[PRELIMINARY PROSPECTUS Subject to Completion Dated November 16, 2009 2,500,000 Shares Andatee China Marine Fuel Services Corporation Common Stock This is a firm commitment initial public offering of 2,500,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price for the shares of common stock offered] [November 16, 2009 Board of Directors Andatee China Marine Fuel Services Corporation Dalian Ganjingzi District, Dalian Wan Lijiacun Unit C, No. 68 West Binhai Road, Xigang District Dalian People’s Republic of China On the basis of the foregoing, and in reliance thereon, we are of the opinion that: Very truly yours, Cozen O’Connor Cozen O’Connor 2 EX-5.1 11 v165319_ex5-1.htm] [LOCK-UP AGREEMENT ________________, 2009 Rodman & Renshaw, LLC th 1251 Avenue of the Americas, 20 New York, NY 10020 Newbridge Securities Corporation Fort Lauderdale, Florida 33309 1451 West Cypress Creek Road, Suite 204 Re: Lock-Up Agreement Ladies and Gentlemen: This letter agreement (the “Agreement”) relates to the initial public offering (the “Offering”) by Andatee China Marine Fuel Services Corporation, a] [EMPLOYMENT AGREEMENT Agreement Executive Employer EMPLOYMENT AGREEMENT (this “ In consideration of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. EMPLOYMENT OF EXECUTIVE. Employer hereby agrees to employ Executive, and Executive hereby agrees to be and] [Supplemental Agreement Supplemental Agreement Agreement Oriental Company This Supplemental Agreement (the “ WHEREAS: Star Blessing Andatee Goodwill Fusheng Oriental Subsidiaries WHEREAS: Transfer Share NOW, THRERFORE, 1, Amendment to the Agreement. 1) Article 2 of the Agreement will cease to be effective. 2) Ms. LAI WaiChi agrees that Mr. An Fengbin will be entitled to the right of obtaining the Transfer] [Authorization Agreement Agreement Minority Shareholders This Authorization Agreement (this “ WHEREAS Xingyuan WHEREAS WHEREAS WHEREAS , Star Blessing wholly-owned by Ms. LAI WaiChi, a citizen of Hong Kong; Goodwill WHEREAS WHEREAS NOW, THEREFORE, in consideration of the mutual promises of the parties and the terms and conditions hereof, the parties hereby agree as follows: 1, Authorization of Minority Interests The] [Authorization Letter H412251(A) 210211196701081410 I, Mrs.LAI WaiChi ,a citizen of the Hong Kong (the “HK”) with the ID No. of As the sole director of Oriental, Star Blessing, Goodwill and the potential wholly foreign owned enterprise(WFOE) in Dalian, China, I irrevocably authorize Mr. An Fengbin to exercise director’s rights of Oriental, Star Blessing, Goodwill and WFOE. I undertake that I] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form S-1 of our reports dated August 24, 2009 (except for the second paragraph of Note 1, Note 2(x) and Note 19, as to which the date is November 6, 2009) relating to the combined and consolidated financial statements of Goodwill Rich]

[Calculation of Registration Fee Title of Each Class of Securities to Be Registered (1) Amount to Be (2) Proposed (2) Proposed Amount of (3) Common stock 2,875,000 8.00 23,000,000] [Andatee China Marine Fuel Services Corporation Underwriting Agreement _______________, 2009 Rodman & Renshaw LLC th 1251 Avenue of the Americas, 20 New York, NY 10020 Newbridge Securities Corporation 1451 West Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 As Representatives of the several Underwriters named in Schedule I hereto Dear Sirs: Andatee China Marine Fuel Services Corporation, a Delaware] [SHARE EXCHANGE AGREEMENT RECITALS WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE ARTICLE 1 THE EXCHANGE The Exchange Closing Taking of Necessary Action; Further Action 1.3 ARTICLE 2 Organization Capitalization Certain Corporate Matters Authority Relative to this Agreement Consents and Approvals; No Violations 2 Books and Records 2.6 Litigation 2.7 Legal Compliance Contracts Disclosure Material Events] [State of Delaware Certificate of Amendment of Certificate of Incorporation Andatee China Marine Fuel Services Corporation Andatee China Marine Fuel Services Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST “RESOLVED “Article 4. CAPITAL STOCK SECOND THIRD IN WITNESS WHEREOF th EX-3.1.1(I) 13] [THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE] [Purchase Option Agreement Agreement PRC This Purchase Option Agreement (this “ Shareholder A: Address: Santangcun, Lingang Industry Zone, Changxingdao, Dalian, P.R. China Legal Representative: An Fengbin Shareholder B: ID No.: 210202196302190736 Nationality: P.R. China Shareholder C: ID No.: 210211196801020420 Nationality: P.R. China Shareholder D: ID No.:210624651113001 Nationality: P.R. China Party A (Shareholders A, B, C, and D including their respective] [Andatee China Marine Fuel Services Corporation 2009 Equity Incentive Plan TABLE OF CONTENTS Page 1. Purpose and Objectives 2 2. Definitions 2 3. Administration 4 4. Grants 4 5. Shares Subject to the Plan 4] [CONTRACT No.: XY-11-090804-01 PetroChina Dalian Petrochemical Company and Dalian Xingyuan Marine Fuel Co., Ltd. Sales Contract of Furfural Extract Oil Place of Signing: No. 1 Shanzhong Street, Ganjingzi District, Dalian Party A (Buyer): Dalian Xingyuan Marine Fuel Co., Ltd. Residence: Li Jaicun of Dalianwan Business registration No.: 2102001105614 Legal representative: An Fengbin Party B (Seller): PetroChina Dalian Petrochemical Company Residence:] [CONTRACT No.: YXLY-2007-00 PetroChina Dalian Petrochemical Company and Dalian Xingyuan Marine Fuel Co., Ltd. Sales Contract of Rubber Filling Oil and Extract Oil Place of Signing: No. 1 Shanzhong Street, Ganjingzi District, Dalian Party A (Buyer): Dalian Xingyuan Marine Fuel Co., Ltd. Residence: Li Jaicun of Dalianwan Business registration No.: 2102001105614 Legal representative: Zhang Shouqi Party B (Seller): PetroChina Dalian] [The following are three VIE (variable interest entity) subsidiaries of the Company: 1. Donggang Xingyuan Marine Fuel Company, Ltd. located in Dandong City, Liaoning Province, and established in April 2008 under the laws of the PRC). 2. Xiangshan Yongshi Nanlian Petrol Company, Ltd. (located in Xiangshan City, Zhengjiang Province, and established in May 1997 under the laws of the PRC).] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form S-1 of our reports dated August 24, 2009 (except for Note 19, as to which the date is October 20, 2009) relating to the consolidated financial statements of Andatee China Marine Fuel Services Corporation and subsidiaries. We also consent to the]