices for similar securities.
Level 3 –		Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

The interest rate swap is recorded at fair value based on quoted LIBOR swap rates adjusted for credit and non-performance risk.

The preceding method may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Derivative assets and liabilities are presented in the Company’s balance sheets on a net basis. The Company nets derivative assets and liabilities, including cash collateral, when a legally enforceable master netting arrangement exists between the counterparty to a derivative contract and the Company. At September 30, 2009, it had posted $1.6 million of cash collateral. The net derivative liability of $2,089,000 is included in due to related parties in the September 30, 2009 balance sheet.

The following is a summary of the inputs used in valuing the interest rate swap:

		September 30,
Valuation inputs		2009
Level 1 – Quoted prices		$	—
Level 2 – Other significant observable inputs			2,089,000
Level 3 – Significant unobservable inputs			—
Total		$	2,089,000