Andatee China Marine Fuel Svcs (OTC:AMCF)

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On March 23, 2016, the Board of Directors (the “Board”) of the Andatee China Marine Fuel Services Corporation (the “Company”) terminated employment of Sheng Jin, the Company’s Chief Financial Officer, effective immediately. The foregoing termination was not for cause or any disagreement with the Company.

Following termination of Mr. Jin’s employment, the Board appointed Ms. Xie Xiaohong as the Company’s Chief Financial Officer and Treasure effective immediately. In the past, Ms. Xie worked as an accountant at various companies in the City of Dalian, PRC. Ms. Xie holds a B.A. degree in Accounting from Beijing Finance and Trading Academy (1988). There is no arrangement or understanding between Ms. Xie and any other persons pursuant to which she was appointed as discussed above. Nor are there any family relationships between Ms. Xie and any executive officers and directors. Further, there are no transactions involving the Company which transaction would be reportable pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.

Item 1.01. Entry into a Material Definitive Agreement

The registrant hereby incorporates by reference the disclosure made in Item 3.02 below.

 Item 3.02. Unregistered Sale of Equity Securities

On February 29, 2016, the Board of Directors (the “Board”) of Andatee China Marine Fuel Services Corporation (the “Company”) approved terms of private investment with An Fengbin, the Chief Executive Officer and a Board member of the Company (the “Purchaser”), with respect to the sale of 10 million shares of the Company’s common stock at $0.03 per share (which represents average closing price of the Company’s common stock over the ten day period preceding February 29, 2016) for the total proceeds of $300,000. The effective date of such private investment was March 3, 2016. The investor in this private investment was an “accredited investor” (as defined in Regulation D under the Securities Act), and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(2) and Rule 506 under the Securities Act. There were no discounts or brokerage fees associated with this offering. All of the proceeds from this investment were used to fund the Company’s settlement payment with White Hat Media LLC (the “White Hat”) as set forth below.

On March 3, 2016, the Company and White Hat executed Settlement Agreement and Mutual Release (the “Settlement Agreement”). As previously disclosed in September 2015, the Company received a notice of default with respect to the $300,000 10% Secured Convertible Promissory Note dated as of February 23, 2015 by and between the Company and White Hat (the “Note”). Under the terms of the Settlement Agreement, the parties agreed to terminate all of the documents, agreements and interests arising out of the transactions relating to the Note in consideration of a one-time settlement payment by the Company in the amount of $300,000. In addition, the parties also executed mutual releases of their respective claims. The Company agreed to grant to White Hat “piggy-back” registration rights for the term of two years from the date of the execution of the Settlement Agreement that allows White Hat to include, subject to satisfaction of certain conditions, the 700,000 shares of the Company’s common stock used as collateral in connection with the securing of the Company’s obligations under the Note and 214,285 shares of the Company’s common stock issuable upon exercise of the February 23, 2015 common stock warrant, in the Company’s future registration statement(s), if any filed.

Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

On September 3, 2015, Andatee China Marine Fuel Services Corporation (the “Company”) received a notice of default with respect to the $300,000 10% Secured Convertible Promissory Note dated as of February 23, 2015 (the “Note”) by and between the Company and White Hat Media LLC (the “Noteholder”). Specifically, the Company was informed that the Company's failure to make payments on the Note constituted an event of default continuing for more than the cure periods under the Note. As a result, the Noteholder informed the Company that the Note, including the principal and interest thereon, was fully due and payable within five business days of the notice. In a separate notice to the escrow agent in connection with the execution of the Note, the Noteholder requested that the escrow agent take action to sell the collateral, consisting of 700,000 restricted shares of the Company’s common stock, securing the Company’s payment obligations under the Note pursuant to the terms of the Security Agreement by and between the parties.

The Company executed the foregoing Note in February 2015 in connection with certain Securities Purchase Agreement with the Noteholder, as amended to date, (together with any amendments, the “SPA”) with respect to the sale of its Notes and warrants to purchase shares of common stock of the Company (the “Warrants”). The closing on the Note took place on February 23, 2015. The 12-month Note bears initial interest rate of 10% per annum, which rate increases to 18% in the event of non-payment of principal or interest of the Note. Interest accrued on the Note was payable quarterly in arrears, in cash or in common stock of the Company at the option of the Noteholder, based upon the effective conversion price of such Notes on the interest payment due date. The Note may be converted into fully paid and non-assessable shares of the Company’s common stock at any time following the issuance based upon conversion price, which is equal to the lower of (i) 75% of the lowest daily WVAP of the Company’s common stock during the ten trading days prior to a conversion date or (ii) $1.40, subject to anti-dilution adjustments and limitations (the “Conversion Price”). The Conversion Price adjustments include, without limitation, events of (i) subdivision or combination of common stock, (ii) merger or consolidation, or (iii) dilutive issuance of additional shares of common stock, (as defined in the Note). The Company’s obligations under the Note are secured by security interest in its assets. In the event of default, the initial rate of interest on the Note will increase to 18% per annum, as discussed above, and the Note may be declared to be due and payable in full, with the Noteholder’s being able to avail itself of other remedies under the Note and other agreements executed in connection therewith. The Note contains other terms and provisions that are customary for instruments of this nature. The Company and the Noteholder also executed a certain Security Agreement pursuant to which the Noteholder holds a security interest securing the obligations under the Note and may exercise such rights to recoup payments under the Note. The Noteholder was also issued five-year Warrants to purchase, in the aggregate, 214,285 shares of common stock at an exercise price per share equal to the Conversion Price of the Note referenced above (the “Exercise Price”), subject to anti-dilution adjustments to the Exercise Price and number of warrant shares underlying the Warrants, including, without limitation, in the event of (i) subdivision or combination of common stock, (ii) issuance of additional shares of common stock, or (iii) fundamental transactions (as defined in the Warrant). The Company and the Noteholder also executed a certain Investor Rights Agreement pursuant to which the Company agreed to file a registration statement to register the resale of the shares of the Company common stock issuable upon conversion of the Notes and exercise of the Warrants, which filing has not taken place as of the date hereof. Noteholder was an “accredited investor” and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(2) and Rule 506 under the Securities Act. The Company also agreed to issue 100,000 shares of its common stock to the Noteholder as commitment fee. The Company granted the Noteholder the right to participate in up to 25% of the Company’s future offerings of its securities for two years following the execution of the Note. In addition, the Company pledged 700,000 shares of its common stock pursuant to the terms of the Stock Pledge Agreement as a continuing security interest in the pledged securities.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On August 26, 2015, the Board of Directors (the “Board”) of the Andatee China Marine Fuel Services Corporation (the “Company”) accepted resignation of Quan Zhang, the Company’s Chief Financial Officer. A copy of Mr. Zhang’s resignation notice is attached as Exhibit 99.1 to this Current Report.

On August 29, 2015, the Board appointed Mr. Sheng Jin as the Company’s Chief Financial Officer effective immediately. Mr. Jin has approximately 25 years of accounting experience. From 2013 to present, Mr. Jin headed accounting departments at Shanghai Juhua Industry Development Ltd. and Shanghai Debang Trading Co. Ltd. Prior to that, from 2007 to 2013, he presided over the accounting department at Juhua Holding Co., Ltd. Mr. Jin holds a Bachelor’s degree in Accounting from Hangzhou Institute of Electronic Engineering (1990). He also holds a PRC equivalent of a CPA license and is an adjunct professor at Zhejiang Industry and Business University in Zhejiang province, PRC.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On August 24, 2015, Andatee China Marine Fuel Services Corporation (the “Company”) received a delisting notification (the “Delisting Notice”) from Nasdaq Listing Qualifications (“Staff”). The Delisting Notice advised the Company that, following the Company’s inability to regain compliance with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) pertaining to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31 and June 30, 2015, respectively, the Company’s securities were subject to delisting from the Nasdaq Stock Market (the “Nasdaq”). The Delisting Notice further noted that, unless the Company requested an appeal of this delisting determination, trading of the Company’s common stock on the Nasdaq will be suspended at the opening of business September 2, 2015, and a Form 25-NSE would be filed with the SEC removing the Company’s securities from listing and registration on the Nasdaq.

Under the Nasdaq Listing Rules, the Company may appeal the Staff’s delisting determination at an oral hearing before a Nasdaq Listing Qualifications Panel. Having considered various factors, the Company’s Board of Directors determined not to appeal the Staff’s delisting determination. The Company notified the Staff of this determination, and the Staff informed the Company that it would work with the Company to facilitate orderly transition of the Company’s securities from Nasdaq to be quoted in the Pink Sheets, under the same trading symbol, which transition is expected to take place on or about at the open of business on September 2, 2015.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 
On June 10, 2015, Andatee China Marine Fuel Services Corporation (the “Company”) received a notification from the Nasdaq Stock Market (“Nasdaq”) notifying the Company that for the past 30 consecutive business days, the bid price for the Company’s common stock has closed below the minimum $1.00 per share continued listing requirement set forth in Nasdaq Listing Rule 5550(a)(2). Consistent with the Nasdaq rules, the Company has been granted a 180 calendar day (or until December 7, 2015) grace period to regain compliance with the foregoing continued listing deficiency. If at any time during the grace period, the Company’s common stock closes at least $1.00 per share for a minimum of 10 consecutive business days, the Company will regain its compliance with the minimum bid price deficiency. If and to the extent that the Company does not regain compliance with the foregoing continued listing deficiency, its securities will be subject to delisting. Until the Company is in compliance with the closing bid price rule, an indicator will be displayed with the quotation information related to the Company’s securities on NASDAQ.com and NASDAQTrader.com. The foregoing description of the Nasdaq notification is qualified in its entirety by the text of such notification a copy of which is filed as exhibit to this filing.

Item 3.02. Unregistered Sale of Equity Securities.

 On June 10, 2015, of Andatee China Marine Fuel Services Corporation (the “Company”) entered into a certain subscription agreement (the “Subscription Agreements”) with An Fengbin (the “Purchaser”), with respect to the sale of shares of 181,818 of its common stock (the “Common Stock”) at $0.55 per share (representing the closing price of the Company’s securities on June 4, 2015) for proceeds of $100,000. The Purchaser is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act ), and the Company sold the securities in these offerings in reliance upon an exemption from registration contained in Section 4(2) and Rule 506 under the Securities Act. There were no discounts or brokerage fees associated with this offering. The proceeds of this offering will be used for general corporate and working capital purposes. A copy of the Subscription Agreement is filed as Exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

DALIAN, China, June 16, 2015 (GLOBE NEWSWIRE) -- Andatee China Marine Fuel Services Corporation (AMCF) (the "Company"), announced that on June 10, 2015, the Company received a notification from the Nasdaq Stock Market ("Nasdaq") notifying the Company was not in compliance with the minimum $1.00 per share continued listing requirement set forth in Nasdaq Listing Rule 5550(a)(2) because for the period from April 28, 2015 to June 9, 2015, the bid price for the Company's common stock has closed below the minimum $1.00 per share. Consistent with the Nasdaq rules, the Company has been granted a 180 calendar day (or until December 7, 2015) grace period to regain compliance with the foregoing continued listing deficiency. If at any time during the grace period, the Company's common stock closes at least $1.00 per share for a minimum of 10 consecutive business days, the Company will regain its compliance with the minimum bid price deficiency. If and to the extent that the Company does not regain compliance with the foregoing continued listing deficiency, its securities will be subject to delisting. Until the Company is in compliance with the closing bid price rule, an indicator will be displayed with the quotation information related to the Company's securities on NASDAQ.com and NASDAQTrader.com.

Item 1.01. Entry into a Material Definitive Agreement

The registrant hereby incorporates by reference the disclosure made in Item 3.02 below.

Item 3.02. Unregistered Sale of Equity Securities.

On June 10, 2015, of Andatee China Marine Fuel Services Corporation (the “Company”) entered into a certain subscription agreement (the “Subscription Agreements”) with An Fengbin (the “Purchaser”), with respect to the sale of shares of 181,818 of its common stock (the “Common Stock”) at $0.55 per share (representing the closing price of the Company’s securities on June 4, 2015) for proceeds of $100,000. The Purchaser is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act ), and the Company sold the securities in these offerings in reliance upon an exemption from registration contained in Section 4(2) and Rule 506 under the Securities Act. There were no discounts or brokerage fees associated with this offering. The proceeds of this offering will be used for general corporate and working capital purposes. A copy of the Subscription Agreement is filed as Exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On June 5, 2015, the Board of Directors (the “Board”) of the Company appointed An Fengbin to serve on the Board in the capacity of the Chairman of the Board.

From May 2004 to December 2013, Mr. An has served as the Company’s Chairman, President and Chief Executive Officer. From 1985 to 1996, Mr. An worked in the Credit and Loan Department of China Agricultural Bank where he held the title of Deputy Director of Corporate Department, following which engagement, he joined Dalian Zhenyuan Oil Blending Co., Ltd. as a General Manager in 1996 and remained until May 2000. In September 2001, he established a joint venture with Sinopec Corp. (China Petroleum & Chemical Corporation) and founded Xingyuan. Mr. An graduated from Dongbei Finance and Economics University in September 2003 with a degree in Economic Management degree.

There is no arrangement or understanding between Mr. An and any other persons pursuant to which he was appointed as discussed above. Nor are there any family relationships between Mr. An and any executive officers and directors. Further, there are no transactions involving the Company and such persons which transaction would be reportable pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.

Following the foregoing appointments, the Board consists of 5 members: Wang Hao, Zhenyu Wu, Wen Jiang, Yudong Hou and An Fengbin, all (except for Wang Hao and An Fengbin) are “independent” Board members.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 
On May 22, 2015, Andatee China Marine Fuel Services Corporation (the “Company”) received a notification from the Nasdaq Stock Market (“Nasdaq”) informing the Company that since it had not filed its Quarterly Report on Form 10-Q for the fiscal year ended March 31, 2015, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1). The Company must submit a plan of compliance with the foregoing listing deficiency by no later than June 5, 2015. If its plan is approved by the Nasdaq staff, the Company may be eligible for a listing exception of up to 180 calendar days (or until September 28, 2015) to regain compliance. If the Nasdaq staff concludes that the Company will not be able to cure the deficiency, or if the Company determines not to submit the required materials or make the required representations, the Company's common stock will be subject to delisting by Nasdaq. The foregoing description of the Nasdaq notification is qualified in its entirety by the text of such notification a copy of which is filed as exhibit to this filing.

DALIAN, China, May 12, 2015 (GLOBE NEWSWIRE) -- Andatee China Marine Fuel Services Corporation (Nasdaq:AMCF) (the "Company"), today announced that the previously scheduled NASDAQ listing hearing was cancelled (mooted) following the Company's payment of the outstanding NASDAQ fees. As previously disclosed in the Company's public filings, on April 21, 2015, the Company received a continued listing deficiency notification from the NASDAQ Stock Market ("NASDAQ") relating to the Company's non-payment of certain NASDAQ listing fees. Following the receipt of the foregoing notification, the Company (i) requested a hearing before NASDAQ Listing Qualifications Panel (which request was granted with May 28, 2015 as the hearing date set by the NASDAQ Listing Qualifications Hearings (the "NASDAQ Hearings")), and (ii) remitted all outstanding NASDAQ fees. On May 6, 2015, following the Company's payment of the outstanding NASDAQ fees, the Company received a letter from NASDAQ Office of General Counsel indicating the NASDAQ Hearing has been cancelled (mooted) and that the Company's stock will continue to be listed and trade on The NASDAQ Stock Market. The Company remains out of compliance with NASDAQ continued listing requirements as a result of its failure to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Operational Updates and PetroChem Letter of Intent

On April 28, 2015, the executive management of the Company informed the Board of Directors of the Company (the "Board") that commencing in January 2015 the Company was forced to substantially curtail and eventually to cease its oil blending/reselling business operations. The cessation of the oil blending/reselling operations resulted from adverse market conditions in the petroleum products markets in China that caused the Company to operate at negative margins, thus rendering this line of business unprofitable in the short term. It is currently unclear when and whether market conditions will stabilize and when and whether the Company will reinitiate its oil blending/reselling business operations. The Company has commenced efforts to diversify into new lines of business to offset the loss of oil blending/reselling revenue. There is no assurance that such efforts will be successful; or that the Company will remain economically viable in the future. The shift in the profitability of the Company's oil blending/reselling business operations was exacerbated by a significant change in the commercial credit environment in China during the same period. Generally, commercial loan arrangements in China have a one year term, which, in turn, requires frequent renegotiations of credit with lenders. Following a substantial tightening of credit in China, the Company's experienced difficulty in renegotiating its commercial loan facilities, which matured in March of 2015, leaving the Company without the adequate liquidity to operate its business. The Company also has been seeking alternative sources of financing. The Company can provide no assurance that it will be successful in its efforts to obtain debt facilities adequate to fund the Company's operations; or that, if and to the extent any new debt facilities become available to the Company that they will be on the terms favorable to the Company. It is the Company's expectation that its first fiscal quarter of 2015 revenues will be materially adversely affected by the foregoing business and operational developments.

On April 29, 2015, the Company entered into a non-binding letter of intent with Three Pillars PetroChem ("TPP"). TPP, on behalf of the Company, will identify and negotiate business development opportunities investments in energy assets globally. TPP will identify suppliers for energy products and the related trade funding solutions to facilitate the procurement of such energy products that feed into the Company's existing sales and distribution channels. Mr. Wang Hao, Chairman and Chief Executive Officer of the Company, stated: "We are looking forward to working with TPP. We understand that TPP brings industry expertise and relationships to complement the Company's current plan to expand by means of sourcing products upstream in the value chain. The Company believes that partnering with TPP will advance the Company's plan to fully leverage its sales network."

Completion of the 2014 Audit and Annual Report on Form 10-K Filing Updates

Finally, the Company provides an update to the previously disclosed expected timeline for the completion of the 2014 audit and filing of the 2014 Annual Report. The Company and its independent auditors have reassessed the previously announced timeline and, while they are working diligently to finish the 2014 audit and file the Annual Report as soon as possible, they determined that at this time the timing of the completion of the audit and 10-K filing cannot be stated with certainty.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On April 21, 2015, Andatee China Marine Fuel Services Corporation (the “Company”) received a staff determination from the Nasdaq Stock Market (“Nasdaq”) informing the Company that since it had not paid certain fees required by Listing Rule 5250(f), the Company will be delisted unless it appeals the staff determination (the “Staff Determination”) in accordance with Nasdaq Listing Rules. Specifically, to appeal the Staff Determination to delist the Company’s securities, the Company must submit a hearing request, along with a $10,000 hearing fee, to the Nasdaq Hearings Department by no later than the close of business on April 28, 2015. As of the date hereof, the Company has remitted all outstanding fees. The foregoing description of the Nasdaq notification is qualified in its entirety by the text of such notification a copy of which is filed as exhibit to this filing.

The Company intends to appeal the Staff Determination in accordance with the Nasdaq Listing Rules by requesting an oral hearing before a Hearings Panel (the “Panel”). A hearing request will stay the suspension of the Company’s securities. The time and place of such hearing will be determined by the Panel. There can be no assurance that the Panel will grant the Company’s request for continued listing. If the Panel does not grant the relief sought by the Company, its securities will be delisted from Nasdaq in which event the Company would seek to cause them be quoted in over the counter markets, which may result in a substantially less liquid market for the securities.

Item 1.01. Entry into a Material Definitive Agreement.

On April 16, 2015, Andatee China Marine Fuel Services Corporation (the “Company”) entered into a certain Share Exchange Agreement with Web Hosting Services Corporation, a Nevada corporation (“WHSC”) (the “Share Exchange Agreement”). Under the terms of the Share Exchange Agreement, the Company issued 500,000 restricted shares of its common stock in exchange for 200,000 shares of common stock WHSC, or 16.67% of the fully diluted equity of WHSC after issuance. WHSC is entitled to certain one-time demand and piggy-back (for the duration of 24 months following the execution of the Share Exchange Agreement) registration rights with respect to the resale of the Company shares issued in connection with this transaction. The Company agreed to bear registration expenses, subject to limitations. The Share Exchange Agreement includes representations, warranties, affirmative and restrictive covenants and other provisions customary for agreements of this nature. In connection with the Share Exchange Agreement, the Company, WHEC and Janet Gorman entered into a certain Board Observer and Indemnification Agreement also dated as of April 16, 2015 (the “Observer Agreement”) for the purposes of appointing a nonvoting observer to the Company’s Board of Directors (the “Observer”). Under the terms of the Observer Agreement, the Observer will be invited to attend meetings of the Company’s Board of Directors (the “Board”), in a nonvoting observer capacity, subject to confidentiality and non-disclosure restrictions. The Observer will not be deemed a member of the Board and therefore will not have the right to vote on any matter under consideration by the Board or otherwise have any power to cause the Company to take, or not to take, any action. The Observer will be entitled to contractual indemnity protections under the terms of the Observer Agreement.

In addition to the foregoing, the Company entered into 6-month consulting agreements with each Iron Grid LLC and Link2Earn LLC to, among other things, assist the Company to manage and offer guidance on the web hosting business. In consideration for entering into such consulting agreements, the Company issued 66,667 and 33,333 shares of the restricted shares of the Company’s common stock, to Iron Grid LLC and Link2Earn, respectively.

All parties in the foregoing transactions were “accredited investors” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)), and the Company issued and sold its securities in such transactions in reliance upon an exemption from registration contained in Section 4(2) and Rule 506 under the Securities Act. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Except as described below, there are no discounts or brokerage fees associated with the foregoing transactions. The Company issued 60,000 restricted shares of its common stock to Burnham Securities, Inc., as consideration for Burnham’s exclusive placement agent services in connection with the foregoing investment in WHSC.

The foregoing description of the Share Exchange Agreement, the Observer Agreement and the Consulting Agreements and other agreements and instruments does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such instruments, which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. Such agreements and instruments contain representations and warranties by each of the parties thereto. These representations and warranties have been made solely for the benefit of the other parties to such agreements and instruments and:

 · should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
 · may have been qualified in such agreements and instruments by disclosures that were made to the other party in connection with the negotiation of such agreements and instruments;
 · may apply contract standards of "materiality" that are different from "materiality" under the applicable securities laws; and
 · were made only as of the date of such agreements and instruments or such other date or dates as may be specified in such agreements and instruments.

DALIAN, China, April 10, 2015 (GLOBE NEWSWIRE) -- Andatee China Marine Fuel Services Corporation (Nasdaq:AMCF), a producer, distributor, and retailer of quality marine fuel for small cargo and fishing vessels in China (the "Company"), today announced that the Company received a notification from the NASDAQ Stock Market ("NASDAQ") informing the Company that since it had not filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2014, the Company was not in compliance with NASDAQ Listing Rule 5250(c)(1). The NASDAQ notification letter does not result in the immediate delisting of the Company's common stock, and the stock will continue to trade uninterrupted under its current trading symbol.

The Company must submit a plan of compliance with the foregoing listing deficiency by no later than June 5, 2015. If its plan is approved by the NASDAQ staff, the Company may be eligible for a listing exception of up to 180 calendar days (or until September 28, 2015) to regain compliance. If the NASDAQ staff concludes that the Company will not be able to cure the deficiency, or if the Company determines not to submit the required materials or make the required representations, the Company's common stock will be subject to delisting by NASDAQ.

As the Company disclosed in its Current Report on Form 8-K filed March 31, 2015, the Company expects the completion of the 2014 audit and filing of the 2014 Annual Report by no later than April 30, 2015.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 4.01 Changes in Registrant’s Certifying Accountant

On March 30, 2015, the Audit Committee (the “Audit Committee”) of the Board of Directors of Andatee China Marine Fuel Services Corporation (the “Company”) terminated the engagement of Friedman LLP (“Friedman”), the Company’s independent registered public accounting firm, effective immediately.

Friedman reported on the Company’s financial statements for the years ended December 31, 2013 and 2012, respectively. The Friedman reports on the Company’s financial statements as of December 31, 2013 and 2012, respectively, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company's the fiscal years ended December 31, 2013 and 2012, respectively, and the interim period through the effective date of Friedman’s termination, (i) there were no disagreements with Friedman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Friedman’s satisfaction, would have caused Friedman to make reference to the subject matter of such disagreements in its reports on the Company’s consolidated financial statements for such year, and (ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. The Company has provided Friedman with a copy of the foregoing disclosures to Friedman and requested that Friedman furnish a letter to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

On March 30, 2015, the Audit Committee engaged the services of KCCW Accountancy Corp. (“KCCW”) as the Company’s new independent registered public accounting firm to audit the Company’s balance sheet as of December 31, 2014, and the related statements of operations and comprehensive income, changes in equity, and cash flows for the year then ended. KCCW will also perform a review of the Company’s unaudited quarterly financial information as of and for the quarters ending March 31, June 30 and September 30, 2015, respectively. During each of the Company’s two most recent fiscal years and through the date of this report, (a) the Company has not engaged KCCW as either the principal accountant to audit the Company’s financial statements, or as an independent accountant to audit a significant subsidiary of the Company and on whom the principal accountant is expected to express reliance in its report; and (b) the Company or someone on its behalf did not consult KCCW with respect to (i) either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any other matter that was either the subject of a disagreement or a reportable event as set forth in Items 304(a)(1)(iv) and (v) of Regulation S-K.

Due to the foregoing change, the completion of the audit of the Company’s 2014 financial statements and filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the “2014 Annual Report”) will be delayed and the Company anticipates that it will be unable to file the 2014 Annual Report by its filing due date of March 31, 2015. The Company expects the completion of the 2014 audit and filing of the 2014 Annual Report by no later than April 30, 2015.

• Net Revenues for Q3 2014 totaled $146.3 million, an increase of $84.7 million, or 137.6%, as compared to net revenues of $61.6 million for Q3 2013.
• Basic and fully diluted earnings per share were $0.01 vs. last years same quarter of $(0.06).

Our Chairman and Chief Executive Officer, Mr. Wang Hao commented that the Company will continue its efforts to strengthen its bottom line. He further noted that the Company's positive results these past two quarters were a function of the Company's executing its business plan. In early 2014, the Company augmented and refined its business plan whereby the Company allocated more of its resources to its wholesale fuel business and focused on increase sales volume with its distributor customers located in the provinces of Shanghai, Zhejiang and Shandong. Following these steps, the Company's revenues in Q3 2014 have increased significantly as compared to the same quarter in 2013. Year to date revenue at September 30, 2014 grew by 90.5% as compared to same nine month period in 2013, he concluded.

BEIJING, Sept. 9, 2014 (GLOBE NEWSWIRE) -- Andatee China Marine Fuel Service Corporation, (Nasdaq:AMCF) ("AMCF" or "the Company"), a leading independent operator engaged in the production, storage, distribution and trading of blended marine fuel oil for cargo and fishing vessels, as well as research and development of clean energy solution in China, today announced that its recently acquired subsidiary, Qingdao Grand New Energy Co., Ltd. ("Qingdao Grand"), a clean energy solutions provider, entered into a five-year Strategic Cooperation Framework Agreement with Think Way International Financial Leasing Co., Ltd. ("TWF") on September 3, which agreement contemplates facilities and equipment leasing and project financing by TWF to the Company in the amount of up to RMB2.5 billion (or approximately USD$400 million), for a period of time from September 3, 2014 to September 3, 2019. The parties agreed that terms and provisions of each specific project financing will be agreed upon and entered into by the parties in a definitive financing agreement at the time of such project. The purpose of this financing facility is to support the Company's new growth initiative into clean energy segment.

Think Way international Financial Leasing Company, a nonbank financial institution approved by the Ministry of Commerce, engages in the financing and leasing business throughout China. It maintains strong relationships with Shanghai Pudong Development Bank and other major Chinese banks.

Under the terms of the agreement, TWF will also provide financial advisory and other related services to Qingdao Grand. The agreement also calls for future cooperation between the parties in carbon credit trading.

Mr. Wang Hao, Chairman and CEO of AMCF, commented, "Energy Performance Contracting (EPC) is one of the key business models for us to enter the energy saving business. With no upfront cost from our customers, we build energy saving projects, which based AMCF's proprietary air compression and storage technology, and share long term energy savings revenue with our customers. This cooperation agreement with Think Way lays a solid foundation for AMCF's business model of combining Energy Performance Contracting (EPC) with financial leasing, and provides sufficient funding support for future large-scale projects."

BEIJING, Aug. 27, 2014 (GLOBE NEWSWIRE) -- Andatee China Marine Fuel Service Corporation (AMCF) ("AMCF" or "the Company"), a leading independent operator engaged in the production, storage, distribution, trading of blended marine fuel oil for cargo and fishing vessels, as well as research and development of clean energy solution in China, today announced that its recently acquired subsidiary, Qingdao Grand New Energy Co., Ltd. ("Qingdao Grand"), a clean energy solution provider, entered into an Energy Performance Contracting (EPC) agreement with Qinghai Sensheng Salt Mining Co., Ltd. ("Qinghai Sensheng"). Qingdao Grand will provide a complete set of pneumatic water-pump system, developed by Qingdao Grand based on its patented clean energy technologies, to help with Qinghai Sensheng's saline lake mine development. This is the first clean energy EPC project that AMCF signed since it acquired Qingdao Grand in May 2014.

The Qinghai Sensheng saline lake mining project is located in a remote area of Qinghai province in China. There is no power grid available in the mining area. The self-developed pneumatic water-pump system from Qingdao Grand utilizes available alternative energy resources, such as solar and wind energy to generate the compressed air which can be used to power mining equipment. This EPC project, which requires a total investment of approximately US $330,000, has an initial term of 10 years with an option to extend if the project goes well. The construction period of the project is around two months, and when complete, it will produce no less than 3 million cubic meters (approximately 792 million gallons) of extraction water every year. The Company expects the payback period of the project to be around 3 years. The pneumatic water-pump system has been demonstrated to be safe, clean, low consumption and zero emission during the operation. The project is expected to be an effective means for Qinghai Sensheng to improve the efficiency and cut the cost during the production.

Mr. Wang Hao, Chairman and CEO of AMCF, commented, "We are delighted to sign this 10-year contract with Qinghai Sensheng after our recent acquisition of Qingdao Grand. It is a significant milestone for us in the exploration and development of the clean energy application segment. The self-developed pneumatic water-pump system is centered around our proprietary air compression and storage technology. Our technology not only provides safe and clean energy solution with zero emission, but also allows our customers to cut operation costs as well as improve efficiency. We believe that our technology can be used in many areas, such as pneumatic oil-pump system, farmland irrigation system and distributed electricity power generation system." Mr. Wang concluded, "We hope this cooperation with Qinghai Sensheng is just the beginning of many more contracts of this nature with our potential clients. I also believe that the management's decision to expand into clean technology space will generate consistent and long-term benefits for our shareholders."

Second Quarter 2014 Financial Results

• Total sales in Q2 2014 increased by 131.67% to $175.5 million from $75.8 million in Q2 2013
• Earnings (losses) per share: Basic and Diluted was $0.28 vs. last year loss of $(0.01).

Mr. Wang Hao, Chairman and Chief Executive Officer of Andatee China Marine Fuel Services Corporation, commented, "We had a great quarter as we delivered strong top and bottom line results. We have recently shifted our strategy from retail sales of fuel oil to wholesale sales of fuel oil to large wholesalers located at extended geographic markets, such as in Shanghai and Zhejiang Province, resulting in a net income of $2.9 million. During the quarter, we also diversified our business line by acquiring Qingdao Grand New Energy Co., Ltd., a technology company which has proprietary clean energy technologies and solutions Going forward, we will continue to adjust our strategy to improve our financial performance and maintain sustainable growth in 2014 and beyond."

BEIJING, May 28, 2014 (GLOBE NEWSWIRE) -- Andatee China Marine Fuel Services Corporation (Nasdaq:AMCF) (or "the Company"), a leading independent operator engaged in the production, storage, distribution, trading of blended marine fuel oil for cargo and fishing vessels in China, today announced its wholly-owned subsidiary, Dalian Xifa Petrochemical Co., Ltd. (Xifa), on May 19, 2014 signed a definitive agreement to acquire Qingdao Grand New Energy Co., Ltd. (Qingdao Grand), a high-tech company providing clean energy solution.

Under the terms of the agreement, Xifa will acquire privately-held Qingdao Grand for RMB476, 800 in total consideration, payable in cash. The acquisition, which is expected to be completed in the second quarter of the Company's fiscal year 2014, is subject to the satisfaction of regulatory requirements and other customary closing conditions.

Founded in 2012, Qingdao Grand is a high-tech company engaging in R&D, production, sale and service of the air-driven products. Its products use compressed air as driving force, which can be used in irrigation, petroleum extraction, among other areas. Its primary line of business is Energy Performance Contracting.

"Green energy and energy saving technologies represent a major trend of the energy industry. Since developing green energy business is one of our long-term strategies, we anticipate this acquisition to facilitate our entry and establishment in the clean energy industry," commented Mr. Wang Hao, Chairman and CEO of AMCF. "We anticipate addition of Qingdao Grand's business to our current line will benefit our shareholders in the long run."

First Quarter 2014 Financial Results:

• Total sales in Q1 2014 decreased by 22% to $42 million from $53.6 million in Q1 2013
• (Loss) earnings per share: Basic and Diluted was $(0.33) vs. last years same quarterly earnings of $0.03

Mr. Wang Hao, Chairman and Chief Executive Officer of Andatee China Marine Fuel Services Corporation, commented, "The general slow-down of the Chinese economy, seasonality's impact on the fishing industry, as well as the global crude oil price fluctuation in the aggregate resulted in a decrease in our sales in Q1 2014 and caused a net loss of $3.42 million. Notwithstanding the foregoing, however, we intend to remain active in the efforts to increase our share of retail sales, acquire our own retail facilities, build retail points in strategic locations to capture a majority of active local markets and add more products to our current product line."

"Going forward, with the fishing industry back to normal production conditions and our strategic strength being built up, we intend to improve our performance and realize sustainable long-term growth in 2014 and beyond."

ANDATEE CHINA MARINE FUEL SERVICES CORPORATION. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Management Discussion and Analysis

Results of operations for the year ended December 31, 2013 and 2012

Revenue

For the year ended December 31, 2013, our revenue increased by $44.45 million, or 19.42%, from $228.8 million in 2012 to $273.3 million in 2013. The increase in revenue was affected by the following factors:

Increased quantity sold from 296,561 tons in 2012 to 387,369 tons in 2013, primarily driven by increased sales demand for the Company’s #1 and #4 blended fuel oils which have a relatively competitive market price targeting broad range of fishing boat customers.
 
In addition, we expanded our market coverage to more extended geographic areas, such as Shanghai, Zhejiang Province, which helped us to attract additional new customers. The increase in number of customers, also contributed to the increase in sales revenue in 2013 as compared to 2012. Total number of customers of increased about 15% from 169 customers in 2012 to 194 customers in 2013.

The average selling price for certain products increased in 2013, such as the average selling price of best-seller #4 fuel oil increased about 9.5% (from RMB 4,632 per ton in 2012 to RMB 5,072 per ton in 2013), average selling price for #3 fuel oil increased about 13.9% (from RMB 4,338 per ton in 2012 to RMB 4,943 per ton in 2013), and average selling price for marine fuels 120CST increased about 1.8% (from RMB 4,402 per ton in 2012 to RMB 4,480 per ton in 2013). The increase in selling price for these products led to the increase in sales revenue as well

On the other hand, certain factors (such as the general slow-down of the Chinese economy, seasonality impact on the fishing industry, as well as the global crude oil price fluctuation, etc.) also negatively impacted our sales trend.

For the year ended December 31, 2013, #1 marine fuel represented 23.8% of our sales, #2 marine fuel represented 10.5% of our sales, #3 marine fuel represented 9.4% of our sales, #4 marine fuel represented 37.5% of our sales, 180CST represented 2.9% of our sales and 120CST represented 15.9% of our sales.

For the year ended December 31, 2012, #1 marine fuel represented 8.9% of our sales, #2 marine fuel represented 9.4% of our sales, #3 marine fuel represented 8.7% of our sales, #4 marine fuel represented 66.8% of our sales, 180CST represented 4.6% of our sales and 120CST represented 1.6% of our sales.

The revenues we report are net of value-added taxes, or VAT, levied on our products. Currently, our products, all of which were sold in China, are subject to a VAT at a rate of 17% of the gross sales price or at a rate approved by the Chinese government. Pursuant to the Provisional Regulation of China on Value Added Tax and its implementing rules, all entities and individuals that are engaged in the sale of goods, the provision of processing, repairs and replacement services and the importation of goods in China are generally required to pay the VAT.

Net Income (loss) Attributable to the Company

Net loss attributable to the Company increased by $2.66 million, from a net income of $1.6 million for the year ended December 31, 2012 to net loss of $1.02 million for the year ended December 31 2013. The increase in net loss was mainly the result of increased general and administrative expense, goodwill impairment loss and increased income tax expense as discussed above.

DALIAN, China, Jan. 7, 2014 (GLOBE NEWSWIRE) -- Andatee China Marine Fuel Services Corporation (Nasdaq:AMCF), a leading independent operator engaged in the production, storage, distribution, trading of blended marine fuel oil for cargo and fishing vessels in China, today announced the following changes to the Company's executive management team, which took effect as of December 27, 2013:

• An Fengbin, the Company's Chief Executive Officer, determined to step down as the Company's CEO. Mr. An will continue his service as the Chairman of the Company's Board of Directors.
• Wang Hao was promoted and appointed as the Company's CEO. Prior to this appointment, he served as the Company's Chief Financial Officer.
• Quan Zhang was appointed as the Company's Interim CFO following Wang Hao's departure as the Company's CFO to lead the Company's as its new CEO. Prior to this appointment, Mr. Zhang served in the capacity of the Company's deputy CFO since January 2013.

"On behalf of the Board and management of the Company, I would like to thank Mr. An for his tireless efforts as the founder and CEO of the Company and all of his contributions during his tenure with Andatee, including, among many others, growing our customer base and revenue and increasing the stability of the platform," commented Mr. Wang Hao. "Mr. Wang has substantial experience and expertise in the areas of business management and operations. During his tenure as the Company's CFO he evidenced leadership, expertise and resourcefulness that were exemplary. I am very confident in his leadership and management abilities to achieve the Company's strategic objectives, under the guidance and with the assistance of our Board," commented Mr. An. "I will continue my duties as the Company's Chairman and intend to develop my time to formulate and articulate the Company's corporate development and strategic objectives to maximize the shareholder value going forward," he concluded.

Executive Management Changes

On and effective as of December 27, 2013, the Board of Directors (the “Board”) of Andatee China Marine Fuel Services Corporation (the “Company”) approved the following changes to the Company’s executive management:

(i) Following Wang Hao’s resignation as the Company’s Chief Financial Officer (CFO), which resignation was not for cause or for any disagreements with the Company, the Board appointed Mr. Quan Zhang, the Company’s deputy CFO, as the Company’s Interim CFO, effective immediately. Mr. Zhang has held the title of the Company’s deputy CFO since January 2013. From January 2012 to December 2012, he was Director of Commerce at the Fujia Group, a property and hotel management company. Prior to that engagement, from November 2006 to June 2011, Mr. Zhang was Finance Department Director at the Shide Group. Mr. Zhang studied at the Dongbei University of Finance and Economics, graduating with a degree in accounting in 2000. There is no arrangement or understanding between Mr. Zhang and any other persons pursuant to which he was appointed as discussed above. Nor are there any family relationships between him and any executive officers and directors. Further, there are no transactions involving the Company which transaction would be reportable pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act. In addition, the Board also approved the terms and provisions of Zhang’s base salary of RMB150,000 per annum, subject to review by the Board.

(ii) Following An Fengbin’s resignation as the Company’s Chief Executive Officer (CEO), which resignation was not for cause or for any disagreements with the Company, the Board promoted and appointed Wang Hao to the offices of the Company’s CEO, effective immediately. Mr. An will remain the Company’s Chairman of the Board. Mr. Wang Hao was appointed as the Company’s CFO in December 2012. From August 2007 to May 2010, he was Chief Financial Officer and Vice President of BoYuan Construction Group, Inc., a residential and commercial construction company in the PRC (BOY.TO). From May 2010 to December 2012, Mr. Wang was Chief Executive Officer of Business International Capital Limited, a financial consulting firm. There is no arrangement or understanding between Wang Hao and any other persons pursuant to which he was appointed as discussed above. Nor are there any family relationships between him and any executive officers and directors. Further, there are no transactions involving the Company which transaction would be reportable pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act. In addition, the Board also approved the terms and provisions of Wang Hao’s base salary of USD$150,000 per annum, subject to review by the Board for subsequent increases on an annual basis.

Third Quarter of 2013 Financial Results

• Revenue increased by $30 million, or 95%, from $31.5 million for the third quarter ended September 30, 2012 to $61.5 million for the third quarter ended September 30, 2013.
• Basic and diluted net earnings (loss) per share was a loss of $(0.06) vs. last years loss of $ (0.31).

"We are excited to report a strong quarter to our shareholders," commented Mr. Fengbin An, Chairman & CEO of Andatee Marine Fuel Services Corporation, "Our strong focus on wholesaler business as well as continuing effort to enhance our top line and bottom line growth are the main causes of our strong financial performance during the quarter. Recently, we are beginning to see some noticeable improvement in terms of shareholder confidence and interests. Going forward, the management will continue to strive to build our shareholder value by delivering solid financial performance," he concluded.

DALIAN, China, Oct. 17, 2013 (GLOBE NEWSWIRE) -- Andatee China Marine Fuel Services Corporation (Nasdaq:AMCF), a leading producer, distributor, and retailer of quality marine fuel for small cargo and fishing vessels in China (the "Company"), today announced that on October 15, 2013, NASDAQ notified the Company that it had regained compliance Rule 5550(a)(2), which requires a minimum bid price of $1.00 for continued listing on the NASDAQ Stock Market and that the matter was now closed.

An Fengbin, Andatee's Chairman and CEO, commenting on the announcement, stated that "Regaining compliance with NASDAQ's minimum bid price rule is a significant achievement for the Company. With this issue behind us, the Company's management will continue to pursue its objective of maximizing shareholder value and strengthening the Company's core business. We remain committed to improving all aspects of our operations, including expanding our supplier network for procuring raw material, expanding our blending capacity by building and acquiring additional facilities, and improving distribution", he concluded.

Second Quarter 2013 Financial Results

• Revenue in the second quarter of 2013 was $75.8 million, a 9.6% increase from the second quarter of 2012
• Gross profit increased 44% year over year to $3.9 million as compared to $2.7 million in the same period of 2012, while gross profit margin during the quarter improved 120 base points year over year to 5.2% from 4%
• Basic and diluted net earnings (loss) per share was $(0.01) vs last years earnings of $0.02.

"I am pleased to see the steady growth in our revenue as we have undertaken some initiatives, such as facilities investment and product line expansion, in a bid to provide our customers with easier access to Andatee's products and services," commented Mr. Fengbin An, Chairman & CEO of Andatee Marine Fuel Services Corporation, "During the quarter, we continued to expand our market coverage beyond our traditional Northern China region to more extended geographic areas, such as Shanghai and Zhejiang Province. Going forward, we will not only focus on attracting new customers to our current product offering, but also exploring various potential growth opportunities to enhance our growth rate as well as profit margin," he concluded.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 Transfer of Listing to the NASDAQ Capital Market

 On June 11, 2013, Andatee China Marine Fuel Services Corporation (the "Company") received notification from the NASDAQ Listing Qualifications Department of the NASDAQ Stock Market ("NASDAQ") that the Company’s application to list its common stock on The NASDAQ Capital Market has been approved, and that the Company's securities therefore will be transferred from The NASDAQ Global Market to The NASDAQ Capital Market at the opening of trading on The NASDAQ Capital Market on June 12, 2013. The NASDAQ Capital Market is a continuous trading market that operates in substantially the same manner as The NASDAQ Global Market. All companies whose securities are listed on The NASDAQ Capital Market must meet certain financial requirements and adhere to NASDAQ’s corporate governance standards. The Company's common stock will continue to trade under the symbol "AMCF".

 As previously announced, on December 11, 2012, the Company received two letters from NASDAQ notifying the Company that the bid price for the Company’s common stock had closed below the minimum $1.00 per share continued listing requirement, and the Company failed to maintain at least $5 million in the market value of publicly held shares. Under NASDAQ rules, the Company had 180 days, or until June 10, 2013, to regain compliance by maintaining a minimum closing bid price of at least $1.00 for at least ten consecutive business days. Since the Company was not able to regain compliance with the minimum bid price continued listing requirement by June 10, 2013, the Company voluntarily applied to transfer the listing of its common stock from the NASDAQ Global Market to The NASDAQ Capital Market.

 In connection with the transfer of the listing of the Company’s common stock to the NASDAQ Capital Market, the Company is granted an additional 180 days, or until December 9, 2013 (the "Compliance Date"), to regain compliance with the minimum bid price rule by maintaining a minimum closing bid price of at least $1.00 for ten consecutive business days.

 At the Company's 2013 Annual Meeting of stockholders, planned to be held on or about October 23, 2013, the Company intends to recommend for consideration and vote of the Company’s stockholders, among other things, a proposal to authorize an amendment to the Company's Certificate of Incorporation to effect a reverse stock split of the Company's issued and outstanding shares of common stock that may be implemented by the Company's Board of Directors (the “Board”) at its discretion at any time prior to the Compliance Date to cure the minimum bid price deficiency, if necessary. If this proposal is approved by the Company's stockholders, the Board could approve and implement a reverse stock split that could allow the closing bid price of the Company's common stock on NASDAQ to be at least $1.00 per share for at least 10 consecutive business days prior to the Compliance Date, which would allow the Company to maintain the listing of its common stock on the NASDAQ Capital Market. If at any time before the Compliance Date, the closing bid price of the Company's common stock is at least $1.00 per share for the requisite period, the Company will regain compliance and the effecting of a reverse stock split may not be necessary. If the Company cannot demonstrate compliance by the Compliance Date or the Company does not comply with the terms of the extension granted by NASDAQ, the Company's common stock may then be subject to delisting.

Notice of Delisting

On December 11, 2012, Andatee China Marine Fuel Services Corporation (the “Company”) received two letters from the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the past 30 consecutive business days, (i) the bid price for the Company’s common stock has closed below the minimum $1.00 per share continued listing requirement set forth in Nasdaq Listing Rule 5450(a)(1), and (ii) the Company failed to maintain at least $5 million in the Market Value of Publicly Held Shares (MVPHS) continued listing standard set forth in Nasdaq Listing Rule 5450(b)(1)(C).

Item 4.01 Changes in Registrant’s Certifying Accountant

Resignation of Daszkal Bolton LLP

On October 18, 2012, Andatee China Marine Fuel Services Corporation (the “Company”) received a notice from Daszkal Bolton LLP, the Company’s independent registered public accounting firm (“DB”) stating that, effective October 20, 2012, DB would cease its services as the Company’s independent auditors. DB cited “changes in the marketplace” for its inability to continue to provide services to the Company.

DB reported on the Company’s financial statements for the year ended December 31, 2011. The DB reports on the Company’s financial statements as of December 31, 2011 and for the fiscal year ended December 31, 2011 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company's the fiscal year ended December 31, 2011 and the interim period through the effective date of DB's resignation, (i) there were no disagreements with DB on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to DB’s satisfaction, would have caused DB to make reference to the subject matter of such disagreements in its reports on the Company’s consolidated financial statements for such year, and (ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided DB with a copy of the foregoing disclosures to DB and requested that DB furnish a letter to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

The Company is in the process of seeking to engage a replacement independent registered public accounting firm and will provide public disclosures when such engagement is completed.

On September 5, 2012, An Fengbin, Chief Executive Officer of Andatee China Marine Fuel Services Corporation, a Delaware corporation (the “Company”), delivered a written notice to the Special Committee of the Board of Directors of the Company (the “Special Committee”) stating that, effective immediately, he had withdrawn his previously submitted non-binding “going private” proposal to acquire all outstanding shares of the Company not already owned by him and his affiliates. He cited challenging market conditions and volatility as reasons for the withdrawal determination. The withdrawal of the “going private” proposal completes the task of the Special Committee of the Board. As previously disclosed, the Special Committee, consisting solely of independent directors, was established by the Board of Directors in November 2011, following the Board’s receipt of an indication of interest from Mr. An to negotiate the possible acquisition of all of the outstanding shares of the Company not already owned by him and his affiliates. Specifically, he proposed to negotiate the acquisition of all such outstanding shares at a price of $4.21 per share in cash, subject to financing and other conditions.

ANDATEE CHINA MARINE FUEL SERVICES CORPORATION.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

ANDATEE CHINA MARINE FUEL SERVICES CORPORATION.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these condensed consolidated financial statements.

10K filed on February 14, 2012

In the first half of fiscal 2011, fishing and logistics activities were depressed due to unfavorable weather and economic conditions, which resulted in decreased demand for our products as compared with the same period in fiscal 2010.

In the third quarter of fiscal 2011, we intensified our marketing efforts of 1# and 4# marine fuel products by finding more reliable distributors in Southern China, who could distribute 1# marine fuels products in greater quantities. As a result of these efforts, we were able to recover the losses sustained in the first half of the year.

In the fourth quarter of 2011, we experienced significant decreased demand due to the continued tightening of credit policies by the Chinese government in response to fear of the overall economic conditions..  The sales volume and gross margins decreased as compared with the same period in 2010.

Business Development and Outlook

Since our inception in 2001, we have taken several steps to increase investment in facilities and product line expansion in order to provide our customers with easier access to our products and services and to build a delivery network closer to target market. These steps include acquiring additional local companies and facilities, and development of new products, all aimed at meeting customer demands in various markets. Historically, we have funded these activities from our working capital.

We continue to ramp up expansion of our distribution network by expanding organically through the opening of new sales and marketing branches in new port locations, building new facilities improving our existing facilities, and signing sole supply agreements with long-term supply partners.

Furthermore, we are setting up market developing offices in large cities, such as Shanghai, Shenzhen, etc. to recruit capable local hands in a bid to establish effective network of information for providing solid foundations to pursue our acquisition-driven growth strategy in neighboring areas around the cities.

DALIAN, China, March 21, 2012 /PRNewswire-Asia/ -- Andatee China Marine Fuel Services Corporation (NASDAQ: AMCF)("Andatee" or "the Company"), a leading producer, distributor, and retailer of quality marine fuel for small cargo and fishing vessels in China, today announced that the Special Committee of its Board of Directors, consisting of two of the Company's independent directors, Mr. Francis N.S. Leong and Mr. Wen Jiang, has retained Duff & Phelps, LLC as its independent financial advisor.

The independent financial advisor will assist the Special Committee in evaluating the previously disclosed proposal from An Fengbin, Chief Executive Officer of the Company, to acquire all of the outstanding shares of Andatee that he does not already own. The Special Committee is continuing its evaluation of the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.

Morris James LLP serves as the Special Committee's legal counsel.

Notice to Investors

The tender offer for the outstanding shares of Andatee has not yet commenced. No statement in the press release is an offer to purchase or a solicitation of an offer to sell securities. At the time the tender offer is commenced, An Fengbin and his affiliates will file a tender offer statement on Schedule TO with the Securities and Exchange Commission, and Andatee will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Such materials will be made available to Andatee's stockholders at no expense to them. In addition, such materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC's Web site: www.sec.gov

INVESTORS AND SECURITIES HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

DALIAN, China, Nov. 23, 2011 /PRNewswire-Asia/ -- Andatee China Marine Fuel Services Corporation (NASDAQ: AMCF) ("Andatee"), a leading producer, distributor, and retailer of quality marine fuel for small cargo and fishing vessels in China, today confirmed that it has received notice from An Fengbin of his intention to launch a tender offer to acquire all of the outstanding shares of Andatee that he does not already own at a price of $4.21 per share in cash, subject to financing, due diligence and other conditions.

The Board of Directors has established a Special Committee to consider the offer. The Special Committee will consider and take a position with respect to the offer in accordance with applicable legal requirements. Andatee shareholders are advised to take no action with respect to the offer until they have been advised of the Company's position.

Third Quarter 2011 Results

Rodman and Renshaw on AMCF                8/17/2011

AMCF: 2Q11 Earnings Update; Lowering Rating To Market Perform

Lowering Rating: We are lowering our rating on AMCF from Market Outperform to Market Perform driven by 1) substantially lowered revenue and net income guidance for 2011 and 2) margin uncertainty as a result of crude oil volatility. The lowered guidance and expected margin pressure results in our 2011 financial projections reflecting an EPS decline of ~40% compared to 2010. Our attraction to AMCF was partly predicated on earnings growth potential in the story. As a smaller company we can understand that management may not have all the tools at their disposal to immediately take corrective measures. Though we anticipate that the company will remain profitable and continue establishing a brand presence for their blended marine fuels, we believe investors may remain on the sidelines until they see some tangible evidence of earnings growth being re-established. AMCF is currently trading at a P/E multiple of ~3.0x to our lowered 2011 EPS expectation of $0.57 (from $1.11). We are also delaying the introduction of our 2012 projections until we have better visibility into demand conditions.

2Q11 Missed: AMCF reported 2Q11 revenue and net income of $63.1 MM and $1.4 MM, with diluted EPS of $0.14, below our estimates of $73.9 MM, $2.6 MM, and $0.26, respectively.

Revenue Mix: Quarterly sales volume reached 81,4000 tons, growing by 8,400 tons or 11.5% y-o-y from 73,000 tons in 2Q10. This implies an average selling price of $775.7/ton. Currently 57.1% of total sales are through wholesale distributors and 42.9% are directly from retail customers.

Crude Oil Price Volatility Weighs on Margin: In 2Q, AMCF’s gross margin dropped significantly from 11.8% in 1Q to only 6.6%. Management attributed this margin deterioration to the volatility in crude oil price during the quarter.

Guidance Lowered: AMCF has again lowered its financial guidance for FY11 to $225 MM ~ $275 MM in revenue and $5 MM ~ $8 MM in net income from previously announced $275 MM ~ $325 MM in revenue and $11 MM ~ $13 MM in earnings.

2011 Revised Estimates: We are lowering our estimates for 3Q revenue, net income, and EPS to $85.4 MM, $1.02 MM, and $0.10, from $87.1 MM, $3.2 MM, and $0.32, respectively to reflect the uncertainties overall weaker demand and ongoing margin headwinds. For full year FY11, we are now projecting $275.1 MM, $5.6 MM, and $0.57 for top-line, bottom-line, and diluted EPS.

Risks (1) Customer Concentration (2) Supplier Concentration (3) Acquisition Based Growth Creates Additional Risks (4) Cyclical Nature of the Petroleum and Petrochemicals Market (5) Seasonality of Fishing Business and Commercial Activities (6) Government and Environmental Regulations (7) Macroeconomic Risk (8) Political and Regulatory Risks Related to Operating in China.

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This material has been prepared for informational purposes only. While it is based on information generally available to the public from sources we believe to be reliable, no representation is made that the subject information is accurate or complete. Past performance is not a guarantee nor does it necessarily serve as an indicator of future results. Price and availability are subject to change without notice. Additional information is available upon request.

Since Rodman & Renshaw, LLC is not a tax advisor, transactions requiring tax consideration should be reviewed carefully with your tax advisor. Similarly, Rodman & Renshaw, LLC is not a law firm and provides no legal opinions or legal advice.

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Notice Regarding Privacy and Confidentiality:


This material has been prepared for informational purposes only. While it is based on information generally available to the public from sources we believe to be reliable, no representation is made that the subject information is accurate or complete. Past performance is not a guarantee nor does it necessarily serve as an indicator of future results. Price and availability are subject to change without notice. Additional information is available upon request.

Since Rodman & Renshaw, LLC is not a tax advisor, transactions requiring tax consideration should be reviewed carefully with your tax advisor. Similarly, Rodman & Renshaw, LLC is not a law firm and provides no legal opinions or legal advice.

Rodman & Renshaw, LLC may make a market in the securities being discussed.

Rodman & Renshaw, LLC and/or its officers or employees may have positions in any of the securities of this (these) issuer(s).

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Rodman and Renshaw on AMCF                        5/16/2011

AMCF: 1Q11 Earnings Update

1Q11 Results: AMCF reported 1Q11 revenue and net income of $44.3 MM and $2.3 MM, with diluted EPS of $0.23, compared to our estimates of $45.8 MM, $1.6 MM, and $0.17, respectively. AMCF ended the quarter with $8.0 MM in cash and $10.4 MM in inventory, total debt including short-term loan and bank note payable amounted $34.8 MM.

Oil Price Volatility May be A Headwind: AMCF managed to keep its gross margin stable at 11.8% level, compared to 12.0% in 1Q10 and 10.7% in 4Q10. However, on a going forward basis, we are being cautious on the margin impact from global crude oil price volatility. Management stated that due to the government control over oil fuel price in China, the company’s ability to pass on higher cost to its customer may be limited. The company expects to grow its retail operation faster in order to boost its overall gross margin and offset the negative impact from the rising costs.

New Blending Facilities: AMCF is currently building two new blending facilities, one in Panjin City, Liaoning Province and the other one in Zibo City, Shandong Province. Total capacity of the two facilities is 32,000 m² and total cost is approximately $19.4 MM. Construction is expected to be completed by June 2011.

Lower Net Income Guidance: Management maintained revenue guidance of $275 MM ~ $325 MM for FY11, while trimming the earnings guidance to $10 MM ~ $12 MM from previously announced $11 MM ~ $13 MM. It is also guiding a y-o-y volume growth of 28%~52% without factoring any acquisitions.

2Q11 Estimates: For 2Q11, we are now projecting revenue and net income of $73.9 MM and $2.6 MM, with diluted EPS of $0.26. For full year FY11, our estimates are $287.7 MM for top-line, $10.9 MM for bottom-line, and $1.11 for diluted EPS. We are targeting approximately 10.2% in gross margin and 5.8% in operating margin on a full year basis.

Valuation: At current levels AMCF is trading at P/E multiples of ~3.0x to our FY11 earnings estimates. This multiple is below the peer group. We are comfortable maintaining a $7.00 price target on AMCF, which translates into P/E multiple of ~6x to our earnings estimates for FY11, still implying a discount compared to ~18x multiples for its peer group listed in US, and ~14x for comparables listed in China.

Risks: (1) Customer Concentration (2) Supplier Concentration (3) Acquisition Based Growth Creates Additional Risks (4) Cyclical Nature of the Petroleum and Petrochemicals Market (5) Seasonality of Fishing Business and Commercial Activities (6) Government and Environmental Regulations (7) Macroeconomic Risk (8) Political and Regulatory Risks Related to Operating in China

Notice Regarding Privacy and Confidentiality:


This material has been prepared for informational purposes only. While it is based on information generally available to the public from sources we believe to be reliable, no representation is made that the subject information is accurate or complete. Past performance is not a guarantee nor does it necessarily serve as an indicator of future results. Price and availability are subject to change without notice. Additional information is available upon request.

Since Rodman & Renshaw, LLC is not a tax advisor, transactions requiring tax consideration should be reviewed carefully with your tax advisor. Similarly, Rodman & Renshaw, LLC is not a law firm and provides no legal opinions or legal advice.

Rodman & Renshaw, LLC may make a market in the securities being discussed.

Rodman & Renshaw, LLC and/or its officers or employees may have positions in any of the securities of this (these) issuer(s).

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First Quarter Results:

• Total revenues of $44.3 million, an increase of 48.6% year over year
• Net income attributable to Andatee shareholders of $2.3 million, up 65.0% year over year
• Earnings per share of $0.23

Mr. An Fengbin, Chairman, CEO, and President of Andatee China Marine Fuel Services Corporation, stated, "We are pleased to report strong operational and financial growth during the 2011 first quarter, a period that is typically affected by seasonality due to the Chinese New Year holiday. During this time, both cargo and fishing traffic tend to decrease, which directly impacts demand for our marine blended fuel products. Despite this, Andatee's revenues grew over 48% from the prior-year period. We attribute this growth to the rising oil price environment, and, more importantly, our continued focus on improving all aspects of our operations, including raw material procurement through an expanding supplier network, expansion of blending capacity by building and acquiring additional facilities, improved distribution, and a diversified customer base. We continue to closely monitor the demand for our fuel products given a rising cost environment, especially in April 2011, as one of our competitive advantages is the cost efficiency for our customers compared with traditional diesel fuel. Despite these headwinds, we feel that the quality and recognition of our 'Xingyuan' brand continues to resonate with our customers. Our retail operations are expanding, and we are confident that the year and future quarters will show stable and steady growth."

Full Year 2011 Guidance

Total Revenue: $275-$325 million

Net Income: $10-$12 million

Rodman and Renshaw on AMCF                     4/01/2011

AMCF: 4Q10 Earnings Update

4Q10 Results: AMCF reported 4Q10 revenue and net income of $59.8 MM and $2.2 MM, with diluted EPS of $0.24, beating our estimates of $47.7 MM, $2.1 MM, and $0.21, respectively. Top-line grew by 53.5% y-o-y from $39.0 MM and 4% sequentially from $57.5 MM driven by 100% in sales volume and a higher ASP. Gross profit increased by 64.7% y-o-y from $3.9 MM to $6.4 MM, representing a gross margin of 10.7%, compared to 10.0% in 4Q09. AMCF generated operating income of $3.7 MM, or 6.1% in EBIT margin, a y-o-y increase of 31.1% from 4Q09. Earnings of $2.2 MM implies a 3.7% net margin, compared to 4.4% in 4Q09 and 4.6% in 3Q10. Diluted EPS was $0.24 for the quarter, compared to $0.28 in 4Q09.

Strong Volume Growth: During 4Q, total volume reached 88,000 tons, a 100% increase from 4Q09’s 44,000 tons. Full year volume grew by 22.1% from 240,000 tons to 293,000 tons. Top-line also benefited from the increasing oil price: average oil price in FY10 rose from ~$64/barrel to $81/barrel.

M&A Strategy Continues: Management mentioned during the earnings call that the company will continue to execute its growth strategy through acquisitions in order to expand its port space and distribution infrastructure, and eventually make its “Xingyuan” a well known brand for retail customers.

FY11 Guidance: The company is guiding for revenue and net income of $275 MM~$325 MM, $11 MM~$13 MM, with total volume growth in a range of 55%~107.5%. We are projecting 1Q11 revenue, net income, and diluted EPS of $45.8 MM, $1.6 MM, and $0.17 per share. Our full year estimates are $289.3 MM, $10.8 MM, and $1.15, respectively.

Valuation: At current levels AMCF is trading at P/E multiples of ~3.6x to our FY11 earnings estimates. This multiple is below the peer group. We are comfortable maintaining a $7.00 price target on AMCF, which translates into P/E multiple of ~6x to our earnings estimates for FY11, still implying a discount compared to ~13.5x multiples for its peer group listed in US, and ~22.2x for comparables listed in China. We believe this is a very reasonable multiple for an emerging company that has substantial growth opportunities ahead, a strong market position and a healthy balance sheet. Historically energy distribution companies have traded within a range of 11x to 20x on a P/E basis.

Risks: (1) Customer Concentration (2) Supplier Concentration (3) Acquisition Based Growth Creates Additional Risks (4) Cyclical Nature of the Petroleum and Petrochemicals Market (5) Seasonality of Fishing Business and Commercial Activities (6) Government and Environmental Regulations (7) Macroeconomic Risk (8) Political and Regulatory Risks Related to Operating in China

Notice Regarding Privacy and Confidentiality:

This material has been prepared for informational purposes only. While it is based on information generally available to the public from sources we believe to be reliable, no representation is made that the subject information is accurate or complete. Past performance is not a guarantee nor does it necessarily serve as an indicator of future results. Price and availability are subject to change without notice. Additional information is available upon request.

Since Rodman & Renshaw, LLC is not a tax advisor, transactions requiring tax consideration should be reviewed carefully with your tax advisor. Similarly, Rodman & Renshaw, LLC is not a law firm and provides no legal opinions or legal advice.

Rodman & Renshaw, LLC may make a market in the securities being discussed.

Rodman & Renshaw, LLC and/or its officers or employees may have positions in any of the securities of this (these) issuer(s).

Member FINRA.
Member SIPC.

Q4 2010 Financial Highlights

• Total revenues of $59.8 million, an increase of 53.5% year over year
• Net income attributable to Andatee shareholders of $2.2 million, up 29.7% year over year
• Earnings per share of $0.24 VS. $0.28

Full-year 2010 Financial Highlights

• Total revenues of $191.2 million, an increase of 53.8% from the prior year
• Net income attributable to Andatee shareholders of $8.9 million, up 38.7% from the prior year
• Earnings per share of $0.95 VS. $1.11 
• Cash flow from operations of $3.8 million

Outlook for 2011 (Excludes any acquisitions that the Company may consummate this year)

• Company expects revenues to be between $275 million and $325 million and net income between $11 million and $13 million for the year ending December 31, 2011 
• Expects total sales volume to increase between 55.0% and 107.5% for the year ending December 31, 2011

Mr. An Fengbin, Chairman, CEO and President of Andatee China Marine Fuel Services Corporation, stated, "We are pleased to report solid operating results, which included strong cash generation and stable growth. Our focus has been on improving all aspects of our operations, including raw material procurement through an expanding supplier network, improved distribution, and a diversified customer base. As the result of these initiatives and a rising oil price environment, our revenues increased over 50% in 2010. Throughout the year, the demand for our portfolio of blended fuel products remained strong, which we feel is an indication that a fragmented market is beginning to recognize and trust our 'Xingyuan' brand. We also continued to make progress in expanding our retail customer base through actively building and acquiring port space and distribution infrastructure. Our goal remains becoming a 'one-stop shop' for all marine port services—providing petroleum products, maintenance, payment services, and marine supplies for boat operators."

Mr. An concluded, "We are optimistic about the outlook of the marine fuel market in China because of growing demand, improving brand recognition, and balanced fleet growth. Andatee is continuing to generate excess cash flow and is well positioned to continue organic growth through the opening of new regional facilities, new products, and expanded service offerings such as direct refueling at sea. Finally, we also will strategically identify, research, and if appropriate, look to acquire target companies with desired facilities in areas that fit into Andatee's growth plans. We continue to remain cautious, as we are not willing to pay premium multiples for retail locations unless we can acquire a strong and growing customer base. We have attempted to geographically position our company with the ability to achieve stable growth through a variety of means."

Rodman & Renshaw on AMCF

Overview: AMCF reported 3Q10 revenue and net income of $57.5 MM and $2.6 MM, with diluted EPS of $0.27, beating our estimates of $32.3 MM, $1.7 MM, and $0.18, respectively. Top-line grew by 78.5% Y-o-Y from $32.2 MM in 3Q09 and 30.4% sequentially from $44.1 MM in 2Q10, largely driven by an 82% Y-o-Y increase in total shipment volume. Gross profit reached $5.8 MM or 10.0% in gross margin, compared to $3.8 MM or 11.7% in 3Q09 and $5.3 MM or 12.0% in 2Q10. Net income grew by 73.5% to $2.6 MM from $1.5 MM in 3Q09. AMCF ended the quarter with a total of $17.2 MM in cash, $3.9 MM of accounts receivable, and $13.5 MM of inventory with total debt of $27.2 MM. The company generated $5.5 MM in operating cash flow, compared to ($0.1 MM) in 3Q09. 

Top-Line Growth Driven By Higher Volume And ASP: AMCF experienced strong growth in both shipment volume and selling price during the quarter. Total volume sold reached 86,000 tons, a Y-o-Y growth of 82% from 47,000 tons in 3Q09. The company has made progress in marketing 1# fuel products through new distributors in the South. Additionally the two acquisitions, Mashan and Hailong, contributed ~6,000 tons of shipment volume in 3Q10. ASP also drove the top-line higher, due to the price increase in international crude oil from ~$59/barrel in 3Q09 to ~$79/barrel. 

Retail Sales Should Play A Larger Role: For the 9-month period of 2010, retail business contributed ~38.3% of total revenue, compared to 40.8% in 2009. Normally retail business generates a higher gross margin than wholesale distribution, and could potentially reduce the overall risk from volatility in crude oil price. The company plans to expand the retail business in the next three years through (1) acquiring retail facilities close enough to its end markets (2) building retail sales branches in strategically important locations to create a higher brand awareness, and eventually increase its revenue contribution to ~60% of total sales. 

M&A Strategy Intact: We continue to believe that China’s marine fuel market is highly fragmented, representing a tremendous opportunity for AMCF to become market consolidator. The company is likely to continue to gain market shares through acquiring smaller players with similar core expertise. 

Financial Projections: For 4Q10, we expect the company to deliver revenue and net income of $47.7 MM and $2.1 MM, with diluted EPS of $0.21. This implies full year FY10 revenue, net income, and EPS of $179.1 MM, $8.8 MM, and $0.94. For FY11, our estimates are $210.7 MM, $10.1 MM, and $1.04, respectively. 

Valuation: At current levels AMCF is trading at P/E multiples of ~6.2x and ~5.6x to our FY10 and FY11 earnings estimates. These multiples are below the peer group. We are comfortable assigning AMCF a $7.00 price target, which translates into P/E multiple of ~7.5x and ~6.8x to our earnings estimates for FY10 and FY11.

Notice Regarding Privacy and Confidentiality:

This material has been prepared for informational purposes only. While it is based on information generally available to the public from sources we believe to be reliable, no representation is made that the subject information is accurate or complete. Past performance is not a guarantee nor does it necessarily serve as an indicator of future results. Price and availability are subject to change without notice. Additional information is available upon request.

Since Rodman & Renshaw, LLC is not a tax advisor, transactions requiring tax consideration should be reviewed carefully with your tax advisor. Similarly, Rodman & Renshaw, LLC is not a law firm and provides no legal opinions or legal advice.

Rodman & Renshaw, LLC may make a market in the securities being discussed.

Rodman & Renshaw, LLC and/or its officers or employees may have positions in any of the securities of this (these) issuer(s).

Member FINRA.
Member SIPC.

Third Quarter 2010 Highlights

• Revenue increased 78.5% to approximately $57.5 million 

• Gross profit was  up 52.8% to $5.7 million

• Income from operations was $3.8 million, up 63.4% from $2.3 millionin the same period of 2009

• Operating margin was 6.7%

• Net income attributable to Andatee shareholders was $2.6 million, increased 73.5%

• Earnings per share was approximately $0.27 vs. $0.25

"We are delighted with the solid business results we delivered in the third quarter 2010. During the period in September 2010, we have achieved a major milestone by signing agreements with Haiyu Fishery Limited Corporation and Jinghai Group to supply marine fuel, on an exclusive basis, for a period of 10 years. We also acquired 52% stake in Mashan Xingyuan and Hailong Petrochemical Co., Ltd. respectively. As a result, we have expanded our footprint into Tianjin market, which is the largest port cities in China," said Mr. An Fengbin, Chairman, CEO and President of Andatee China Marine Fuel Services Corporation. "In addition, we have expanded our business in the markets in southern China by finding more reliable distributors of 1# marine fuel products."

Business Outlook

Sea freight shipping activities at ports in China remained relatively strong, driving steady growth in the marine bunkering industry in China. Fishing activities continued to pick up during the third quarter of 2010 due to the peak season and the increasing demand from the fishing industry. Andatee believes its success in implementing its business strategies to explore increasing market opportunities for retail sales, to acquire and upgrade retail facilities to reduce risk of fluctuation of crude oil prices, and to build retail points in strategic locations to capture market growth continue to strengthen the Company's market position in the marine fuel services industry in China.

"Given the highly fragmented nature of the marine fuel industry for fishing and smaller vessels, we are committed in our effort to expand our geographic footprint to capture market share and build our "Xingyuan" brand. During the third quarter, we intensified our marketing efforts of 1# marine fuel products by finding more reliable distributors in Southern China, who could distribute 1# marine fuels products in large numbers." said Mr. An. "We believe that a solid foundation for our marine fuel business will be established step by step along with development of more value-added products as well as exploration into more high margin strategic positions."

• Our revenue increased by US$16.2 million, or 58.2%, from US$27.8 million for the second quarter ended June 30, 2009 to US$44.1 million for second quarter ended June 30, 2010. The increase in our revenues was due to the increased sales volume and higher average crude oil price.
  
• Net income increased by US$0.9 million, or 52.7%, from US$1.7 million for the second quarter of 2009 to US$2.6 million for 2010.
  
• EPS was $0.28 vs. $0.29.

Our overall strategies are to (i) increase our share of retail sales since such sales are less price-sensitive than sales to the distributors, (ii) acquire our own retail facilities to reduce the risk of opportunistic negotiations from our retail customers during periods of volatile oil prices and (iii) build retail points in strategic locations (often close to recently acquired locations) to capture a majority of active local markets.

During the first half of 2010, crude oil prices fluctuated around $79 a barrel, an average increase of approximately $24 per barrel as compared with the same period in 2009.  We had seen that the demand from fishing industry has been substantially picking up, as the water temperature returned to normal level, the whole industry has stepped up its efforts in a bid to gain back what they missed in the first quarter.  From Donggang in the north down to Zhejiang province, the fishing activities have surged as compared with the first quarter, which boosted the demand for our marine fuel products. Therefore, the revenue for the six months ended June 30, 2010 has increased by 39.1% to $73.8 million as compared with the same period in 2009, along with that the sales volume has increased by 4.3% to 120,000 tons as compared with the same period in 2009. The increase in revenue is mainly due to the rise of the average marine fuel product price, growth in sales volume and the increase in revenue from retail customers. In the first half of 2010, 48.8% of our sales were to retail customers as compared with 38% in 2009.

We believe that improving our retail sales and distribution channels will generate stable gross margins which, in turn, will offset the pressure imposed on our profit margin by crude oil prices. We believe that higher retail sales and closer ties with our end users as well as wider distribution network are at the core of our strength and business viability going forward. We intend to (i) control more facilities closer to end markets, through business acquisitions, partner cooperation, building local platform for our products and added-value services, which would enhance the brand awareness of the “Xingyuan” and (ii) expand our product line and upgrade production facilities to explore the increasing markets opportunities and increase our share in retail market.

We believe our ability to generate cash from operating activities is one of our fundamental financial strengths. In addition to cash from operating activities, we also maintain a revolving loan arrangement with Shenzhen Development Bank Co., Ltd., as discussed below, for our capital requirements.  Our future capital expenditures will include building new fueling facilities, improving and upgrading our existing production facilities, expanding product lines, research and development capabilities, and making acquisitions as we deem appropriate.
 
We estimate $8.1 million will be needed in 2010 to fund the construction projects for new manufacturing facilities and the improvement and upgrades of our existing manufacturing facilities. In addition, we intend to reserve approximately $5.3 million for future acquisitions.

On January 26, 2010, the Company completed its initial public offering of common stock (“IPO”) of 3,134,921 shares of common stock at an offering price of $6.30 per share resulting in net proceeds to the Company of approximately $17.2 million, after deducting offering costs of $2.5 million. On March 4, 2010 the underwriters of the initial public offering of common stock had exercised their over-allotment option, which resulted in the issuance of an additional 470,238 shares of common stock. The Company received proceeds of another $2.6 million, net of offering costs of $227,750.

We believe that the net proceeds of approximately $20 million from our IPO, together with our cash flow from operating activities and bank borrowings, will be sufficient to meet our anticipated cash requirements for the next 12 months. If we need additional cash, we may seek to raise capital either through the issuance of stock or increase our borrowing level with our lender.

Mr. An commented: "We expect growth for the fiscal year 2010 to remain strong due to the expected further strong growth in the Chinese economy, particularly the Northeast developing region and Eastern seaports. We maintain focused on a business strategy of increasing storage for our products, including potential acquisition targets to expand our reach along the Eastern coast. We continue to maintain focus on capitalizing on the opportunities to meet the growing demand for marine fuel in the region."

Source: PR Newswire (March 2, 2010)