Cono Italiano (CNOZ) 10-K 2009 FY Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION  

WASHINGTON, DC 20549

FORM 10-K

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

For the fiscal year ended: January 31, 2009

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

For the transition period from _________ to _________

Commission File Number:   000-51388

TIGER RENEWABLE ENERGY LTD.

(Exact Name of Registrant as Specified in its Charter)

Nevada	84-1665042
(State of other jurisdiction of	(IRS Employer Identification
incorporation or organization)	Number)

Sino Favour Centre

1 On Yip Street, Suite 1302

Chai Wan, Hong Kong

(Address of principal executive offices)

514-402-2538

 (Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ¨ No x

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: ¨

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

Large Accelerated Filer	¨	Accelerated Filer	¨
Non-Accelerated Filer	¨	Smaller Reporting Company	x

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $2,770,196 at July 31, 2008.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: The Issuer had 19,373,375 shares of Common Stock, par value $.001, outstanding as of April 30, 2009.

TABLE OF CONTENTS

ITEM 1: BUSINESS	5
ITEM 1A: RISK FACTORS	6
ITEM 1B: UNRESOLVED STAFF COMMENTS	6
ITEM 2: PROPERTIES	6
ITEM 3: LEGAL PROCEEDINGS	6
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	6
ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	7
ITEM 6: SELECTED FINANCIAL DATA	9
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	9
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	12
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	40
ITEM 9A(T): CONTROLS AND PROCEDURES	40
ITEM 9B: OTHER INFORMATION	41
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	42
ITEM 11: EXECUTIVE COMPENSATION	45
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	48
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	50
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES	50
ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	51
SIGNATURES	53

2

FORWARD LOOKING STATEMENTS

This Report on Form 10-K (this “Report”) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “contemplates,” “continues,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should,” or, in each case, their negative or other variations or comparable terminology. You should read statements that contain these words carefully because they:

• discuss future expectations;

• contain projections of future results of operations or financial condition; or

• state other “forward-looking” information.

We believe it is important to communicate our expectations to our stockholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The risk factors and cautionary language discussed in this Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including among other things:

• the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government actions relating to the Company; 

• changes in political, economic or industry conditions, the interest rate environment or financial and capital markets,which could result in changes in demand for products or services;

• terrorist activities and international hostilities, which may adversely affect the general economy, financial and capital markets;

• the Company’s business strategy and plans;

• the introduction, withdrawal, success and timing of business initiatives and strategies;

• harm to the Company’s reputation;

• fluctuations in customer demand;

• management of rapid growth;

• the impact of increased competition;

• the impact of future acquisitions; and

• the ability to attract and retain highly talented professionals.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results of operations, financial condition and liquidity, and developments in the industry in which we operate, are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of such statements.

3

All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report. Except to the extent required by applicable laws and regulations, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events.

Unless otherwise provided in this Report, references to the “Company,” the “Registrant,” the “Issuer,” “we,” “us,” and “our” refer to Tiger Renewable Energy Ltd.  

4

PART I

ITEM 1: BUSINESS    

Introduction

The Company was incorporated in the State of Nevada on September 9, 2004 as Arch Management Services Inc. A change of control of the Company occurred on June 5, 2006 and the Company changed its name from “Arch Management Services Inc.” to “Tiger Ethanol International Inc.” on November 24, 2006.

On February 11, 2008 the Company changed its name to Tiger Renewable Energy Ltd. and its trading symbol changed to TGRW.OB.

Our Business

We are a development stage company. During the fiscal year ended January 31, 2009, the Company was a party to a joint venture named Xinjiang Yajia Distillate Company Limited (the “Venture”) to produce ethanol in the People’s Republic of China. The Company owned 90% of the Venture. Xinjiang Wangye Brewing Co. Ltd. and Guangdong Kecheng Trading Co. Ltd. each own 5% of the Venture. This ethanol was to be produced from agricultural products.  We aspired to become a significant ethanol manufacturer serving the needs of China’s rapidly expanding personal and commercial transportation market segments.

The Venture intended to construct and operate a 20,000 metric ton annual capacity ethanol plant in Hami District of China. To commence the production of ethanol, the Venture anticipated that it would require $9.5 million for all costs including construction, plant ramp-up, associated initial production costs and working capital. The Venture planed to expend approximately $6,500,000 on engineering, construction and related costs for plant and equipment. These expenditures were to include approximately $1,250,000 for the ethanol plant, $1,000,000 for a steam plant, $1,250,000 for a recycling water station, storage tanks and an air pressure station, $500,000 for a workers’ dormitory and warehouse, $400,000 for a water treatment pool and $2,100,000 for other expenses. The Venture spent $4,800,000 of the $6,500,000 in planned expenditures on engineering and construction. We determined that we needed to raise an additional $4,700,000 to complete the ethanol manufacturing plant and commence production.

Due to a lack of financing and the recent deterioration of world financial markets, the Company’s board of directors determined that it was in our best interest to initiate a complete and total withdrawal from the ethanol business.

On January 31, 2009, the Company and DT Crystal Holdings Limited entered into an Assignment and Assumption Agreement for the assignment of the Company’s ninety percent (90%) equity interest in the joint-venture corporation, Xinjiang Yajia Distillate Company Limited, in exchange for DT’s assumption of all debt related to the joint-venture and the assumption of responsibility for raising the additional capital to finalize the project.  The assignment includes all the Company’s rights and obligations in its capacity as a shareholder of the joint-venture under the Contract of the Joint Venture of Xinjiang Yajia Brewing Company of November 23, 2006, as amended June 6, 2007, and any other documents or instruments delivered pursuant thereto and any other rights and obligations the Company may have in relation to the project.

Since the Company entered into the Assignment and Assumption Agreement on January 31, 2009, the Company has had no operations.  The Company is presently seeking new business opportunities.  The Company is uncertain whether it will be able to identify an appropriate business opportunity.  If the Company is unable to identify appropriate business opportunities or raise adequate funding to implement new plans, the Company will not be able to resume business operations.

On January 29, 2009, the Company and Wellington Capital Management Inc. (“Wellington”) entered into a Purchase and Sale Agreement to acquire a 30% working interest in certain oil and gas leases.  Due to the current business environment and the difficulty of raising capital, on April 5, 2009 the Company and Wellington agreed to terminate this Purchase and Sale Agreement.  The Company and Wellington have entered into a mutual release.

On March 25, 2009, the Company and the sole shareholder of Financial Media Net, Inc. (“FMN”) entered into a letter of intent for the acquisition of 100% of the paid and outstanding shares of Common Stock of FMN.  While no price for the Common Stock was established, it was agreed that the final conditions and price would be negotiated in the next 120 days, following a complete due diligence of FMN by the Company.

5

FMN is a developmental stage financial networking company dedicated to fulfilling the traditional and contemporary needs of the financial community. FMN is in the process of creating an online financial networking community that will be known as www.bullsnbears.com which will provide a unique forum for communication and business networking through an online medium to the various individuals, companies and groups that form the financial community. FMN will also attempt to operate as a financial search engine providing all the pertinent data that its members need in one location.

Following the Company’s due diligence and discussions with FMN, and in view of the current business environment and difficulty in raising capital, the Company and Financial Media Net, Inc. decided not to pursue this transaction, and on May 14, 2009, the parties mutually agreed to terminate the letter of intent.

As of the date hereof, the Company has three (3) officers, Robert Clarke, Michel St-Pierre and Claude Pellerin. The Company does not have employment agreements with these officers or other employees.

Where You Can Find More Information

The Company is and expects to remain a “reporting company.” We will therefore be required to continue to file annual, quarterly and other filings with the U.S. Securities and Exchange Commission (the “SEC”). Members of the public may read and copy any materials which we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Members of the public may obtain additional information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements, as well as other information regarding issuers that file electronically with the SEC. This site is located at http://www.sec.gov.

You may also request a copy of our filings at no cost, by writing or telephoning us at:

TIGER RENEWABLE ENERGY LTD.

Sino Favour Centre

1 On Yip Street, Suite 1302

Chai Wan, Hong Kong

Tel: 514-402-2538

Fax: 852-2158-3608

Attention: Mr. Robert C. Clarke

Chief Executive Officer, President and Director

ITEM 1A:  RISK FACTORS

Not applicable.

ITEM 1B:  UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2: PROPERTIES    

The Company does not own any real estate. The Company does not plan on investing in real estate in the near future. The Company is currently utilizing office space in Hong Kong, which is being supplied at no cost by the Company’s Chief Executive Officer.

ITEM 3: LEGAL PROCEEDINGS  

The Company is not, and has not been during the period covered by this Report, a party to any legal proceedings.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS    

None.

6

PART II

ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES   

(a) Market Information.

The Company's common equity is traded on the over-the-counter bulletin board under the symbol TGRW.OB. The aforementioned price of the common shares is an inter-dealer price, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Our stock is also traded in Germany on (i) the Frankfurt Stock Exchange (under the symbol XES.F); (ii) the Stuttgart Stock Exchange (under the symbol XES.SG); (iii) the Berlin Stock Exchange (under the symbol XES.BE); and (iv) Xetra (under the symbol XES.DE).

The following table sets forth for the periods indicated the high and low close prices for the Common Shares in U.S. Dollars. These quotations reflect only inter dealer prices, without retail mark up, mark down or commissions and may not represent actual transactions.

	Common Stock
Quarter ended	High		Low
April 30, 2007		3.98		2.00
July 31, 2007		3.80		2.25
October 31, 2007		3.10		2.35
January 31, 2008		2.75		1.40
April 30, 2008		2.49		0.84
July 31, 2008		1.28		0.22
October 31, 2008		0.53		0.09
January 31, 2009		0.19		0.03

(b) Holders.

As of April 30, 2009, the Company had 19 shareholders of record.

(c) Dividends.

The Company has never declared or paid cash dividends. We do not currently intend to pay cash dividends on our common stock in the foreseeable future. Indeed, we anticipate retaining any earning for use in the continued development of the Company.

7

(d) Securities authorized for issuance under equity compensation plans (as of January 31, 2009).

	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and  rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		n/a		n/a		n/a
Equity compensation plans not approved by security holders		2,000,000		0.96		1,722,500
Total		2,000,000		0.96		1,722,500

On October 5, 2006, the Company’s Board of Directors adopted an Equity Incentive Plan, and authorized the Company to issue options for the purchase of up to 2,000,000 shares of the Company’s common stock, pursuant to the terms and conditions set forth therein.

8

ITEM 6: SELECTED FINANCIAL DATA

Pursuant to permissive authority under Regulation S-K, Rule 301, we have omitted selected financial data.

ITEM 7:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company's Operations

The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Report. This Report contains certain forward-looking statements and the Company's future operating results could differ materially from those discussed herein. Certain statements contained in this Report, including, without limitation, statements containing the words "believes", "anticipates," "expects" and the like, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, as the Company intends to issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, the Company is ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments.

Overview

The Company was incorporated in the State of Nevada on September 9, 2004 as Arch Management Services Inc. A change of control of the Company occurred on June 5, 2006 and the Company changed its name from “Arch Management Services Inc.” to “Tiger Ethanol International Inc.” The Company’s trading symbol on the over-the-counter bulletin board is TGRW.OB.

On February 11, 2008 the Company changed its name to Tiger Renewable Energy Ltd.

We are a development stage company. During the fiscal year ended January 31, 2009, the Company was a party to a joint venture named Xinjiang Yajia Distillate Company Limited (the “Venture”) to produce ethanol in the People’s Republic of China. The Company owned 90% of the Venture. Xinjiang Wangye Brewing Co. Ltd. and Guangdong Kecheng Trading Co. Ltd. each own 5% of the Venture. This ethanol was to be produced from agricultural products.  We aspired to become a significant ethanol manufacturer serving the needs of China’s rapidly expanding personal and commercial transportation market segments.

The Venture intended to construct and operate a 20,000 metric ton annual capacity ethanol plant in Hami District of China. To commence the production of ethanol, the Venture anticipated that it would require $9.5 million for all costs including construction, plant ramp-up, associated initial production costs and working capital. The Venture planed to expend approximately $6,500,000 on engineering, construction and related costs for plant and equipment. These expenditures were to include approximately $1,250,000 for the ethanol plant, $1,000,000 for a steam plant, $1,250,000 for a recycling water station, storage tanks and an air pressure station, $500,000 for a workers’ dormitory and warehouse, $400,000 for a water treatment pool and $2,100,000 for other expenses. The Venture spent $4,800,000 of the $6,500,000 in planned expenditures on engineering and construction. We determined that we needed to raise an additional $4,700,000 to complete the ethanol manufacturing plant and commence production.

Due to a lack of financing and the recent deterioration of world financial markets, the Company’s board of directors determined that it was in our best interest to initiate a complete and total withdrawal from the ethanol business.

On January 31, 2009, the Company and DT Crystal Holdings Limited entered into an Assignment and Assumption Agreement for the assignment of the Company’s ninety percent (90%) equity interest in the joint-venture corporation, Xinjiang Yajia Distillate Company Limited, in exchange for DT’s assumption of all debt related to the joint-venture and the assumption of responsibility for raising the additional capital to finalize the project.  The assignment includes all the Company’s rights and obligations in its capacity as a shareholder of the joint-venture under the Contract of the Joint Venture of Xinjiang Yajia Brewing Company of November 23, 2006, as amended June 6, 2007, and any other documents or instruments delivered pursuant thereto and any other rights and obligations the Company may have in relation to the project.

9

Since the Company entered into the Assignment and Assumption Agreement on January 31, 2009, the Company has had no operations.  The Company is presently seeking new business opportunities.  The Company is uncertain whether it will be able to identify an appropriate business opportunity.  If the Company is unable to identify appropriate business opportunities or raise adequate funding to implement new plans, the Company will not be able to resume business operations.

On January 29, 2009, the Company and Wellington Capital Management Inc. (“Wellington”) entered into a Purchase and Sale Agreement to acquire a 30% working interest in certain oil and gas leases.  Due to the current business environment and the difficulty of raising capital, on April 5, 2009 the Company and Wellington agreed to terminate this Purchase and Sale Agreement.  The Company and Wellington have entered into a mutual release.

On March 25, 2009, the Company and the sole shareholder of Financial Media Net, Inc. (“FMN”) entered into a letter of intent for the acquisition of 100% of the paid and outstanding shares of Common Stock of FMN.  While no price for the Common Stock was established, it was agreed that the final conditions and price would be negotiated in the next 120 days, following a complete due diligence of FMN by the Company.

FMN is a developmental stage financial networking company dedicated to fulfilling the traditional and contemporary needs of the financial community. FMN is in the process of creating an online financial networking community that will be known as www.bullsnbears.com which will provide a unique forum for communication and business networking through an online medium to the various individuals, companies and groups that form the financial community. FMN will also attempt to operate as a financial search engine providing all the pertinent data that its members need in one location.

Following the Company’s due diligence and discussions with FMN, and in view of the current business environment and difficulty in raising capital, the Company and Financial Media Net, Inc. decided not to pursue this transaction, and on May 14, 2009, the parties mutually agreed to terminate the letter of intent.

As of the date hereof, the Company has three (3) officers, Robert Clarke, Michel St-Pierre and Claude Pellerin. The Company does not have employment agreements with these officers or other employees.

Development Stage Expenditures

Development stage expenditures during the fiscal year ended January 31, 2009 were $5,526,077, which consisted primarily of $4,946,306 in loss of disposal on investment, $214,489 in professional fees, $186,694 in salaries, $21,488 in insurance expenditures. For the year ended January 31, 2008 the development stage expenditures were $961,835, which consisted primarily of $339,676 in professional fees, $271,019 in salaries, and $65,552 in travel expenditures.

Financial Condition, Liquidity and Capital Resources

The Company's principal capital resources have been acquired through the sale of shares of its common stock.

At January 31, 2009, we had negative working capital of $1,227,740 compared to working capital of $21,163 at January 31, 2008. This change is primarily the result of general and administrative expenses.

At January 31, 2009, the Company had total assets of $1,027,426 consisting of cash, investment and sales taxes receivable, which compares with the Company's total assets at January 31, 2008, of $5,235,700 consisting mainly of cash, deposit on machinery and construction in progress. This decrease in cash, deposit on machinery and construction in progress is primarily the result of the decision of the Company and DT Crystal Holdings Limited to enter into an Assignment and Assumption Agreement for the assignment of the Company’s ninety percent (90%) equity interest in the joint-venture corporation, Xinjiang Yajia Distillate Company Limited, in exchange for DT’s assumption of all debt related to the joint-venture and the assumption of responsibility for raising the additional capital to finalize the project.  The assignment includes all the Company’s rights and obligations in its capacity as a shareholder of the joint-venture under the Contract of the Joint Venture of Xinjiang Yajia Brewing Company of November 23, 2006, as amended June 6, 2007, and any other documents or instruments delivered pursuant thereto and any other rights and obligations the Company may have in relation to the project.

10

At January 31, 2009, the Company's total liabilities were $1,255,166. Our total liabilities at January 31, 2008, were $504,812. The amount of $1,000,000 represents amount payable on Working Interest in Oil and Gas Leases, $214,855 represents accounts payable and accrued professional fees and $40,311 represents a loan. 

Plan of Operations  

The Company’s Cash Requirements

With the market for ethanol at an all-time low and investor sentiment toward that industry being negative at present, the board and management concluded that the Hami project was not going to result in a viable business even if more capital was available, and thus decided to identify new opportunities for Tiger.

Since the Company entered into the Assignment and Assumption Agreement on January 31, 2009, the Company has had no operations.  The Company is presently seeking new business opportunities.  The Company is uncertain whether it will be able to identify an appropriate business opportunity.

The Company intends to provide funding for operation through a combination of the private placement of its equity securities, the public sales of its equity securities and limited borrowing from banks located in North America.

Our auditors issued an opinion in their audit report as of January 31, 2009 expressing uncertainty regarding the ability of our Company to continue as a going concern.  This means that there is substantial doubt that we can continue as an ongoing business without additional financing and/or generating profits from our operations.  We have a history of operating losses, limited funds and may continue to incur operating losses. Management's plan for the Company's continued existence includes selling additional stock through private placements and borrowing additional funds to pay overhead expenses while maintaining marketing efforts to raise the Company’s sales volume. The future success of the Company is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. In addition, the going concern uncertainty underlined in their opinion could make it more difficult for us to secure additional financing on terms acceptable to us, if at all, and may materially and adversely affect the terms of any financing that we may obtain. The inability of the Company to obtain additional cash could have a material adverse affect on its financial position, results of operations and its ability to continue in existence.

Off Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We did not have any operations which implicated market risk as of the end of the latest fiscal year.  We expect that our planned operations will engender market risk, particularly with respect to interest rate risk, foreign currency exchange rate risk, commodity price risk (in regard to our prospective customer base), and other relevant market risks, such as equity price risk.  We intend to implement an analysis and assessment program which will on a regular basis determine exposures of our Company to such risks.  We expect to report the results of all such quantitative and qualitative risk assessments prior to entering into any material agreements, and on a regular monthly and annual basis to our Audit Committee so that responsive risk management measures can be discussed and actions taken to the extent reasonably feasible.  Inflationary factors in the future, such as increases in the cost of our product and overhead costs, may adversely affect our operating results. A high rate of inflation in the future may have an adverse effect on our ability to maintain levels of gross margin and selling, general and administrative expenses as a percentage of net revenues if the selling prices of our products do not increase with these increased costs.

11

ITEM 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Paritz & Company, P.A.	15 Warren Street, Suite 25 Hackensack, New Jersey 07601 (201)342-7753 Fax: (201) 342-7598 E-Mail: paritz @paritz.com
Certified Public Accountants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and shareholders of

Tiger Renewable Energy Ltd.

We have audited the accompanying consolidated balance sheet of Tiger Renewable Energy Ltd. and subsidiary (a development stage Company, formerly known as Tiger Ethanol International Inc.), as of January 31, 2009 and the related consolidated statements of operations, stockholders' equity, and cash flows for the year ended January 31, 2009 and the period from September 9, 2004 (date of inception) through January 31, 2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. The consolidated financial statements of Tiger Renewable Energy Ltd. for the period from September 9, 2004 (date of inception) through November 30, 2006, were audited by other auditors whose report dated March 12, 2007, expressed an unqualified opinion on those statements. The consolidated financial statements of Tiger Renewable Energy LTD and subsidiary for the period from December 1, 2006 to January 31, 2008 were audited by other auditors whose report dated May 18, 2008 expressed an unqualified opinion on those statements. Our opinion on the statements of operations, stockholders’ equity and cash flows for the period from September 9, 2004 (date of inception) through January 31, 2009, insofar as it relates to the amounts for prior periods through January 31, 2008, is based solely on the report of the other auditors.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Tiger Renewable Energy Ltd. and subsidiary as of January 31, 2009, and the consolidated results of their operations and their cash flows for the fiscal year ended January 31, 2009 and the period from September 9, 2004 (date of inception) through January 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that Tiger Renewable Energy Ltd. and subsidiary will continue as a going concern. The Company is a development stage enterprise with no revenues and as discussed in Note 2, the Company’s ability to continue as a going concern is dependent upon its ability to raise additional funds through either the sale of equity securities or the issuance of debt. These factors, as discussed in Note 2 to the financial statements, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Paritz & Company, P.A.

Hackensack, New Jersey

May 18, 2009

12

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and shareholders of

Tiger Renewable Energy Ltd.

We have audited the accompanying consolidated balance sheet of Tiger Renewable Energy Ltd. and subsidiary (a development stage Company, formerly known as Tiger Ethanol International Inc.), as of January 31, 2008 and the related consolidated statements of operations, stockholders' equity, and cash flows for the fiscal year ended January 31, 2008, the two-month period ended January 31, 2007 and the period from September 9, 2004 (date of inception) through January 31, 2008. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. The consolidated financial statements of Tiger Renewable Energy Ltd. for the period from September 9, 2004 (date of inception) through November 30, 2006, were audited by other auditors whose report dated March 12, 2007, expressed an unqualified opinion on those statements. Our opinion on the statements of operations, stockholders’ equity and cash flows for the period from September 9, 2004 (date of inception) through January 31, 2008, insofar as it relates to the amounts for prior periods through November 30, 2006, is based solely on the report of the other auditors.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Tiger Renewable Energy Ltd. and subsidiary as of January 31, 2008, and the consolidated results of their operations and their cash flows for the fiscal year ended January 31, 2008, the two-month period ended January 31, 2007 and the period from September 9, 2004 (date of inception) through January 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that Tiger Renewable Energy Ltd. and subsidiary will continue as a going concern. The Company is a development stage enterprise with no revenues and as discussed in Note 2, the Company’s ability to continue as a going concern is dependent upon its ability to raise additional funds through either the sale of equity securities or the issuance of debt. These factors, as discussed in Note 2 to the financial statements, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Raymond Chabot Grant Thornton LLP

Chartered Accountants

Montreal, Canada

May 20, 2008

13

TIGER RENEWABLE ENERGY LTD. AND SUBSIDIARY

(Formerly Known As Tiger Ethanol International Inc.)

(A Development Stage Company)

CONSOLIDATED BALANCE SHEET

January 31, 2009

ASSETS
Current assets:
Cash	$	19,223
Sales taxes receivable		8,203
		27,426
Investment (Note 4)		1,000,000
TOTAL ASSETS	$	1,027,426
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities (Note 5)	$	1,214,855
Note payable (Note 6)		40,311
TOTAL CURRENT LIABILITIES		1,255,166
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 100,000,000 shares authorized, 19,373,375 shares issued and outstanding		19,374
Additional paid-in capital		7,116,532
Deficit accumulated during development stage		(7,363,646	)
Total Stockholders' Equity		(227,740)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,027,426

The accompanying notes are an integral part of the financial statements.

14

TIGER RENEWABLE ENRGY LTD. AND SUBSIDIARY

(Formerly Known As Tiger Ethanol International Inc.)

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the fiscal years ended January 31, 2009 and 2008, and the period from September 9, 2004 (Inception) through January 31, 2009

						Inception
	January		January			through
	31		31			January 31,
	2009		2008			2009
	(12 months)		(12 months)
General & administrative expenses	$	532,103	$	1,034,130		$	2,463,769
Loss on disposal of investment		4,946,306					4,946,306
Interest (revenue) expense		22,195		(36,553	)		(12,922	)
Foreign exchange gain		25,473		(16,399	)		8,041
		5,526,077		981,178			7,405,194
Minority interest in joint venture		-		(19,343	)		(41,548	)
NET LOSS	$	5,526,077	$	961,835		$	7,363,646
Basic and diluted loss per common share	$	0.29	$	0.05			N/A
Weighted average common shares outstanding		19,373,375		17,728,750			N/A

The accompanying notes are an integral part of the financial statements.

15

TIGER RENEWABLE ENRGY LTD. AND SUBSIDIARY

(Formerly Known As Tiger Ethanol International Inc.)

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY  

From September 9, 2004 (Inception) through January 31, 2009

										Deficit
										Accumulated
							Paid			During the
				Common Stock			In			Development
	Shares			Amount			Capital			Stage			Total
Shares issued to founders for cash		28,000,000		$	28,000		$	(27,600	)	$	-		$	400
Contribution to capital by founders		-			-			7,650			-			7,650
Net loss		-			-			-			(9,508	)		(9,508	)
Balances at November 30, 2004		28,000,000		$	28,000		$	(19,950	)	$	(9,508	)	$	(1,458	)
Shares issued for cash		7,162,750			7,163			95,185			-			102,348
Offering Costs		-			-			(20,000	)		-			(20,000	)
Contribution to capital by founders		-			-			34,200			-			34,200
Net loss		-			-			-			(58,819	)		(58,819	)
Balances at November 30, 2005		35,162,750		$	35,163		$	89,435		$	(68,327	)	$	56,271
Voluntary surrender common shares		(25,000,000	)		(25,000	)		25,000			-			0
Compensation relating to the joint venture		5,000,000			5,000			138,000			-			143,000
Shares and warrants issued for cash		500,000			500			999,500			-			1,000,000
Contribution to capital by founders		-			-			17,533			-			17,533
Stock-based compensation		-			-			74,766			-			74,766
Net loss		-			-			-			(511,635	)		(511,635	)
Balances at November 30, 2006		15,662,750		$	15,663		$	1,344,234		$	(579,962	)	$	779,935
Shares and warrants issued for stock payable		250,000			250			499,750			-			500,000
Stock-based compensation		-			-			31,522			-			31,522
Net loss		-			-			-			(295,772	)		(295,772	)
Balances at January 31, 2007		15,912,750		$	15,913		$	1,875,506		$	(875,734	)	$	1,015,685
Shares and warrants issued for cash		2,250,000			2,250			4,497,750			-			4,500,000
Shares issued pursuant to
exercise of stock options		220,000			220			10,780						11,000
Stock-based compensation		-			-			166,038			-			166,038
Net loss		-			-			-			(961,835	)		(961,835
Balances at January 31, 2008		18,382,750		$	18,383		$	6,550,074		$	(1,837,569	)	$	4,730,888
Shares issued in exchange of note payable		771,070			771			500,425						501,196
Shares issued in exchange of accounts
payable		155,621			156			55,867						56,023
Shares issued in exchange of accounts
payable		63,934			64			10,166						10,230
Net loss		-			-			-			(5,526,077	)		(5,526,077	)
Balances at January 31, 2009		19,373,375		$	19,374		$	7,116,532		$	(7,363,646	)	$	(227,740	)

The accompanying notes are an integral part of the financial statements.

16

TIGER RENEWABLE ENERGY LTD. AND SUBSIDIARY

(Formerly Known As Tiger Ethanol International Inc.)

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the fiscal years ended January 31, 2009 and 2008,

and the period from September 9, 2004 (Inception) through January 31,

2009

							Inception
	January			January			through
	31			31			January 31
	2009			2008			2009
	(12 months)			(12 months)
Cash flows from operating activities:
Net loss	$	(5,526,077	)	$	(961,835	)	$	(7,363,646	)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed rent and salary expense		-			-			59,383
Stock-based compensation expense		-			166,038			272,326
Depreciation		-			3,626			3,626
Loss on exchange of accounts payable		17,118						17,118
Gain on exchange of accounts payable		(5,754	)					(5,754	)
Interests on note payable		12,642						12,642
Loss on exchange of note payable		38,554						38,554
Loss on disposal of investment		4,653,037						4,653,037
Non-cash stock compensation relating to the joint venture		-			-			143,000
Minority interest in joint venture		88,228			(19,343	)		46,680
Changes in:
Sundry current assets		52,487			(31,668	)		(8,204	)
Accounts payable and accrued liabilities		103,159			78,082			223,864
Net cash used in operating activities		(566,606	)		(765,100	)		(1,907,374	)
Cash flows from investing activities:
Property and equipment					(4,798,026	)		(4,798,026	)
Net cash used in investing activities					(4,798,026	)		(4,798,026	)
Cash flows from financing activities:
Investment by minority interest		10,788			73,076			140,564
Stock payable: common stock and warrants		-			-			396,000
		-			-			104,000
Proceeds from sale of common stock and warrants					3,022,000			3,895,748
					1,478,000			1,687,000
Proceeds pursuant to exercise of stock options					11,000			11,000
Proceeds from note payable		240,311			250,000			581,597
Loan repayments		-			-			(91,286	)
Net cash provided by financing activities		251,099			4,834,076			6,724,623
Net change in cash		(315,507	)		(729,050	)		19,223
Cash at beginning of period		334,730			1,063,780			-
Cash at end of period	$	19,223		$	334,730		$	19,223
Supplemental Information:
Interest paid	$	-		$	-		$	1,436

The accompanying notes are an integral part of the financial statements.

17

TIGER RENEWABLE ENERGY LTD. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

1. NATURE OF BUSINESS, ORGANIZATION AND CHANGE IN FISCAL YEAR-END

The Company was incorporated in the State of Nevada on September 9, 2004 as Arch Management Services Inc. Initially, the intention of the Company’s officers and directors was to establish a management and consulting business providing services to individuals working in the acting and entertainment industry. The founders of the Company subsequently decided that the Company should pursue other opportunities, and a change of control (the “Change of Control”) of the Company occurred on June 5, 2006. Note 11 further discusses the Change in Control.

In connection with the Change of Control, the Company changed its name from “Arch Management Services Inc.” to “Tiger Ethanol International Inc.” on November 24, 2006. On February 11, 2008 the Company changed its name to Tiger Renewable Energy Ltd.

The Company currently has no operations and, in accordance with Statement of Financial Accounting Standard (SFAS) No. 7, "Accounting and Reporting by Development Stage Enterprises,” is considered a Development Stage Enterprise. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.

2. GOING CONCERN

The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. The Company’s ability to become and maintain itself as a going concern is dependant upon its ability to raise additional funds through either the sale of equity securities or issuance of debt. The Company believes it will be able to raise the additional financing necessary for the Company to become and maintain itself as a going concern, however, there is no assurance that financing will be obtained. Until the completion of such financing, there remains uncertainty regarding the Company’s ability to become and maintain itself as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and are expressed using the United States of America dollar (U.S. dollar).

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its majority owned subsidiary Xinjiang Yajia Distillate Company Limited (see Note 4) after the elimination of inter-company accounts and transactions. The fiscal year-end of Xinjiang Yajia Distillate Company Limited is December 31 and its results are consolidated on a one month lag basis, which reflects the results of Xinjiang Yajia Distillate Company Limited operations in accordance with its regulatory, tax and operating cycles. Accordingly, references to “January 31” mean the financial position of Xinjiang Yajia Distillate Company Limited as at December 31 and references to the “year ended January 31” mean the results of Xinjiang Yajia Distillate Company Limited for the year ended December 31. Events subsequent to December 31 may provide additional information relating to items included in the financial statements of Xinjiang Yajia Distillate Company Limited and may reveal conditions existing at the financial statement date that affect the estimates involved in the preparation of the financial statements. All such information that becomes available prior to completion of the Company’s consolidated financial statements would be used in evaluating the estimates made and the financial statements would be adjusted where necessary.

Estimates and Assumptions

The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from the estimates that were used in preparing these financial statements.

18

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and highly liquid investments with original maturities of three months or less.

Income Taxes

The Company uses the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined according to the differences between the carrying amounts and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. A valuation allowance against deferred income tax assets is recorded if, based on available information, it is more likely then not that such deferred income tax assets will not be realized.

Earnings (Loss) Per Share

Basic net income (loss) per share is computed by dividing the net income (loss) applicable to common shares by the weighted average number of common shares outstanding during the year. Diluted net income (loss) per share is computed using the treasury stock method giving effect to the exercise of dilutive stock options and warrants. The treasury stock method assumes that any proceeds that would be obtained upon the exercise of stock options and warrants would be used to repurchase common shares at the average trading price during the year. A total of 277,500 stock options and 1,125,000 warrants (277,500 stock options and 1,500,000warrants for the year ended January 31, 2008), were excluded from the computation of diluted earnings per share for the year ended January 31, 2009 since they were anti-dilutive.

Stock - -Based Compensation

The Company accounts for stock options and similar equity instruments issued in accordance with SFAS No. 123(revised), "Share-Based Payment".  Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. 

 Foreign Currency Translation

Monetary assets and liabilities in foreign currency of the Company and of its integrated foreign operation are translated at the exchange rate in effect at the balance sheet date, whereas other assets and liabilities are translated at the exchange rate in effect at the transaction date. Revenue and expenses in foreign currency are translated at the average rate in effect during the year, with the exception of revenue and expenses relating to non-monetary assets and liabilities, which are translated at the historical rate. Gains and losses are included in the earnings for the year.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

4. INVESTMENT

On January 31, 2009, Tiger Renewable Energy Ltd. ("Tiger") and DT Crystal Holdings Limited ("DT") entered into an Assignment and Assumption Agreement for the assignment of Tiger's ninety percent (90%) equity interest in the joint-venture corporation, Xinjiang Yajia Distillate Company Limited in exchange for DT to assume all debt related to the joint-venture and responsibility for raising the additional capital to finalize the project.

19

In accounting for the above agreement, the Company has recognized the disposal of the affairs of the Joint Venture in Xinjiang Yajia Distillate Company Limited. The effects of this transaction on the Company’s balance sheet at January 31, 2009 are summarized below. The Company has recognized approximately $5,000,000 in loss on disposal.

Disposal of Investment

Assets	7,067,554
Liabilities	2,404,516
Shareholders Deficiency	293,267

On January 29, 2009 the Company entered into an Agreement to acquire a 30% Working Interest in the GP Oil and Gas Leases  Project located in Northern Texas for a total purchase price of $1,000,000. The project consists of 7 leases covering approximately 323 net acres and has over 50 existing well bores. The acquisition was made from Wellington Capital, a portfolio management company with substantial investments in the Oil and Gas sector (see note 10 on subsequent events).

5.  ACCOUNTS PAYABLES AND ACCRUED LIABILITIES

On August 12, 2008, one of the Company’s lawyers sold his receivable from the Company in the amount of $38,905 to Buck Master Overseas S.A. The corporation Buck Master Overseas S.A. then exchanged $38,905 of accounts payables for 155,621 shares of the Company’s common stock.  The conversion price of these shares of the Company’s common stock, $.25 per share, is equal to the proposed maximum exchange offering purchase price per share provided in the Registration Statement Form S-1/A which resulted in a cost of $17,118 for the Company.   The aforementioned stock issuance transaction was made with non-U.S. persons and was undertaken by the Company in reliance upon the exemption from securities registration of Regulation S of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.  The amount owed to such lawyer at January 31, 2009 is $3,500.  

On January 9, 2009, one of the Company’s directors exchanged $15,984 of accounts payables for 63,934 shares of the Company’s common stock.  The conversion price of these shares of the Company’s common stock, $.25 per share, is equal to the proposed maximum exchange offering purchase price per share provided in the Registration Statement Form S-1/A which resulted in a gain of $5,754 for the Company.   The aforementioned stock issuance transaction was made with non-U.S. persons and was undertaken by the Company in reliance upon the exemption from securities registration of Regulation S of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.  The amount owed to such director at January 31, 2009 is $0.  

On January 29, 2009 the Company entered into an Agreement to acquire a 30% Working Interest in the GP Oil and Gas Leases  Project located in Northern Texas for a total purchase price of $1,000,000.

The amount of $1,214,855 represents $1,000,000 for Working Interest in the GP Oil and Gas Leases Project and accounts payable and accrued professional fees in the amount of $214,855.

6. NOTE PAYABLE

During the year ended January 31, 2009, the Company received an additional loan of $240,311 from DT Crystal Limited.  On June 19, 2008, DT Crystal Limited exchanged $450,000 of the loan plus accrued interest of $12,642 totalling $462,642 into 771,070 shares of the Company’s common stock.  The conversion price of these shares of the Company’s common stock, $.60 per share, is equal to the simple average of the selling price of the Company’s common stock traded during the Fifteen (15) business days prior to the closing date of this transaction, minus an adjustment of 7.5%, which resulted in a loss of $38,554 for the Company.   The amount owed to DT Crystal Limited at January 31, 2009 is $40,311. The Company’s loans from DT Crystal Limited bear interest at 10% and are payable on demand.

20

7. INCOME TAXES

Income taxes are not due since the Company has incurred a loss since inception. The Company has deductible net operating losses of approximately $8,683,646 at January 31, 2009. These losses expire between 2024 and 2030.

Components of deferred income tax assets at January 31, 2009 are as follows:

	January 31, 2009
Net operating losses	$	7,363,646
Valuation allowance		7,363,646
Net deferred income tax asset	$	0

The Company has recorded a full valuation allowance against its deferred income tax asset since it believes it is more likely then not that such deferred income tax asset will not be realized.

A reconciliation of income taxes computed at the statutory rate to the income tax amount recorded is as follows:

	Fiscal year			Fiscal year
	ended January			ended January
	January 31			January 31
	2009			2008				Since Inception
	(12 months)			(12 months)
Tax at statutory rate (34%)		$	1,878,866		$	323,514			$	2,500,129
Non-deductible expenses			-			( 62,640	)			(62,640	)
Increase in valuation allowance			1,878,866			(260,874	)			(2,437,489	)
Income tax expense		$	0		$	0			$	0

8. STOCKHOLDERS’ EQUITY

COMMON STOCK

The company is authorized to issue 100,000,000 shares of Common Stock (par value $0.001) of which 19,373,375 were issued and outstanding as of January 31, 2009.

The Company declared a stock split of 7 to 1 on April 5, 2006 for all shares outstanding at that date. All references to share and per share amounts in these financial statements have been retroactively adjusted to reflect the stock split.

Incident to the 2006 change in control of the Company, certain changes were made to the Company's capital structure. The Board members serving prior to the change in control tendered an aggregate of 7,000,000 shares of the Company's common stock to the treasury for cancellation. The Company declared a six-for-one stock split on April 5, 2006. Following the stock split the Company's two previously serving directors, Mr. Nigel Johnson and Mr. Alfred Nutt, each tendered an aggregate of 9,000,000 shares of the Company's common stock to the treasury for cancellation. After giving effect to the forgoing changes, the Company's capital structure consisted of 10,162,750 issued and outstanding shares of common stock, of which 7,162,750 shares of common stock were tradable in public markets and 3,000,000 shares of common stock were restricted and not eligible for trading in public markets.  

On September 1, 2006, the Company and Gallant Energy International Inc. (“Gallant”) entered into a Purchase Agreement pursuant to which Gallant sold the Company its interest in a joint venture it formed with certain Chinese entities to develop facilities for the production of ethanol fuel in the People’s Republic of China, in exchange for the issuance of 5,000,000 shares of the Company’s common stock for a value of $143,000 which was recorded as non-cash compensation expense.

21

The Company’s shares of restricted common stock are securities which have not been registered under the United States Securities act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold except as follows: (A) in an offshore transaction complying with rule 903 or rule 904 of regulations S promulgated under the Securities Act; (B) pursuant to the exemption from registration provided by Rule 144 promulgated under the Securities Act (if available) or another then available exemption under the Securities Act and state securities laws, (C) in a transaction that does not require registration under the Securities Act or any applicable state laws, or (D) pursuant to a registration statement which has been declared effective by the Securities and Exchange Commission (and which continues to be effective at the time of transfer of such securities).

On November 1, 2006, VP Bank (Schweiz) AG, VP Bank (Schweiz) AG paid five hundred and fifty thousand dollars ($550,000) to purchase from the Company (i) 275,000 shares of the Company's common stock; and (ii) Series A Warrants to purchase up to an additional 137,500 shares of the Company's common stock at an exercise price initially set at $2.50 per share. The relative fair value of the common stock is $436,000 and the relative fair value of the warrants is $114,000.

On November 1, 2006, Sal. Oppenheim Jr. & Cie (Schweiz) AG, Sal. Oppenheim Jr. & Cie (Schweiz) AG paid four hundred and fifty thousand dollars ($450,000) to purchase from the Company (i) 225,000 shares of the Company's common stock; and (ii) Series A Warrants to purchase up to an additional 112,500 shares of the Company's common stock at an exercise price initially set at $2.50 per share. The relative fair value of the common stock is $356,000 and the relative fair value of the warrants is $94,000.

On November 1, 2006, Portu Finance paid five hundred thousand dollars ($500,000) to purchase from the Company (i) 250,000 shares of the Company's common stock; and (ii) Series A Warrants to purchase up to an additional 125,000 shares of the Company's common stock at an exercise price initially set at $2.50 per share. The relative fair value of the common stock is $396,000 and the relative fair value of the warrants is $104,000. The shares were formally issued on December 6, 2006.

On March 8, 2007, Emper Overseas S.A paid five hundred thousand dollars ($500,000) to purchase from the Company (i) 250,000 shares of the Company's common stock; and (ii) Series A Warrants to purchase up to an additional 125,000 shares of the Company's common stock at an exercise price initially set at $2.50 per share. The relative fair value of the common stock is $360,000 and the relative fair value of the warrants is $140,000. The shares were formally issued on March 30, 2007.

On March 8, 2007, Aton Select Fund Limited paid five hundred thousand dollars ($500,000) to purchase from the Company (i) 250,000 shares of the Company's common stock; and (ii) Series A Warrants to purchase up to an additional 125,000 shares of the Company's common stock at an exercise price initially set at $2.50 per share. The relative fair value of the common stock is $360,000 and the relative fair value of the warrants is $140,000. The shares were formally issued on March 30, 2007.

On March 10, 2007, Simeon Securities S.A. paid five hundred thousand dollars ($500,000) to purchase from the Company (i) 250,000 shares of the Company's common stock; and (ii) Series A Warrants to purchase up to an additional 125,000 shares of the Company's common stock at an exercise price initially set at $2.50 per share. The relative fair value of the common stock is $359,000 and the relative fair value of the warrants is $141,000. The shares were formally issued on April 20, 2007.

On March 14, 2007, the Company issued sixty thousand (60,000) shares of common stock to an officer and director of the Company following the reception of a duly filled notice of exercise of common stock options. The proceeds from the exercise of common stock options were $3,000.

On March 15, 2007, the Company issued sixty thousand (60,000) shares of common stock to an officer of the Company following the reception of a duly filled notice of exercise of common stock options. The proceeds from the exercise of common stock options were $3,000.

On March 16, 2007, Capinvest LLC paid one million and five thousand dollars ($1,500,000) to purchase from the Company (i) 750,000 shares of the Company's common stock; and (ii) Series A Warrants to purchase up to an additional 375,000 shares of the Company's common stock at an exercise price initially set at $2.50 per share. The relative fair value of the common stock is $1,079,000 and the relative fair value of the warrants is $421,000. The shares were formally issued on March 30, 2007.

On March 30, 2007, pursuant to the Emper Overseas S.A, Aton Select Fund Limited and Capinvest LLC Common Stock Purchase Agreements described above, the Company (i) issued 1,250,000 shares of the Company’s common stock; and (ii) issued Series A Warrants to purchase up to an additional 625,000 shares of the Company’s common stock. The total purchase price paid for the common stock and Series A Warrants pursuant to the Common Stock Purchase Agreements was $2,500,000.

22

On May 9, 2007, the Company issued forty thousand (40,000) shares of common stock to a former officer of the Company following the reception of a duly filled notice of exercise of common stock options. The proceeds from the exercise of common stock options were $2,000.

On July 27, 2007, Adagio Marine Ltd paid one million and five thousand dollars ($1,500,000) to purchase from the Company (i) 750,000 shares of the Company's common stock; and (ii) Series A Warrants to purchase up to an additional 375,000 shares of the Company's common stock at an exercise price initially set at $2.50 per share. The relative fair value of the common stock is $1,082,000 and the relative fair value of the warrants is $418,000. The shares were formally issued on July 27, 2007.

On August 3, 2007, the Company issued sixty thousand (60,000) shares of common stock to a director of the Company, following the reception of a duly filled notice of exercise of common stock options. The proceeds from the exercise of common stock options were $3,000.

 STOCK-BASED COMPENSATION EXPENSE

On October 5, 2006, the Company’s Board of Directors adopted the Company’s 2006 Equity Incentive Plan, which authorizes the Company to issue options for the purchase of up to 2,000,000 shares of the Company’s common stock, pursuant to the terms and conditions set forth therein. The Equity Incentive Plan authorizes the issuance of incentive stock options (ISO) and non-qualified stock options (NQOs) to the Company’s employees, directors or consultants.

During the year ended January 31, 2008, the Company issued 50,000 stock options to directors of the Company with an average exercise price of $2.88 per share. These options vested on August 1, 2007 and expire on August 1, 2012. The options had a fair value of $134,516 at the date of grant. The Company valued these options using the Black-Scholes option-pricing valuation model. The model uses market sourced inputs such as interest rates, stock prices, and option volatilities, the selection of which requires Company management’s judgment, and which may impact the value of the options. The assumptions used in the Black-Scholes valuation model were: a risk-free interest rate of 4.7%; the stock price at date of issuance; the exercise price of the options on estimated life of 5 years; volatility of 161%. For the year ended January 31, 2008, the Company recorded compensation expense of $166,038.

During the year ended November 30, 2006, the Company issued 517,500 stock options to officers and directors of the Company, of which (i) 57,500 such options are exercisable for a purchase price of $2.00 per share and expire on October 5, 2011; (ii) 390,000 such options are exercisable for purchase price of $.05 per share and expire on October 6, 2011, with an average exercise price of $0.30 per share; and (iii) 70,000 such options were cancelled following the resignation of one of the directors in January 2007. Of the stock options issued, 450,000 vested on October 5, 2006, 33,750 vested on November 1, 2006 and the balance vested on November 1, 2007. These options expire on October 5, 2011 (450,000) and November 6, 2011 (67,500). The options had a fair value of $137,810 at the date of grant.   The Company valued these options using the Black-Scholes option -pricing valuation model. The model uses market sourced inputs such as interest rates, stock prices, and option volatilities, the selection of which requires Company management’s judgment, and which may impact the value of the options. The assumptions used in the Black-Scholes valuation model were: a risk-free interest rate of 4.6% and 4.7%; the current stock price at date of issuance of $0.03 and $2.00 per share; the exercise price of the options of $0.05 and $2.00 per share; the term of 5 years; volatility of 157% and 160%. For the two-month period ended January 31, 2007, the Company recorded compensation expense of $31,522 ($74,766 for the year ended November 30, 2006).

For the year ended January 31, 2009, the Company did not record any compensation expense. As of January 31, 2009, there was no unrecognized compensation cost related to non-vested share-based compensation.

23

A summary of option activity is presented below:

Options	Number of options	Year ended January 31, 2009 Weighted- Average exercise price		Number of options	Year ended January 31, 2008 Weighted- Average exercise price
Balance beginning of period	277,500		0.96	447,500		0.30
Granted				50,000		2.88
Exercised				220,000		0.05
Cancelled	-		-	-		-
Balance end of period	277,500	$	0.96	277,500	$	0.96
						-
Options exercisable at the end of the period	277,500	$	0.96	277,500	$	0.96

The aggregate intrinsic value of the options outstanding and the options exercisable on January 31, 2009 is $247,500.

24

 The following table summarizes information about options outstanding and exercisable at January 31, 2009:

			Weighted
	Options		average	Options
	outstanding		contractual life	exercisable
	Number		( in years )	Number
Exercise price
$0.05		170,000	2.75		170,000
$2.00		57,500	2.83		57,500
$2.88		50,000	3.50		50,000
		277,500			277,500

The weighted-average grant-date fair value of options granted during the period ended January 31, 2008 was $2.69 per share.

As of January 31, 2009, there was no unrecognized compensation cost related to non-vested stock options.

WARRANTS

The following warrants were issued in the year ended January 31, 2008 and were accounted for in accordance with the fair value method. Where fair value of these warrants was required to be calculated, the fair value was computed using the Black-Scholes Model with the following assumptions: no dividend yield, expected volatility of 160% for a two-year warrant and a risk-free interest rate range of 4.7% for a two-year warrant.

On March 8, 2007, 500,000 shares of common stock with 250,000 warrants were sold for $1,000,000. The warrants have an exercise price of $2.50 and expire in 2 years. The relative fair value of the common stock is $720,000 and the relative fair value of the warrants is $280,000. The shares were issued on March 30, 2007.

On March 10, 2007, 250,000 shares of common stock with 125,000 warrants were sold for $500,000. The warrants have an exercise price of $2.50 and expire in 2 years. The relative fair value of the common stock is $359,000 and the relative fair value of the warrants is $141,000. The shares were issued on April 20, 2007.

On March 16, 2007, 750,000 shares of common stock with 375,000 warrants were sold for $1,500,000. The warrants have an exercise price of $2.50 and expire in 2 years. The relative fair value of the common stock is $1,079,000 and the relative fair value of the warrants is $421,000. The shares were issued on March 30, 2007.

On July 27, 2007, 750,000 shares of common stock with 375,000 warrants were sold for $1,500,000. The warrants have an exercise price of $2.50 and expire in 2 years.   The relative fair value of the common stock is $1,082,000 and the relative fair value of the warrants is $418,000. The shares were issued on July 27, 2007.

25

 Summary information regarding warrants is as follows:

		Exercise
	Warrants	Price
Year ended November 30, 2006:
Granted	250,000	$	2.50
Outstanding at November 30, 2006	250,000	$	2.50
Granted- December 2006	125,000	$	2.50
Outstanding at January 31, 2007	375,000	$	2.50
Granted- 2008	1,125,000	$	2.50
Outstanding at January 31, 2008	1,500,000	$	2.50
Expired- 2009	375,000		2.50
Outstanding at January 31, 2009	1,125,000	$	2.50
Exercisable at January 31, 2009	1,125,000

9. FINANCIAL INSTRUMENTS

Fair value of financial instruments

The fair values of cash, accounts payable and accrued liabilities and the note payable approximate their carrying amounts given that they will mature shortly.

Foreign exchange risk

The Company is exposed to foreign exchange risk due to cash, sales taxes receivable and accounts payable and accrued liabilities denominated in Canadian dollars. As of January 31, 2008, assets denominated in Canadian dollars consisting of cash and sales taxes receivable totaled CDN$31,009 (CDN$90,373 at January 31, 2008) and accounts payable and accrued liabilities denominated in Canadian dollars totaled CDN$33,863 (CDN$66,330 at January 31, 2007).

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash accounts at two financial institutions. The Company periodically evaluates the credit worthiness of financial institutions, and maintains cash accounts only in large high quality financial institutions, thereby minimizing exposure for deposits in excess of federally insured amounts. On occasion, the Company may have cash in banks in excess of federally insured amounts. The Company believes that credit risk associated with cash is remote.

10. SUBSEQUENT EVENTS

On April 5, 2009, Tiger Renewable Energy Ltd.(Tiger) and Wellington Capital Management Inc (Wellington) entered into an Agreement to terminate its Working Interest Purchase and Sale Agreement in Oil and Gas Leases in the GP Project which covers the Fowlkes Station leases as per an agreement dated January 29, 2009. Tiger and Wellington have also entered into a Termination and Discharge of the Convertible Note Agreement, and on April 30th, 2009 the parties have agreed to a Mutual Release. Tiger and Wellington have mutually agreed to terminate the Agreements in view of the current business environment and difficulty in raising capital.

On February 11, 2008 the Company changed its name to Tiger Renewable Energy Ltd.

26

TIGER RENEWABLE ENERGY LTD. AND SUBSIDIARY

(Formerly Known As Tiger Ethanol International Inc.)

(A Development Stage Company)

CONSOLIDATED BALANCE SHEET

January 31, 2008

ASSETS
Current assets:
Cash	$	334,730
Sales taxes receivable		60,691
		395,421
Property and equipment, at cost, Less accumulated depreciation (Note 4)		4,840,279
TOTAL ASSETS	$	5,235,700
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	166,584
Note payable (Note 5)		250,000
TOTAL CURRENT LIABILITIES		416,584
Minority interest in Joint Venture (Note 6)		88,228
		504,812
Commitments (Note 10)
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 100,000,000 shares authorized, 18,382,750 shares issued and outstanding		18,383
Additional paid-in capital		6,550,074
Deficit accumulated during development stage		( 1,837,569	)
Total Stockholders' Equity		4,730,888
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	5,235,700

The accompanying notes are an integral part of the consolidated financial statements

27

TIGER RENEWABLE ENRGY LTD. AND SUBSIDIARY

(Formerly Known As Tiger Ethanol International Inc.)

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the fiscal year ended January 31, 2008, the transition period from December 1, 2006 to January 31, 2007, the fiscal year ended November 30, 2006 and the period from September 9, 2004 (Inception) through January 31, 2008

									Inception
	January			January			November		through
	31			31			30		January 31,
	2008			2007			2006		2008
	(12 months)			(2 months)			(12 months)
General & administrative expenses	$	1,034,130		$	318,948		$	510,598	$	1,931,666
Interest (revenue) expense		(36,553	)		62			1,037		(35,117	)
Foreign exchange gain		(16,399	)		(1,033	)		-		(17,432	)
		981,178			317,977			511,635		1,879,117
Minority interest in joint venture		(19,343	)		(22,205	)		-		(41,548	)
NET LOSS	$	961,835		$	295,772		$	511,635	$	1,837,569
Basic and diluted loss per common share	$	0.05		$	0.02		$	0.03		N/A
Weighted average common shares outstanding		17,728,750			15,891,917			19,899,313		N/A

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

28

TIGER RENEWABLE ENRGY LTD. AND SUBSIDIARY

(Formerly Known As Tiger Ethanol International Inc.)

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY  

From September 9, 2004 (Inception) through January 31, 2008

										Deficit
										Accumulated
							Paid			During the
				Common Stock			In			Development
	Shares			Amount			Capital			Stage			Total
Shares issued to founders for cash		28,000,000		$	28,000		$	(27,600	)	$	-		$	400
Contribution to capital by founders		-			-			7,650			-			7,650
Net loss		-			-			-			(9,508	)		(9,508	)
Balances at November 30, 2004		28,000,000		$	28,000		$	(19,950	)	$	(9,508	)	$	(1,458	)
Shares issued for cash		7,162,750			7,163			95,185			-			102,348
Offering Costs		-			-			(20,000	)		-			(20,000	)
Contribution to capital by founders		-			-			34,200			-			34,200
Net loss		-			-			-			(58,819	)		(58,819	)
Balances at November 30, 2005		35,162,750		$	35,163		$	89,435		$	(68,327	)	$	56,271
Voluntary surrender common shares		(25,000,000	)		(25,000	)		25,000			-			0
Compensation relating to the joint venture		5,000,000			5,000			138,000			-			143,000
Shares and warrants issued for cash		500,000			500			999,500			-			1,000,000
Contribution to capital by founders		-			-			17,533			-			17,533
Stock-based compensation		-			-			74,766			-			74,766
Net loss		-			-			-			(511,635	)		(511,635	)
Balances at November 30, 2006		15,662,750		$	15,663		$	1,344,234		$	(579,962	)	$	779,935
Shares and warrants issued for stock payable		250,000			250			499,750			-			500,000
Stock-based compensation		-			-			31,522			-			31,522
Net loss		-			-			-			(295,772	)		(295,772	)
Balances at January 31, 2007		15,912,750		$	15,913		$	1,875,506		$	(875,734	)	$	1,015,685
Shares and warrants issued for cash		2,250,000			2,250			4,497,750			-			4,500,000
Shares issued pursuant to exercise of stock options		220,000			220			10,780						11,000
Stock-based compensation		-			-			166,038			-			166,038
Net loss		-			-			-			(961,835	)		(961,835	)
Balances at January 31, 2008		18,382,750		$	18,383		$	6,550,074		$	(1,837,569	)	$	4,730,888

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

29

TIGER RENEWABLE ENERGY LTD. AND SUBSIDIARY

(Formerly Known As Tiger Ethanol International Inc.)

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the fiscal year ended January 31, 2008, the transition period from December 1, 2006 to January 31, 2007,

the fiscal year ended November 30, 2006 and the period from September 9, 2004 (Inception) through January 31,

2008

										Inception
	January			January			November			through
	31			31			30			January 31
	2008			2007			2006			2008
	(12 months)			(2 months)			(12 months)
Cash flows from operating activities:
Net loss	$	(961,835	)	$	(295,772	)	$	(511,635	)	$	(1,837,569	)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed rent and salary expense		-			-			17,533			59,383
Stock-based compensation expense		166,038			31,522			74,766			272,326
Depreciation		3,626									3,626
Non-cash stock compensation relating to the joint venture		-			-			143,000			143,000
Minority interest in joint venture		(19,343	)		(22,205	)					(41,548	)
Changes in: Sales taxes receivable		(31,668	)		(9,518	)		(19,505	)		(60,691	)
Accounts payable and accrued liabilities		78,082			(14,243	)		56,529			120,705
Net cash used in operating activities		(765,100	)		(310,216	)		(239,312	)		(1,340,968	)
Cash flows from investing activities:
Property and equipment		(4,798,026	)		-			-			(4,798,026	)
Net cash used in investing activities		(4,798,026	)		-			-			(4,798,026	)
Cash flows from financing activities:
Investment by minority interest		73,076			56,700						129,776
Stock payable: stock		-			-			396,000			396,000
warrants		-			-			104,000			104,000
Proceeds from sale of:
common stock		3,022,000			-			791,000			3,895,748
warrants		1,478,000			-			209,000			1,687,000
Proceeds pursuant to exercise of stock options		11,000			-			-			11,000
Proceeds from note payable		250,000			-			87,093			341,286
Loan repayments		-			-			(91,286	)		(91,286	)
Net cash provided by financing activities		4,834,076			56,700			1,495,807			6,473,524
Net change in cash		(729,050	)		(253,516	)		1,256,495			334,730
Cash at beginning of period		1,063,780			1,317,296			60,801			-
Cash at end of period	$	334,730		$	1,063,780		$	1,317,296		$	334,730
Supplemental Information:
Interest paid	$	-		$	62		$	1,037		$	1,436

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

30

TIGER RENEWABLE ENERGY LTD. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF BUSINESS, ORGANIZATION AND CHANGE IN FISCAL YEAR-END

The Company was incorporated in the State of Nevada on September 9, 2004 as Arch Management Services Inc. Initially, the intention of the Company’s officers and directors was to establish a management and consulting business providing services to individuals working in the acting and entertainment industry. The founders of the Company subsequently decided that the Company should pursue other opportunities, and a change of control (the “Change of Control”) of the Company occurred on June 5, 2006. Note 11 further discuss the Change in Control.

In connection with the Change of Control, the Company changed its name from “Arch Management Services Inc.” to “Tiger Ethanol International Inc.” on November 24, 2006. On February 11, 2008 the Company changed its name to Tiger Renewable Energy Ltd.

The Company currently has no operations and, in accordance with Statement of Financial Accounting Standard (SFAS) No. 7, "Accounting and Reporting by Development Stage Enterprises,” is considered a Development Stage Enterprise. The Company is now constructing a plant in the People’s Republic of China to produce ethanol. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.

The Company changed its fiscal year-end from November 30 to January 31 on July 12, 2007.

The unaudited comparative financial information for the two-month period ended January 31, 2006 is:

General & administrative expenses	$	8,843
Interest expense		64
NET LOSS	$	8,907
Basic and diluted loss per common share	$	0
Weighted average common shares outstanding		32,246,049

2. GOING CONCERN

The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. The Company’s ability to become and maintain itself as a going concern is dependant upon its ability to raise additional funds through either the sale of equity securities or issuance of debt. The Company believes it will be able to raise the additional financing necessary for the Company to become and maintain itself as a going concern, however, there is no assurance that financing will be obtained. Until the completion of such financing, there remains uncertainty regarding the Company’s ability to become and maintain itself as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and are expressed using the United States of America dollar (U.S. dollar ).

31

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its majority owned subsidiary Xinjiang Yajia Distillate Company Limited (see Note 6) after the elimination of inter-company accounts and transactions. The fiscal year-end of Xinjiang Yajia Distillate Company Limited is December 31 and its results are consolidated on a one month lag basis, which reflects the results of Xinjiang Yajia Distillate Company Limited operations in accordance with its regulatory, tax and operating cycles. Accordingly, references to “January 31” mean the financial position of Xinjiang Yajia Distillate Company Limited as at December 31 and references to the “year ended January 31” mean the results of Xinjiang Yajia Distillate Company Limited for the year ended December 31. Events subsequent to December 31 may provide additional information relating to items included in the financial statements of Xinjiang Yajia Distillate Company Limited and may reveal conditions existing at the financial statement date that affect the estimates involved in the preparation of the financial statements. All such information that becomes available prior to completion of the Company’s consolidated financial statements would be used in evaluating the estimates made and the financial statements would be adjusted where necessary.

Estimates and Assumptions

The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from the estimates that were used in preparing these financial statements.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and highly liquid investments with original maturities of three months or less.

Income Taxes

The Company uses the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined according to the differences between the carrying amounts and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. A valuation allowance against deferred income tax assets is recorded if, based on available information, it is more likely then not that such deferred income tax assets will not be realized.

Earnings (Loss) Per Share

Basic net income (loss) per share is computed by dividing the net income (loss) applicable to common shares by the weighted average number of common shares outstanding during the year. Diluted net income (loss) per share is computed using the treasury stock method giving effect to the exercise of dilutive stock options and warrants. The treasury stock method assumes that any proceeds that would be obtained upon the exercise of stock options and warrants would be used to repurchase common shares at the average trading price during the year. A total of 277,500 stock options and 1,500,000 warrants (483,750 stock options and 375,000 warrants for the two-month period ended January 31, 2007 and 517,500 stock options and 250,000 warrants for the year ended November 30, 2006), were excluded from the computation of diluted earnings per share for the year ended January 31, 2008 since they were anti-dilutive.

Stock - -Based Compensation

The Company accounts for stock options and similar equity instruments issued in accordance with SFAS No. 123(revised), " Share-Based Payment".  Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable

32

Foreign Currency Translation

Monetary assets and liabilities in foreign currency of the Company and of its integrated foreign operation are translated at the exchange rate in effect at the balance sheet date, whereas other assets and liabilities are translated at the exchange rate in effect at the transaction date. Revenue and expenses in foreign currency are translated at the average rate in effect during the year, with the exception of revenue and expenses relating to non-monetary assets and liabilities, which are translated at the historical rate. Gains and losses are included in the earnings for the year.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

4. PROPERTY AND EQUIPMENT

Machinery, construction in progress and automobile are stated at cost, net of accumulated depreciation. Depreciation of the automobile is computed using the straight-line method over 5 years. The machinery and the construction in progress will begin to be depreciated once the construction of the plant is completed.

	January 31,
	2008
Deposit on machinery	$	2,940,281
Construction in progress		1,885,494
Automobile		18,130
	$	4,843,905
Less: accumulated depreciation	$	(3,626	)
Balance January 31, 2008	$	4,840,279

5. NOTE PAYABLE

On January 31, 2008, the Company had received a loan from DT Crystal Limited, in the amount of $250,000. This loan bears interest at 10% and is payable on demand.

6. JOINT VENTURE

On November 23, 2006 the Company invested in a joint venture named Xinjiang Yajia Distillate Company Limited (the “Venture”) to produce ethanol in the People’s Republic of China. The Company owns 90% of the Venture. Xinjiang Wangye Brewing Co. Ltd. and Guangdong Kecheng Trading Co. Ltd. each own 5% of the Venture. This ethanol will be produced from agricultural products. As at January 31, 2008, the Company has contributed $5,290,081 (RMB 39,675,608), including $3,732,000 (RMB 27,990,000) to registered capital and $1,558,081 (RMB 11,685,608) to investment. The two partners have each contributed $64,888 (RMB 486,660) and have to contribute RMB 2,623,340 to complete their contribution to registered capital of the joint venture.

33

7. INCOME TAXES

Income taxes are not due since the Company has incurred a loss since inception. The Company has deductible net operating losses of approximately $1,320,000 at January 31, 2008. These losses expire between 2024 and 2028.

Components of deferred income tax assets at January 31, 2008 are as follows:

	January 31, 2008
Net operating losses	$	558,623
Valuation allowance		(558,623	)
Net deferred income tax asset	$	0

The Company has recorded a full valuation allowance against its deferred income tax asset since it believes it is more likely then not that such deferred income tax asset will not be realized.

A reconciliation of income taxes computed at the statutory rate to the income tax amount recorded is as follows:

					Transition period
	Fiscal year				from December
	ended January				1, 2006 to				Fiscal year ended
	January 31				January 31				November 30,
	2008				2007				2006				Since Inception
	(12 months)				(2 months)				(12 months)
Tax at statutory rate (34%)		$	323,514			$	100,562			$	173,956			$	621,263
Non-deductible expenses			( 62,640	)											(62,640	)
Increase in valuation allowance			(260,874	)			(100,562	)			(173,956	)			(558,623	)
Income tax expense		$	0			$	0			$	0			$	0

8. STOCKHOLDERS’ EQUITY

COMMON STOCK

The company is authorized to issue 100,000,000 shares of Common Stock (par value $0.001) of which 18,382,750 were issued and outstanding as of January 31, 2008.

The Company declared a stock split of 7 to 1 on April 5, 2006 for all shares outstanding at that date. All references to share and per share amounts in these financial statements have been retroactively adjusted to reflect the stock split.

Incident to the 2006 change in control of the Company, certain changes were made to the Company's capital structure. The Board members serving prior to the change in control tendered an aggregate of 7,000,000 shares of the Company's common stock to the treasury for cancellation. The Company declared a six-for-one stock split on April 5, 2006. Following the stock split the Company's two previously serving directors, Mr. Nigel Johnson and Mr. Alfred Nutt, each tendered an aggregate of 9,000,000 shares of the Company's common stock to the treasury for cancellation. After giving effect to the forgoing changes, the Company's capital structure consisted of 10,162,750 issued and outstanding shares of common stock, of which 7,162,750 shares of common stock were tradable in public markets and 3,000,000 shares of common stock were restricted and not eligible for trading in public markets.  

On September 1, 2006, the Company and Gallant Energy International Inc. (“Gallant”) entered into a Purchase Agreement pursuant to which Gallant sold the Company its interest in a joint venture it formed with certain Chinese entities to develop facilities for the production of ethanol fuel in the People’s Republic of China, in exchange for the issuance of 5,000,000 shares of the Company’s common stock for a value of $143,000 which was recorded as non-cash compensation expense).

34

The Company’s shares of restricted common stock are securities which have not been registered under the United States Securities act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold except as follows: (A) in an offshore transaction complying with rule 903 or rule 904 of regulations S promulgated under the Securities Act ; (B) pursuant to the exemption from registration provided by Rule 144 promulgated under the Securities Act (if available) or another then available exemption under the Securities Act and state securities laws , (C) in a transaction that does not require registration under the Securities Act or any applicable state laws, or (D) pursuant to a registration statement which has been declared effective by the Securities and Exchange Commission ( and which continues to be effective at the time of transfer of such securities).

On November 1, 2006, VP Bank (Schweiz) AG, VP Bank (Schweiz) AG paid five hundred and fifty thousand dollars ($550,000) to purchase from the Company (i) 275,000 shares of the Company's common stock; and (ii) Series A Warrants to purchase up to an additional 137,500 shares of the Company's common stock at an exercise price initially set at $2.50 per share. The relative fair value of the common stock is $436,000 and the relative fair value of the warrants is $114,000.

On November 1, 2006, Sal. Oppenheim Jr. & Cie (Schweiz) AG, Sal. Oppenheim Jr. & Cie (Schweiz) AG paid four hundred and fifty thousand dollars ($450,000) to purchase from the Company (i) 225,000 shares of the Company's common stock; and (ii) Series A Warrants to purchase up to an additional 112,500 shares of the Company's common stock at an exercise price initially set at $2.50 per share. The relative fair value of the common stock is $356,000 and the relative fair value of the warrants is $94,000.

On November 1, 2006, Portu Finance paid five hundred thousand dollars ($500,000) to purchase from the Company (i) 250,000 shares of the Company's common stock; and (ii) Series A Warrants to purchase up to an additional 125,000 shares of the Company's common stock at an exercise price initially set at $2.50 per share. The relative fair value of the common stock is $396,000 and the relative fair value of the warrants is $104,000. The shares were formally issued on December 6, 2006.

On March 8, 2007, Emper Overseas S.A paid five hundred thousand dollars ($500,000) to purchase from the Company (i) 250,000 shares of the Company's common stock; and (ii) Series A Warrants to purchase up to an additional 125,000 shares of the Company's common stock at an exercise price initially set at $2.50 per share. The relative fair value of the common stock is $360,000 and the relative fair value of the warrants is $140,000. The shares were formally issued on March 30, 2007.

On March 8, 2007, Aton Select Fund Limited paid five hundred thousand dollars ($500,000) to purchase from the Company (i) 250,000 shares of the Company's common stock; and (ii) Series A Warrants to purchase up to an additional 125,000 shares of the Company's common stock at an exercise price initially set at $2.50 per share. The relative fair value of the common stock is $360,000 and the relative fair value of the warrants is $140,000. The shares were formally issued on March 30, 2007.

On March 10, 2007, Simeon Securities S.A. paid five hundred thousand dollars ($500,000) to purchase from the Company (i) 250,000 shares of the Company's common stock; and (ii) Series A Warrants to purchase up to an additional 125,000 shares of the Company's common stock at an exercise price initially set at $2.50 per share. The relative fair value of the common stock is $359,000 and the relative fair value of the warrants is $141,000. The shares were formally issued on April 20, 2007.

On March 14, 2007, the Company issued sixty thousand (60,000) shares of common stock to an officer and director of the Company following the reception of a duly filled notice of exercise of common stock options. The proceeds from the exercise of common stock options were $3,000.

On March 15, 2007, the Company issued sixty thousand (60,000) shares of common stock to an officer of the Company following the reception of a duly filled notice of exercise of common stock options. The proceeds from the exercise of common stock options were $3,000.

On March 16, 2007, Capinvest LLC paid one million and five thousand dollars ($1,500,000) to purchase from the Company (i) 750,000 shares of the Company's common stock; and (ii) Series A Warrants to purchase up to an additional 375,000 shares of the Company's common stock at an exercise price initially set at $2.50 per share. The relative fair value of the common stock is $1,079,000 and the relative fair value of the warrants is $421,000. The shares were formally issued on March 30, 2007.

35

On March 30, 2007, pursuant to the Emper Overseas S.A, Aton Select Fund Limited and Capinvest LLC Common Stock Purchase Agreements described above, the Company (i) issued 1,250,000 shares of the Company’s common stock; and (ii) issued Series A Warrants to purchase up to an additional 625,000 shares of the Company’s common stock. The total purchase price paid for the common stock and Series A Warrants pursuant to the Common Stock Purchase Agreements was $2,500,000.

On May 9, 2007, the Company issued forty thousand (40,000) shares of common stock to a former officer of the Company following the reception of a duly filled notice of exercise of common stock options. The proceeds from the exercise of common stock options were $2,000.

On July 27, 2007, Adagio Marine Ltd paid one million and five thousand dollars ($1,500,000) to purchase from the Company (i) 750,000 shares of the Company's common stock; and (ii) Series A Warrants to purchase up to an additional 375,000 shares of the Company's common stock at an exercise price initially set at $2.50 per share. The relative fair value of the common stock is $1,082,000 and the relative fair value of the warrants is $418,000. The shares were formally issued on July 27, 2007.

On August 3, 2007, the Company issued sixty thousand (60,000) shares of common stock to a director of the Company, following the reception of a duly filled notice of exercise of common stock options. The proceeds from the exercise of common stock options were $3,000.

STOCK-BASED COMPENSATION EXPENSE

On October 5, 2006, the Company’s Board of Directors adopted the Company’s 2006 Equity Incentive Plan, which authorizes the Company to issue options for the purchase of up to 2,000,000 shares of the Company’s common stock, pursuant to the terms and conditions set forth therein. The Equity Incentive Plan authorizes the issuance of incentive stock options (ISO) and non-qualified stock options (NQOs) to the Company’s employees, directors or consultants.

During the year ended January 31, 2008, the Company issued 50,000 stock options to directors of the Company with an average exercise price of $2.88 per share. These options vested on August 1, 2007 and expire on August 1, 2012. The options had a fair value of $134,516 at the date of grant. The Company valued these options using the Black-Scholes option-pricing valuation model. The model uses market sourced inputs such as interest rates, stock prices, and option volatilities, the selection of which requires Company management’s judgment, and which may impact the value of the options. The assumptions used in the Black-Scholes valuation model were: a risk-free interest rate of 4.7%; the stock price at date of issuance; the exercise price of the options on estimated life of 5 years; volatility of 161%. For the year ended January 31, 2008, the Company recorded compensation expense of $166,038.

During the year ended November 30, 2006, the Company issued 517,500 stock options to officers and directors of the Company, of which (i) 57,500 such options are exercisable for a purchase price of $2.00 per share and expire on October 5, 2011; (ii) 390,000 such options are exercisable for purchase price of $.05 per share and expire on October 6, 2011, with an average exercise price of $0.30 per share; and (iii) 70,000 such options were cancelled following the resignation of one of the directors in January 2007 . Of the stock options issued, 450,000 vested on October 5, 2006, 33,750 vested on November 1, 2006 and the balance vested on November 1, 2007. These options expire on October 5, 2011 (450,000) and November 6, 2011 (67,500). The options had a fair value of $137,810 at the date of grant.   The Company valued these options using the Black-Scholes option -pricing valuation model. The model uses market sourced inputs such as interest rates, stock prices, and option volatilities, the selection of which requires Company management’s judgment, and which may impact the value of the options. The assumptions used in the Black-Scholes valuation model were: a risk-free interest rate of 4.6% and 4.7%; the current stock price at date of issuance of $0.03 and $2.00 per share; the exercise price of the options of $0.05 and $2.00 per share; the term of 5 years; volatility of 157% and 160%. For the two-month period ended January 31, 2007, the Company recorded compensation expense of $31,522 ($74,766 for the year ended November 30, 2006).

36

A summary of option activity is presented below:

Options	Number of options	Year ended January 31, 2008 Weighted- Average exercise price		Number of options	Two-month Period ended January 31,  2007 Weighted- Average exercise��price		Number of options	Year ended November 30, 2006 Weighted- Average exercise price
Balance beginning of period	447,500		0.30	517,500		0.30
Granted	50,000		2.88	-		-	-
Exercised	220,000		0.05	—		-	517,500		0.30
Cancelled	-		-	70,000		-
Balance end of period	277,500	$	0.96	447,500	$	0.30	517,500	$	0.30
Options exercisable at the end of the period	277,500	$	0.96	418,750	$	0.30	483,750	$	0.30

The aggregate intrinsic value of the options outstanding and the options exercisable on January 31, 2008 is $280,500.

The following table summarizes information about options outstanding and exercisable at January 31, 2008:

			Weighted
	Options		average	Options
	outstanding		contractual life	exercisable
	Number		( in years )	Number
Exercise price
$0.05		170,000	3.75		170,000
$2.00		57,500	3.83		57,500
$2.88		50,000	4.75		50,000
		277,500			277,500

The weighted-average grant-date fair value of options granted during the period ended January 31, 2008 was $2.69 per share.

As of January 31, 2008, there was no unrecognized compensation cost related to non-vested stock options. During the year ended January 31, 2008 the Company issued, a total of two hundred and twenty thousand (220,000) shares of common stock following the reception of duly filled notices of exercise of common stock options.

WARRANTS

The following warrants were issued in the year ended November 30, 2006, in the two-month period ended January 31, 2007 and for the year ended January 31, 2008 and were accounted for in accordance with the fair value method. Where fair value of these warrants was required to be calculated, the fair value was computed using the Black-Scholes Model with the following assumptions: no dividend yield, expected volatility of 160% for a two-year warrant and a risk-free interest rate range of 4.7% for a two-year warrant.

On November 1, 2006, 500,000 shares of common stock with 250,000 warrants were sold for $1,000,000. The warrants have an exercise price of $2.50 and expire in 2 years. The relative fair value of the common stock is $792,000 and the relative fair value of the warrants is $208,000. The shares were issued on November 20, 2006.

37

On November 1, 2006, 250,000 shares of common stock with 125,000 warrants were sold for $500,000. The warrants have an exercise price of $2.50 and expire in 2 years. The relative fair value of the common stock is $396,000 and the relative fair value of the warrants is $104,000. The shares were issued on December 6, 2006.

On March 8, 2007, 500,000 shares of common stock with 250,000 warrants were sold for $1,000,000. The warrants have an exercise price of $2.50 and expire in 2 years. The relative fair value of the common stock is $720,000 and the relative fair value of the warrants is $280,000. The shares were issued on March 30, 2007.

On March 10, 2007, 250,000 shares of common stock with 125,000 warrants were sold for $500,000. The warrants have an exercise price of $2.50 and expire in 2 years. The relative fair value of the common stock is $359,000 and the relative fair value of the warrants is $141,000. The shares were issued on April 20, 2007.

On March 16, 2007, 750,000 shares of common stock with 375,000 warrants were sold for $1,500,000. The warrants have an exercise price of $2.50 and expire in 2 years. The relative fair value of the common stock is $1,079,000 and the relative fair value of the warrants is $421,000. The shares were issued on March 30, 2007.

On July 27, 2007, 750,000 shares of common stock with 375,000 warrants were sold for $1,500,000. The warrants have an exercise price of $2.50 and expire in 2 years.   The relative fair value of the common stock is $1,082,000 and the relative fair value of the warrants is $418,000. The shares were issued on July 27, 2007.

Summary information regarding warrants is as follows:

		Exercise
	Warrants	Price
Year ended November 30, 2006:
Granted	250,000	$	2.50
Outstanding at November 30, 2006	250,000	$	2.50
Granted- December 2006	125,000	$	2.50
Outstanding at January 31, 2007	375,000	$	2.50
Granted- 2008	1,125,000	$	2.50
Outstanding at January 31, 2008	1,500,000	$	2.50
Exercisable at January 31, 2008	1,500,000

9. GRANT

On June 9, 2006, the Hami District of Xinjiang Province granted to the Venture a Deed of Use for 150 acres of industrial land for the construction and operation of the Venture’s ethanol manufacturing plant (the “Grant”). On November 28, 2006, the Grant was approved and confirmed by the issuance of a Land Approval Confirmation from the Hami City Land Resource Bureau. This Land Approval Confirmation will terminate on November 27, 2056. The Xinjiang People’s Government has waived the Venture’s obligation to pay a Land Use Compensation Fee and a New Construction Compensation Fee. The People’s Republic of China does not permit private ownership of land by foreign enterprises, and similar properties are not offered for lease in the market. Accordingly it is not possible for the Venture to establish a value for the Grant.

38

10. COMMITMENTS

The Company has entered into a lease agreement for office space in Pointe-Claire, Quebec, Canada with Flairbase Inc. The president of Flairbase Inc. is a former director of the Company . The lease   expires in August 2008 and calls for lease payments of $569 per month. The minimum lease payments for the next year are $4,552 in fiscal 2009. Rental expense under the operating lease amounted to $5,472 for the year ended January 31, 2008, and $890 for the two-month period ended January 31, 2007.

On November 25, 2006, the Company, Xinjiang Wangye Brewing Co. Ltd. and Guangdong Kecheng Trading Co. Ltd.   executed a Memorandum which provides for the increase of the total investment in the Venture to RMB 50,000,000 and the registered capital to RMB 31,100,000. The participation of each party remains the same. The Memorandum provides that the Company will use commercially reasonable efforts to facilitate bank loans to enable Xinjiang Wangye Brewing Co. Ltd. and Guangdong Kecheng Trading Co. Ltd to invest in the Venture a total amount of approximately 125,000USD each, the said amounts being used for the payment of their registered capital.

11. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

On June 5, 2006 a Change of Control occurred in the Company. Nigel Johnson and Alfred Nutt (the "Sellers") sold 3,000,000 restricted common shares of the Company to five individuals and entities: Fiducie Chevrette, Gaetan Leonard, Lai Yin Cheung, Capex Investments Limited, and Sun Rich International Limited (collectively, the “Purchasers”). The Purchasers purchased these shares pursuant to a Securities Purchase Agreement dated as of June 5, 2006 (the “Securities Purchase Agreement”). The Purchasers paid a total sum of $50,010 for the 3,000,000 restricted common shares held by the Sellers, which represented 29.5% of the 10,162,750 issued and outstanding shares of the Company as of June 5, 2006.

In connection with the execution of the Securities Purchase Agreement, the Company’s directors and its President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer resigned on June 5, 2006. Mr. Guy Chevrette, Mr. James Pak Chiu Leung, and Mr. Gaetan Leonard were each appointed as the directors of the Company. Mr. Leonard subsequently resigned on September 5, 2006. Mr. James Pak Chiu Leung has served as the Company’s Chief Executive Officer since that date.

The Company was charged $2,000 during 2008 ($4,000 for 2007) for fees by Kayplan International Consultants Limited (Kayplan) for the provision of technical and commercial consulting and support services to the Company. Kayplan is controlled by Naim Kosaric, who is a director of the Company, the six month ($2,000 per month) contract ended in February 2007.

The Company is currently renting office space in Pointe-Claire, Quebec, Canada from Flairbase Inc. The president of Flairbase Inc. is a former director of the Company. Pursuant to this lease, the Company pays $569 per month. The lease expires in August 2008.

12. FINANCIAL INSTRUMENTS

Fair value of financial instruments

The fair values of cash, accounts payable and accrued liabilities and the note payable approximate their carrying amounts given that they will mature shortly.

Foreign exchange risk

The Company is exposed to foreign exchange risk due to cash, sales taxes receivable and accounts payable and accrued liabilities denominated in Canadian dollars and RMBs. As of January 31, 2008, assets denominated in Canadian dollars and RMBs consisting of cash and sales taxes receivable totaled CDN$90,373 and 210,135RMB (CDN$13,565 and none in RMB at January 31, 2007) and accounts payable and accrued liabilities denominated in Canadian dollars totaled CDN$66,330 and 45,880 in RMB (CDN$47,820 and 2,668,846 RMB at January 31, 2007).

39

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash accounts at two financial institutions. The Company periodically evaluates the credit worthiness of financial institutions, and maintains cash accounts only in large high quality financial institutions, thereby minimizing exposure for deposits in excess of federally insured amounts. On occasion, the Company may have cash in banks in excess of federally insured amounts. The Company believes that credit risk associated with cash is remote.

13. SUBSEQUENT EVENTS

On February 11, 2008 the Company changed its name to Tiger Renewable Energy Ltd.

40

ITEM 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On May 12, 2009, the Company dismissed its independent auditor, Raymond Chabot Grant Thornton, LLP and appointed Paritz and Company P.A., as its independent auditor. During the Company's fiscal year ended January 31, 2008 and the two-month period ended January 31, 2007, the opinion of Raymond Chabot Grant Thornton, LLP on the Company's financial statements did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except as follows: the independent auditor's reports of Raymond Chabot Grant Thornton, LLP dated May 20, 2008 (for the year ended January 31, 2008) and October 9, 2007 (for the two month period ended January 31, 2007) contained "going concern" qualifications. These qualifications questioned the Company’s ability to raise additional funds through either the sale of equity securities or issuance and stressed the absence of any resulting adjustments in the financial statements; thus raising substantial doubts regarding the Company's ability to continue as a going concern. During the Company's two most recent fiscal years, and through the date of their dismissal, there were no disagreements with Raymond Chabot Grant Thornton, LLP, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Raymond Chabot Grant Thornton, LLP satisfaction, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. The Company has had no disagreements with its prior accountants or its current accountants on accounting matters or financial disclosures.

On March 30, 2007, the Company dismissed its independent auditor, Malone & Bailey, PC. and appointed Raymond Chabot Grant Thornton, LLP, as its independent auditor. During the Company's two most recent fiscal years the opinion of Malone & Bailey, PC on the Company's financial statements did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except as follows: the independent auditor's report of Malone & Bailey, PC dated March 12, 2007 (for the year ended November 30, 2006) contained "going concern" qualifications. This qualification questioned the Company’s ability to raise additional funds through either the sale of equity securities or issuance and stressed the absence of any resulting adjustments in the financial statements; thus raising substantial doubts regarding the Company's ability to continue as a going concern. During the Company's two most recent fiscal years, and through the date of their dismissal, there were no disagreements with Malone & Bailey, PC, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Malone & Bailey, PC's satisfaction, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. The Company has had no disagreements with its prior accountants or its current accountants on accounting matters or financial disclosures.

ITEM 9A:  CONTROLS AND PROCEDURES

As of the end of the period covered by this Report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934 (the “Exchange Act”). Based on their evaluation of our disclosure controls and procedures as of January 31, 2009, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and this information is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosures.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) of the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

41

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, under the supervision of the Company’s Chief Financial Officer, conducted an evaluation of the effectiveness of internal control over financial reporting as of January 31, 2009 based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The objective of this evaluation was to determine whether the internal control over financial reporting was effective. 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

In its assessment of internal control over financial reporting as of January 31, 2009, management identified a material weakness (as defined in Public Company Accounting Oversight Board Standard No. 2) in our internal control over financial reporting regarding a lack of adequate segregation of duties and concluded that such controls were not effective as of January 31, 2009.

This Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended January 31, 2009 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

ITEM 9B: OTHER INFORMATION

Not Applicable.

42

PART III

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    

The following table presents information with respect to our officers, directors and significant employees as of January 31, 2009:

Name	Age	Position
Robert G. Clarke	64	Chairman of the Board, Chief Executive Officer, President and Director
Michel St-Pierre	47	Chief Financial Officer
Claude Pellerin	39	Director

Each director serves until our next annual meeting of the stockholders or unless they resign earlier. The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors.

Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office.

Biographical Information Regarding Officers and Directors

Robert Clarke, Chairman, CEO and Director. Since June 2000, Mr. Clarke has been Chairman and Chief Executive Officer of 7bridge Capital Partners, a private venture capital group in Hong Kong. Prior to moving to Hong Kong Mr. Clarke was based in Vancouver, BC and played a key role in the start-up and financing of several Canadian and United States companies in the high technology and telecommunications sectors. Since mid 2001 he has been based in Hong Kong and involved in private and public companies, with a particular emphasis on the development of China opportunities. Prior to moving to Hong Kong in June 2001, Mr. Clarke served as a Director and as President and Chief Executive Officer of Waverider Communications Inc. from January 1997 to December 1997. He was a Director and Chairman of TEK Digitel Corp. from June 1998 until September 1999. Mr. Clarke also served as the Chairman of the Board of Directors of ePhone Telecom Inc. from April 1999 until July 21, 2000 when he resigned from the Board. He rejoined the Board on December 1, 2000 once again becoming Chairman, which position he held until September 12, 2002. He resigned from the ePhone Board on December 30, 2002. He also served as the Chief Executive Officer of ePhone from June 3, 1999 to July 21, 2000 and again from December 1, 2000 to July 1, 2002. For three periods: June 3, 1999 to August 8, 1999; March 9, 2000 to April 1, 2000; and December 1, 2000 to April 1, 2001 he also served as President. Mr. Clarke has also been Director and Chairman of the Board of Directors of Manaris Corporation (formerly C-Chip Technologies Corporation) from January 2003 to August 23, 2006 on which date resigned as both Chairman and a director. Mr. Clarke has also been Chairman of Cardtrend International Inc. since Oct. 2, 1998, except for a period from Dec. 17, 2004 to Oct. 5, 2005, until resigning in January 2008. He also served a Chief Executive Officer of Cardtrend (then called Asia Payment Systems Inc.) from Oct. 15, 2005 until May 22, 2006.

Michel St-Pierre, Chief Financial Officer. Mr. St-Pierre has served as an officer of the Company since January, 2007. Mr. St-Pierre is a registered chartered accountant in Quebec, Canada. Before working for the Company, Mr. St-Pierre held positions as the Finance Director (comparable to Corporate Treasurer) at SPB Canada Inc. from 2004-2006, Symbior Technologies Inc. from 2003-2004, and Boulangeries Comas Inc. from 2000-2003.

Claude Pellerin, Secretary. Mr. Pellerin has served as an officer of the Company since November, 2006. Mr. Pellerin is a corporate attorney and a partner in the law firm of Kaufman Laramee LLP. Since 2002, Mr. Pellerin has served as Director, President, Treasurer and Secretary of Capex Investments (Canada) Limited, an investments and financing corporation based in Montreal, Quebec. Since 2005, Mr. Pellerin has served as a Director of XL Generation International Inc., a Nevada corporation listed on the OTCBB. From 2001-2002, Mr. Pellerin served as Secretary for Equilar Capital Corporation, an Ontario Corporation listed on the Toronto Stock exchange. Between 2002 and 2004, Mr. Pellerin served as Vice President for legal affairs for Manaris Corporation, a Nevada corporation listed on the OTCBB. Since 2003, Mr. Pellerin has served as Secretary of Gourmet Flash Inc., a Quebec corporation, and from 2004-2005 served as a Director to Canadian Security Agency (2004) Inc.

43

Board Committees

The Company’s Board of Directors currently has an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Disclosure Policy Committee.

On September 30, 2006, the Company’s Board of Directors established an Audit Committee to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing (a) the financial reports and other financial information provided by the Company to any governmental body or the public; (b) the Company’s systems of internal controls regarding finance, accounting, legal compliance and ethics; and (c) the Company’s auditing, accounting and financial reporting processes. The Company’s Audit Committee consisted of Arthur Rawl and Guy Chevrette until their resignations on June 25, 2008 and July 12, 2008.  The full board has carried out the functions and responsibilities since their resignation. The Company has adopted those standards for independence contained in the Nasdaq Marketplaces Rules, Rule 4350(d) and Rule 4200(a)(15). We have an audit committee charter which was included as an exhibit to the Company’s Report on Form 10-QSB and filed with the Securities and Exchange Commission on October 23, 2006.

On September 30, 2006 the Company’s Board of Directors established a Compensation Committee. The primary responsibility of the executive compensation committee shall be to approve the compensation arrangements for the Company's senior management and to periodically review the compensation paid to the Board. The composition of the Committee shall be determined by the Board of Directors, provided that the Committee shall always have at least two members. The members of the Committee were Messrs. Guy Chevrette and Naim Kosaric until their departure in June 25, 2008 and January 26, 2009.  The full board has carried out the functions and responsibilities since their resignation.

A Nominating and Corporate Governance Committee was created on September 30, 2006. The Committee shall be composed of at least two and no more than seven Board members. The Purpose of the Committee is to identify and recommend nominees for the Board of Directors and its committees; review and recommend to the Board of Directors, or independently take, action on various Company corporate governance issues; received and respond to certain complaints raised by the Company’s employees relating to the Company’s Code of Business Conduct and Ethics, and; supervised the Company’s Chief Financial Officer in the context of the Code of Business Conduct and Ethics. Messrs. Guy Chevrette and Naim Kosaric were members of the Committee until their departure. The full board has carried out the functions and responsibilities since their resignation.

Section 16 (a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms we received, we believe that during the year ended January 31, 2009 all such filing requirements applicable to our officers and directors were complied with, except that reports were filed late by the following persons:

Name and principal position	Number of Late Reports		Transactions Not Timely Reported		Known Failures to File a Required Form
James Pak Chiu Leung former CEO, President and Director		1		4		0
Michel St-Pierre Chief Financial Officer		1		1		1
Claude Pellerin Director		1		2		0
Robert Clarke Director		1		3		0
Gallant Energy International Inc. 10% Owner		1		1		0

44

Code of Conduct

Our Board of Directors adopted a Code of Conduct that applies to all directors, officers and employees of the Company or Company’s subsidiaries. The purpose of the Code is to encourage a culture of honesty, accountability and mutual respect among the Company personnel, to provide guidance to help the Company personnel to recognize and deal with ethical issues and to provide mechanisms for the Company personnel to report unethical conduct.

As soon as the Company’s website will be developed, we intend to provide a copy of the Company’s Code of Conduct on such website. In the event of any amendments to or waivers from the provisions of this Code of Conduct, we intend to describe on our Internet website, within four business days following the date of a waiver or a substantive amendment, the date of the waiver or amendment, the nature of the amendment or waiver, and the name of the person to whom the waiver was granted.

A copy of the code of ethics was included as an exhibit to the Company Form 8-K filed with the Securities and Exchange Commission on August 31, 2006. At the present time, any person may seek request that a copy of the Company’s Code of Conduct be mailed to them free of charge by contacting the Company at the following address and telephone number:

TIGER RENEWABLE ENERGY LTD.

Sino Favour Centre

1 On Yip Street, Suite 1302

Chai Wan, Hong Kong

Tel: 514-402-2538

Fax: 852-2158-3608

Attention: Mr. Robert C. Clarke

Chief Executive Officer, President and Director

45

ITEM 11: EXECUTIVE COMPENSATION

The following table sets forth compensation for each of the past three fiscal years with respect to each person who served as Chief Executive Officer of the Company and each of the four most highly-compensated executive officers of the Company who earned a total annual salary and bonuses that exceeded $100,000 in any of the three preceding fiscal years.

Summary Compensation Table

Name and Principal Position	Year (1)(2)		Salary ($)	Option Awards ($)		Total
James Pak Chiu Leung (3) former CEO, President and Director		2009	70,000		0	70,000
		2008	131,000		0	131,000
		2007	18,000		20,243	38,243
Michel St-Pierre (7) CFO		2009	116,694		0	116,694
		2008	109,359		0	109,359
		2007	0		0	0
Robert G. Clarke CEO, President and Director (6)		2009	0		0	0

(1)  No officers earned over $100,000 in any of the three preceding years, other than as set forth above.

(2)  The Company’s fiscal year ends January 31st. The Company changed its fiscal year-end from November 30, 2006 to January 31, 2007. Note that 2007 only covers two months.

(3)  Mr. Leung served as the Company’s Chief Executive Officer, President and Director from June 5, 2006 until September 9, 2008.

(4)  Mr. Leung was granted stock options to purchase 70,000 shares. The Company valued these options using the Black-Scholes option -pricing valuation model. The model uses market sourced inputs such as interest rates, stock prices, and option volatilities, the selection of which requires Company management’s judgment, and which may impact the value of the options. The assumptions used in the Black-Scholes valuation model were: a risk-free interest rate of 4.6% and 4.7%; the current stock price at date of issuance of $0.03 and $2.00 per share; the exercise price of the options of $0.05 and $2.00 per share; the term of 5 years; volatility of 157% and 160%.

(5)  The stock options granted to Mr. Leung have vested as follows: 60,000 were granted on October 5, 2006 and vested immediately, 5,000 were granted on November 6, 2006, and vested on that date, and 5,000 were granted on November 6, 2006 and vested on November 6, 2007.

(6)  Mr. Clarke was appointed as the Company’s President and CEO on September 12, 2008.

(7)  Mr. St-Pierre has served as the Chief Financial Officer of the Company since January 9, 2007.

None of the officers earned any bonus, restricted stock awards, LTIP Payouts or any other annual or long term compensation except as set forth in the table above.

46

Outstanding Equity Awards at Fiscal Year-End (1)

The following table provides the information regarding outstanding options owned by the named executive officers and directors as of January 31, 2009. We have never granted any stock appreciation rights.

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price		Option Expiration Date
James Pak Chiu Leung CEO, President and Director		5,000	0		2.00	November 6, 2012
		5,000	0		2.00	November 6, 2011
Claude Pellerin, Director		5,000	0		2.00	November 6, 2012
		5,000	0		2.00	November 6, 2011

(1) The Company’s fiscal year ends January 31st.

(2) Mr. Leung served as the Chief Executive Officer, President and Director of the Company from June 5, 2006 to September 9, 2008.

Director Compensation

The persons who served as members of our board of directors, including executive officers, did not receive any compensation for services as a director in the fiscal year ended January 31, 2009.

The Company does not currently have an employment or other compensation agreement with any of the directors; all directors are compensated according to the schedule above.

Employment Contracts

As of January 31, 2009 the Company did not have any employment contracts with any officer, director or other employees.

Equity Incentive Plan

On October 5, 2006, the Company’s Board of Directors adopted the Company’s 2006 Equity Incentive Plan, which authorizes the Company to issue options for the purchase of up to 2,000,000 shares of the Company’s common stock, pursuant to the terms and conditions set forth therein. The Equity Incentive Plan authorizes the issuance of incentive stock options (ISO) and non-qualified stock options (NQOs) to our employees, directors or consultants.

During the year ended November 30, 2006, the Company issued 517,500 stock options to officers and directors of the Company with an average exercise price of $0.30 per share. Of the stock options issued, 450,000 were vested on October 5, 2006, 33,750 were vested on November 1, 2006 and the balance will vest on November 1, 2007. Following the resignation of one of our directors in January 2007, 70,000 such options were cancelled.

During the month of August, 2007, the Company issued 50,000 stock options to officers and directors of the Company with an average exercise price of $2.86 per share. Of the stock options issued, 50,000 vested on August 1, 2007.

No options were exercised during the year ended January 31, 2009.

47

As of January 31, 2009 we had three directors and officers eligible to receive options under the Equity Incentive Plan. Options to buy 277,500 shares of common stock were outstanding under the Equity Incentive Plan and 1,722,500 shares remained available for grants under this plan.

Administration

The compensation committee is empowered to select those eligible persons to whom options shall be granted under the 2006 Equity Incentive Plan; to determine the time or times at which each option shall be granted, whether options will be ISOs or NQOs and the number of shares to be subject to each option; and to fix the time and manner in which each option may be exercised, including the exercise price and option period, and other terms and conditions of options, all subject to the terms and conditions of the 2006 Equity Incentive Plan. The compensation committee has sole discretion to interpret and administer the Plan, and its decisions regarding the Plan are final.

Option Price

Each grant shall specify an option price per share, which shall be equal to or greater than the fair market value per share on the grant date; provided that in the case of any incentive stock option granted to a person who on any given date owns, either directly or indirectly (taking into account the attribution rules contained in Section 424(d) of the Code), stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or any subsidiary, the option price shall not be less than 110% of the fair market value of a share on the date of grant.

Amendment and Termination

The Plan may be amended from time to time by the Board, but no such amendment shall increase any of the limitations concerning the shares or options available under the Plan, other than to reflect an adjustment made in accordance with Section 14 of the Plan (i.e. dilution, enlargement of the rights of participants in the Plan), change the class of persons eligible to receive grants of awards or the types of awards available under the Plan and increase the benefits to participants under the Plan, in any such case without the further approval of the stockholders of the Company. The Board will also condition any amendment on the approval of the stockholders of the Company if such approval is necessary with respect to the applicable listing or other requirements of a national securities exchange or other applicable laws, policies or regulations, and the Board may condition any amendment on the approval of the stockholders of the Company if such approval is deemed advisable to comply with such requirements.

The Plan shall terminate on the tenth anniversary of the date upon which it is approved by the stockholders of the Company, and no award shall be granted after that date.

Indemnification Agreement

Through its Indemnification Agreement, the Company agrees to indemnify directors and officers, to the extend provided for in the Agreement, and to hold them harmless from and against, any losses or expenses at any time incurred by or assessed against them arising out of or in connection with their work as a director, advisory director, Board Committee member, officer, employee or agent of the Company or of an affiliate, whether the basis of such proceeding is alleged action in an official capacity or in any other capacity while serving as an officer or director of the Company or of an Affiliate, to the fullest extent permitted by the laws of the State of New York in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification.

Whistleblower Procedures Policy

In accordance with the requirements of Section 301 of the Sarbanes-Oxley Act of 2002, the Audit Committee of the Board of Directors the Company has adopted this Whistleblower Procedures Policy, stating that all employees of the Company and its subsidiaries are strongly encouraged to report any evidence of financial irregularities which they may become aware of, including those with respect to internal controls, accounting or auditing matters. Under this Whistleblower Procedures Policy, the management of the Company shall promptly and periodically communicate to all employees with access to accounting, payroll and financial information the means by which they may report any such irregularities. In the event an employee is uncomfortable for any reason reporting irregularities to his or her supervisor or other management of the Company, employees may report directly to any member of the Audit Committee of the Company. The identity of any employee reporting under these procedures will be maintained as confidential at the request of the employee, or may be made on an anonymous basis. Notice must be provided to all of the Company’s employees with access to accounting, payroll and financial information in respect of these procedures.

48

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS    

The following chart sets forth equity compensation plan securities issuances and availability as of January 31, 2009.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average  exercise price of  outstanding options,  warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
	(a)		(b)	(c)
Equity compensation plans approved by security holders		n/a	n/a		n/a
Equity compensation plans not approved by security holders		2,000,000	0.96		1,722,500
Total		2,000,000	0.96		1,722,500

On October 5, 2006, the Company’s Board of Directors adopted an Equity Incentive Plan, and authorized the Company to issue options for the purchase of up to 2,000,000 shares of the Company’s common stock, pursuant to the terms and conditions set forth therein.

49

The following table sets forth certain information regarding the beneficial ownership of Common Stock as of January 31, 2009 by (i) each director of the Company, (ii) each of the Company's officers named in the Summary Compensation Table, (iii) each person who is known by the Company to be the beneficial owner of more than five percent of the Company's outstanding Common Stock, and (iv) all directors and executive officers as a group. Except as otherwise indicated below, each person named has sole voting and investment power with respect to the shares indicated. The percentage of ownership set forth below reflects each holder's ownership interest in the 19,309,441 shares of the Company's common stock outstanding as of January 31, 2009.

Amount and Nature of

Beneficial Ownership

Name and Address of Beneficial Owner	Shares		Options/ Warrants (1)	Total (1)		Percentage of Shares Outstanding (1)
Five Percent Stockholders
Gallant Energy International Inc. (2)		5,000,000	0		5,000,000	25.89	%
Capex Investements Limited (3)		1,500,000	0		1,500,000	7.8	%
Capinvest LLC		750,000	375,000		1,125,000	5,83	%
Adagio Marine Inc.		750,000	375,000		1,125,000	5,83	%
Executive Officers and Directors
Robert Clarke Chairman and CEO		0	0		0	0
Claude Pellerin Director		62,020	5,000		67,020	*
Michel St-Pierre Chief Financial Officer		0	0		0	0	%
All officers and directors as group (3 persons)		62,020	5,000		67,020	0	%

* Less than 1%.

The mailing address for each of the listed individuals is c/o Tiger Renewable Energy Ltd., Sino Favour Centre, 1 On Yip Street, Suite 1302, Chai Wan, Hong Kong.

(1)   Includes options and warrants exercisable as of the date hereof or within 60 days hereafter. The Company is unaware of any pledges of any shares, options or warrants by any of the individuals or entities listed above.

(2)     5,000,000 shares of the Company’s common stock are held by Gallant Energy International Inc. (“Gallant”). All of the owners of Gallant were parties to the Securities Purchase Agreement referenced above. The ownership of Gallant is as follows: 50% by Capex Investments Limited, 30% by Larinton Investments S.A. and 20% by Fiducie Chevrette.

(3)   1,500,000 shares of the Company’s common stock are held by Capex Investments Limited (“Capex”). Mr. Harry Choi, President and Sole Director of Capex, has voting and investment control over the securities held by Capex, and is therefore deemed to be the beneficial owner of such securities.

 Changes in Control

As of the date of filing of this Report, the Company is unaware of any arrangement which may result in a change in control.

50

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Review by Board of Directors

The Board of Directors of the Company has ratified and approved of the foregoing transaction. On the basis of its review, the Board of Directors concluded that the terms and conditions of this transaction are fair and reasonable to the Company. The Board of Directors of the Company furthermore concluded that this transaction will ultimately benefit the Company’s shareholders, notwithstanding the related-party aspect of this transaction.

Director Independence

As of the date of this Report we have two persons serving as Directors: Robert Clarke and Claude Pellerin.  Our Board of Directors has determined that neither of these directors is independent.  The Company has adopted the standards for Director independence contained in the Nasdaq Marketplaces Rule 4200(a)(15).

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES    

Audit Fees

The aggregate fees of Paritz and Company, P.A. for professional services rendered for the audit of the Company's annual financial statements for the year ended January 31, 2009, totaled $15,000.

The aggregate fees of Raymond Chabot Grant Thornton, LLP for professional services rendered for the preparation of a SB-2 and the audit of the Company's annual financial statements including the review of the interim financial statements for the periods ended April 30, 2008, July 31, 2008, October 31, 2008 and for the year ended January 31, 2008, totaled $58,868.

Audit-Related Fees

The aggregate fees billed by Paritz and Company, P.A. for audit related services for the year ended January 31, 2009, and which are not disclosed in "Audit Fees" above, were $0.

The aggregate fees billed by Raymond Chabot Grant Thornton, LLP for audit related services for the year ended January 31, 2008, and which are not disclosed in "Audit Fees" above, were $0.

Tax Fees

The aggregate fees billed by Paritz and Company, P.A. for tax compliance for the year ended January 31, 2009, were $0.

The aggregate fees billed by Raymond Chabot Grant Thornton, LLP for tax compliance for the year ended January 31, 2008, were $2,237.

All Other Fees

The aggregate fees billed by Paritz and Company, P.A. for services other than those described above, for the year ended January 31, 2009, were $0.

The aggregate fees billed by Raymond Chabot Grant Thornton, LLP for services other than those described above, for the year ended January 31, 2008, were $0.

Audit Committee Pre-Approval Policies

Our Board of Directors reviewed the audit and non-audit services rendered by Paritz and Company, P.A. and Raymond Chabot Grant Thornton LLP during the periods set forth above and concluded that such services were compatible with maintaining the auditors’ independence. All audit and non-audit services performed by our independent accountants are pre-approved by our Board of Directors to assure that such services do not impair the auditors’ independence from us.

51

PART IV

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit No.	Description of Exhibits
Exhibit 3.1	Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on December 17, 2004.
Exhibit 3.2	Bylaws, incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on December 17, 2004.
Exhibit 3.3	Articles of Incorporation, as amended, incorporated by reference to Exhibit 3.3 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 30, 2006.
Exhibit 3.4	Amendment to the Company’s Bylaws, incorporated by reference to Exhibit 3.4 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 17, 2007.
Exhibit 10.16	Stock Purchase Agreement by and between the Company and Adagio Marine Ltd, dated July 27, 2007, incorporated by reference to Exhibit 10.16 to the Company’s Report on Form 10-QSB, filed with the Securities and Exchange Commission on September 20, 2007.
Exhibit 10.17	Series A Warrant issued to Adagio Marine Ltd, dated July 27, 2007, incorporated by reference to Exhibit 10.17 to the Company’s Report on Form 10-QSB, filed with the Securities and Exchange Commission on September 20, 2007.
Exhibit 10.26	Memorandum by and between the Company, Xinjiang Wangye Brewing Co. Ltd. and Guangdong Kecheng Trading Co., dated as of June 6, 2007, incorporated by reference to Exhibit 10.26 to the Company’s Amended Registration Statement Form SB-2/A, filed with the Securities and Exchange Commission on January 29, 2008.
Exhibit 10.27	Exchange Agreement by and between the Company and DT Crystal Holdings Limited, dated as of June 19, 2008, incorporated by reference to Exhibit 10.27 to the Company’s Report on Form 10-Q, filed with the Securities and Exchange Commission on September 18, 2008.
Exchange 10.28	Exchange Agreement by and between the Company and Buck Master Overseas, dated as of  August 12, 2008, incorporated by reference to Exhibit 10.28 to the Company’s Report on Form 10-Q, filed with the Securities and Exchange Commission on December 15, 2008.
Exhibit 10.29	Working Interest Purchase and Sale Agreement, by and between the Company and Wellington Capital Management Inc., dated as of January 29, 2009.
Exhibit 10.30	Assignment and Assumption Agreement, by and between the Company and DT Crystal Holdings Limited, dated as of January 31, 2009.
Exhibit 10.31	Convertible Note Agreement, by and between the Company and Wellington Capital Management Inc., dated as of February 2, 2009.
Exhibit 10.32	Termination of Working Interest Purchase and Sale Agreement, by and between the Company and Wellington Capital Management Inc., dated as of April 28, 2009, incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on May 5, 2009.

52

Exhibit 10.33	Termination and Discharge of Convertible Note Agreement, by and between the Company and Wellington Capital Management Inc., dated as of April 28, 2009, incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on May 5, 2009.
Exhibit 10.34	Mutual Release, by and between the Company and Wellington Capital Management Inc., incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on May 5, 2009.
Exhibit 14.1	Code of Conduct, incorporated by reference to Exhibit 14.1 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on August 31, 2006.
Exhibit 14.2	Equity Incentive Plan, incorporated by reference to Exhibit 14.2 to the Company’s Report on Form 10-QSB, filed with the Securities and Exchange Commission on October 23, 2006.
Exhibit 14.3	Audit Committee Charter, incorporated by reference to Exhibit 14.3 to the Company’s Report on Form 10-QSB, filed with the Securities and Exchange Commission on October 23, 2006.
Exhibit 14.4	Whistleblower Procedures Policy, incorporated by reference to Exhibit 14.4 to the Company’s Report on Form 10-QSB, filed with the Securities and Exchange Commission on October 23, 2006.
Exhibit 14.5	Governance Charter, incorporated by reference to Exhibit 14.5 to the Company’s Report on Form 10-QSB, filed with the Securities and Exchange Commission on October 23, 2006.
Exhibit 14.6	Compensation Charter, incorporated by reference to Exhibit 14.6 to the Company’s Report on Form 10-QSB, filed with the Securities and Exchange Commission on October 23, 2006.
Exhibit 21	List of Subsidiaries.
Exhibit 31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2	Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

53

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TIGER RENEWABLE ENERGY LTD.
May 18, 2009
	By:	/s/ Robert Clarke
		Name:   Robert Clarke
		Title:     Principal Executive Officer

By:	/s/ Michel St-Pierre
	Name:   Michel St-Pierre
	Title:     Principal Financial Officer and               Principal Accounting Officer

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

/s/ Robert Clarke
Name:	Robert Clarke
Title:	Chairman of the Board, CEO and President
Dated:	May 18, 2009
/s/ Claude Pellerin
Name:	Claude Pellerin
Title:	Director
Dated:	May 18, 2009

54