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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

Form 10-KSB

(Mark One)

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

For the fiscal year ended December 31, 2007

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ] Commission file number
000-52475

RAVEN BIOFUELS INTERNATIONAL
CORPORATION(Name of small business issuer in its charter)

|Nevada                                                               | N/A                                 
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|                                                                     |                                     
|PO Box 75550, RPO Edgemont Village                                   |                                     
|North Vancouver, British Columbia Canada                             | V7R 4X1                             
|(Address of principal executive offices)                             | (Zip Code)                          

Issuer's telephone number 604-984-0400

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001(Title of
class)

Check whether the issuer is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. (Check one): Yes [ ]; No
[X].

Note:Checking the box above will not relieve any
registrant required to file reports pursuant to Section 13 or 15(d) of the
Exchange act from their obligations under those Sections.

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

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Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B is not contained in this form, and no disclosure
  will 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-KSB or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year: $433,083

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

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 sold, or the average bid and asked prices of such common
  equity, as of a specified date within 60 days. (See definition of affiliate
  in Rule 12b-2 of the Exchange Act.)

Note: If determining whether a person is an affiliate will involve
  an unreasonable effort and expense, the issuer may calculate the aggregate market
  value of the common equity held by non-affiliates on the basis of reasonable
  assumptions, if the assumptions are stated.

22,879,994 common shares @ $1.06(1)= $24,252,793.64

(1)Average of bid and ask closing prices on April
  2, 2008.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING
  FIVE YEARS)

Check whether the issuer has filed all documents and reports required
  to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
  of securities under a plan confirmed by a court. Yes [ ] No [ ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's
  classes of equity stock, as of the latest practicable date.

52,213,348 common shares issued and outstanding as of April
  2, 2008.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly
  describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II,
  etc.) into which the document is incorporated: (1) any annual report to security
  holders; (2) any proxy or information statement; and (3) any prospectus filed
  pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
  The listed documents should be clearly described for identification purposes
  (e.g., annual report to security holders for fiscal year ended December 24,
  1990).

Transitional Small Business Disclosure Format (Check one): Yes
  [ ]; No [X].

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PART I

Item 1. Description of Business.

This annual report contains forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act. These statements relate to future events or our future
financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may", "will", "should", "expects", "plans",
"anticipates", "believes", "estimates", "predicts", "potential" or "continue" or
the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties and
other factors, including the risks in the section entitled "Risk Factors", that
may cause our company's or our industry's actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by these
forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to "common
shares" refer to the common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our", and
"Auto Photo", and "APK" mean Auto Photo Technologies Inc. and our subsidiary,
Auto Photo Kiosk GmbH, unless otherwise indicated.

Business Development During Last Three Years

We were incorporated in the state of Nevada on December 11,
2003 and commenced operations with the acquisition of Auto Photo Kiosk GmbH.
(APK), which we acquired on our incorporation. Our majority-owned subsidiary,
APK, was incorporated in Germany in September of 2001. Through our subsidiary
APK, we provided photographic services through automated kiosk-style instant
photo booths at various locations in Germany.

On December 15, 2007, we informed APK that we are disposing of
our investment in APK by relinquishing our shareholdings of APK. We discontinued
our APK operations prior to the year end due to the ongoing losses associated
with that aspect of our business.

Our United States resident agent's office (Corporation Trust
Company) is located at 6100 Neil Road, Suite 500, Reno, Nevada, United States,
89511. Our principal business and executive offices are located at PO Box 75550,
RPO Edgemont Village, North Vancouver, British Columbia, Canada V7R 4X1. Our
telephone number is 604-984-0400. We had one subsidiary, APK, a German company
incorporated in September of 2001 and its principal office was located at Paul
Kemp Strasse 4, Bonn 53173, Germany.

We only commenced our operations in December of 2003. We have
generated net losses since our inception on December 11, 2003. For the year
ended December 31, 2007, we had net income of $117,715 as a result of our
discontinued operations. Our current monthly burn rate for our current
operations has been approximately $25,000, but now that we have ceased our APK
operations our monthly expenses will be approximately $16,000. In order to fund
our plan of operation, we anticipate that we will require an additional $200,000
to $250,000 through December 31, 2008, although we do not currently have any
arrangement for additional financing. As at December 31, 2007, we have a working
capital deficiency of $676,435.

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the consolidated financial
statements for the period ended December 31, 2007, our independent auditors
included an

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explanatory paragraph regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

Corporate History

Our company was incorporated in the State of Nevada on December
11, 2003. Effective September 21, 2007, we completed a merger with our
subsidiary, Raven Biofuels International Corporation, a Nevada corporation, that
we incorporated to facilitate the change of our name, to better reflect our
anticipated direction. As a result, we have changed our name from Auto Photo
Technology Inc. to Raven Biofuels International Corporation.

Effective September 17, 2007 we have effected a forty-four (44)
for one (1) forward stock split of our authorized, issued and outstanding
shares. As a result, our authorized capital has increased from 200,000,000
shares of common stock with a par value of $0.001 to 8,800,000,000 shares of
common stock with a par value of $0.001. Our issued and outstanding share
capital has increased from 1,186,667 shares of common stock to 52,213,348 shares
of common stock.

Our common shares were quoted for trading on the OTCBB on
September 17, 2007 under the symbol "AOPH". On October 2, 2007 our symbol
changed to RVBF.

Our Current Business

We held a majority interest in Auto Photo Kiosk GmbH ("APK"), a
limited liability corporation under the laws of Germany. We owned 80%, and
Vending Concept GmbH, a Swiss corporation, owns the remaining 20% of the share
capital of APK. We acquired this interest from Spectre Industries Inc., formerly
our parent company, on December 11, 2003 when we assumed all of the assets and
liabilities of Spectre Industries at that time.

The primary asset of Spectre Industries that we acquired was
APK. APK was incorporated in September 2001 as a photographic service company to
operate automated kiosk-style instant photo booths and related products, in
major public access areas in Germany.

APK's existing location operators are government and municipal
agencies, malls and shopping centres. APK currently has 17 instant photo booths
installed. The customers are individuals who go to the photo booths for photos
to use in forms of personal identification (such as passports, driver's
licenses, personal identification, etc.). APK's photo booths produce photos
using digital technology and require no photo processing chemicals.

The locations for installation of a photo booth are made
available by APK's location operators who provide the locations for the photo
booths. Of the 17 booths in operation, 15 operate under a revenue sharing
arrangement and 2 operate on a fixed rent basis. Under each revenue sharing
arrangement, the location operator is paid between 30-44% of the net revenues
(gross revenues less value-added-tax ("V.A.T.")), generated by each installed
photo booth. The fixed rental rate for photo booths ranges between €280 to €500
per month. The length of the location rental contracts vary from one year
(contracts with written termination three months prior to expiration) up to 10
years. Of our location rental contracts, 16 are one-year term contracts and one
is a ten-year term contract.

Regardless of the location operator arrangement for any
individual photo booth, we charged €7.00 per photo session for all photo booths
at the time we ceased operating APK. There is no correlation between location
operator remuneration and whether a unit is leased or owned.

Of the 17 instant photo booths that are installed, 11 were
leased from EFS Business Consult & Co. Hora oHG Germany under two lease
agreements. Both lease agreements have the same terms, and are for a period of
36 months with an automatic extension for 24 months. Under the terms of the
lease agreements APK pays a fixed lease payment of €300 per month per machine.
The 2 lease agreements have each been extended for an additional 30 months, at
the same rental rate of €300 per month per machine.

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The remaining six machines are directly owned by APK, having
been purchased at a cost of €14, 271 per booth. Of the instant photo booths that
are installed, 5 are located in shopping centres and 12 are located in various
city government buildings.

The photo booths generated revenue simply by the customer
entering the booth and selecting what type of photos they desire. The menu
screen will prompt the customer to deposit the required payment into the coin
slots, which as noted above was €7.00 per session.

On December 15, 2007, we informed APK that we are disposing of
our investment in APK by relinquishing our shareholdings of APK. We discontinued
our APK operations prior to the year end due to the ongoing losses associated
with that aspect of our business.

Given the discontinuance of the APK operations, our current
operations consist of receiving sales commissions from a third party company. We
earn a commission based on the revenues generated by an e-commerce business.

While we are currently maintaining existing operations, we are
also investigating other opportunities in our efforts to maximize shareholder
value. Specifically, we currently anticipate exploring other opportunities in
the alternative fuels sector.

On October 29, 2007, we entered into a share exchange agreement
with Raven Biofuels International Corporation, a Delaware corporation, and the
shareholders of Raven Biofuels International Corporation. Pursuant to the terms
of the share exchange agreement, we have agreed to acquire all of the issued and
outstanding shares of Raven Biofuels International Corporations common stock in
exchange for the issuance by our company of 14,000,000 shares of our common
stock to the shareholders of Raven Biofuels International Corporation. We
elected not to proceed with the agreement and allowed it to lapse in accordance
with its terms.

On January 24, 2008 we received a notice of termination of the
agreement from Raven, now known as Superior Biotechnologies Corporation,
terminating the share exchange agreement, given the lapse of time since the
entry into of the agreement. Our management continued to investigate additional
business opportunities, and remains of the view that the alternative fuels
sector is an industry that it is worth pursuing, in its efforts to enhance
shareholder value. We intend to maintain our current operations to be best of
our abilities while we investigate further opportunities.

Subsequently, and as a result of the termination of the
agreement with Superior Biotechnologies, we have been in discussions with Pure
Energy Corporation for a merger of our two companies. Under the proposed terms,
Pure Energy shareholders will receive approximately 27 Million shares and $3
Million in cash based on Raven shares being valued at $1.85 per share. We would
intend to work together to construct a number of specific cellulosic ethanol
plants worldwide.

Assuming successful completion of any business combination with
Pure Energy, we would hope to become a global renewable energy company whose
principal focus is the production of fuel grade cellulosic ethanol, and
derivative chemicals. Through a business combination with Pure Energy, we would
acquire all of Pures technology and numerous patents for its cellulosic ethanol
process and our goal would be to become the lowest cost producer of renewable
fuels.

We have not concluded any definitive merger agreement with Pure
Energy and all discussions are at a preliminary stage only. There can be no
assurances that any transaction with Pure Energy will be successfully
completed.

Employees

As of December 31, 2007, we do not have any employees other
than our director and officer. Our company is managed by Ian S. Grant, our sole
director and officer. Over the twelve months ending December 31, 2008, we do not
expect to hire any employees assuming we continue with our current
operations.

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Purchase or Sale of Equipment

We do not intend to purchase any significant equipment over the
twelve months ending December 31, 2008.

Competition

As it pertained to our discontinued photo booth operations,
according to available industry information, our largest competitor was FotoFix
GmbH, a subsidiary of Photo-Me International PLC, who have approximately 1800
instant photo booth installations in the German market.

RISK FACTORS

Much of the information included in this annual report includes
or is based upon estimates, projections or other "forward looking statements".
Such forward looking statements include any projections or estimates made by us
and our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

Such estimates, projections or other "forward looking
statements" involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other "forward looking statements".

RISKS RELATED TO OUR BUSINESS

We have had minimal revenues from operations and if we are
not able to generate material revenues we may be forced to scale back or cease
operations or our business operations may fail.

To date we have not generated any material revenues from
operations and we have been dependent on sales of our equity securities to meet
our cash requirements. We commenced our business operations in December 2003. We
have generated $409,856 in revenue from our automated photo booth business for
the year ended December 31, 2007. We incurred net income of $117,715 for the
year ended December 31, 2007, due to our discontinued operations, and a loss of
$322,699 for the year ended December 31, 2006. As of December 31, 2007, we had a
working capital deficiency of $676,435. We have estimated that we will require
between $200,000 and $250,000 to carry out our business plan for the
twelve-month period ending December 31, 2008. We have scaled back our operations
by ceasing to operate our photo booth business due to ongoing losses. Because we
cannot anticipate when we will be able to generate significant revenues from
sales, for our ongoing operations we will need to raise additional funds to
continue to develop our business or to respond to unanticipated requirements or
expenses. If we are not able to generate significant revenues we will not be
able to maintain our operations or achieve a profitable level of operations.

We have only commenced our business operations in December,
2003 and we have a limited operating history. If we cannot successfully manage
the risks associated with our business, we may not achieve profitable operations
and ultimately our business may fail.

We have a limited operating history. Our operating activities
since our incorporation on December 11, 2003 consisted primarily of acquiring
and operating our automated photo business. On December 11, 2003, we acquired
the majority of the outstanding shares in APK, a German company which provides
instant photos through automated photo kiosks. APK was incorporated in September
of 2001. Our prospects were subject to the risks and expenses which we will
encounter in our efforts to establish and expand our auto photo business. Our
limited operating history makes it difficult or impossible to predict future
results of our operations. We have scaled back our operations by ceasing to
operate our photo booth business due to ongoing losses.

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The fact that we are in the early development of our company
and that we have only generated limited revenues since our incorporation raises
substantial doubt about our ability to continue as a going concern, as indicated
in our independent auditors' report in connection with our audited financial
statements.

We have generated limited revenues since our inception on
December 11, 2003. Since we are still in the early stages of developing our
company and because of the lack of business operations at December 31, 2007, our
independent auditors' report includes an explanatory paragraph about our ability
to continue as a going concern. We will, in all likelihood, continue to incur
operating expenses without significant revenues. We have scaled back our
operations by ceasing to operate our photo booth business due to ongoing losses.
We estimate our average monthly operating expenses for the twelve-month period
ending December 31, 2008, to be approximately $16,000 each month. At this rate
we will not be able to maintain our operations at their present level without
generating additional revenues from our existing operations or incurring any
non-operational expenses. In addition, if we are unable to establish and
generate material revenues, or obtain adequate future financing, our business
will fail and you may lose some or all of your investment in our common stock.
These circumstances raise substantial doubt about our ability to continue as a
going concern as described in an explanatory paragraph to our independent
auditors' report on the financial statements for the period ended December 31,
2007.

We will need to raise additional funds in the near future.
If we are not able to obtain future financing when required, we might be forced
to scale back or cease operations or discontinue our business.

Although we intend to raise additional capital, we do not
currently have any arrangements for financing and we can provide no assurance to
investors we will be able to find such financing when such funding is required.
Obtaining additional financing would be subject to a number of factors.
Furthermore, there is no assurance that we will not incur further debt in the
future, that we will have sufficient funds to repay our future indebtedness or
that we will not default on our future debts, jeopardizing our business
viability. Finally, we may not be able to borrow or raise additional capital in
the future to meet our needs or to otherwise provide the capital necessary to
maintain our operations, which might result in the loss of some or all of your
investment in our common stock.

We anticipate that the funds we have on hand will not be
sufficient to satisfy our cash requirements for the balance of the year ended
December 31, 2008. In addition, there is no assurance that actual cash
requirements will not exceed our estimates.

We are dependent upon outside capital for our continued
operations.

We will depend almost exclusively on outside capital to pay for
the continued development and marketing of our products. Such outside capital
may include the sale of additional stock and/or commercial borrowing. There can
be no assurance that capital will continue to be available if necessary to meet
these continuing development costs or, if the capital is available, that it will
be on terms acceptable to us. The issuance of additional equity securities by us
would result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on
terms deemed acceptable to us, we may not be able to expand or continue our
automated photo operations and so may be forced to scale back or cease
operations or discontinue our business.

All of our assets and all of our directors and officers are
outside the United States, with the result that it may be difficult for
investors to enforce within the United States any judgments obtained against us
or any of our directors or officers.

All of our assets are located outside the United States and we
do not currently maintain a permanent place of business within the United
States. In addition, all of our directors and officers are nationals and/or
residents of countries other than the United States, and all or a substantial
portion of such persons' assets are located outside the United States. As a
result, it may be difficult for investors to enforce within the United States
any judgments obtained against us or our officers or directors, including
judgments predicated upon the civil liability provisions of the securities laws
of the United States or any state thereof. Consequently, you may be effectively
prevented from pursuing remedies under U.S. federal securities laws against
them.

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We lack working capital and due to the losses incurred since
inception, our stockholders' deficits and lack of revenues, there is substantial
doubt about our ability to continue as a going concern.

There is substantial doubt about our ability to continue as a
going concern due to the losses incurred since inception, our stockholders'
deficit, and lack of revenues.

We have not generated sufficient revenues to cover our
operational expenses and do not anticipate doing so in the near future. If our
business does not meet our intended income goals, we will require additional
financing. If we are not successful in obtaining additional financing
immediately, we may be required to reduce operations to a sustainable level
until any such financing is obtained, or sufficient revenues are generated to
sustain operations. We have scaled back our operations by ceasing to operate our
photo booth business due to ongoing losses. There can be no assurances that
additional equity or other financing will be available at all or available on
terms acceptable to us.

Our ability to continue our business in part depends upon our
continued ability to obtain financing. There can be no assurance that any such
financing would be available upon terms and conditions acceptable to us, if at
all. The inability to obtain additional financing in a sufficient amount when
needed and upon acceptable terms and conditions could have a materially adverse
effect upon us. Inadequate funding could impair our ability to compete in the
marketplace and could result in our dissolution.

We have a history of net losses and a lack of established
revenues, and as a result, we expect to incur more net losses in the future.

We have had a history of losses and expect to continue to incur
losses, and may never achieve or maintain profitability. As of December 31,
2007, we have an accumulated deficit of $676,435.

Uncertain Ability To Achieve, Manage Or Sustain
Growth

It may be necessary for us to grow in order to remain
competitive. Our ability to grow is dependent upon a number of factors
including, but not limited to, our ability to hire, train and assimilate
management and other employees, the adequacy of our financial resources, our
ability to identify and efficiently provide new services as may be demanded by
our customers in the future and our ability to adapt our services to accommodate
necessary operational changes. In addition, there can be no assurance that we
will be able to achieve such expansion or that we will be able to manage
expanded operations successfully. Failure to manage growth effectively and
efficiently could have an adverse effect on our ability to acquire sufficient
market share and remain competitive.

Dependence Upon Ian S. Grant

Our key personnel is limited at present to Ian S. Grant, our
President. The loss of the services of Mr. Grant, for any reason, may have a
materially adverse effect on our prospects. Although we believe that the loss of
any of our management (apart from Mr. Grant) will not have a material adverse
impact upon us, there can be no assurance in this regard, nor any assurance that
we will be able to find suitable replacements. In addition, competition for
personnel is intense, making it difficult to find highly skilled employees with
appropriate qualifications. Furthermore, we do not maintain "key man" life
insurance on the lives of any of our management or our key employees. To the
extent that the services of any key employee of ours becomes unavailable, we
will be required to retain other qualified persons. However, there can be no
assurance that we will be able to employ qualified persons upon acceptable
terms.

We have accrued significant amounts of management fees that
are payable on demand to our sole director and officer, Ian S. Grant. If a
demand for payment was made we would be unable to satisfy any required
payment.

As at December 31, 2007 we have accrued management fees of
$507,969 that are due and owing to Ian Grant, our sole director and officer.
These fees have no fixed payment terms and are due on demand. As at December 31,
2007, we had $93 in cash on hand and to date we have not generated any material
revenues from operations and we have been dependent on sales of our equity
securities to meet our cash requirements. We cannot anticipate when we will be
able to generate significant revenues from sales, or when or if we will be able
to raise additional funds. As a

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result, if Mr. Grant made a demand for payment of the accrued
fees that are due and owing to him, we would be unable to make any payments in
satisfaction of the accrued fees. If a demand for payment of the accrued fees is
made we will not be able to maintain our operations and our business will
fail.

Because our officers, directors and principal shareholders
control a majority of our common stock, investors will have little or no control
over our management or other matters requiring shareholder approval.

Our officers and directors and their affiliates, in the
aggregate, beneficially own 56.18% of issued and outstanding shares of our
common stock. As a result, they have the ability to control matters affecting
minority shareholders, including the election of our directors, the acquisition
or disposition of our assets, and the future issuance of our shares. Because our
officers, directors and principal shareholders control our company, investors
will not be able to replace our management if they disagree with the way our
business is being run. Because control by these insiders could result in
management making decisions that are in the best interest of those insiders and
not in the best interest of the investors, you may lose some or all of the value
of your investment in our common stock.

RISKS ASSOCIATED WITH OUR COMMON STOCK

Our stock is a penny stock. Trading of our stock may be
restricted by the SEC's penny stock regulations and the Financial Industry
Regulatory Authority, or FINRAs sales practice requirements, which may limit a
stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock.

In addition to the "penny stock" rules promulgated by the
Securities and Exchange Commission, the FINRA has adopted rules that require
that in recommending an investment to a customer, a broker-dealer must have
reasonable grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other information. Under interpretations of these rules, the
FINRA believes that there is a high probability that speculative low priced
securities will not be suitable for at least some customers. The FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock.

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Item 2. Description of Property.

Our executive and head offices are located at PO Box 75550, RPO
Edgemont Village, North Vancouver, British Columbia, Canada V7R 4X1. We have no
written agreement in regards to our offices and the offices are provided to us
by Mr. Grant and shared expenses for the offices are charged to us. We believe
our current premises are adequate for our current operations and we do not
anticipate that we will require any additional premises in the foreseeable
future.

Item 3. Legal Proceedings.

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

Item 4. Submissions of Matters to a Vote of Security
Holders.

There were no matters submitted to a vote of our security
holders either through solicitation of proxies or otherwise in the fourth
quarter of the fiscal year ended December 31, 2007.

PART II

Item 5. Market for Common Equity and Related Stockholder
Matters.

Our common shares were quoted for trading on the OTCBB on
September 17, 2007 under the symbol AOPH. On October 2, 2007, our symbol
changed to "RVBF". The following quotations obtained from Yahoo.com reflect the
high and low bids for our common stock based on inter-dealer prices, without
retail mark-up, mark-down or commission an may not represent actual
transactions.

The high and low bid prices of our common stock for the periods
indicated below are as follows:

National Association of
      Securities Dealers OTC Bulletin Board(1)Quarter Ended
    High
    LowDecember 31, 2007(2)
    $1.40
    $1.00September 30, 2007
    No trades
    No tradesJune 30, 2007
    No trades
    No tradesMarch 31, 2007
    No trades
    No tradesDecember 31, 2006
    No trades
    No tradesSeptember 30, 2006
    No trades
    No tradesJune 30, 2006
    No trades
    No tradesMarch 31, 2006
    No trades
    No tradesDecember 31, 2005
    No trades
    No trades


(1)Over-the-counter market
quotations reflect inter-dealer prices without retail mark-up, mark-down or
commission, and may not represent actual transactions.

(2)Our common shares
didnt trade until November 29, 2007.

Our common shares are issued in registered form. Island Stock
Transfer Company, 100 Second Avenue South, Suite 104N, St. Petersburg, FL 33701
(Telephone: 727.289.0010; Facsimile: 727.289.0069) is the registrar and

---

- 11 -

transfer agent for our common shares. On April 2, 2008, the
shareholders' list of our common shares showed 34 registered shareholders and
52,213,348 shares outstanding.

Dividends

We have not declared any dividends on our common stock since
the inception of our company. There is no restriction in our Articles of
Incorporation or by-laws that will limit our ability to pay dividends on our
common stock. However, we do not anticipate declaring and paying dividends to
our shareholders in the near future.

Equity Compensation Plan Information

We currently do not have any stock option or equity plans.

Recent Sales of Unregistered Securities

On July 25, 2006, we issued 666,666 shares to Ian S. Grant at a
deemed price of $0.20 per share in satisfaction of $133,333.20 in accrued
management fee owed to Mr. Grant in an offshore transaction relying on Rule 903
of Regulation S of the Securities Act of 1933. Ian S. Grant is not a U.S. person
as that term is defined in Regulation S. No directed selling efforts were made
in the United States by our company, any distributor, any of their respective
affiliates or any person acting on behalf of any of the foregoing. We are
subject to Category 3 of Rule 903 of Regulation S and accordingly we implemented
the offering restrictions required by Category 3 of Rule 903 of Regulation S by
including a legend on all offering materials and documents which stated that the
shares have not been registered under the Securities Act of 1933 and may not be
offered or sold in the United States or to US persons unless the shares are
registered under the Securities Act of 1933, or an exemption from the
registration requirements of the Securities Act of 1933 is available. The
offering materials and documents also contained a statement that hedging
transactions involving the shares may not be conducted unless in compliance with
the Securities Act of 1933. In addition, we met the requirements set forth in
Rule 903(b)(3)(iii)(B)(1), (2) and (4) of Regulation S in that the requirements
contained therein were specifically provided for in the subscription agreement
entered into with Mr. Grant.

On July 25, 2006, we issued 520,000 common shares to 36
subscribers at an offering price of $0.20 per share for gross offering proceeds
of $104,000 in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933. None of the subscribers were U.S. persons at that
term is defined in Regulation S. No directed selling efforts were made in the
United States by our company, any distributor, any of their respective
affiliates or any person acting on behalf of any of the foregoing. We are
subject to Category 3 of Rule 903 of Regulation S and accordingly we implemented
the offering restrictions required by Category 3 of Rule 903 of Regulation S by
including a legend on all offering materials and documents which stated that the
shares have not been registered under the Securities Act of 1933 and may not be
offered or sold in the United States or to US persons unless the shares are
registered under the Securities Act of 1933, or an exemption from the
registration requirements of the Securities Act of 1933 is available. The
offering materials and documents also contained a statement that hedging
transactions involving the shares may not be conducted unless in compliance with
the Securities Act of 1933. In addition, we met the requirements set forth in
Rule 903(b)(3)(iii)(B)(1), (2) and (4) of Regulation S in that the requirements
contained therein were specifically provided for in the subscription agreements
entered into with the subscribers.

Item 6. Management's Discussion and Analysis or Plan of
Operation.

The following discussion should be read in conjunction with our
audited financial statements and the related notes that appear elsewhere in this
annual report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed below and elsewhere in this annual report, particularly in the
section entitled "Risk Factors" beginning on page 5 of this annual report.

---

- 12 -

Our audited financial statements are stated in United States
Dollars and are prepared in accordance with United States Generally Accepted
Accounting Principles.

General Overview

We remain an early stage company with minimal operations. As
noted below we had only recently generated revenue from our photo booth
operations.

While we were encouraged by the recent increases in sales and
revenues, we realized that in order for this trend to continue we had to
establish and maintain a significant share of the market for automated photo
sales. The only measurement that we had for ascertaining whether or not the auto
photo market was accepting our services, and whether or not we were successfully
competing in such market, was whether our revenues were increasing on a month to
month basis. As we were an early stage development company, and until we could
achieve a more substantial level of operations and have greater resources
available to us, it was difficult to analyze how we were doing in terms of our
efforts to obtain additional market share and successfully compete in the auto
photo market, other than by looking to our revenues as a benchmark.

We have scaled back our operations by ceasing to operate our
photo booth business due to ongoing losses. Our remaining operations now consist
of receiving sales commissions from a third party company. We earn a commission
based on the revenues generated by an e-commerce business.

Cash Requirements

If we do not proceed with the acquisition of Pure Energy and we
elect to proceed with our current operations, we anticipate that we will expend
approximately $200,000 during the twelve-month period ending December 31, 2008
to fund, service and maintain our photo booths, and for working capital. These
expenditures are broken down as follows:

Estimated Funding Required During the Twelve Month Period
Ending December 31, 2008

Operating ExpensesManagement and
      Consulting
    $
    133,000General and Administrative
    
    60,000Total Operating Expenses
    $
    193,000


Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the annual financial
statements for the year ended December 31, 2007, our independent auditors
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

As a result, there will also be substantial doubt about our
ability to continue as a going concern as the continuation of our business will
be dependent upon obtaining further financing and achieving a profitable level
of operations. The issuance of additional equity securities by us could result
in a significant dilution in the equity interests of the stockholders who will
be receiving our shares in the spin off. Obtaining commercial loans, assuming
those loans would be available, will increase our liabilities and future cash
commitments.

There are no assurances that we will be able to obtain further
funds required for our continued operations. We intend to pursue various
financing alternatives to meet our immediate and long-term financial
requirements, which we anticipate will consist of further private placements of
our equity securities or shareholder loans. There can be no assurance that
additional financing will be available to us when needed or, if available, that
it can be obtained on commercially reasonable terms. If we are not able to
obtain the additional financing on a timely basis, we will not be able to meet
our obligations as they become due and we will be forced to further scale down
or perhaps even cease operations.

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- 13 -

As noted, we are pursuing various financing alternatives to
meet our immediate and long-term financial requirements, which we anticipate
will consist of further private placements of equity securities, advances from
related parties or shareholder loans. We plan to rely on loans from management
to meet our short term cash requirements. We have not entered into any
definitive agreements with any shareholders or related parties for the provision
of loans or advances. There can be no assurance that additional financing will
be available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, or generate significant material revenues from
operations, we will not be able to meet our other obligations as they become due
and we will be forced to scale down or perhaps even cease our operations. We
have scaled back our operations by ceasing to operate our photo booth business
due to ongoing losses.

Results Of Operations

Year ended December 31, 2007, compared to year ended
December 31, 2006

We incurred net income of $117,715 for the year ended December
31, 2006 compared to a net loss of $322,699 for the comparative period in 2006.
After the foreign currency adjustments, the total comprehensive income increased
to $123,353 for the year ended December 31, 2007 compared to total comprehensive
loss of $349,481 for the year ended December 31, 2006.

We recorded total revenues of $23,227 for the year ended
December 31, 2007 and total revenues of $23,228 for the year ended December 31,
2006. General and administrative expenses for the year ended December 31, 2007
were $89,960 compared to $97,350 for the same period in 2006. This decrease for
2007 was due to lower travel expenses in 2007 ($587 compared to $10,617) than
2006.

We recorded total revenues of $409,856 for the year ended
December 31, 2007 and total revenues of $375,160 during the comparable period in
2006 from discontinued operations.

The income from operations for the year ended December 31, 2007
was $117,715 compared to a net loss of $322,699 in 2006.

As of December 31, 2007, we had a working capital deficiency of
$676,435.

Liquidity and Capital Resources

As at December 31, 2007 we had cash on hand of $93 and our
total current assets were $93, which consisted of cash. While our revenue from
sales had been increasing from period to period, it had not been at a sufficient
level to fund our operations. However, as our revenues and cash flow from our
remaining operations increase, we look forward to relying less on the sale of
stock and advances from related parties in order to finance our operations.

As at December 31, 2007, our total current liabilities
increased to $676,528 from $473,867 at December 31, 2006, primarily reflecting
an increase in accounts payable and amounts due to related parties.

We do not anticipate any material changes in the cost or
requirements relating to the capital resources required to conduct our
operations. We do not have any obligations regarding, and do not intend on
making, any material capital expenditures.

Historically, we have financed our cash flow and operations
from the sale of stock and advances from shareholders. We do not have sufficient
funds for us to address our minimum current and ongoing expenses, and as a
result we will have to restrict or eliminate expenses. We cannot satisfy our
minimum cash requirements for the year ending December 31, 2008 without further
funding. As we will require additional monies during 2008, we hope to raise any
such additional capital primarily through the private placement of our
securities or advances from related parties.

---

- 14 -

Future Operations

Presently, our revenues are not sufficient to meet our
operating and capital expenses. We have scaled back our operations by ceasing to
operate our photo booth business due to ongoing losses. Management projects that
we will require additional funding to maintain and expand our current operations
that remain.

Since our inception, we have been dependent on investment
capital as an important source of liquidity. In order to maintain our operations
at the current level, we require approximately $16,000 per month to fund our
operations. Our operations presently are generating negative cash flow, and we
do not expect positive cash flow from operations in the near term. We need to
secure additional working capital in the short-term in order to sustain our
operations and execute our business plan. It is our intention to raise
sufficient funds necessary to carry our company through to positive cash flow
and profitability. Management projects that we may require an additional
$200,000 to $250,000 to help fund our ongoing operating expenses and working
capital requirements through December of 2007. We have incurred operating losses
since inception, and this is likely to continue into the year ended December 31,
2008.

Purchase or Sale of Equipment

We do not anticipate that we will expend any significant amount
on equipment for our present or future operations.

Personnel

As of December 31, 2007, our only employee is our president and
sole director, Ian S. Grant; who handles all of the responsibilities in the area
of corporate administration, business development and research. In addition,
such individual provides us with capital raising services. We have no other
employees.

NEW ACCOUNTING PRONOUNCEMENTS

In March 2006, the FASB issued SFAS No. 156 Accounting for
Servicing of Financial Assets, an amendment of FASB No. 140,which modifies
the accounting for and reporting of servicing asset and servicing liabilities.
This statement is effective as of the beginning of our first fiscal year that
begins after September 15, 2006. We believe the adoption of SFAS No. 156 will
not have a material impact on our results of operations.

In June 2006, the FASB issued Financial Interpretation No.
(FIN) 48, Accounting for Uncertainty in Income Taxes  an interpretation of
FASB Statement 109. FIN 48 prescribes a recognition threshold and a
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. This
interpretation also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure and
transition. This interpretation is effective for fiscal years beginning after
December 15, 2006. WE believe the adoption of FIN 48 will not have a material
impact on our results of operations.

In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements, that provides guidance for using fair value to measure assets
and liabilities. Under SFAS 157, fair value refers to the price that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants in the market in which the reporting
entity transacts. SFAS 157 establishes a fair value hierarchy that prioritizes
the information used to develop the assumptions that market participants would
use when pricing the asset or liability. The fair value hierarchy gives the
highest priority to quoted prices in active markets and the lowest priority to
unobservable data. In addition, SFAS 157 requires that fair value measurements
be separately disclosed by level within the fair value hierarchy. This standard
will be effective for financial statements issued for fiscal periods beginning
after November 15, 2007 and interim periods within those fiscal years. SFAS No.
157 is not currently applicable to our company and, we believe the adoption of
SFAS No. 157 will not have a material impact on our results of operations.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles used in the United
States. Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. These estimates and

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- 15 -

assumptions are affected by management's application of
accounting policies. We believe that understanding the basis and nature of the
estimates and assumptions involved with the following aspects of our
consolidated financial statements is critical to an understanding of our
financials.

Going Concern

The audited financial statements included with this annual
report have been prepared on the going concern basis which assumes that adequate
sources of financing will be obtained as required and that our assets will be
realized and liabilities settled in the ordinary course of business.
Accordingly, the audited financial statements do not include any adjustments
related to the recoverability of assets and classification of assets and
liabilities that might be necessary should we be unable to continue as a going
concern.

In order to continue as a going concern, we require additional
financing. There can be no assurance that additional financing will be available
to us when needed or, if available, that it can be obtained on commercially
reasonable terms. If we are not able to continue as a going concern, we would
likely be unable to realize the carrying value of our assets reflected in the
balances set out in the preparation of the financial statements.

Revenue Recognition

The Company earns a commission based on the revenues generated
by an e-commerce business. This revenue is recognized on an accrual basis when
the third party reports e-commerce revenues.

Fixed Assets

Fixed assets are recorded at cost. Major additions and
improvements are capitalized. Minor replacements, maintenance and repairs that
do not extend the useful life of the assets are expensed as incurred.
Depreciation of property and equipment is determined using the straight-line
method over the useful lives, 5 years for photo kiosks and 3 years for office
equipment.

Item 7. Financial Statements.

Our audited financial statements are stated in United States
dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles.

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

Board of DirectorsRaven Biofuels International Corporation
(fka Auto Photo Technologies, Inc.). North Vancouver, BC

We have audited the balance sheets of Raven Biofuels
International Corporation (fka Auto Photo Technologies, Inc.) as of December 31,
2007 and 2006, and the related statements of operations, stockholders equity
(deficit) and cash flows for the years ended December 31, 2007 and 2006. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Raven
Biofuels International Corporation (fka Auto Photo Technologies, Inc.) as of
December 31, 2007, and the results of its operations and its cash flows for the
years ended December 31, 2007 and 2006, in conformity with U.S. generally
accepted accounting principles.

We were not engaged to examine management's assertion about the
effectiveness of Raven Biofuels International Corporation (fka Auto Photo
Technologies, Inc.)s internal control over financial reporting as of December
31, 2007 and, accordingly, we do not express an opinion thereon.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
10 to the financial statements, the Company has a working capital deficit as
well as a deficit in stockholders equity. This raises substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regard to this matter are also described in Note 10. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

HJ & Associates, LLC Salt Lake City, Utah April 7,
2008

F-1

---

|RAVEN BIOFUELS INTERNATIONAL CORPORATION AND
      SUBSIDIARY
|-------------------------------------------------------------
|(Formerly Auto Photo Technologies Inc.)                      
|Balance Sheets                                               

|                                                            |   | December 31 |  
|----------------------------------------------------------- | - | ----------- | -
|                                                            |   | 2007        |  
|ASSETS                                                      |  
|                                                            |   |             |  
|CURRENT ASSETS                                              |   |             |  
|Cash                                                        | $ | 93          |  
|Total Current Assets                                        |   | 93          |  
|ASSETS OF DISCONTINUED OPERATIONS (Note 2)                  |   | -           |  
|TOTAL ASSETS                                                | $ | 93          |  
|                                                            |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY
      (DEFICIT)        |  
|                                                            |   |             |  
|CURRENT LIABILITIES                                         |   |             |  
|Accounts payable                                            | $ | 35,555      |  
|Accounts payable  related parties (Note 6)                 |   | 507,969     |  
|Accrued liabilities  related
      parties                 |   | 14,548      |  
|Income taxes payable                                        |   | 750         |  
|Advances payable (Note 5)                                   |   | 24,990      |  
|Notes payable and advances  related parties
      (Note 6) |   | 92,716      |  
|Total Current
      Liabilities                             |   | 676,528     |  
|LIABILITIES OF DISCONTINUED OPERATIONS(Note 2)              |   | -           |  
|TOTAL LIABILITIES                                           |   | 676,528     |  
|COMMITMENTS AND CONTINGENCIES                               |   |             |  
|STOCKHOLDERS EQUITY (DEFICIT)                              |   |             |  
|Common stock, $0.001 par value, 8,800,000,000               |   |             |  
|shares
      authorized, 52,213,348 shares and              |   |             |  
|52,213,348 shares issued and
      outstanding (Note 4)     |   | 52,213      |  
|Additional paid-in capital                                  |   | 169,014     |  
|Other comprehensive income (loss)                           |   |             |  
|Foreign currency
      translation adjustments              |   | (17,047     | )
|Accumulated deficit                                         |   | (880,615    | )
|Total
      Stockholders Equity (Deficit)                  |   | (676,435    | )
|TOTAL LIABILITIES AND STOCKHOLDERS                         |   |             |  
|EQUITY (DEFICIT)                                            | $ | 93          |  

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

F-2

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|RAVEN BIOFUELS INTERNATIONAL CORPORATION AND
      SUBSIDIARY
|-------------------------------------------------------------
|(Formerly Auto Photo Technologies Inc.)                      
|Statements of Operations and Other Comprehensive Loss        

|                                                   |   | For the Years Ended |  
|-------------------------------------------------- | - | ------------------- | -
|                                                   |   | December 31,        |  
|                                                   |   | 2007                |  
|                                                   |   |                     |  
|REVENUES                                           |   |                     |  
|Sales commission                                   | $ | 23,227              |  
|Total Revenue                                      |   | 23,227              |  
|EXPENSES                                           |   |                     |  
|Consulting expense  related party (Note 7)        |   | 132,996             |  
|General and administrative                         |   | 89,960              |  
|Interest expense                                   |   | 5,947               |  
|Total
      Expenses                               |   | 228,903             |  
|LOSS FROM CONTINUING OPERATIONS BEFORE             |   |                     |  
|INCOME TAXES                                       |   | (205,676            | )
|Income tax expense                                 |   | -                   |  
|LOSS FROM CONTINUING OPERATIONS                    |   | (205,676            | )
|(Loss) from discontinued
      operations before   |   |                     |  
|disposal,
      net of income taxes (Note 2)       |   | (76,877             | )
|Gain on disposal of
      discontinued operations, |   |                     |  
|net of
      income taxes (Note 2)                 |   | 400,268             |  
|NET INCOME (LOSS)                                  |   | 117,715             |  
|                                                   |   |                     |  
|OTHER COMPREHENSIVE INCOME (LOSS)                  |   |                     |  
|Foreign currency translation
      adjustments     |   | 5,638               |  
|Total Other Comprehensive
      Income (Loss)      |   | 5,638               |  
|TOTAL COMPREHENSIVE INCOME (LOSS)                  | $ | 123,353             |  
|                                                   |   |                     |  
|                                                   |   |                     |  
|BASIC INCOME (LOSS) PER SHARE (Note 4)             |   |                     |  
|(Loss) from continuing
      operations            | $ | (0.01               | )
|Income (loss) from discontinued operations         |   | 0.01                |  
|Total
      Income (Loss) per Share                | $ | 0.00                |  
|                                                   |   |                     |  
|BASIC AND FULLY DILUTED WEIGHTED AVERAGE           |   |                     |  
|NUMBER OF SHARES OUTSTANDING                       |   | 52,213,348          |  

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

F-3

---

|RAVEN BIOFUELS INTERNATIONAL CORPORATION AND
      SUBSIDIARY
|-------------------------------------------------------------
|(Formerly Auto Photo Technologies Inc.)                      
|Statements of Stockholders Equity (Deficit)                 

|                            |  |              |  |   |         |  |   | Additional    |   |   | Other       |   |   |          |  
|--------------------------- |  | ------------ |  | - | ------- |  | - | ------------- | - | - | ----------- | - | - | -------- | -
|                            |  | Common Stock |  |   | Paid in |  |   | Comprehensive |   |   |             |  
|                            |  | (Note 4)     |  |   | Capital |  |   | Income        |   |   | Accumulated |  
|                            |  | Shares       |  |   | Amount  |  |   | (Deficit)     |   |   | (Loss)      |   |   | Deficit  |  
|                            |  |              |  |   |         |  |   |               |   |   |             |   |   |          |  
|Balance,                    |  |              |  |   |         |  |   |               |   |   |             |   |   |          |  
|December 31, 2005           |  | 44           |  | $ | -       |  | $ | (16,106       | ) | $ | 4,097       |   | $ | (675,631 | )
|Issuance of common          |  |              |  |   |         |  |   |               |   |   |             |   |   |          |  
|stock for cash              |  | 22,880,000   |  |   | 22,880  |  |   | 81,120        |   |   |             |   |   |          |  
|Common stock issued for     |  |              |  |   |         |  |   |               |   |   |             |   |   |          |  
|related party debt          |  |              |  |   |         |  |   |               |   |   |             |   |   |          |  
|conversion                  |  | 29,333,304   |  |   | 29,333  |  |   | 104,000       |   |   |             |   |   |          |  
|Foreign currency            |  |              |  |   |         |  |   |               |   |   |             |   |   |          |  
|translation adjustments     |  | -            |  |   | -       |  |   | -             |   |   | (26,782     | ) |   | -        |  
|Net loss for the year ended |  |              |  |   |         |  |   |               |   |   |             |   |   |          |  
|December 31, 2006           |  | -            |  |   | -       |  |   | -             |   |   | -           |   |   | (322,699 | )
|Balance,                    |  |              |  |   |         |  |   |               |   |   |             |   |   |          |  
|December 31, 2006           |  | 52,213,348   |  |   | 52,213  |  |   | 169,014       |   |   | (22,685     | ) |   | (998,330 | )
|Foreign currency            |  |              |  |   |         |  |   |               |   |   |             |   |   |          |  
|translation adjustments     |  | -            |  |   | -       |  |   | -             |   |   | 5,638       |   |   | -        |  
|Net income for the year     |  |              |  |   |         |  |   |               |   |   |             |   |   |          |  
|ended December 31,          |  |              |  |   |         |  |   |               |   |   |             |   |   |          |  
|2007                        |  | -            |  |   | -       |  |   | -             |   |   | -           |   |   | 117,715  |  
|Balance,                    |  |              |  |   |         |  |   |               |   |   |             |   |   |          |  
|December 31, 2007           |  | 52,213,348   |  | $ | 52,213  |  | $ | 169,014       |   | $ | (17,047     | ) | $ | (880,615 | )

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

F-4

---

|AUTO PHOTO TECHNOLOGIES INC. AND SUBSIDIARY
|-------------------------------------------
|(Formerly Auto Photo Technologies Inc.)    
|Statements of Cash Flows                   

|                                                           |   | For the Years Ended |  
|---------------------------------------------------------- | - | ------------------- | -
|                                                           |   | December 31,        |  
|                                                           |   | 2007                |  
|CASH FLOWS - OPERATING ACTIVITIES                          |   |                     |  
|Net income (loss)                                          | $ | 117,715             |  
|(Gain) on disposal of discontinued operations              |   | (400,268            | )
|Changes in operating assets
      and liabilities:         |   |                     |  
|Increase in accounts
      payable                         |   | 17,682              |  
|Increase
      in accounts payable  related parties       |   | 115,769             |  
|Increase (decrease) in
      accrued liabilities  related |   | 4,284               |  
|parties                                                    |   |                     |  
|Net cash (used for)
      continuing operating activities  |   | (144,818            | )
|Net cash
      from discontinued operating activities      |   | 72,333              |  
|Net cash (used for) operating activities                   |   | (72,485             | )
|                                                           |   |                     |  
|CASH FLOWS - INVESTING ACTIVITIES                          |   | -                   |  
|                                                           |   |                     |  
|CASH FLOWS - FINANCING ACTIVITIES                          |   |                     |  
|Issue common stock for cash                                |   | -                   |  
|Advances (payments) on notes payable and
      advances    |   |                     |  
| related parties                                          |   | 57,774              |  
|Net cash from continuing
      financing activities        |   | 57,774              |  
|Net cash
      from Discontinued Financing Activities      |   | -                   |  
|Net cash from financing activities                         |   | 57,774              |  
|                                                           |   |                     |  
|(DECREASE) IN CASH DURING YEAR                             |   | (14,711             | )
|CASH AT BEGINNING OF YEAR                                  |   | 14,804              |  
|CASH AT END OF YEAR                                        | $ | 93                  |  
|                                                           |   |                     |  
|                                                           |   |                     |  
|CASH PAID DURING THE PERIOD FOR:                           |   |                     |  
|Interest                                                   | $ | 1,959               |  
|Income taxes                                               | $ | -                   |  

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

F-5

---

|RAVEN BIOFUELS INTERNATIONAL CORPORATION AND
      SUBSIDIARY
|-------------------------------------------------------------
|(Formerly Auto Photo Technologies Inc.)                      
|Notes to Financial Statements                                

NOTE 1 - ORGANIZATION

Spectre Holdings Inc. (SHI) was
organized under the laws of the State of Nevada on December 11, 2003. On January
5, 2006 SHI changed its name to Auto Photo Technologies Inc. (APT). On September
17, 2007 APT. changed its name to Raven Biofuels International Corporation
(RBIC), hereafter referred to as The Company.

The financial statements for the years
ended December 31, 2007 and 2006 include the accounts of Raven Biofuels
International Corporation (RBIC). On December 15, 2007 the Company disposed of
its 80% interest in APK for nil proceeds and the elimination of the
responsibility for any liabilities of APK.

On September 17, 2007 the Company
undertook a 44 for 1 forward stock split of its authorized, issued and
outstanding common shares. The Companys authorized share capital is now
8,800,000,000 common shares of which 52,213,348 have been issued and are
outstanding.

NOTE 2 - DISCONTINUED OPERATIONS

On December 15, 2007 the Company
informed APK, its 80% subsidiary, that they are disposing of their investment in
APK by relinquishing their shareholdings in Auto Photo Kiosk GmbH. The proceeds
for this transaction were nil. The Company has realized an after tax gain on
this transaction of $400,268. Summarized financial information for discontinued
operations is shown below.

|December 31                                 |   | 2007 |  |   | 2006    | 
|------------------------------------------- | - | ---- |  | - | ------- | 
|                                            |   |      |  |   |         | 
|ASSETS                                      |   |      |  |   |         | 
|Current assets                              | $ | -    |  | $ | 31,356  | 
|Fixed assets                                |   | -    |  |   | 3,787   | 
|TOTAL ASSETS - DISCONTINUED OPERATIONS      | $ | -    |  | $ | 35,143  | 
|                                            |   |      |  |   |         | 
|LIABILITIES                                 |   |      |  |   |         | 
|Current liabilities                         | $ | -    |  | $ | 375,868 | 
|TOTAL LIABILITIES - DISCONTINUED OPERATIONS | $ | -    |  | $ | 375,868 | 

F-6

---

|RAVEN BIOFUELS INTERNATIONAL CORPORATION AND
      SUBSIDIARY
|-------------------------------------------------------------
|(Formerly Auto Photo Technologies Inc.)                      
|Notes to Financial Statements                                

NOTE 2 - DISCONTINUED OPERATIONS (continued)

|                                                  |   | For the Years Ended |  
|------------------------------------------------- | - | ------------------- | -
|                                                  |   | December 31,        |  
|                                                  |   | 2007                |  
|REVENUES                                          |   |                     |  
|Photo kiosks                                      | $ | 409,856             |  
|Total Revenue                                     |   | 409,856             |  
|EXPENSES                                          |   |                     |  
|Photo kiosk rent and leasing expense              |   | 247,265             |  
|Photo kiosk operating supplies
      and expenses |   | 29,614              |  
|General and administrative                        |   | 192,732             |  
|Interest expense                                  |   | 3,751               |  
|Depreciation expense                              |   | 13,371              |  
|Total
      Expenses                              |   | 486,733             |  
|LOSS FROM DISCONTINUED OPERATIONS                 |   |                     |  
|BEFORE MINORITY INTEREST                          |   | (76,877             | )
|Minority interest                                 |   | -                   |  
|LOSS FROM DISCONTINUED OPERATIONS                 |   |                     |  
|BEFORE INCOME TAXES                               |   | (76,877             | )
|Income
      tax expense                          |   | -                   |  
|LOSS FROM DISCONTINUED OPERATIONS                 |   |                     |  
|BEFORE DISPOSAL, NET OF TAXES                     |   | (76,877             | )
|Gain on disposal, net of
      nil income taxes   |   | 400,268             |  
|INCOME (LOSS) FROM DISCONTINUED                   |   |                     |  
|OPERATIONS, NET OF TAXES                          |   | 323,391             |  

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Accounting Method and
Presentation

The Companys financial statements are
prepared using the accrual method of accounting. All amounts are presented in
U.S. dollars.

b. Basic Loss Per Share

The computation of basic loss per share
of common stock is based on the weighted average number of shares outstanding
during the period of the financial statements. The Company has no outstanding
common stock equivalents as of December 31, 2007 and 2006.

c. Revenue Recognition

The Company earns a commission based on
the revenues generated by an e-commerce business. This revenue is recognized on
an accrual basis when the third party reports e-commerce revenues.

F-7

---

|RAVEN BIOFUELS INTERNATIONAL CORPORATION AND
      SUBSIDIARY
|-------------------------------------------------------------
|(Formerly Auto Photo Technologies Inc.)                      
|Notes to Financial Statements                                

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

d. Provision for Taxes

The Company adopted the provisions of
FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on
January 1, 2007. To the extent allowed by GAAP, we provide valuation allowances
against the deferred tax assets for amounts when the realization is
uncertain.

Deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss and tax credit carry-forwards and
deferred tax liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported amounts of assets
and liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.

When tax returns are filed, it is
highly certain that some positions taken would be sustained upon examination by
the taxing authorities, while others are subject to uncertainly about the merits
of the position taken or the amount of the position that would be ultimately
sustained. The benefit of a tax position is recognized in the financial
statements in the period during which, based on all available evidence,
management believes it is more likely than not that the position will be
sustained upon examination, including the resolution of appeals or litigation
processes, if any. Tax positions taken are not offset or aggregated with other
positions. Tax positions that meet the more-likely-than-not recognition
threshold are measured as the largest amount of tax benefit that is more than 50
percent likely of being realized upon settlement with the applicable taxing
authority. The portion of the benefits associated with tax positions taken that
exceed the amount measured as described above is reflected as a liability for
unrecognized tax benefits in the accompanying balance sheet along with any
associated interest and penalties that would be payable to the taxing
authorities upon examination.

Interest and penalties associated with
unrecognized tax benefits are classified as additional income taxes in the
statement of income.

The provision (benefit) for income
taxes for the year ended December 31, 2007 and 2006 consist of the
following:

| |          |   | 2007 |  |   | 2006 | 
| | -------- | - | ---- |  | - | ---- | 
| | Federal: |   |      |  |   |      | 
| | Current  | $ | -    |  | $ | -    | 
| | Deferred |   | -    |  |   | -    | 
| | State:   |   |      |  |   |      | 
| | Current  | $ | -    |  | $ | -    | 
| | Deferred |   | -    |  |   | -    | 
| |          | $ | -    |  | $ | -    | 

F-8

---

|RAVEN BIOFUELS INTERNATIONAL CORPORATION AND
      SUBSIDIARY
|-------------------------------------------------------------
|(Formerly Auto Photo Technologies Inc.)                      
|Notes to Financial Statements                                

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Net deferred tax assets consist of the
following components as of December 31, 2007 and 2006:

| |                                                                                                                                                                                                                                                                      |   | 2007     |   |   | 2006     |  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------- | - | - | -------- | -
| | Deferred tax assets                                                                                                                                                                                                                                                  |   |          |   |   |          |  
| | NOL Carryover                                                                                                                                                                                                                                                        | $ | 171,400  |   | $ | 272,140  |  
| | Accrued Interest                                                                                                                                                                                                                                                     |   | 5,700    |   |   | 5,269    |  
| | Deferred tax liabilities                                                                                                                                                                                                                                             |   |          |   |   |          |  
| | Depreciation                                                                                                                                                                                                                                                         |   | (1,700   | ) |   | (262     | )
| | Valuation allowance                                                                                                                                                                                                                                                  |   | (175,400 | ) |   | (277,147 | )
| | Net deferred tax asset                                                                                                                                                                                                                                               | $ | -        |   | $ | -        |  
| |                                                                                                                                                                                                                                                                      |   |          |   |   |          |  
| | The income tax provision differs from the amount of
      income tax determined by applying the U.S. federal and state income tax
      rate to pre-tax income from continuing operations for the years ended
      December 31, 2007 and 2006 due to the following: |  
|
|
| |                                                                                                                                                                                                                                                                      |   |          |   |   |          |  
| |                                                                                                                                                                                                                                                                      |   | 2007     |   |   | 2006     |  
| | Book income (loss)                                                                                                                                                                                                                                                   | $ | 45,908   |   | $ | (125,853 | )
| | Timing differences                                                                                                                                                                                                                                                   |   | 366      |   |   | 474      |  
| | Meals and entertainment                                                                                                                                                                                                                                              |   | 285      |   |   | 2,356    |  
| | Consulting and automobile  related
      party                                                                                                                                                                                                                      |   | 54,208   |   |   | 54,208   |  
| | NOL Utilization                                                                                                                                                                                                                                                      |   | (100,767 | ) |   | 68,815   |  
| | Income tax expense                                                                                                                                                                                                                                                   | $ | -        |   | $ | -        |  

At December 31, 2007, the Company had
net operating loss carry-forwards of approximately $400,000 that may be offset
against future taxable income from the year 2008 through 2028. No tax benefit
has been reported in the December 31, 2007 financial statements since the
potential tax benefit is offset by a valuation allowance of the same amount.

The Company has not filed any U.S.
federal or state income tax returns since it was formed. There are no penalties
for this non-compliance. The statue of limitations on tax positions is three
years from the date of filing; however it is indefinite until tax returns are
filed.

Due to the change in ownership
provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for
Federal income tax reporting purposes are subject to annual limitations. Should
a change in ownership occur, net operating loss carry-forwards may be limited as
to use in the future years.

F-9

---

|RAVEN BIOFUELS INTERNATIONAL CORPORATION AND
      SUBSIDIARY
|-------------------------------------------------------------
|(Formerly Auto Photo Technologies Inc.)                      
|Notes to Financial Statements                                

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

e. Use of Estimates

The preparation of the financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

f. Cash Equivalents

The Company considers all highly liquid
investments with a maturity of three months or less when purchased to be cash
equivalents.

g. Concentrations of Risk

Cash

The Company maintains cash in various
Canadian accounts and occasionally these amounts exceed insured limits.

h. Recent Accounting Pronouncements

During the year ended December 31,
2007, the Company adopted the following accounting pronouncements:

In March 2006, the FASB issued SFAS No.
156 Accounting for Servicing of Financial Assets, an amendment of FASB No.
140,which modifies the accounting for and reporting of servicing asset and
servicing liabilities. This statement is effective as of the beginning of our
first fiscal year that begins after September 15, 2006. We believe the adoption
of SFAS No. 156 will not have a material impact on our results of
operations.

In June 2006, the FASB issued Financial
Interpretation No. (FIN) 48, Accounting for Uncertainty in Income Taxes  an
interpretation of FASB Statement 109. FIN 48 prescribes a recognition
threshold and a measurement attribute for the financial statement recognition
and measurement of a tax position taken or expected to be taken in a tax return.
This interpretation also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure and
transition. This interpretation is effective for fiscal years beginning after
December 15, 2006. We believe the adoption of FIN 48 will not have a material
impact on our results of operations.

F-10

---

|RAVEN BIOFUELS INTERNATIONAL CORPORATION AND
      SUBSIDIARY
|-------------------------------------------------------------
|(Formerly Auto Photo Technologies Inc.)                      
|Notes to Financial Statements                                

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

In September 2006, the FASB issued SFAS
No. 157, Fair Value Measurements, that provides guidance for using fair
value to measure assets and liabilities. Under SFAS 157, fair value refers to
the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants in the market in
which the reporting entity transacts. SFAS 157 establishes a fair value
hierarchy that prioritizes the information used to develop the assumptions that
market participants would use when pricing the asset or liability. The fair
value hierarchy gives the highest priority to quoted prices in active markets
and the lowest priority to unobservable data. In addition, SFAS 157 requires
that fair value measurements be separately disclosed by level within the fair
value hierarchy. This standard will be effective for financial statements issued
for fiscal periods beginning after November 15, 2007 and interim periods within
those fiscal years. SFAS No. 157 is not currently applicable to the company and,
we believe the adoption of SFAS No. 157 will not have a material impact on our
results of operations.

i. Fixed Assets

Fixed assets are recorded at cost.
Major additions and improvements are capitalized. Minor replacements,
maintenance and repairs that do not extend the useful life of the assets are
expensed as incurred. Depreciation of property and equipment is determined using
the straight-line method over the useful lives; 3 years for office
equipment.

As of December 31, 2007 and 2006, the
Companys fixed assets were fully depreciated.

j. Foreign Currency Translation

Monetary assets and liabilities
denominated in foreign currencies are translated into United States dollars at
the period end exchange rate. Non-monetary assets are translated at the
historical exchange rate and all revenue and expenses are translated at the
exchange rates prevailing during the period. Foreign exchange currency
translation adjustments are included in the stockholders equity section.

k. Stock Options

On January 1, 2006, the Company adopted
Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based
Payment, (SFAS 123(R)) which requires the measurement and recognition of
compensation expense for all share-based payments to employees and directors
including employee stock options and stock purchases related to the Companys
employee stock option and award plans based on estimated fair values. SFAS
123(R) supersedes the Companys previous accounting under Accounting Principles
Board Option No. 25, Accounting for Stock Issued to Employees (APB25) for
periods beginning in fiscal 2006. In March 2005, the Securities and Exchange
Commission issued Staff Accounting Bulletin No. 107 (SAB 107) relating to SFAS
123(R). The Company has applied the provisions of SAB 107 in its adoption of
SFAS 123(R).

F-11

---

|RAVEN BIOFUELS INTERNATIONAL CORPORATION AND
      SUBSIDIARY
|-------------------------------------------------------------
|(Formerly Auto Photo Technologies Inc.)                      
|Notes to Financial Statements                                

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

During 2007 and 2006, no options were
granted by the Company, therefore the accounting provisions of SFAS No. 123 have
no impact on the Companys reported net losses for the years ended December 31,
2007 and 2006.

l. Long  Lived Assets

The Company follows SFAS No. 142
Goodwill and Other Intangible Assets with respect to long-lived assets. The
Company evaluates its long-lived assets for impairment annually or whenever
events or changes in circumstances indicate that the carrying amount of such
assets or intangibles may not be recoverable. Recoverability of assets to be
held and used is measured by a comparison of the carrying amount of an asset to
future undiscounted net cash flows expected to be generated by the asset. If
such assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceeds the
fair value of the assets.

NOTE 4 - COMMON STOCK TRANSACTIONS

On September 17, 2007 the Company
undertook a 44 for 1 forward stock split of its authorized, issued and
outstanding common shares. The Companys authorized share capital is now
8,800,000,000 common shares of which 52,213,348 have been issued and are
outstanding. All share amounts and common stock amounts for 2007 and 2006 have
been adjusted to reflect this forward stock split.

During 2006, the Company completed a
private placement and conversion of certain debts for shares. The private
placement was for 22,880,000 common shares for total proceeds of $104,000. In
additional, an officer and director received 29,333,304 common shares for the
conversion of $133,333 of outstanding accounts payable to common shares.

NOTE 5 - ADVANCES PAYABLE

During 2004, the Company was advanced
$24,990 by an unrelated company, this advance is non interest bearing and has no
set repayment terms.

NOTE 6 - RELATED PARTY TRANSACTIONS

Related party transactions are measured
at the exchange amount, which is the amount of consideration established and
agreed to by the related parties.

Accounts Payable  Related Parties

As of December 31, 2007 and 2006, the
Company owed Ian S. Grant and Company Ltd. $507,969 and $392,201, respectively,
for consulting fees.

F-12

---

|RAVEN BIOFUELS INTERNATIONAL CORPORATION AND
      SUBSIDIARY
|-------------------------------------------------------------
|(Formerly Auto Photo Technologies Inc.)                      
|Notes to Financial Statements                                

NOTE 6 - RELATED PARTY TRANSACTIONS (Continued)

Notes Payable and Advances  Related
Parties

As of December 31, 2007 and 2006, the
Company had borrowed $92,716 and $29,413, respectively, from the Companys CEO
and President, Ian S. Grant. The amounts bear an interest rate of 8%, are
unsecured and due on demand. For the years ended December 31, 2007 and 2006
accrued liabilities  related parties included accrued interest of $14,548 and
$8,640, respectively for the amounts monies.

NOTE 7 - COMMITMENTS

The Company continues to honor a
consulting agreement with I. S. Grant and Company Ltd. (a related party)
initiated by the predecessor company, Spectre Industries, Inc. Under the terms
of that agreement, on a month to month basis I. S. Grant and Company Ltd.
provides on-site management and marketing services to the Company for $11,083
per month plus a $500 car allowance.

NOTE 8 - STOCK OPTIONS

There were no stock options outstanding
during the fiscal years 2007 and 2006.

NOTE 9 - SEGMENT REPORTING

At December 31, 2007 and 2006, the
Company had one reportable segment: e-commerce commission revenue.

NOTE 10 -GOING CONCERN

The Companys financial statements are
prepared using generally accepted accounting principles applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company does not have
cash or other material assets, nor does it have established sources of revenues
to cover operating costs and to allow it to continue as a going concern. The
financial statements do not reflect any adjustments that might result from the
outcome of this uncertainty. It is the intent of the Company to obtain financing
through equity offerings or other feasible financing alternatives to fund its
ongoing operations. There is no assurance the Company will be successful in
raising new capital or increasing its revenues.

F-13

---

|RAVEN BIOFUELS INTERNATIONAL CORPORATION AND
      SUBSIDIARY
|-------------------------------------------------------------
|(Formerly Auto Photo Technologies Inc.)                      
|Notes to Financial Statements                                

NOTE 11 -SUBSEQUENT EVENTS

On October 29, 2007, the Company
entered into a share exchange agreement with Raven Biofuels International
Corporation, a Delaware corporation, and the shareholders of Raven Biofuels
International Corporation. Pursuant to the terms of the share exchange
agreement, the Company agreed to acquire all of the issued and outstanding
shares of Raven Biofuels International Corporations common stock in exchange
for the issuance by our company of 14,000,000 shares of our common stock to the
shareholders of Raven Biofuels International Corporation.

On January 24, 2008 the Company
received a notice of termination of the agreement from Raven Biofuels
International Corporation, now known as Superior Biotechnologies Corporation,
terminating the share exchange agreement, given the lapse of time since the
entry into of the agreement.

NOTE 12 -COMPARATIVE FIGURES

Certain prior year comparative figures
have been reclassified to conform to the current year presentation

F-14

---

- 16 -

Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.

None.

Item 8A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commissions rules and forms and that
such information is accumulated and communicated to our management, including
our Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow for timely decisions regarding required disclosure. In designing and
evaluating the disclosure controls and procedures, management recognizes that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Our disclosure controls and
procedures were designed to provide reasonable assurance that the controls and
procedures would meet their objectives.

As required by SEC Rule 13a-15(b), we carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this report. Based on the
foregoing, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective at the reasonable
assurance level.

Managements Annual Report on Internal Control over
Financial Reporting

Management is responsible for establishing and maintaining
adequate internal control over our financial reporting. In order to evaluate the
effectiveness of internal control over financial reporting, as required by
Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment,
including testing, using the criteria in Internal Control  Integrated
Framework, issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Our system of internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements.

Management has used the framework set forth in the report
entitled Internal Control-Integrated Framework published by the Committee of
Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate
the effectiveness of our internal control over financial reporting. Based on
this assessment, management has concluded that our internal control over
financial reporting was effective as of December 31, 2007.

This Annual Report does not include an attestation report of
our independent registered public accounting firm regarding internal control
over financial reporting. Our internal control over financial reporting was not
subject to attestation by our independent registered public accounting firm
pursuant to temporary rules of the SEC that permit us to provide only
managements report in this Annual Report.

There has been no change in our internal controls over
financial reporting during our most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.

---

- 17 -

PART III

Item 9. Directors, Executive Officers, Promoters, Control
Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange
Act.

All directors of our company hold office until the next annual
meeting of the stockholders or until their successors have been elected and
qualified. The officers of our company are appointed by our board of directors
and hold office until their death, resignation or removal from office. Our
directors, executive officers and significant employees, their ages, positions
held, and duration as such, are as follows:

Name
    Position Held with the
      Company
    Age
    Date First Elected
      or AppointedIan S. Grant
    President, Secretary, Treasurer and
      Director
    55
    December 11, 2003


Business Experience

The following is a brief account of the education and business
experience of each director and executive officer during at least the past five
years, indicating each person's business experience, principal occupation during
the period, and the name and principal business of the organization by which he
was employed.

Ian S. Grant, President, Secretary, Treasurer and Director

Ian S. Grant has been our President, Secretary, Treasurer and
director since our inception on December 11, 2003. In addition, Mr. Grant was
President, Chief Executive Officer, Chairman and a director of our former
parent, Spectre Industries Inc. from January 1999 to May, 2004. Mr. Grant was
also a director and officer of Grant Brothers Sales Limited. He is also the
President of I. S. Grant & Company Ltd which provides management services.
Prior to this, from 1991 to 1995, Mr. Grant was President and CEO of Interactive
Videosystems Inc., a publicly traded company which designs, produces and
distributes interactive video and multimedia software products.

Committees of the Board

We do not have a separate audit committee at this time. Our
entire board of directors acts as our audit committee.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:

1. any bankruptcy petition filed by or
against any business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that
time;

2. any conviction in a criminal
proceeding or being subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses);

3. being subject to any order,
judgment, or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities; or

4. being found by a court of competent
jurisdiction (in a civil action), the Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended, or vacated.

---

- 18 -

Audit Committee

We do not have a separate audit committee at this time. Our
entire board of directors acts as our audit committee.

Audit Committee Financial Expert

Our board of directors has determined that we do not have a
board member that qualifies as an audit committee financial expert as defined
in Item 407(d)(5)(ii) of Regulation S-B, nor do we have a board member that
qualifies as an independent director as defined by Rule 4200(a)(15) of the
Rules of Nasdaq Marketplace Rules.

We believe that our board of directors is capable of analyzing
and evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The board of directors of our company does
not believe that it is necessary to have an audit committee because our company
believes that the functions of an audit committees can be adequately performed
by our board of directors. In addition, we believe that retaining an independent
director who would qualify as an audit committee financial expert would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:

1. any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time;

2. any conviction in a criminal proceeding or being subject to
a pending criminal proceeding (excluding traffic violations and other minor
offences);

3. being subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; or

4. being found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our
executive officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during the year ended December 31, 2007, all filing requirements
applicable to its officers, directors and greater than 10% percent beneficial
owners were complied with, with the exception of the following:

Name
    Number of Late
      Reports
    Number of Transactions
      Not Reported on a Timely Basis
    Failure to File
      Requested FormsIan S. Grant
    Nil
    Nil
    Nil


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Code of Ethics

Our company's board of directors adopted a Code of Business
Conduct and Ethics that applies to, among other persons, our company's
President, Secretary, Treasurer, Chief Executive Officer, Chief Financial
Officer and Chief Operating Officer (being our principal executive officers and
principal accounting officers), as well as our independent directors and other
persons performing similar functions. As adopted, our Code of Business Conduct
and Ethics sets forth written standards that are designed to deter wrongdoing
and to promote:

1. honest and ethical conduct, including the ethical handling
of actual or apparent conflicts of interest between personal and professional
relationships;

2. full, fair, accurate, timely, and understandable disclosure
in reports and documents that we file with, or submit to, the Securities and
Exchange Commission and in other public communications made by us;

3. compliance with applicable governmental laws, rules and
regulations;

4. the prompt internal reporting of violations of the Code of
Business Conduct and Ethics to an appropriate person or persons identified in
the Code of Business Conduct and Ethics; and

5. accountability for adherence to the Code of Business Conduct
and Ethics.

Our Code of Business Conduct and Ethics requires, among other
things, that all of our company's senior officers commit to timely, accurate and
consistent disclosure of information; that they maintain confidential
information; and that they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes
that all employees, and particularly senior officers, have a responsibility for
maintaining financial integrity within our company, consistent with generally
accepted accounting principles, and federal and state securities laws. Any
senior officer who becomes aware of any incidents involving financial or
accounting manipulation or other irregularities, whether by witnessing the
incident or being told of it, must report it to our company. Any failure to
report such inappropriate or irregular conduct of others is to be treated as a
severe disciplinary matter. It is against our company policy to retaliate
against any individual who reports in good faith the violation or potential
violation of our company's Code of Business Conduct and Ethics by another.

Procedure for Submitting Shareholder Proposals

We encourage shareholders to submit proposals, questions or
concerns to us by writing to our President or any member of our Board of
Directors. All written communications with Board members are treated as
confidential. Instructions and contact our President and/or our Board of
Directors at our executive offices. Once a proposal, question or concern is
received by our President or a Board member, the communication is reviewed and
addressed accordingly.

Procedure for Submitting Shareholder Proposals Related to
Nominee as Director

See Procedures for Submitting Shareholder Proposals
above.

Item 10. Executive Compensation.

The particulars of compensation paid to the following
persons:

- our principal executive officer;
- each of our two most highly compensated executive officers who were serving
  as executive officers at the end of the year ended December 31, 2007; and

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- up to two additional individuals for whom disclosure would have been
  provided under (b) but for the fact that the individual was not serving as our
  executive officer at the end of the most recently completed financial year,

who we will collectively refer to as the named executive
officers, of our year ended December 31, 2006 , are set out in the following
summary compensation tables:

Summary Compensation Table

Name and
      Principal Position
    Year
    Salary (US$)
    Bonus (US$)
    Stock
      Awards (US$)
    Option
      Awards (US$)
    Nonequity
      Incentive Plan Compen- sation
      (US$)
    Non-
      qualified Deferred Compen-
      sation Earnings (US$)
    All Other
      Compen- sation (US$)(1)
    Total (US$)Ian S. Grant President, Secretary, Treasurer
      and Director
    2007 2006
    132,996(2)132,996(2)
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    132,996 132,996


|(1) | The value of perquisites and other personal benefits,
      securities and property for the officers that do not exceed the lesser of
      $10,000 or 10% of the total of the annual salary and bonus and is not
      reported herein.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                         
|(2) | Salary is actually a management fee, accrued and payable
      to I. S. Grant and Company Ltd.                                                                                                                                          

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth for each named executive officer
certain information concerning the outstanding equity awards as of December 31,
2007.

Option Awards
    Stock AwardsName
    Number
      of Securities Underlying Unexercised
      Options Exercisable
    Number
      of Securities Underlying Unexercised
      Options Unexercisable
    Equity
      Incentive Plan Awards: Number
      of Securities Underlying Unexercised
      Unearned Options
    Option
      Exercise Price
    Option
      Expiration Date
    Number
      of Shares or Units of Stock that
      Have Not Vested
    Market Value of
      Shares or Units of Stock that Have Not
      Vested
    Equity
      Incentive Plan Awards : Number of
      Unearned Shares, Units or Other
      Rights that Have Not Vested
    Equity
      Incentive Plan Awards : Market or
      Payout Value of Unearned Shares, Units
      or Other Rights that Have Not
      VestedIan S. Grant
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil


COMPENSATION PLANS

As of December 31, 2007, we did not have any compensation plans
in place. However, we may issue stock options to our directors, officers and
employees in the future, upon adoption of a stock option plan.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers, except that
our directors and executive officers receive stock options at the discretion of
our Board. We do not have any material bonus or profit sharing plans pursuant to
which cash or non-cash compensation is or may be paid to our directors or
executive officers, except that stock options may be granted at the discretion
of our Board.

We have no plans or arrangements in respect of remuneration
received or that may be received by our executive officers to compensate such
officers in the event of termination of employment (as a result of resignation,

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- 21 -

retirement, change of control) or a change of responsibilities
following a change of control, where the value of such compensation exceeds
$60,000 per executive officer.

Employment Contracts

Other than as set out below, we have not entered into any
employment agreement or consulting agreement with our directors and executive
officers.

For the year ended December 31, 2007, our president, Ian S.
Grant, provided management services to our company through I. S. Grant and
Company Ltd. for which our company was charged $132,996. As at December 31, 2007
our company owes I. S. Grant and Company Ltd. $507,969 for compensation that has
been accrued but not paid.

Compensation of Directors

We have no formal plan for compensating our directors for their
service in their capacity as directors, although such directors are expected in
the future to receive stock options to purchase common stock as awarded by our
board of directors or (as to future stock options) a compensation committee
which may be established. Directors are entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in connection with attendance
at meetings of our board of directors. Our board of directors may award special
remuneration to any director undertaking any special services on our behalf
other than services ordinarily required of a director. No director received
and/or accrued any compensation for their services as a director, including
committee participation and/or special assignments.

Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

We have set forth in the following table certain information
regarding our Common Stock beneficially owned on April 2, 2008 for (i) each
stockholder we know to be the beneficial owner of 5% or more of our outstanding
Common Stock, (ii) each of our executive officers and directors, and (iii) all
executive officers and directors as a group. In general, a person is deemed to
be a beneficial owner of a security if that person has or shares the power to
vote or direct the voting of such security, or the power to dispose or to direct
the disposition of such security. A person is also deemed to be a beneficial
owner of any securities of which the person has the right to acquire beneficial
ownership within 60 days.

As of April 2, 2008, we had 52,213,348 shares of Common Stock
outstanding.

Name and Address of
      Beneficial Owner
    Amount and
      Nature of Beneficial Ownership
    Percentage of Class(1)Ian S. Grant #6 - 260 E. Esplanade North Vancouver,
      British Columbia V7L 1A3
    29,333,348
    56.18%Directors and Officers (as a group)
    29,333,348
    56.18%


(1) Based on 52,213,348 shares outstanding as of April 2,
2008.

Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change in control of our
company.

Item 12. Certain Relationships and Related Transactions, and
Director Independence.

There have been no transactions or proposed transactions in
which the amount involved exceeds the lesser of $120,000 or one percent of the
average our total assets at year-end for the last three completed fiscal years
in which

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- 22 -

any of our directors, executive officers or beneficial holders
of more than 5% of the outstanding shares of our common stock, or any of their
respective relatives, spouses, associates or affiliates, has had or will have
any direct or material indirect interest.

For the years ended December 31, 2007, our President, Ian S.
Grant, provided management services to our company through I. S. Grant and
Company Ltd. for which our company was charged $132,996. As at December 31, 2007
our company owes I. S. Grant and Company Ltd. $507,969 for compensation that has
been accrued but not paid.

For the year ended December 31, 2007 and 2006, we borrowed
$92,716 and $29,413, respectively, from our President, Ian S. Grant. The amounts
bear an interest rate of 8%, are unsecured and due on demand.

Item 13. Exhibits.

Exhibits required by Item 601 of Regulation S-B

Exhibit Number and Exhibit Title

|(3)      | Articles of
        Incorporation and Bylaws                                                                                                                                                                                                                                                        
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                                                     
|3.1      | Articles of Incorporation
        (incorporated by reference from our Registration Statement on Form SB-2
        filed on September 15, 2006).                                                                                                                                                     
|         |                                                                                                                                                                                                                                                                                                     
|3.2      | Bylaws (incorporated
        by reference from our Registration Statement on Form SB-2 filed on September
        15, 2006).                                                                                                                                                                        
|         |                                                                                                                                                                                                                                                                                                     
|3.3      | Certificate of
        Amendment (incorporated by reference from our Registration Statement on
        Form SB-2 filed on September 15, 2006).                                                                                                                                                      
|         |                                                                                                                                                                                                                                                                                                     
|3.4      | Certificate of
        Change (incorporated by reference from our Form 8-K filed on September
        17, 2007).                                                                                                                                                                                    
|         |                                                                                                                                                                                                                                                                                                     
|3.5      | Articles of Merger
        (incorporated by reference from our Form 8-K filed on October 2, 2007).                                                                                                                                                                                                  
|         |                                                                                                                                                                                                                                                                                                     
|3.6      | Asset Distribution
        Agreement between Spectre Industries Inc. and Spectre Holdings Inc., dated
        December 10, 2003 (incorporated by reference from our Registration Statement
        on Form SB-2 filed on September 15, 2006).                                                       
|         |                                                                                                                                                                                                                                                                                                     
|3.7      | Form of Subscription
        Agreement (incorporated by reference from our Registration Statement on
        Form SB-2 filed on September 15, 2006).                                                                                                                                                
|         |                                                                                                                                                                                                                                                                                                     
|3.8      | Share Exchange
        Agreement between our company, Raven Biofuels International Corporation
        and the selling the shareholders of Raven Biofuels International Corporation,
        dated October 29, 2007 (incorporated by reference from our Form 8-K filed
        on November 2, 2007).
|         |                                                                                                                                                                                                                                                                                                     
|**(14)** | **Code
        of Ethics**                                                                                                                                                                                                                                                                          
|         |                                                                                                                                                                                                                                                                                                     
|         |                                                                                                                                                                                                                                                                                                     
|14.1     | Code of Business
        Conduct and Ethics (incorporated by reference from our Annual Report on
        Form 10-KSB filed on July 5, 2007).                                                                                                                                                        
|         |                                                                                                                                                                                                                                                                                                     
|(31)     | Section 302
        Certification                                                                                                                                                                                                                                                                   
|         |                                                                                                                                                                                                                                                                                                     
|31.1*    | Section
        302 Certification of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                
|         |                                                                                                                                                                                                                                                                                                     
|(32)     | Section 906 Certification                                                                                                                                                                                                                                                                           
|         |                                                                                                                                                                                                                                                                                                     
|32.1*    | Section
      906 Certification of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                  

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- 23 -

Item 14.Principal Accountants Fees and Services

Audit Fees

For the fiscal periods ended December 31, 2007 and 2006, the
aggregate fees billed by HJ & Associates, LLC for professional services
rendered for the audit of our annual financial statements included in our annual
report on Form 10-KSB were $21,350 and $16,082, respectively.

Audit Related Fees

For the fiscal periods ended December 31, 2007 and 2006, the
aggregate fees billed for assurance and related services by HJ & Associates
relating to the performance of the audit of our financial statements which are
not reported under the caption "Audit Fees" above, was $2,050 and $9,890,
respectively.

Tax Fees

For the fiscal periods ended December 31, 2007 and 2006, the
aggregate fees billed by HJ & Associates for other non-audit professional
services, other than those services listed above, totalled $Nil and $Nil,
respectively.

We do not use HJ & Associates for financial information
system design and implementation. These services, which include designing or
implementing a system that aggregates source data underlying the financial
statements or generates information that is significant to our financial
statements, are provided internally or by other service providers. We do not
engage HJ & Associates to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before HJ & Associates is engaged by us to
render any auditing or permitted non-audit related service, the engagement
be:

- approved by our audit committee (which consists of our entire board of
  directors); or
- entered into pursuant to pre-approval policies and procedures established
  by the board of directors, provided the policies and procedures are detailed
  as to the particular service, the board of directors is informed of each
  service, and such policies and procedures do not include delegation of the
  board of directors' responsibilities to management.

The board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

The board of directors has considered the nature and amount of
fees billed by HJ & Associates and believes that the provision of services
for activities unrelated to the audit is compatible with maintaining HJ &
Associates' independence.

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- 24 -

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.

RAVEN BIOFUELS INTERNATIONAL CORPORATION

/s/ Ian S. GrantBy: Ian S. Grant, President, Secretary,
Treasurer and Director(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)

April 11, 2008

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