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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: December 31, 2012

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 February 14, 2013 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
UNREGISTERED 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
    26  
           
Signatures
    27  
 
 
2

 
 
PART I

FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
 
Renewable Fuel Corp
(A Development Stage Entity)
Consolidated Balance Sheets
As of December 31, 2012 and September 30, 2012

   
December 31,
   
September 30,
 
   
2012
   
2012
 
   
(Unaudited)
       
Assets
             
Cash and cash equivalents
  $ 23,028     $ 39,919  
Trade and other receivables
    5,162       5,116  
Accounts receivable, related party
    12,279       12,096  
Inventories
    44,418       43,756  
Prepaid expenses and other current assets
    8,341       41,331  
Total current assets
    93,228       142,218  
Plants in progress, net
    25,786,323       25,401,867  
Other property and equipment, net
    38,361       43,179  
Total Assets
  $ 25,917,912     $ 25,587,264  
                 
Liabilities and Shareholders' Deficit
Liabilities
               
Current liabilities
               
Trade and other payables
  $ 760,685     $ 534,682  
Accounts payable, related parties (Note 7)
    556,738       637,438  
Accrued liabilities
    74,180       67,365  
Current portion of capital leases
    8,824       8,573  
Derivative liability - fair value of warrants
    226,132       232,302  
Term notes in default
    29,885,922       28,823,421  
Total current liabilities
    31,512,481       30,303,781  
Long-term capital lease obligations
    14,823       16,469  
Total liabilities
    31,527,304       30,320,250  
                 
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 December 31, 2012 and 250,477,815 common shares issued, 213,247,815 outstanding as of September 30, 2012)
    25,051       25,048  
Additional paid-in-capital
    64,406,268       64,370,443  
Accumulated other comprehensive loss
    (692,231 )     (627,928 )
Accumulated deficit
    (65,789,558 )     (65,291,191 )
Treasury stock, cost
               
37,230,000 common shares held in treasury as of December 31, 2012 and September 30, 2011
    (3,723 )     (3,723 )
Total Renewable Fuel Corp stockholders' deficit
    (2,054,193 )     (1,527,351 )
Non-controlling interest
    (3,555,199 )     (3,205,635 )
    Total shareholders' deficit
    (5,609,392 )     (4,732,986 )
    Total Liabilities and Shareholders' Deficit
  $ 25,917,912     $ 25,587,264  
 
 
3

 
 
Renewable Fuel Corp
(A Development Stage Entity)
Consolidated Statements of Operations and Other Comprehensive Loss
 
   
First Quarter Three Months Ended
   
Period From Inception
October 1,
 
   
(Unaudited)
   
(Unaudited)
   
2006 to
 
   
December 31,
2012
   
December 31,
2011
   
December 31,
2012
 
                   
Revenue
  $ -     $ 110,162     $ 325,020  
                         
Operating expenses
                       
Cost of materials, shipping and insurance
    39,640       6,767       201,859  
Impairment of plants and land held for sale
    -       -       45,327,147  
Payroll and share-based compensation expense
    69,672       84,339       5,751,949  
Legal and professional fees
    52,762       80,068       2,134,906  
Depreciation
    5,419       5,394       104,820  
Other general and administrative expenses
    72,158       49,198       1,642,172  
Total operating expenses
    239,651       225,766       55,162,853  
                         
Loss from operations
    (239,651 )     (115,604 )     (54,837,833 )
                         
Other income (expense)
                       
Interest expense
    (630,937 )     (541,967 )     (8,234,921 )
Gain on change in fair value of derivative liability
    6,170       9,084       33,758  
Other income (loss), net
    16,487       51,876       222,666  
Total other income (expense)
    (608,280 )     (481,007 )     (7,978,497 )
                         
Loss before income taxes
    (847,931 )     (596,611 )     (62,816,330 )
                         
Income tax expense
    -       -       -  
                         
Net loss
    (847,931 )     (596,611 )     (62,816,330 )
                         
Net loss attributable to non-controlling interest
    (349,564 )     (296,470 )     (3,558,922 )
                         
Net loss attributable to Renewable Fuel Corp
    (498,367 )     (300,141 )     (59,257,408 )
                         
Dividends on preferred stock
    -       630,809       6,565,638  
                         
Net loss available to common stockholders
    (498,367 )     (930,950 )     (65,823,046 )
                         
Other comprehensive loss:
                       
Net loss
    (847,931 )     (596,611 )     (62,816,330 )
Currency translation adjustment
    (64,303 )     (4,451 )     (692,231 )
                         
Comprehensive loss
    (912,234 )     (601,062 )     (63,508,561 )
                         
Net loss attributable to non-controlling interest
    (349,564 )     (296,470 )     (3,558,922 )
Comprehensive loss attributable to non-controlling interest
    (53,256 )     (7,109 )     (191,062 )
Comprehensive loss attributable to Renewable Fuel Corp
  $ (509,414 )   $ (297,483 )   $ (59,758,577 )
                         
Net loss per share available to common stockholders, basic and diluted
  $ (0.002 )   $ (0.005 )   $ (0.39 )
Weighted average number of common shares outstanding
    213,278,566       173,916,456       166,779,619  

 
4

 
 
Renewable Fuel Corp
(A Development Stage Entity)
Consolidated Statements of Cash Flow
For the Periods Ended
 
   
For theThreeMonths Ended
   
Period From Inception
October 1, 2006 to
 
   
December 31,
2012
   
December 31,
2011
   
December 31,
2012
 
   
(Unaudited)
   
(Unaudited)
       
                         
Cash flows from operating activities
                       
Net loss
  $ (847,931 )   $ (596,611 )   $ (62,816,330 )
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Depreciation
    5,419       5,394       104,832  
Impairment of plant and leasehold land
    -       -       45,327,147  
Non-cash share-based compensation expense
    1,878       1,997       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
    621,534       538,778       8,214,737  
Change in fair value of derivative liability
    (6,170 )     (9,084 )     (33,758 )
Gain (loss) on disposal of investments and other
    -       -       (60,088 )
Changes in:
                       
Trade and other receivables
    -       3,147       72,779  
Other current assets
    33,351       5,220       553,539  
Inventories
    -       -       (41,992 )
Other assets
    -       -       15,528  
Trade and other payables
    220,552       16,108       (376,832 )
Accounts payable, related parties
    (85,196 )     16,309       320,356  
Accrued liabilities
    6,317       (6,991 )     (572,776 )
Net cash used in operating activities
    (50,246 )     (25,733 )     (5,456,874 )
                         
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
    -       -       148,309  
Payments to contractors
    -       -       (6,822,905 )
Cash received in share exchange agreements
    -       -       137,157  
Payments on capital lease obligations
    (1,761 )     (1,705 )     (34,052 )
Proceeds from share issuances
    33,950       36,043       4,695,083  
Net cash provided by financing activities
    32,189       34,338       5,333,119  
                         
Net increase (decrease) in cash
    (18,057 )     8,605       (107,833 )
Effect of exchange rate changes
    1,166       1,590       109,466  
Cash, beginning of period
    39,919       47,913       21,395  
Cash, end of period
  $ 23,028     $ 58,108     $ 23,028  
                         
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
  $ -     $ 630,809     $ 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  

 
5

 

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 2013.
 
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, 2012.
 
Renewable Fuel conducts its Indonesian operations through its two wholly-owned Malaysian subsidiaries, Century Corp Sdn. Bhd. ("Century") and OptimisTeguhSdn. Bhd. ("Optimis").  Century and Optimis own two Indonesian entities, PT Plant Biofuel Indonesia ("PTPBI") and PT OptimisTeguh 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 $29.9 million as of December 31, 2012 and has not made any installment repayments beginning with the due date of December 1, 2010. The Company received a statement dated December 11, 2012 from the bank stating the outstanding payable for late installment payments was approximately $18 million. 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.
 
On January 30, 2013, the bank granted PBC an extension for full and final settlement on or before June 30, 2013. The bank may take action against PBC and may foreclose on the note as a consequence causing PBC to lose all its assets. 

 
6

 
 
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 are 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 SdnBhd, 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.

 
7

 
 
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, 2012 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 December 31, 2012, 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.

 
8

 
 
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 $3.6 million for the three months ended December 31, 2012, 2011 and from Inception October 1, 2006 to December 31, 2012, 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 glycerin 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:
 
   
December 31, 2012
   
December 31, 2011
 
   
Closing Rate
USD
   
Average Rate
USD
   
Closing Rate
USD
   
Average Rate
USD
 
RM
    0.3344       0.3319       0.3153       0.3147  
1,000 IDR
    0.1040       0.1044       0.1115       0.1119  

 
9

 
 
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 December 31, 2012. A description of the standards and an assessment of its impact on our financial reporting are noted below:

In October 2012, the Financial Accounting Standards Board issued ASU 2012-04: Technical Corrections and Improvements which this Update that will not have transition guidance will be effective upon issuance for both public entities and nonpublic entities. For public entities, the amendments that are subject to the transition guidance will be effective for fiscal periods beginning after December 15, 2012. For nonpublic entities, the amendments that are subject to the transition guidance will be effective for fiscal periods beginning after December 15, 2013.The amendments in this Update represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. Additionally, the amendments will make the Codification easier to understand and the fair value measurement guidance easier to apply by eliminating inconsistencies and providing needed clarifications.  This revised standard is not expected to have a material impact on the consolidated financial statements.

In August 2012, the Financial Accounting Standards Board issued ASU 2012-03: Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22. This revised standard is not expected to have a material impact on the consolidated financial statements.

In July 2012, the Financial Accounting Standards Board issued ASU 2012-02: Intangibles: Goodwill and Other: Testing Indefinite-Lived Intangible Assets for Impairment (Topic 350) which effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. This Update are intended to reduce cost and complexity by providing an entity with the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should perform a quantitative impairment test. The amendments also enhance the consistency of impairment testing guidance among long-lived asset categories by permitting an entity to assess qualitative factors to determine whether it is necessary to calculate the asset’s fair value when testing an indefinite-lived intangible asset for impairment, which is equivalent to the impairment testing requirements for other long-lived assets.This update may impact the accounting for our PBC plant in the future.

In December 2011, the Financial Accounting Standards Board issued ASU 2011-12: Comprehensive Income: Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (Topic 220) which effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 for public entities. Entities are required to present reclassification adjustments and the effect of those reclassification adjustments on the face of the financial statements where net income is presented, by component of net income, and on the face of the financial statements where other comprehensive income is presented, by component of other comprehensive income. This Update was to help financial statements users better understand the causes of an entity’s change in financial position and result of operations.  This revised standard is not expected to result in a material change to the consolidated financial statements as the Company has effectively implemented the reporting and disclosure requirements of the standard.

 
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In December 2011, the Financial Accounting Standards Board issued ASU 2011-11: Balance Sheet: Disclosure about Offsetting Assets and Liabilities (Topic 210) which entities is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosure required by those amendments retrospectively for all comparative periods presented. The amendments in this Update require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. This Update will provides information that enable users of an entity’s financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position, including the effect or potential effect of rights of setoff associated with certain financial instruments and derivative instruments.  This standard may impact future business transaction accounting and disclosures particularly if the Company enters financial transactions regarding its renewable fuel products.

In December 2011, the Financial Accounting Standards Board issued ASU 2011-10: Property, Plant, and Equipment: Derecognition of in Substance Real Estate-a Scope Clarification (Topic 360) which effective for fiscal years and interim period within those years, beginning on or after June 15, 2012 for public entities. Early adoption permitted. The amendments in this Update affect entities that cease to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt. This Update may impact the accounting for our PBC plant and related term loan.

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 $65.8 million from October 1, 2006 (inception) through December 31, 2012, has net negative equity of $5.6 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.

On January 30, 2013, the bank granted PBC an extension for full and final settlement on or before June 30, 2013. The bank may take action against PBC and may foreclose on the note as a consequence causing PBC to lose all its 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 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 2013. 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 early 2013, 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.

 
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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 DakapCapaianSdn. 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 4PROPERTY, PLANT AND EQUIPMENT, NET

Property and equipment, net consisted of the following at:

   
December 31,
2012
   
September 30,
2012
 
Buildings and improvements
  $ 31,604     $ 31,132  
Furniture and equipment
    29,453       29,025  
Computer equipment
    22,402       22,150  
Vehicles
    68,339       67,320  
Total
    151,798       149,627  
Less - accumulated depreciation
    (113,437 )     (106,448 )
Property and equipment, net
  $ 38,361     $ 43,179  

Plants in progress consisted of the following at:

   
December 31,
2012
   
September 30,
2012
 
PBC plant and leasehold interest in land
  $ 46,849,968     $ 46,151,378  
Century/PTPBI plant and leasehold interest in land
    17,758,538       17,502,015  
Optimis/PTOTI plant
    13,458,388       13,257,707  
Total
    78,066,894       76,911,100  
Less - accumulated impairment losses
    (52,280,571 )     (51,509,233 )
Plants in progress, net
  $ 25,786,323     $ 25,401,867  

 
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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 5TERM 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.

On January 30, 2013, the bank granted PBCan extension for full and final settlement on or before June 30, 2013. The bank may take action against PBC, and may foreclose on the note as a consequence and PBC could lose all its 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 with all the players in the industry and to find a solution that will cure the default and facilitate PBC in getting the plant operational by either advancing funds or subordinating its debt.

Debt consisted of the following as of:
 
   
December 31,
   
September 30,
 
   
2012
   
2012
 
Term loan maturing November 7, 2014, payable in monthly installments of $35,000 beginning December 1, 2010, bearing interest at 8.3% as of December 31, 2012.
  $ 1,694,217     $ 1,634,239  
Term loan maturing November 7, 2014, payable in monthly installments of $587,000 beginning January 1, 2011, bearing interest at 8.3% as of December 31, 2012.
      28,191,705         27,189,182  
Total term loans in default, current
  $ 29,885,922     $ 28,823,421  

 
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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 December 31, 2012. As of December 31, 2012, the term loan payable in default amounted to $19,953,058.

In January 2012, the bank advanced a total of $154,103 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 $0.6 million and $0.5 million during the three months ended December 31, 2012 and 2011, respectively.

NOTE 6—STOCKHOLDERS' EQUITY

Common Stock

From October 1, 2011 through September 30, 2012, the Company issued 491,740 shares of its restricted common stock to individuals at $1.00 per share for consideration totaling $491,740.

During the three months ended December 31, 2012 the Company issued 33,950 shares of its restricted common stock to individuals at $1.00 per share for cash 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  
Threemonths ended December 31, 2012
    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 December 31, 2012 and the period from October 1, 2006 (Inception) through December 31, 2012:

   
December 31,
2012
   
Inception to December 31,
2012
 
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 termin years
    5       5  
Weighted average fair value of common stock
  $ 1.00     $ 0.19  

 
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Compensation expense recognized in the accompanying consolidated statement of operations related to the Employee Options and CEO Options for the three months ended December 31, 2012 and 2011and for the period from October 1, 2006 (inception) through December 31, 2012, were approximately $1,900, $2,000 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, 2012
    14,823,120       0.21  
  Granted
    1,696       1.00  
  Forfeited
    -       -  
  Exercised
    -       -  
Options exercisable – December 31, 2012
    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 December 31, 2012:

           
Weighted-Average
         
Weighted-Average
 
Exercise
   
Options
   
Remaining
   
Options
   
Remaining
 
Price
   
Outstanding
   
Contractual Life
   
Exercisable
   
Contractual Life
 
$ 0.07       6,045,400       8.7       6,045,400       8.7  
$ 0.10       6,850,000       8.0       6,850,000       8.0  
$ 1.00       1,929,416       9.1       1,929,416       9.1  
$ 0.20       14,824,816       8.4       14,824,816       8.4  
 
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 termin years
    2.5  

 
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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 publicly 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 December 31, 2012, the fair value of the derivative liability was valued at $226,132, which resulted in other income of $6,170 for the three months ended December 31, 2012.

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 7RELATED 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 $26,169 and $25,779 from Plant & Offshore Technology Sdn. Bhd., an indirect subsidiary of Plant Offshore Group Limited (“POGL”), are included in accounts payable, related parties at December 31, 2012 and September 30, 2012, respectively.

 
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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 $72,678 and $71,594 are included in accounts payable, related parties at December 31, 2012 and September 30, 2012, respectively.

Accounts payable, related party in the Company's accompanying balance sheet includes $457,891 and $538,966 of amounts payable to directors or shareholders of the Company’s subsidiary companies as of December 31, 2012 and September 30, 2012, respectively.

Amounts payable to other related parties were $0 and $1,099 as of December 31, 2012 and September 30, 2012, respectively.

On February 2, 2010 the Company entered into a share exchange agreement with DakapCapaianSdn. 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 December 31, 2012, the Company has accounts receivable totaling $12,279 from DakapCapaianSdn. 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:

   
Three months ended
   
Three months ended
 
   
December 31,
   
December 31,
 
   
2012
   
2011
 
Loss before income taxes:
           
Malaysia
  $ (685,419 )   $ (581,314 )
Indonesia
    (15,050 )     31,010  
Corporate  (a)
    (147,462 )     (46,307 )
    $ (847,931 )   $ (596,611 )
 
   
As of
   
As of
 
   
December 31,
2012
   
September 30,
2012
 
Assets:
               
Malaysia
  $ 25,843,241     $ 25,528,484  
Indonesia
    12,278       14,824  
Corporate (b)
    62,393       43,956  
    $ 25,917,912     $ 25,587,264  
___________
(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.

 
17

 
 
NOTE 9COMMITMENTS AND CONTINGENCIES

On January 18, 2007 PBC entered into an agreement with Oil-Line Engineering & Associates SdnBhd ("OLEA"), a subsidiary of Oilcorp, whereby OLEA would provide engineering, procurement and construction management of a 60 MGA, CPO feedstock biodiesel facility in Malaysia. The contract price indicated a cost of approximately $38 million.  At December 31, 2012 construction on the Kuantan plant was substantially complete.

On March 6, 2007 Optimis entered into an agreement with OLEA, whereby OLEA would provide engineering, procurement and construction management of a 60 MGA, CPO feedstock biodiesel facility in Indonesia. The contract price indicated a cost of approximately $38 million.  On August 5, 2008 the Company entered into a Supplement Agreement with OLEA to expand the capabilities of the subject plant to accept multiple types of feedstock.  The adjusted contract indicates a cost of approximately $66 million.

On December 12, 2008 Century entered into an agreement with Plant & Offshore Technology SdnBhd, an indirect subsidiary of POGL, whereby POGL would provide engineering, procurement and construction management of a 60 MGA, multi-feedstock biodiesel facility in Indonesia.  The contract price indicates a cost of approximately $67 million.On August 23, 2011 the contract has been terminated due to the contract period has expired.

As of December 31, 2012, 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.
 
 
18

 
 
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 three months ended December 31, 2012 and 201.  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, 2012.
 
 
19

 

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 December 31, 2012 and September 30, 2012 and for the three months ended December 31, 2012 and 2011. 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 December 31, 2012 compared to December 31, 2011

During the three months ended December 31, 2012, we reported $0 revenue, and a net loss attributable to common shareholders of approximately $0.5 million or $0.002 per share, compared to revenue of $110,000 mainly from the recognition of consultation services provided, and a net loss attributable to common shareholders of approximately $0.9 million or $0.005 per share for the  three months ended December 31, 2011. Total costs of sales was approximately $40,000 and $7,000, operating expenses of approximately $200,000 and $219,000 of which approximately $70,000 and $84,000 related to payroll and share based compensation related expense and $53,000 and $80,000 related to legal and professional fees with the remaining operating expenses incurred during the period were approximately $77,000 and $49,000 during the three months ended December 31, 2012 and 2011 respectively.
 
The $14,600 reduction in payroll and share based compensation related expense is the result of $14,500 in savings associated with a reduction of employee head count as well as a reduction in the CEO’s share based compensation related expense.
 
Legal and professional fees were reduced by approximately $27,000 as the use of consultants decreased.

During the three months ended December 31, 2012 and 2011, we  recognized a net loss attributable to non-controlling interest of approximately $349,564 and $296,470.

During the three months ended December 31, 2012 and 2011, we accrued dividends of approximately $0 and $0.6 million, respectively, associated with the preferred stock issued and outstanding. The reduction is a result of the conversion of the preferred stock to common stock.
 
 
20

 

Operating Comparison for the three months ended:
 
   
December 31, 2012
   
December 31, 2011
   
Difference
   
%
Change
 
                                 
Revenue
 
 $
-
   
 $
110,162
   
 $
  (110,162
   
(100.0
Cost of sales
   
39,640
     
6,767
     
32,873
     
  485.8
 
Payroll
   
69,672
     
84,339
     
(14,667
)
   
(17.4
)
Legal & professional
   
52,762
     
80,068
     
(27,306
)
   
(34.1
)
Other operating expenses
   
77,577
     
54,592
     
22,985
     
42.1
 
Other expenses
   
(608,280
)
   
(481,007
)
   
(127,273
)
   
26.5
 
Net loss attributable to non-controlling interest
   
(349,564
)
   
(296,470
   
(53,094
)
   
17.9
 
Dividends on preferred stock
   
-
     
630,809
     
(630,809
   
(100.0
                                 
Net loss available to common stockholder
 
$
(498,367
 
$
(930,950
 
$
432,583
     
(46.5
)

Liquidity and Capital Resources
 
We have experienced cumulative losses of approximately $65.8 million from October 1, 2006 (inception), through December 31, 2012, and have net negative equity of approximately $5.6 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 December 31, 2012, we have raised our $63.6 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 $29.9 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.  On January 30, 2013, the Bank has granted us an extension for full and final settlement on or before June 30, 2013.
 
 
21

 
 
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 $622,000 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 January 16, 2013, we had $439 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 used in operating activities was approximately $50,000 for the three months ended December 31, 2012 compared to approximately $26,000 for the same period in 2011.   Net cash used in operating activities was approximately $5,457,000 for the period from inception (October 1, 2006), through the three months ended December 31, 2012.
 
Net cash provided by investing activities was approximately $16,000 for the period from inception (October 1, 2006) through the three months ended December 31, 2012.
  
Net cash provided by financing activities for the three months ended December 31, 2012 was approximately $32,000 compared to $34,000 for the same period in 2011, and $ 5,333,000 for the period from inception (October 1, 2006) through December 31, 2012. The majority of the net cash provided by financing activities is from the issuance of common shares.

Term Loans in Default
 
In October 2007, PBC entered into a $23,072,000 facilities agreement (the “Facilities”) with a bank, which provided available borrowings under two individual term loans totaling $19,728,000 and a revolving line with available credit of $3,344,000.  At December 31, 2012, and 2011, $3,344,000 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 $29,885,922 is outstanding under the Facilities at December 31, 2012 and $28,823,421 at September 30, 2012.
 
 
22

 
 
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, 2012 and 2011, 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, 2012 and 2011, the interest rate for the revolving line of credit was 8.3%.

In January 2012, the bank advanced a total of $154,103 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.
 
We have recognized approximately $0.6 million and $0.5 million in interest charges related to the term loans for the three months ended December 31, 2012 and 2011, respectively, all of which has been recorded as interest expense.  Accrued interest payable at December 31, 2012 and 2011 was approximately $9.9 million and $5.8 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. During 2012, we were served with a second reminder notice from the bank, which potentially puts us in default.
 
On January 30, 2013, the bank granted us an extension for full and final settlement on or before June 30, 2013. The Bank may take action against us, and may foreclose on the note as a consequence and we could lose all PBC assets.
 
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 2013. 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.
  
Convertible Preferred Stock
 
On September 24, 2008, we issued POGL 917,168 shares of Series A Convertible Preferred Stock (“Series A”).  The $9,171,680 purchase price for the Series A was paid by exchanging $9,171,680 of our trade payables due to POGL for these shares.  In addition, on August 23, 2011, we  issued POGL 100,710 shares of Series A. The $1,007,100 purchase price for the Series A was paid by exchanging $1,007,100 of our payables due to POGL for these shares. As of February 14, 2011, we issued POGL a total of 1,017,878 shares Series A. POGL is a vendor currently engaged by us to provide engineering and design services in connection with the on-going construction of a biodiesel plant in Indonesia.

Effective March 1, 2012, POGL converted their 1,017,878 shares of preferred stock and the entitled 8% cumulative accrued dividends into 11,965,875 shares of our common stock. The conversion is based on the price of $1.00 per common stock as per the preferred stock subscription agreement.
 
 
23

 

On July 20, 2009, we issued Oilcorp International Limited ("Oilcorp") 2,211,166 shares of our Series A Preferred Stock in exchange for $22,111,660 in trade payables due to Oilcorp.
 
On March 20, 2012, Oilcorp disposed off the preferred stock and its rights to Well Crown Investments Limited.  Then on March 31, 2012, Well Crown Investments Limited converted their 2,211,166 shares of preferred stock and the entitled 8% cumulative accrued dividends, into 26,890,203 shares of our 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.
  
Off-Balance Sheet Transactions
 
As of December 31, 2012 and September 30, 2012, 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 three months ended December 31, 2012, 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.
 
 
24

 

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.

During the period from October 1, 2012 through December 31, 2012, we sold 33,950 shares of common stock at $1.00 per share to an individual for gross proceeds of $33,950. In connection with this issuance, our CEO was granted 678 shares of common stock and options to acquire 1,696 shares of common stock.
 
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.
 
 
25

 
 
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
     
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.

 
26

 
 
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  
 
February 14, 2013
 
/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
 
February 14, 2013
             
/s/ Andy Teo Guan Joo
 
Andy Teo Guan Joo
 
Principal Financial Officer and Principal Accounting Officer
 
February 14, 2013

 
27

 
 
EXHIBIT INDEX
 
Exhibit No.
 
Document Description
     
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.

 
 
28