---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year endedDecember 31,
2008

[   ]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(Exact name of registrant as specified in
its charter)

|Nevada                                                               | N/A                                 
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|                                                                     |                                     
|                                                                     |                                     
|61 South Paramus Road, Paramus, New Jersey                           | 07652                               
|(Address of principal executive offices)                             | (Zip Code)                          
|                                                                     |                                     
|Registrant's telephone number, including area code:                  | 1-866-433-3356                      

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

|Title of Each Class | Name of Each Exchange On Which Registered
|------------------- | -----------------------------------------
|N/A                 | N/A                                      

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

N/A(Title of class)

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 the Securities Act.

  Yes [   ]    No [X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the ActYes [   ]    No [X]

---

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

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K.[   ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See definition of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [   ] | Accelerated
      filer                   
      [   ]
|----------------------------- | ------------------------------------------------------
|Non-accelerated filer   [   ] | Smaller reporting company [X]                         

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

The aggregate market value of Common Stock held by
non-affiliates of the Registrant on April 8, 2009 was $2,502,500 based on a
$0.11 closing price for the Common Stock on April 8, 2009. For purposes of this
computation, all executive officers and directors have been deemed to be
affiliates. Such determination should not be deemed to be an admission that
such executive officers and directors are, in fact, affiliates of the
Registrant.

Indicate the number of shares outstanding of each of the
registrants classes of common stock as of the latest practicable 
  date.52,563,348 as of April 8, 2009

DOCUMENTS INCORPORATED BY REFERENCE

None.

---

TABLE OF CONTENTS

|Item
      1.  | Business                                                                                                                 | 4 
|-------------- | ------------------------------------------------------------------------------------------------------------------------ | --
|               |                                                                                                                          |   
|Item
      1A. | Risk
      Factors                                                                                                       | 8 
|               |                                                                                                                          |   
|Item
      1B. | Unresolved
      Staff Comments                                                                                          | 10
|               |                                                                                                                          |   
|Item
      2.  | Properties                                                                                                               | 11
|               |                                                                                                                          |   
|Item
      3.  | Legal
      Proceedings                                                                                                  | 11
|               |                                                                                                                          |   
|Item
      4.  | Submission
      of Matters to a Vote of Security Holders                                                                | 11
|               |                                                                                                                          |   
|Item
      5.  | Market
      for Registrants Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities | 11
|               |                                                                                                                          |   
|Item
      6.  | Selected
      Financial Data                                                                                            | 12
|               |                                                                                                                          |   
|Item
      7.  | Managements
      Discussion and Analysis of Financial Condition and Results of Operations                              | 12
|               |                                                                                                                          |   
|Item
      7A. | Quantitative
      and Qualitative Disclosures About Market Risk                                                         | 20
|               |                                                                                                                          |   
|Item
      8.  | Financial
      Statements and Supplementary Data                                                                        | 20
|               |                                                                                                                          |   
|Item
      9.  | Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure                         | 28
|               |                                                                                                                          |   
|Item
      9A. | Controls
      and Procedures                                                                                            | 38
|               |                                                                                                                          |   
|Item
      9B. | Other
      Information                                                                                                  | 40
|               |                                                                                                                          |   
|Item
      10. | Directors,
      Executive Officers and Corporate Governance                                                             | 40
|               |                                                                                                                          |   
|Item
      11. | Executive
      Compensation                                                                                             | 43
|               |                                                                                                                          |   
|Item
      12. | Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters               | 45
|               |                                                                                                                          |   
|Item
      13. | Certain
      Relationships and Related Transactions, and Director Independence                                          | 46
|               |                                                                                                                          |   
|Item
      14. | Principal
      Accounting Fees and Services                                                                             | 47
|               |                                                                                                                          |   
|Item
      15. | Exhibits,
      Financial Statement Schedules                                                                            | 47

---

PART I

Item 1.      Business

This annual report contains forward-looking statements. 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,
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 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 current report and unless otherwise indicated,
the terms we, us, our, our company and Raven Biofuels mean our
company, Raven Biofuels International Corporation, unless otherwise indicated.

General Overview

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

Effective September 17, 2007, we effected a forty-four (44) for
one (1) forward stock split of our authorized, issued and outstanding shares. As
a result, our authorized capital 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 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.

The address of our principal executive office is 61 South
Paramus Road, Paramus, New Jersey, 07652. Our telephone number is
1-866-433-3356.

Our Current Business

During our quarter ended September 30, 2008 we ceased our
previous operations which consisted of receiving sales commissions from a third
party company. We earned a commission based on the revenues generated by an
e-commerce business.

Raven Biofuels International Corporation (also known as ―Raven‖ or the ―Company‖) is a renewable fuels company currently trading on the OTB:BB under the symbol RVBF. We plan to develop a global renewable energy business whose principal focus is the manufacturing, production and wholesale distribution of high quality fuel-grade cellulosic based ethanol and green derivative chemicals. Raven has acquired a worldwide technology license to a proprietary acid hydrolysis process that converts agriculture cellulosic waste into ethanol. The Company will utilize trade secrets, several patents, proprietary technologies, and processes that will enable it to become a competitive low-cost producer of renewable fuel products.

---

We had been investigating other opportunities in our efforts to
  maximize shareholder value. Management identified other opportunities in the
alternative fuels sector.

On May 21, 2008, we entered into an assignment agreement whereby we accepted an assignment of an agreement between Tribune Capital Partners SA and Spectrum Energy Company Ltd. for the construction of bio-fuel plants in the Province of British
  Columbia, for the conversion of Mountain Pine Beetle softwood into ethanol for use as low-carbon transportation fuel and high value chemicals. Both parties are to make various contributions to the joint venture as described in the agreement, which
  includes pro-rata capital contributions, the provision of technology, management and operational expertise and supply of feed stock, among others.

On May 26, 2008, we entered into a letter of intent with Superior Biotechnologies Corporation pursuant to which we have negotiated a definitive agreement for the acquisition from Superior of certain contractual rights and intellectual property
rights for the payment of $75,000 and the return of 400 shares of Superior that we had received from Nicholas DeVito, a shareholder of Superior. The consideration will also consist of our company assuming liability for a loan of $875,000
that was provided from Tribune Capital Partners SA to Superior. The proceeds from this loan were used by Superior to fund license payments and further development of the technology. The acquisition primarily consisted of the acquisition of a
Technology License Agreement that Superior currently has from Pure Energy Corporation, and the acquisition of an agreement for the rights to construct a bio-fuel plant in India. The acquisition of the technology license will allow our company to
deploy the two stage dilute acid hydrolysis as well as other rights and options with respect to Pure Energy. This technology will provide us with the technology required for the construction of bio-refineries for the production of ethanol and other
high value chemicals.

On June 10, 2008 we entered into the definitive asset purchase agreement with Superior for the above referenced asset acquisition. We closed the asset purchase and related agreements with Superior on August 26, 2008.

The Licensing Agreement that we acquired provides our company with the right to commercially utilize Pure Energys technology in any of our facilities around the world with limited exceptions. A one-time licensing fee of $1,250,000
associated with this arrangement is payable to Pure Energy by the license holder.

This fee is payable in three installments - $250,000 thirty days following the signing of the licensing, $750,000 within six months of signing the agreement, and $250,000 on the date either Pure Energy or the license holder commence
production of ethanol at a Biorefinery (defined term in the Licensing Agreement) of any scale anywhere in the Territory (defined term in the Licensing Agreement) or in India using the Biorefinery Process (defined term in the Licensing Agreement).
The $250,000 pursuant to the first installment of the technology license agreement had been paid, an additional $250,000 had been paid, which payment was made on account of the India construction agreement, but has been applied to the
License Agreement. Given that the India agreement has not been proceeded with at this time, the final payment of $250,000 is not required to be paid and that agreement provides that Pure Energy shall credit the license holder with any other
frees payable under the License Agreement.

In October of 2008, we signed a Memorandum of Understanding with the Kamloops Indian Band in British Columbia to explore the development and building of a cellulosic ethanol biorefinery in Kamloops British Columbia. .The initial phase will be a
feasibility study including location specific engineering and permitting. An initial investment by the Kamloops Indian Band and our company will fund this phase.

On November 12, 2008, we signed a Memorandum of Understanding with Price Biostock to develop an ethanol biorefinery located in the Gulf Opportunity Zone (GO Zone) of Mississippi. Price is a long term supplier of biomass feedstock.

On November 19, 2008, we signed a Memorandum of Understanding with Larson Engineering to begin engineering for the proposed Mississippi biorefinery. Larson will lead the fundamental process design engineering that will be utilized for all of our
biorefinery facilities and perform the site specific design details for the Mississippi biorefinery. Larson has been involved with 50+ ethanol and biorefinery facilities throughout the U.S.

On February 5, 2009, we entered into a term sheet with I2BF, a UK based investment firm for a $5,000,000 equity investment in the company. The investment is contingent on another $7,000,000 being committed from other investors.

---

We are a company engaged in the development and production of alternative based fuels. We have not yet commenced construction on our proposed biofuel plants.

Projects Currently under Development

Key projects for new biorefineries being developed but not yet definitive are:

British Columbia

A site has been identified within the Kamloops Indian Band territory on the Thompson River. This site is in close proximity to feedstock from the pine beetle infested area in the northern sector of the province. This wood is unusable for other
applications and provides a readily available, low cost feedstock for the facility.

Ackerman, Mississippi

The site is located north of Jackson, Mississippi in Choctaw County. This will be in close proximity to extensive feedstock reserves that are available throughout Mississippi.

The plant will initially consume approximately 500 dry metric tons per day (500TPD) of hardwood and softwood chips. We expect the initial capacity of the plant will be 7,000,000 gallons per year of ethanol (7MGPY) and 4,000,000 gallons per year
(4MGPY) of high value furfural chemicals. Multiple future expansions in capacity are planned for this site with total capacity up to 33,000,000 gallons per year (33MGPY) of ethanol and furfural products. Feedstock for this facility will be provided
by Price Biostock under a supply contract.

Project Engineering and Timelines

We have selected and contracted an engineering firm to perform the fundamental process design activities that will be common to both plant locations. Each plant will require unique, local civil, structural and environmental permitting and
engineering activities, and we have selected engineering firms for this work in British Columbia and Mississippi

Once funding is in place and process design work is started, we expect that it will take approximately six months to receive environmental permits to begin groundbreaking. Plant completion is planned for 18 months after groundbreaking.

Geographical Focus

We intend to focus on locations for ethanol facilities that are both close to end-user refineries and sources of feedstock in order to further minimize production and delivery costs. Traditional corn ethanol producers must be located near their
source of corn and hence are found predominately in the U.S. Midwest, far away from refineries. Ethanol is transported long distances by these producers via rail and trucks to markets on the U.S. East, West and Gulf coasts for use by refinery
gasoline blenders located in these areas. By using biomass feedstock rather than corn, we are able to develop our ethanol facilities in much closer proximately to these refiners, significantly reducing transportation costs and time of delivery of
the end-product. South America, Europe and Asia could be addressed initially through joint ventures or strategic relationships.

---

Major Customers

Since we are not yet operational, we have no customers. Once we complete the construction of our facilities and commence producing biofuels, we anticipate that our major customers will be the principal fuel distributors in the United States and
Canada.

Competition

The alternative energy industry is widespread and highly competitive.
  Numerous entities in the United States and around the world compete with our
  efforts to produce, process and distribute energy from renewable resources,
  including ethanol and biodiesel. We face, and expect to continue to face, competition
  from entities to the extent that they develop products similar or identical
  to ours. We also face, and expect to continue to face, competition from entities
  that provide alternative energy solutions from renewable resources other than
  bio-fuels, such as solar, hydro and wind energy producers.

Because many of our competitors have substantially greater
  capital resources and more experience in research and development, manufacturing
  and marketing than we do, we may not succeed in developing our proposed products
  and bringing them to market in a cost-effective and timely manner.

We are a development stage company that plans to engage exclusively
  in the production, processing and distribution of biodiesel. To date, we have
  not yet completed the construction of our biofuels production facilities. Consequently,
  we may have difficulty competing with larger, more established biofuel producing
  companies. These companies have much greater financial, technical, research,
  marketing, sales, distribution, service and other resources than us. Moreover,
  they may offer broader product lines, services and have greater name recognition
  than we do, and may offer discounts as a competitive tactic.

The technologies for producing and processing biofuels and
  approaches for commercializing those technologies are evolving. Technological
  developments may result in our products and/or processes becoming obsolete before
  we commence production. If we are unable to commence production and processing
  of our products before our competitors, we will be adversely affected. Moreover,
  any products and technologies that we may develop may be made obsolete by less
  expensive products or technologies that may be developed from our competitors
  in the future.

Environmental Matters

Production of alternative fuels is subject to various federal and state environmental protection and occupational health and safety laws and regulations, not limited to, but including the Environmental Protection Agency Clean Air Act and Clean Water
Act. Upon commencing production of biofuels, we will be required to comply with these regulation and incur costs (as part of our normal operating expenses) to be in compliance with these regulations.

Subsidiaries

We do not have any subsidiaries.

Research and Development Expenditures

We have incurred $Nil in research and development expenditures over the last fiscal year.

Employees

Currently, we do not have any employees. We expect to employee 5 - 10 people over the next 12 month period.

We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our exploration programs.

---

Intellectual Property

We do not own, either legally or beneficially, any patent or
trademark.

Item 1A.   Risk Factors

GENERAL STATEMENT ABOUT RISKS

An investment in our common stock involves a number of very
significant risks. You should carefully consider the following risks and
uncertainties in addition to other information in this annual report in
evaluating our company and our business before purchasing shares of our
company's common stock. Our business, operating results and financial condition
could be seriously harmed due to any of the following risks. You could lose all
or part of your investment due to any of these risks.

Risks Relating to Our Business:

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. 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 our cash on hand will not be sufficient to
satisfy our cash requirements for the balance of the year ended December 31,
2009. In addition, there is no assurance that actual cash requirements will not
exceed our estimates. In particular, additional capital may be required in the
event that:

- we incur unexpected costs or
encounter any unexpected technical or other difficulties;

- we incur delays and additional
expenses as a result of technology failure;

- we are unable to create a substantial
market for our products; or

- we incur any significant
unanticipated expenses.

The occurrence of any of the aforementioned events could
prevent us from pursuing our business plans and ultimately achieving a
profitable level of such operations.

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, 2008
we have an accumulated deficit of $(1,275,332).

We have accrued significant amounts of management fees that
are payable on demand to our former 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, 2008 we have accrued management fees of
$548,935 that are due and owing to Ian Grant, our former director and officer.
These fees have no fixed payment terms and are due on demand. As at December 31,
2008 we had $1,875 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 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 and principal shareholder controls a majority of our common stock, investors will have little or no control over our management or other matters requiring shareholder approval.

Our affiliates, in the aggregate, beneficially own 56.72% 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 Related to Our Shares of Common Stock

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because a significant portion of our operations has been and will be financed
through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a
significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations. If our stock price declines, we can offer no assurance that we will be able to raise additional
capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

The market price for our common stock may also be affected by our ability to meet or exceed expectations of analysts or investors. Any failure to meet these expectations, even if minor, may have a material adverse effect on the market price of our
common stock.

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our board of directors may choose to issue additional shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and market price of the
outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of
control of our corporation.

Trading of our stock may be restricted by the SECs penny stock regulations, which may limit a stockholder's ability to buy and sell our stock.

The SEC has adopted regulations which generally define "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.

The Financial Industry Regulatory Authority, or FINRA, sales
practice requirements may also limit a stockholder's ability to buy and sell our
stock.

In addition to the "penny stock" rules described above, 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 and have an adverse effect on the market for
our shares.

Our common stock is illiquid and the price of our common
stock may be negatively impacted by factors which are unrelated to our
operations.

Our common stock currently trades on a limited basis on the OTC
Bulletin Board. Trading of our stock through the OTC Bulletin Board is
frequently thin and highly volatile. There is no assurance that a sufficient
market will develop in the stock, in which case it could be difficult for
shareholders to sell their stock. The market price of our common stock could
fluctuate substantially due to a variety of factors, including market perception
of our ability to achieve our planned growth, quarterly operating results of our
competitors, trading volume in our common stock, changes in general conditions
in the economy and the financial markets or other developments affecting our
competitors or us. In addition, the stock market is subject to extreme price and
volume fluctuations. This volatility has had a significant effect on the market
price of securities issued by many companies for reasons unrelated to their
operating performance and could have the same effect on our common stock.

Other Risks

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to our common stock.

Item 1B.   Unresolved Staff Comments

None.

---

Item 2.      Properties

Executive Offices

Our executive office is located at 61 South Paramus Road,
Paramus, New Jersey 07652. We rent approximately 4,000 square feet at a cost of
$Nil per month. 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. When and if we require additional space, we intend to
move at that time.

Item 3.      Legal Proceedings

We know of no material, existing or pending legal proceedings
against us, 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 company.

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

None.

PART II

Item 5.      Market for
Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities

Our common shares are quoted on the Over-the-Counter Bulletin
Board under the symbol RVBF. The following quotations, obtained from Yahoo
Finance, reflect the high and low bids for our common shares based on
inter-dealer prices, without retail mark-up, mark-down or commission and 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, 2008
      $0.55
      $0.18September 30, 2008
      $0.84
      $0.30June 30, 2008
      $1.48
      $0.80March 31, 2008
      $1.16
      $0.97December 31, 2007
      $1.40
      $1.00September 30, 2007
      No
        trades(2)
      No
        trades(2)June 30, 2007
      No
        trades(2)
      No
        trades(2)March 31, 2007
      No
        trades(2)
      No
        trades(2)December 31, 2006
      No
        trades(2)
      No
        trades(2)


(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 shares are issued in registered form. Island Stock Transfer
Inc., 100 Second Avenue South, Suite 104N, St. Petersburg, Florida 33701 is the
registrar and transfer agent for our common shares.

On April 8, 2009, the shareholders' list showed 27 registered
shareholders and 52,563,348common shares outstanding.

---

Dividend Policy

We have not paid any cash dividends on our common stock and
have no present intention of paying any dividends on the shares of our common
stock. Our current policy is to retain earnings, if any, for use in our
operations and in the development of our business. Our future dividend policy
will be determined from time to time by our board of directors.

Equity Compensation Plan Information

Except as disclosed below, we do not have a stock option plan
in favor of any director, officer, consultant or employee of our company.

On August 26, 2008, we entered into stock option agreements
with our officer and director, John Sams, and Nicholas DeVito. The stock option
agreement with Mr. Sams provides for the grant of 750,000 options and the stock
option agreement with Mr. DeVito provides for the grant of 650,000 options. The
options are exercisable at a price of $0.50 per share and vest in equal monthly
installments over a twenty four month period.

On September 1, 2008, we entered into stock option agreements
with Joseph Titus. The stock option agreement with Mr. Titus provides for the
grant of 400,000 options. The options are exercisable at a price of $0.50 per
share and vest in equal monthly installments over a twenty four month period.

Recent Sales of Unregistered Securities; Use of Proceeds
from Registered Securities

Other than as disclosed below, we did not sell any equity
securities which were not registered under the Securities Act during the year
ended December 31, 2008 that were not otherwise disclosed on our quarterly
reports on Form 10-Q or our current reports on Form 8-K filed during the year
ended December 31, 2008.

On August 26, 2008, we entered into stock option agreements
with our officer and director, John Sams, and Nicholas DeVito. The stock option
agreement with Mr. Sams provides for the grant of 750,000 options and the stock
option agreement with Mr. DeVito provides for the grant of 650,000 options. The
options are exercisable at a price of $0.50 per share and vest in equal monthly
installments over a twenty four month period.

On September 1, 2008, we entered into stock option agreements
  with Joseph Titus. The stock option agreement with Mr. Titus provides for the
  grant of 400,000 options. The options are exercisable at a price of $0.50 per
  share and vest in equal monthly installments over a twenty four month period.

Purchase of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during our fourth quarter of our fiscal year ended December 31, 2008.

Item 6.      Selected Financial
Data

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item 7.      Managements
Discussion and Analysis of Financial Condition and Results of Operations

We are a renewable fuels company currently trading on the
OTB:BB under the symbol RVBF. We plan to develop a global renewable energy
business whose principal focus is the manufacturing, production and wholesale
distribution of high quality fuel-grade cellulosic based ethanol and green
derivative chemicals. We have acquired a worldwide technology license to a
proprietary acid hydrolysis process that converts agriculture cellulosic waste
into ethanol. We intend to utilize trade secrets, several patents, proprietary
technologies, and processes that will enable us to become a competitive low-cost
producer of renewable fuel products.

---

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
next twelve months.

Personnel Plan

We expect to employee 5 – 10 people over the next 12 month period, and may enter into employment or consulting agreements with our officers or directors. We do and will continue to outsource contract employment as needed.

Results of Operations

For the Year Ending December 31, 2008 and 2007

| |                    |   | Year Ended  |  
| | ------------------ | - | ----------- | -
| |                    |   | December 31 |  
| |                    |   | 2008        |  
| | Revenue            | $ | 22,833      |  
| | Operating Expenses | $ | 417,550     |  
| | Net Income (Loss)  | $ | (394,717    | )

Expenses

Our operating expenses for our years ended December 31, 2008
and 2007 are outlined in the table below:

| |                               |   | Year Ended  | 
| | ----------------------------- | - | ----------- | 
| |                               |   | December 31 | 
| |                               |   | 2008        | 
| | Consulting expense            | $ | 279,679     | 
| | General and administrative    | $ | 92,609      | 
| | Interest expense              | $ | 5,810       | 
| | Depreciation and amortization | $ | 39,452      | 

Operating expenses for year ended December 31, 2008, increased
  by 82.41% as compared to the comparative period in 2007 primarily as a result
  of an increase in consulting fees and depreciation and amortization.

Revenue

During our year ended December 31, 2008 we earned revenues from
sales commissions of $22,833 compared to revenues from sales commissions of
$23,227 during the year ended December 31, 2007.

During our quarter ended September 30, 2008 we ceased our
previous operations which consisted of receiving sales commissions from a third
party company. Previously, we earned a commission based on the revenues
generated by an e-commerce business.

Due to our company ceasing our previous operations and our
managements decision to enter into the alternative fuel industry, we do not
anticipate earning revenues in the foreseeable future.

Equity Compensation

Except as disclosed below, we do not have a stock option plan
in favor of any director, officer, consultant or employee of our company.

---

On August 26, 2008, we entered into stock option agreements
with our officer and director, John Sams, and Nicholas DeVito. The stock option
agreement with Mr. Sams provides for the grant of 750,000 options and the stock
option agreement with Mr. DeVito provides for the grant of 650,000 options. The
options are exercisable at a price of $0.50 per share and vest in equal monthly
installments over a twenty four month period.

On September 1, 2008, we entered into stock option agreements
with Joseph Titus. The stock option agreement with Mr. Titus provides for the
grant of 400,000 options. The options are exercisable at a price of $0.50 per
share and vest in equal monthly installments over a twenty four month period.

Liquidity and Financial Condition

Working Capital

|                          |   | At         |   |   | At       |   |   |            |  
|------------------------- | - | ---------- | - | - | -------- | - | - | ---------- | -
|                          |   | December   |   |   | December |   |   |            |  
|                          |   | 31,        |   |   | 31,      |   |   | Increase/  |  
|                          |   | 2008       |   |   | 2007     |   |   | Decrease   |  
|Current Assets            | $ | 1,875      |   | $ | 93       |   | $ | 1,782      |  
|Current Liabilities       | $ | 1,805,022  |   | $ | 676,528  |   | $ | 1,128,494  |  
|Working Capital (deficit) | $ | (1,803,147 | ) | $ | (676,435 | ) | $ | (1,126,712 | )

Cash Flows

|                                                |   | Year Ended   |  |   | Year Ended   |  
|----------------------------------------------- | - | ------------ |  | - | ------------ | -
|                                                |   | December 31, |  |   | December 31, |  
|                                                |   | 2008         |  |   | 2007         |  
|Net Cash Used in Operating
      Activities     | $ | 164,758      |  | $ | 72,485       |  
|Net Cash Provided by Investing Activities       | $ | Nil          |  | $ | Nil          |  
|Net Cash Provided by
      Financing Activities | $ | 166,540      |  | $ | 57,774       |  
|Increase in Cash During the Period              | $ | 1,782        |  | $ | (14,711      | )

The net increase in cash that we incurred for the year ended
December 31, 2008 compared with the year ended December 31, 2007 was largely due
an advance from a shareholder.

In the next twelve months we anticipate spending $350,000 on
management consulting and $75,000 on general and administrative. Our cash on
hand at December 31, 2008 was $1,875. We plan to raise additional capital
required to meet immediate short-term needs and to meet the balance of our
estimated funding requirements for the twelve months, primarily through the
private placement of our securities.

We are not aware of any known trends, demands, commitments,
events or uncertainties that will result in or that are reasonably likely to
result in our liquidity increasing or decreasing in any material way.

On February 5, 2009, we entered into a term sheet with I2BF, a
UK based investment firm for a $5,000,000 equity investment in the company. The
investment is contingent on another $7,000,000 being committed from other
investors.

Future Financings

We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $1,500,000 over the next 12 months to pay for our ongoing operating expenses. These expenses include audit, legal and office expenses.  These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

---

We anticipate continuing to rely on equity sales of our common
stock in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing stockholders. There is
no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our planned business activities.

Other than as described below, we presently do not have any
arrangements for additional financing for the expansion of our exploration
operations, and no potential lines of credit or sources of financing are
currently available for the purpose of proceeding with our plan of operations.

On February 5, 2009, we entered into a term sheet with I2BF, a
UK based investment firm for a $5,000,000 equity investment in the company. The
investment is contingent on another $7,000,000 being committed from other
investors.

Cash Requirements

We anticipate that we will expend approximately $1,500,000 during the twelve-month period ending December 31, 2009 to fund, service and develop our alternative energy business and for working capital.  These expenditures are broken down as follows:

Estimated Funding Required During the Twelve Month Period
Ending December 31, 2009

Operating ExpensesManagement, Staffing and Consulting
    $
    950,000Research and
      Development
    
    150,000General and Administrative
    
    400,000Total Operating Expenses
    $
    1,500,000


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, 2008, 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.

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 shareholder loans and
private placements 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.

Contractual Obligations

As a smaller reporting company, we are not required to provide tabular disclosure obligations.

Going Concern

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of
our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that is material to stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America.
Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and 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 financial statements is critical to an understanding of our financial statements.

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.

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 changes in the computation of diluted earnings per share amounts
as presented because options granted would have been anti-dilutive due to the Companys net reported loss.

Revenue Recognition

In 2008 and 2007, the Company earned 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. As of July 1, 2008, the Company no longer
earned commission revenue.

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, 2008 and 2007 consist of the following:

| |          |   | 2008 |  |   | 2007 | 
| | -------- | - | ---- |  | - | ---- | 
| | Federal: |   |      |  |   |      | 
| | Current  | $ | -    |  | $ | -    | 
| | Deferred |   | -    |  |   | -    | 
| | State:   |   |      |  |   |      | 
| | Current  | $ | -    |  | $ | -    | 
| | Deferred |   | -    |  |   | -    | 
| |          | $ | -    |  | $ | -    | 

Net deferred tax assets consist of the following components as
of December 31, 2008 and 2007:

| |                     |   | 2008    |  |   | 2007    | 
| | ------------------- | - | ------- |  | - | ------- | 
| | Deferred tax assets |   |         |  |   |         | 
| | NOL Carryover       | $ | 275,415 |  | $ | 171,400 | 
| | Accrued Interest    |   | 6,670   |  |   | 5,700   | 

---

| | Deferred tax liabilities |   |          |   |   |          |  
| | ------------------------ | - | -------- | - | - | -------- | -
| | Depreciation             |   | (13,875  | ) |   | (1,700   | )
| | Valuation allowance      |   | (268,210 | ) |   | (175,400 | )
| | 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, 2008 and 2007
due to the following:

| |                                                 |   | 2008     |   |   | 2007     |  
| | ----------------------------------------------- | - | -------- | - | - | -------- | -
| | Book income (loss)                              | $ | (153,940 | ) | $ | 45,908   |  
| | Timing differences                              |   | 1,000    |   |   | 366      |  
| | Depreciation                                    |   | (13,860  | ) |   | -        |  
| | Meals and entertainment                         |   | -        |   |   | 285      |  
| | Consulting and automobile 
      related party |   | 62,760   |   |   | 54,208   |  
| | NOL Utilization                                 |   | -        |   |   | (100,767 | )
| | Valuation Allowance                             |   | 104,040  |   |   | -        |  
| | Income tax expense                              | $ | -        |   | $ | -        |  

At December 31, 2008, the Company had net operating loss
carry-forwards of approximately $550,000 that may be offset against future
taxable income from the year 2009 through 2028. No tax benefit has been reported
in the December 31, 2008 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.

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.

Cash Equivalents

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

Concentrations of Risk

Cash

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

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.

Intellectual Property

The Companys Intellectual Property is based on the Licensing Agreement the Company acquired in August, 2008. The asset is amortized over its useful life of 10 years on a straight line basis.

Foreign Currency Translation

Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at the period 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.

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.

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.

---

Recent Accounting Pronouncements

SFAS No. 141 (revised 2007),Business
Combinations: This Statement fundamentally alters the manner in which
the buyer recognizes and measures the assets acquired and liabilities assumed in
the business combination and the goodwill related to the business combination.
In particular, the fair value principles in this revised Statement are a major
change from Statement No. 141s cost allocation process. The Statement is
effective for business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008

SFAS No. 157,Fair Value Measurements:This Statement does not require any new fair value measurements, but
rather, it provides enhanced guidance to other pronouncements that require or
permit assets or liabilities to be measured at fair value. However, the
application of this Statement may change how fair value is determined. The
Statement also expands the required disclosures about fair value measurements.
The Statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. The implementation of the Statement for nonfinancial assets and
nonfinancial liabilities that are recognized or disclosed at fair value in the
financial statements on a nonrecurring basis is deferred to fiscal years
beginning after November 15, 2008, and interim periods within those fiscal
years.

SFAS No. 160,Noncontrolling Interests in
Consolidated Financial Statements: This Statement amends Accounting
Research Bulletin No. 51, Consolidated Financial Statements,and requires
all entities to report noncontrolling (minority) interests in subsidiaries
within equity in the consolidated financial statements, but separate from the
parent shareholders equity. The Statement is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008.

SFAS No. 161,Disclosures about Derivative
Instruments and Hedging Activities:This Statement requires
enhanced disclosures about derivative instruments and hedging activities. The
Statement is effective for financial statements issued for any reporting period
that begins after November 15, 2008, regardless of whether that reporting period
is the first interim period in the entitys fiscal year.

SFAS No. 163, Accounting for Financial Guarantee
Insurance Contracts - an interpretation ofFASB Statement No.
60:This Statement clarifies how SFAS No. 60, Accounting and Reporting
by Insurance Enterprises,applies to financial guarantee insurance
contracts, including recognition and measurement of premium revenue and claim
liabilities. The Statement also requires expanded disclosures about financial
guarantee insurance contracts. SFAS No. 163 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years, except for disclosures about the
insurance enterprises risk-management activities. Disclosures about the
insurance enterprises risk-management activities are effective the first period
(including interim periods) beginning after May 23, 2008.

Item 7A.   Quantitative and Qualitative
Disclosures About Market Risk

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item 8.      Financial Statements
and Supplementary Data

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of DirectorsRaven Biofuels International Corporation
Paramus, New Jersey

We have audited the accompanying balance sheets of Raven
Biofuels International Corporation as of December 31, 2008 and 2007, and the
related statements of operations, stockholders equity (deficit) and cash flows
for the years ended December 31, 2008 and 2007. 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 as of December 31, 2008 and 2007, and the
results of its operations and its cash flows for the years ended December 31,
2008 and 2007, in conformity with U.S. generally accepted accounting
principles.

We were not engaged to examine management's assessment about
the effectiveness of Raven Biofuels International Corporations internal control
over financial reporting as of December 31, 2008 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 14,
2009

F-21

---

RAVEN BIOFUELS INTERNATIONAL CORPORATIONBalance
Sheets

|                                                                     |   | December 31,   |   |   | December 31, |  
|-------------------------------------------------------------------- | - | -------------- | - | - | ------------ | -
|                                                                     |   | 2008           |   |   | 2007         |  
|ASSETS                                                               |  
|CURRENT ASSETS                                                       |   |                |   |   |              |  
|Cash                                                                 | $ | 1,875          |   | $ | 93           |  
|                                                                     |   |                |   |   |              |  
|Total Current Assets                                                 |   | 1,875          |   |   | 93           |  
|                                                                     |   |                |   |   |              |  
|Intellectual Property (Note 3)                                       |   | 1,125,000      |   |   | -            |  
|Less accumulated amortization                                        |   | (
      39,452 | ) |   | -            |  
|Net Value of Intellectual
      Property                             |   | 1,085,548      |   |   | -            |  
|TOTAL ASSETS                                                         | $ | 1,087,423      |   | $ | 93           |  
|                                                                     |   |                |   |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY
      (DEFICIT)                 |  
|CURRENT LIABILITIES                                                  |   |                |   |   |              |  
|Accounts payable                                                     | $ | 17,991         |   | $ | 35,555       |  
|Accounts payable  related parties
      (Note 7)                    |   | 548,935        |   |   | 507,969      |  
|Accrued liabilities  related parties (Note 7)                       |   | 17,288         |   |   | 14,548       |  
|Income taxes payable                                                 |   | 750            |   |   | 750          |  
|Advances payable                                                     |   | 24,990         |   |   | 24,990       |  
|Notes payable and advances  related
      parties (Note 7)          |   | 1,195,068      |   |   | 92,716       |  
|Total
      Current Liabilities                                      |   | 1,805,022      |   |   | 676,528      |  
|TOTAL LIABILITIES                                                    |   | 1,805,022      |   |   | 676,528      |  
|                                                                     |   |                |   |   |              |  
|COMMITMENTS AND CONTINGENCIES                                        |   |                |   |   |              |  
|STOCKHOLDERS EQUITY (DEFICIT)                                       |   |                |   |   |              |  
|Common stock, $0.001 par value,
      8,800,000,000                  |   |                |   |   |              |  
|shares
      authorized, 52,563,348 and 52,213,348 shares issued and |   |                |   |   |              |  
|outstanding, respectively                                            |   | 52,563         |   |   | 52,213       |  
|Additional paid-in capital                                           |   | 504,589        |   |   | 169,014      |  
|Other comprehensive income (loss)                                    |   |                |   |   |              |  
|Foreign currency translation adjustments                             |   | 581            |   |   | (17,047      | )
|Accumulated deficit                                                  |   | (1,275,332     | ) |   | (880,615     | )
|                                                                     |   |                |   |   |              |  
|Total Stockholders Equity (Deficit)                                 | $ | (717,599       | ) | $ | (676,435     | )
|                                                                     |   |                |   |   |              |  
|TOTAL LIABILITIES AND STOCKHOLDERS                                  |   |                |   |   |              |  
|EQUITY (DEFICIT)                                                     | $ | 1,087,423      |   | $ | 93           |  

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

---

RAVEN BIOFUELS INTERNATIONAL CORPORATIONStatements of
Operations and Other Comprehensive Loss

|                                                           |   | For the Years Ended |  
|---------------------------------------------------------- | - | ------------------- | -
|                                                           |   | December
      31,  |  
|                                                           |   | 2008                |  
|                                                           |   |                     |  
|REVENUES                                                   |   |                     |  
|Sales commission                                           | $ | 22,833              |  
|Total Revenue                                              |   | 22,833              |  
|EXPENSES                                                   |   |                     |  
|Consulting expense                                         |   | 279,679             |  
|General and administrative                                 |   | 92,609              |  
|Interest expense                                           |   | 5,810               |  
|Depreciation and amortization                              |   | 39,452              |  
|Total Expenses                                             |   | 417,550             |  
|(LOSS) FROM CONTINUING OPERATIONS                          |   |                     |  
|BEFORE INCOME TAXES                                        |   | (394,717            | )
|Income
      tax expense                                   |   | -                   |  
|(LOSS) FROM CONTINUING OPERATIONS                          |   | (394,717            | )
|(Loss)
      from discontinued operations before disposal, |   |                     |  
|net of income taxes (Note 2)                               |   | -                   |  
|Gain
      on disposal of discontinued operations,         |   |                     |  
|net of income taxes (Note 2)                               |   | -                   |  
|NET (LOSS)                                                 |   | (394,717            | )
|                                                           |   |                     |  
|                                                           |   |                     |  
|                                                           |   |                     |  
|OTHER COMPREHENSIVE INCOME (LOSS)                          |   |                     |  
|Foreign currency translation adjustments                   |   | 17,628              |  
|Total
      Other Comprehensive Income (Loss)              |   | 17,628              |  
|TOTAL COMPREHENSIVE INCOME (LOSS)                          | $ | (377,089            | )
|                                                           |   |                     |  
|                                                           |   |                     |  
|BASIC INCOME (LOSS) PER SHARE                              |   |                     |  
|Income (Loss) from continuing operations                   | $ | (0.01               | )
|Income (Loss) from discontinued operations                 |   | (0.00               | )
|Total Income (Loss) per Share                              | $ | (0.01               | )
|                                                           |   |                     |  
|BASIC AND FULLY DILUTED WEIGHTED AVERAGE                   |   |                     |  
|NUMBER OF SHARES OUTSTANDING                               |   | 52,384,992          |  

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

---

RAVENBIOFUELSINTERNATIONALCORPORATIONStatements of
Stockholders Equity (Deficit)

|                                   |  |              |  |   |         |  |   | Additional    |  |   | Other   |   |   |             |  
|---------------------------------- |  | ------------ |  | - | ------- |  | - | ------------- |  | - | ------- | - | - | ----------- | -
|                                   |  | Common Stock |  |   | Paid in |  |   | Comprehensive |  |   |         |  
|                                   |  |              |  |   |         |  |   | Capital       |  |   | Income  |   |   | Accumulated |  
|                                   |  | Shares       |  |   | Amount  |  |   |               |  |   | (Loss)  |   |   | Deficit     |  
|                                   |  |              |  |   |         |  |   |               |  |   |         |   |   |             |  
|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    | )
|                                   |  |              |  |   |         |  |   |               |  |   |         |   |   |             |  
|Stock issued for License Agreement |  | 350,000      |  |   | 350     |  |   | 174,650       |  |   | -       |   |   | -           |  
|Stock option compensation expense  |  |              |  |   |         |  |   | 160,925       |  |   | -       |   |   | -           |  
|                                   |  |              |  |   |         |  |   |               |  |   |         |   |   |             |  
|Foreign currency                   |  |              |  |   |         |  |   |               |  |   |         |   |   |             |  
|translation adjustments            |  | -            |  |   | -       |  |   | -             |  |   | 17,628  |   |   | -           |  
|                                   |  |              |  |   |         |  |   |               |  |   |         |   |   |             |  
|Net loss for the period            |  |              |  |   |         |  |   |               |  |   |         |   |   |             |  
|ended December 31, 2008            |  | -            |  |   | -       |  |   | -             |  |   | -       |   |   | (394,717    | )
|                                   |  |              |  |   |         |  |   |               |  |   |         |   |   |             |  
|Balance, December 31, 2008         |  | 52,563,348   |  | $ | 52,563  |  | $ | 504,589       |  | $ | 581     |   | $ | (1,275,332  | )

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

---

RAVEN BIOFUELS INTERNATIONAL CORPORATIONStatements of
Cash Flows

|                                                              |   | For the Years Ended |  
|------------------------------------------------------------- | - | ------------------- | -
|                                                              |   | December
      31,  |  
|                                                              |   | 2008                |  
|CASH FLOWS - OPERATING ACTIVITIES                             |   |                     |  
|Net Income (Loss)                                             | $ | (394,717            | )
|(Gain) on disposal of discontinued operations                 |   | -                   |  
|Options issued for services                                   |   | 160,925             |  
|Depreciation and Amortization                                 |   | 39,452              |  
|Changes in operating assets and liabilities:                  |   |                     |  
|Increase
      (Decrease) in accounts payable                 |   | (17,194             | )
|Increase in accounts payable  related parties                |   | 40,966              |  
|Increase
      in accrued liabilities  related parties       |   | 5,810               |  
|Net cash (used for) continuing operating activities           |   | (164,758            | )
|Net
      cash from discontinued operating activities         |   | -                   |  
|Net cash (used for) operating activities                      |   | (164,758            | )
|                                                              |   |                     |  
|CASH FLOWS - INVESTING ACTIVITIES                             |   | -                   |  
|                                                              |   |                     |  
|CASH FLOWS - FINANCING ACTIVITIES                             |   |                     |  
|Advances on notes payable and advances  related              |   |                     |  
|parties                                                       |   | 219,730             |  
|Payments on notes payable and advances  related              |   |                     |  
|parties                                                       |   | (53,190             | )
|Net
      cash from continuing financing activities           |   | 166,540             |  
|Net cash from discontinued financing activities               |   | -                   |  
|Net cash provided by financing activities                     |   | 166,540             |  
|                                                              |   |                     |  
|INCREASE (DECREASE) IN CASH DURING PERIOD                     |   | 1,782               |  
|CASH AT BEGINNING OF PERIOD                                   |   | 93                  |  
|CASH AT END OF PERIOD                                         | $ | 1,875               |  
|                                                              |   |                     |  
|                                                              |   |                     |  
|CASH PAID DURING THE PERIOD FOR:                              |   |                     |  
|Interest                                                      | $ | -                   |  
|Income taxes                                                  | $ | -                   |  
|                                                              |   |                     |  
|DISCLOSURE OF NON-CASH INVESTNG AND FINANCNG
      ACTIVITIES |   |                     |  
|Common stock issued for intellectual property                 | $ | 175,000             |  
|Liability assumed for intellectual property                   | $ | 950,000             |  

The accompanying notes are an integral part of these 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 52,563,348 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                                 |   | 2008 |  |   | 2007 | 
| | ------------------------------------------- | - | ---- |  | - | ---- | 
| |                                             |   |      |  |   |      | 
| | ASSETS                                      |   |      |  |   |      | 
| | Current assets                              | $ | -    |  | $ | -    | 
| | Fixed assets                                |   | -    |  |   | -    | 
| | TOTAL ASSETS - DISCONTINUED OPERATIONS      | $ | -    |  | $ | -    | 
| |                                             |   |      |  |   |      | 
| | LIABILITIES                                 |   |      |  |   |      | 
| | Current liabilities                         | $ | -    |  | $ | -    | 
| | TOTAL LIABILITIES - DISCONTINUED OPERATIONS | $ |      |  | $ | -    | 

28

---

NOTE 2 - DISCONTINUED OPERATIONS (continued)

December 31
    
    2008
    
    
    2007REVENUESPhoto kiosks
    $
    -
    
    $
    409,856Total Revenue
    
    -
    
    
    409,856EXPENSESPhoto kiosk rent and leasing
      expense
    
    -
    
    
    247,265Photo kiosk operating supplies and expenses
    
    -
    
    
    29,614General and administrative
    
    -
    
    
    192,732Interest expense
    
    -
    
    
    3,751Depreciation expense
    
    -
    
    
    13,371Total Expenses
    
    -
    
    
    486,733LOSS FROM DISCONTINUED OPERATIONSBEFORE MINORITY INTEREST
    
    -
    
    
    (76,877Minority interest
    
    
    
    
    -LOSS FROM DISCONTINUED OPERATIONSBEFORE INCOME TAXES
    
    -
    
    
    (76,877Income tax expense
    
    
    
    
    -LOSS FROM DISCONTINUED OPERATIONSBEFORE DISPOSAL, NET OF TAXES
    
    -
    
    
    (76,877Gain on disposal, net of nil income taxes
    
    
    
    
    400,268INCOME (LOSS) FROM DISCONTINUED
    
    -OPERATIONS, NET OF TAXES
    $
    -
    
    $
    323,391


NOTE 3 - LICENSE AGREEMENT

On August 26, 2008, the Company entered
into an assignment agreement whereby the Company accepted an assignment of an
agreement between Tribune Capital Partners SA and Spectrum Energy Company Ltd.
for the

29

---

construction of bio-fuel plants in the Province of British
Columbia, for the conversion of Mountain Pine Beetle softwood into ethanol for
use as low-carbon transportation fuel and high value chemicals. Both parties are
to make various contributions to the joint venture as described in the
agreement, which includes pro-rata capital contributions, the provision of
technology, management and operational expertise and supply of feed stock, among
others.

On May 26, 2008, the Company entered into a letter of intent
with Superior Biotechnologies Corporation pursuant to which the Company has
negotiated a definitive agreement for the acquisition from Superior of certain
contractual rights and intellectual property rights for the payment of $75,000.
The consideration will also consist of the Company assuming liability for a loan
of $875,000 that was provided from Tribune Capital Partners SA to Superior.
Included in the $875,000 of assumed debt was $500,000 provided to Superior by
Tribune for two equal payments of $250,000 paid to Pure Energy pursuant to the
license agreement. The total liability assumed by the Company form the License
Agreement is $950,000 (see Note 7).

On June 10, 2008 the Company entered into the definitive asset
purchase agreement with Superior for the above referenced asset acquisition. The
Company closed the asset purchase and related agreements with Superior on August
26, 2008.

This fee is payable in three installments - $250,000 thirty
days following the signing of the licensing, $750,000 within six months of
signing the agreement, and $250,000 on the date either Pure Energy or the
license holder commence production of ethanol at a Biorefinery (defined term in
the Licensing Agreement) of any scale anywhere in the Territory (defined term in
the Licensing Agreement) or in India using the Biorefinery Process (defined term
in the Licensing Agreement). The $250,000 pursuant to the first installment of
the technology license agreement had been paid, an additional $250,000 had been
paid, which payment was made on account of the India construction agreement, but
has been applied to the License Agreement. Given that the India agreement has
not been proceeded with at this time, the final payment of $750,000 is not
required to be paid and that the agreement provides that Pure Energy shall
credit the license holder with any fees payable under the License Agreement. The
Company has no further fee payment obligations pursuant to the License
Agreement.

The License Agreement will be amortized over its useful life of
10 years on a straight line basis. For 2008, The Company recognized $39,452 of
amortization expense based on a pro-rated from August 26, 2008 of annual
amortization expense of $112,500.

NOTE 4 - 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 changes in the
computation of diluted earnings per share amounts as presented because options
granted would have been anti-dilutive due to the Companys net reported loss.

c. Revenue Recognition

In 2008 and 2007, the Company earned 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. As of July 1, 2008, the Company no longer earned commission
revenue.

30

---

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, 2008 and 2007 consist of the following:

| |          |   | 2008 |  |   | 2007 | 
| | -------- | - | ---- |  | - | ---- | 
| | Federal: |   |      |  |   |      | 
| | Current  | $ | -    |  | $ | -    | 
| | Deferred |   | -    |  |   | -    | 
| | State:   |   |      |  |   |      | 
| | Current  | $ | -    |  | $ | -    | 
| | Deferred |   | -    |  |   | -    | 
| |          | $ | -    |  | $ | -    | 

---

Net deferred tax assets consist of the
following components as of December 31, 2008 and 2007:

| |                          |   | 2008     |   |   | 2007     |  
| | ------------------------ | - | -------- | - | - | -------- | -
| | Deferred tax assets      |   |          |   |   |          |  
| | NOL Carryover            | $ | 275,415  |   | $ | 171,400  |  
| | Accrued Interest         |   | 6,670    |   |   | 5,700    |  
| | Deferred tax liabilities |   |          |   |   |          |  
| | Depreciation             |   | (13,875  | ) |   | (1,700   | )
| | Valuation allowance      |   | (268,210 | ) |   | (175,400 | )
| | 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, 2008 and 2007 due to the following:

| |                                                 |   | 2008     |   |   | 2007     |  
| | ----------------------------------------------- | - | -------- | - | - | -------- | -
| | Book income (loss)                              | $ | (153,940 | ) | $ | 45,908   |  
| | Timing differences                              |   | 1,000    |   |   | 366      |  
| | Depreciation                                    |   | (13,860  | ) |   | -        |  
| | Meals and entertainment                         |   | -        |   |   | 285      |  
| | Consulting and automobile 
      related party |   | 62,760   |   |   | 54,208   |  
| | NOL Utilization                                 |   | -        |   |   | (100,767 | )
| | Valuation Allowance                             |   | 104,040  |   |   | -        |  
| | Income tax expense                              | $ | -        |   | $ | -        |  

At December 31, 2008, the Company had
net operating loss carry-forwards of approximately $550,000 that may be offset
against future taxable income from the year 2009 through 2028. No tax benefit
has been reported in the December 31, 2008 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.

32

---

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.

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,
2008, the Company adopted the following accounting pronouncements:

SFAS No. 141 (revised 2007),Business Combinations: This Statement fundamentally alters the
manner in which the buyer recognizes and measures the assets acquired and
liabilities assumed in the business combination and the goodwill related to the
business combination. In particular, the fair value principles in this revised
Statement are a major change from Statement No. 141s cost allocation process.
The Statement is effective for business combinations for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or after December 15, 2008

SFAS No. 157,Fair Value
Measurements:This Statement does not require any new fair value
measurements, but rather, it provides enhanced guidance to other pronouncements
that require or permit assets or liabilities to be measured at fair value.
However, the application of this Statement may change how fair value is
determined. The Statement also expands the required disclosures about fair value
measurements. The Statement is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within those
fiscal years. The implementation of the Statement for nonfinancial assets and
nonfinancial liabilities that are recognized or disclosed at fair value in the
financial statements on a nonrecurring basis is deferred to fiscal years
beginning after November 15, 2008, and interim periods within those fiscal
years.

SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statements:
This Statement amends Accounting Research Bulletin No. 51, Consolidated
Financial Statements, and requires all entities to report noncontrolling
(minority) interests in subsidiaries within equity in the consolidated financial
statements, but separate from the parent shareholders equity. The Statement is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008.

SFAS No. 161,Disclosures
about Derivative Instruments and Hedging Activities:This
Statement requires enhanced disclosures about derivative instruments and hedging
activities. The Statement is effective for financial statements issued for any
reporting period that begins after November 15, 2008, regardless of whether that
reporting period is the first interim period in the entitys fiscal year.

33

---

SFAS No. 163,Accounting
for Financial Guarantee Insurance Contracts - an interpretation of
FASBStatement No. 60:This Statement clarifies how
SFAS No. 60, Accounting and Reporting by Insurance Enterprises, applies
to financial guarantee insurance contracts, including recognition and
measurement of premium revenue and claim liabilities. The Statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods within those fiscal
years, except for disclosures about the insurance enterprises risk-management
activities. Disclosures about the insurance enterprises risk-management
activities are effective the first period (including interim periods) beginning
after May 23, 2008.

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.

j. Intellectual Property

The Companys Intellectual Property is
based on the Licensing Agreement the Company acquired in August, 2008. The asset
is amortized over its useful life of 10 years on a straight line basis.

k. Foreign Currency Translation

Monetary assets and liabilities
denominated in foreign currencies are translated into United States dollars at
the period 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.

l. 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.

m. 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 5 - 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.

34

---

On July 7, 2008, we approved the
issuance of 350,000 shares of common stock to Nicholas DeVito, in exchange for
400 shares of Superior Biotechnologies Corporation held by Mr. DeVito. The
common stock was issued to one U.S. person (as that term is defined in
Regulation S of the Securities Act of 1933) relying on the exemptions from
registration provided by Section 4(2) of the Securities Act of 1933 and/or upon
Rule 506 of Regulation D of the Securities Act of 1933.

The companys authorized share capital
is now 8,800,000,000 common shares of which 52,563,348 is issued and
outstanding.

NOTE 6 - 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 7 - 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, 2008 and 2007, the
Company owed Ian S. Grant and Company Ltd. $548,935 and $507,969, respectively,
for consulting fees.

Notes Payable and Advances  Related
Parties

As of December 31, 2008 and 2007, the
Company had borrowed $61,248 and $92,716, 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 $17,288 and
$14,548, respectively for the amounts monies.

As of December 31, 2008 the Company had
received cash advances of $183,820 from a shareholder. The Company has assumed
debt owing to this shareholder of $950,000 based on terms of the license
agreement (See Note 3). These advances and assumed debt are unsecured,
non-interest bearing and have no specific repayment terms

NOTE 8 - COMMITMENTS

From January 2008 until June 30, 2008,
the Company continued 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. In July, 2008, Mr.
Grant resigned as president and director of the company. Mr. Grant agreed to
reduce the fee for monthly services to $6,000 per month and eliminate the car
allowance.

NOTE 9 - STOCK OPTIONS

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

On August 26, 2008, we entered into
stock option agreements with our officer and director, John Sams, and Nicholas
DeVito. The stock option agreement with Mr. Sams provides for the grant of
750,000 options and the stock option agreement with Mr. DeVito provides for the
grant of 650,000 options. The options are exercisable at a price of $0.50 per
share and vest in equal monthly installments over a twenty four month period.

35

---

On September 1, we entered into stock
option agreements with Joseph Titus. The stock option agreement with Mr. Titus
provides for the grant of 400,000 options. The options are exercisable at a
price of $0.50 per share and vest in equal monthly installments over a twenty
four month period.

A summary of the status of the options
and warrants granted at December 31, 2008 and 2007, and changes during the years
then ended is presented below.

| |                                    |  | For
      the years ended December 31, | 
| | ---------------------------------- |  | -------------------------------------- | 
| |                                    |  | 2008                                   | 
| |                                    |  |                                        | 
| |                                    |  |                                        | 
| |                                    |  |                                        | 
| |                                    |  | Shares                                 | 
| | Outstanding at beginning of period |  | -                                      | 
| | Granted                            |  | 1,800,000                              | 
| | Exercised                          |  | -                                      | 
| | Expired or cancelled               |  | -                                      | 
| | Outstanding at end of period       |  | 1,800,000                              | 
| | Weighted average fair value of     |  |                                        | 
| | options exercisable                |  | 300,000                                | 

A summary of the status of the options
and warrants outstanding at December 31, 2008 is presented below:

Warrants
        Outstanding
      
      
      Warrants
        ExercisableRange of
      
      
      
      
      Weighted-Average
      
      
      Weighted-Average
      
      
      
      
      
      Weighted-AverageExercise
      
      Number
      
      
      Remaining
      
      
      Exercise
      
      
      Number
      
      
      ExercisePrices
      
      Outstanding
      
      
      Contractual Life
      
      
      Price
      
      
      Exercisable
      
      
      Price$.01-.50
      
      1,800,000
      
      
      9.6 years
      
      $
      0.50
      
      
      300,000
      
      $
      0.50$.01-.50
      
      1,800,000
      
      
      9.6
        years
      
      $
      0.50
      
      
      300,000
      
      $
      0.50


The fair value of each warrant granted
is estimated on the date granted using the Black-Scholes pricing model, with the
following assumptions used for the grants during 2008: risk-free interest rate
of between 4.28% and 4.64%, expected dividend yield of zero, expected lives of
three to ten years and expected volatility of 200%.

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

36

---

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.

NOTE 11 - COMPARATIVE FIGURES

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

NOTE 12 - SUBSEQUENT EVENTS

On February 5, 2009 the Company entered
into a term sheet with I2BF, a UK based investment firm for a $5,000,000 equity
investment in the company. The investment is contingent on another $7,000,000
being committed from other investors.

In April of 2009 the Company signed a
Memorandum of Understanding with the Kamloops Indian Band in British Columbia to
explore the development and building of a cellulosic ethanol biorefinery in
Kamloops British Colombia. .The initial phase will be feasibility study
including location specific engineering and permitting. An initial investment by
the Kamloops Indian Band and the company will fund this phase.

37

---

Item 9.      Changes in and
Disagreements With Accountants on Accounting and Financial Disclosure

There were no disagreements related to accounting principles or
practices, financial statement disclosure, internal controls or auditing scope
or procedure during the two fiscal years and interim periods, including the
interim period up through the date the relationship ended.

Item 9A.    Controls and Procedures

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, 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 president (who
is acting as our principal executive officer and our principal financial officer
and principle accounting officer) to allow for timely decisions regarding
required disclosure.

As of December 31, 2008, the end of our fiscal year covered by
this report, we carried out an evaluation, under the supervision and with the
participation of our president (who is acting as our principal executive officer
and our principal financial officer and principle accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our president (who is acting as our
principal executive officer and our principal financial officer and principle
accounting officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this annual report.

Managements Report on Internal Control over Financial
Reporting

Management is responsible for establishing and maintaining
adequate internal control over our financial reporting, as such term is defined
in Exchange Act Rule 13a-15(f). Our management evaluated, under the supervision
and with the participation of our principal executive and principal financial
officer, the effectiveness of our internal control over financial reporting as
of September 30, 2008.

Based on its evaluation under the framework in Internal
ControlIntegrated Framework, issued by the Committee of Sponsoring
Organizations of the Treadway Commission, our management, with the participation
of our principal executive and principal financial officer concluded that our
internal control over financial reporting was not effective as of December 31,
2008, due to the existence of significant deficiencies constituting material
weaknesses, as described in greater detail below. A material weakness is a
control deficiency, or combination of control deficiencies, such that there is a
reasonable possibility that a material misstatement of the annual or interim
financial statements will not be prevented or detected on a timely basis.

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

38

---

Material Weaknesses Identified

Based on our managements evaluation required by paragraph (d)
of Rule 13a-15 and of Rule 15d-15 of the Exchange Act, certain significant
deficiencies in internal control became evident to management that our
management believes represent material weaknesses, including:

| | (i)   | Insufficient segregation of duties in our finance and
      accounting functions due to limited personnel. During the year ended
      December 31, 2008, we had limited staff that performed nearly all aspects
      of our financial reporting process, including, but not limited to, access
      to the underlying accounting records and systems, the ability to post and
      record journal entries and responsibility for the preparation of the
      financial statements. This creates certain incompatible duties and a lack
      of review over the financial reporting process that would likely result in
      a failure to detect errors in spreadsheets, calculations, or assumptions
      used to compile the financial statements and related disclosures as filed
      with the SEC. These control deficiencies could result in a material
      misstatement to our interim or annual  financial statements
    that would not be prevented or detected;
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ii)  | There is a lack of sufficient supervision and review by
      our management;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (iii) | Insufficient corporate governance policies. Although we
      have a code of ethics which provides broad guidelines for corporate
      governance, our corporate governance activities and processes are not
      always formally documented. Specifically, decisions made by the board to
      be carried out by management should be documented and communicated on a
      timely basis to reduce the likelihood of any misunderstandings regarding
      key decisions affecting our operations and management; and                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (iv)  | Our company's accounting staff does not have sufficient
      technical accounting knowledge relating to accounting for income taxes and
      complex US GAAP matters. Management corrected any errors prior to the
      release of our company's December 31, 2008 financial
  statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

Plan for Remediation of Material Weaknesses

We intend to take appropriate and reasonable steps to make the
necessary improvements to remediate these deficiencies. We intend to consider
the results of our remediation efforts and related testing as part of our
year-end 2009 assessment of the effectiveness of our internal control over
financial reporting.

We have implemented certain remediation measures and are in the
process of designing and implementing additional remediation measures for the
material weaknesses described in this annual report. Such remediation activities
include the following:

| | (1) | We intend to hire outside consultants with sufficient
      expertise in accounting for complex US GAAP issues for our 2009 fiscal
      year;                 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                
| | (2) | We intend to update the documentation of our internal
      control processes, including formal risk assessment of our financial
      reporting processes and;

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial

39

---

reporting may not prevent or detect misstatements on a timely
basis, however these inherent limitations are known features of the financial
reporting process and it is possible to design into the process safeguards to
reduce, though not eliminate, this risk. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial
Reporting

There have been no changes in our internal controls over
financial reporting that occurred during the year ended December 31, 2008 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

Item 9B.    Other Information

Except as disclosed below, we do not have a stock option plan
in favor of any director, officer, consultant or employee of our company.

On August 26, 2008, we entered into stock option agreements
with our officer and director, John Sams, and Nicholas DeVito. The stock option
agreement with Mr. Sams provides for the grant of 750,000 options and the stock
option agreement with Mr. DeVito provides for the grant of 650,000 options. The
options are exercisable at a price of $0.50 per share and vest in equal monthly
installments over a twenty four month period.

On September 1, 2008, we entered into stock option agreements
with Joseph Titus. The stock option agreement with Mr. Titus provides for the
grant of 400,000 options. The options are exercisable at a price of $0.50 per
share and vest in equal monthly installments over a twenty four month period.

On February 5, 2009, we entered into a term sheet with I2BF, a
UK based investment firm for a $5,000,000 equity investment in the company. The
investment is contingent on another $7,000,000 being committed from other
investors.

PART III

Item 10.    Directors, Executive Officers and
Corporate Governance

All directors of our company hold office until the next annual
meeting of the security holders 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 and executive officers, their ages, positions held, and duration as
such, are as follows:

Name
    Position
      Held with the Company
    Age
    Date First
      Elected or AppointedJohn Sams
    Chief Operations Officer
      Director President, Secretary, Treasurer
    57
    May 16, 2008 June 13,
      2008


Business Experience

The following is a brief account of the education and business
experience during at least the past five years of each director, executive
officer and key employee of our company, indicating the persons principal
occupation during that period, and the name and principal business of the
organization in which such occupation and employment were carried out.

40

---

John Sams

Mr. Sams has over 20 years of senior management experience in
services, manufacturing, capital equipment and systems companies. He has been
active at the senior management level including nine years as President/COO of a
start-up technology company and as president/CEO of an AMEX listed public
company and a Swedish owned private company. He has extensive experience in
directing international and domestic operations, strategic planning, and
turnaround of companies with substantial revenues. He has experience in business
development in diverse markets such as power/energy, pulp and paper, oil &
gas, waste to energy, chemical, steel, industrial equipment and commercial HVAC.
Over 20 years project development and sales experience in Power Generation
utilizing renewable fuels like biomass, fossil fuels and waste fuels.

From 2007 to the present Mr. Sams has been the Executive Vice
President and President of Process Division of GTS Energy, Inc., which
manufactures engineered products of gts which include gas turbine waste heat
recovery units, convection heaters, direct fired heaters, gas turbine water bath
heaters and solid fuel furnaces.

From 2003 to 2007 Mr. Sams was the President and COO of LPP
Combustion, LLC, a start-up company with a patented and innovative gas turbine
related technology allowing power generation users to switch from natural gas to
the lowest cost liquid fuel such as bio-diesel, ethanol and #2 fuel oil at the
same or better emission levels as natural gas.

From 1999 to 2003 Mr. Sams was the President, CEO and a
Director of Environmental Elements Corp. A company with annual sales of over $70
million globally, Environmental Elements Corporation was an AMEX listed public
environmental services/maintenance, manufacturing, and technology company
serving the power, oil/gas, pulp/paper and process industries. Fuels for
projects included renewable fuels including biomass, black liquor and fossil
fuels. At the company he managed the global operations including subsidiary
companies in China, the U.K., and Canada. He was responsible for the profit and
loss for all operations and directed 170 employees worldwide including corporate
headquarters, five U.S.. regional offices, manufacturing and marketing
operations in China, service and marketing operations in Canada, and the service
company in the U.K.

Family Relationships

There are no family relationships between any of our directors,
executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control
persons has 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 Securities and Exchange 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.              

41

---

Compliance with Section 16(a) of the Securities Exchange Act
of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires
our executive officers and directors and persons who own more than 10% of our
common stock to file with the Securities and Exchange Commission initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership of our common stock and other equity
securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and
greater than 10% shareholders are required by the SEC regulations to furnish us
with copies of all Section 16(a) reports that they file.

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 fiscal year ended December 31, 2008, all filing requirements
applicable to our 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 Required
      FormsJohn Sams
    1(1)
    1(1)
    1Ian S. Grant
    Nil
    Nil
    Nil


(1) The executive officer, director or
holder of 10% or more of our common stock filed a late Form 3  Initial
Statement of Beneficial Ownership of Securities.

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

42

---

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.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a
member of its audit committee that qualifies as an "audit committee financial
expert" as defined in Item 407(d)(5)(ii) of Regulation S-K.

We believe that the members of our board of directors are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. 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 and the
fact that we have not generated any material revenues to date. In addition, we
currently do not have nominating, compensation or audit committees or committees
performing similar functions nor do we have a written nominating, compensation
or audit committee charter. Our board of directors does not believe that it is
necessary to have such committees because it believes the functions of such
committees can be adequately performed by our board of directors.

Board and Committee Meetings

Our board of directors held no formal meetings during the year
ended December 31, 2008. All proceedings of the board of directors were
conducted by resolutions consented to in writing by all the directors and filed
with the minutes of the proceedings of the directors. Such resolutions consented
to in writing by the directors entitled to vote on that resolution at a meeting
of the directors are, according to the Nevada General Corporate Law and our
Bylaws, as valid and effective as if they had been passed at a meeting of the
directors duly called and held.

Item 11.    Executive Compensation

The particulars of the compensation paid to the following
persons:

| | (a) | our principal executive officer;                                                                                                                                                                                                                 
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                  
| | (b) | each of our two most highly compensated executive
      officers who were serving as executive officers at the end of the years
      ended December 31, 2008 and 2007; and                                                                      
| |     |                                                                                                                                                                                                                                                  
| | (c) | 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 years ended
      December 31, 2008 and 2007,

who we will collectively refer to as the named executive
officers of our company, are set out in the following summary compensation
table, except that no disclosure is provided for any named executive officer,
other than our principal executive officers, whose total compensation did not
exceed $100,000 for the respective fiscal year:

43

---

SUMMARY COMPENSATION TABLEName
        and Principal Position
      Year
      Salary
        ($)
      Bonus
        ($)
      Stock
        Awards ($)
      Option
        Awards ($)
      Non- Equity Incentive Plan Compensa-tion
        ($)
      Change in Pension Value and Nonqualified Deferred **Compensation**Earnings ($)
      All Other
        **Compensa-** tion ($)
      Total
        ($)John Sams 
        President, 
        Secretary, 
        Treasurer and 
        Director (1)
      2008 
        2007
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      77,312 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      77,312 
        N/AIan S. Grant 
        Former President, 
        Secretary, 
        Treasurer and 
        Director (2)
      2008 
        2007
      105,498 
        132,996
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      105,498 
        132,996


|(1) | Mr. Sams was appointed the President, Secretary,
      Treasurer and a director of our company on June 13, 2008.
|--- | ----------------------------------------------------------------------------------------------------------------
|    |                                                                                                                 
|(2) | Mr. Grant resigned as our President, Secretary, Treasurer
      and director on June 13, 2008.                  

Other than as set out below, there are no arrangements or plans
in which we provide pension, retirement or similar benefits for directors or
executive officers. Our directors and executive officers may receive share
options at the discretion of our board of directors in the future. 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 share options may be granted at the discretion of our board of
directors.

Stock Option Grants to our Named Executive Officers

Except as disclosed below, as at December 31, 2008, our company
did not have a stock option plan and our company did not grant any stock options
to any named executive officers during the years ended December 31, 2008 or
2007.

On August 26, 2008, we entered into stock option agreements
with our officer and director, John Sams, and Nicholas DeVito. The stock option
agreement with Mr. Sams provides for the grant of 750,000 options and the stock
option agreement with Mr. DeVito provides for the grant of 650,000 options. The
options are exercisable at a price of $0.50 per share and vest in equal monthly
installments over a twenty four month period.

On September 1, 2008, we entered into stock option agreements
  with Joseph Titus. The stock option agreement with Mr. Titus provides for the
  grant of 400,000 options. The options are exercisable at a price of $0.50 per
  share and vest in equal monthly installments over a twenty four month period.

Outstanding Equity Awards at Fiscal Year End

Except as disclosed below, there were no outstanding equity
awards granted to any named executive officer as of December 31, 2008 or
2007.

On August 26, 2008, we entered into stock option agreements
with our officer and director, John Sams, and Nicholas DeVito. The stock option
agreement with Mr. Sams provides for the grant of 750,000 options and the stock

44

---

option agreement with Mr. DeVito provides for the grant of
650,000 options. The options are exercisable at a price of $0.50 per share and
vest in equal monthly installments over a twenty four month period.

On September 1, 2008, we entered into stock option agreements
with Joseph Titus. The stock option agreement with Mr. Titus provides for the
grant of 400,000 options. The options are exercisable at a price of $0.50 per
share and vest in equal monthly installments over a twenty four month period.

Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year-End Values

Except as disclosed below, there were no options outstanding,
and hence no options exercised, by any named executive officers during the years
ended December 31, 2008 or 2007.

On August 26, 2008, we entered into stock option agreements
with our officer and director, John Sams, and Nicholas DeVito. The stock option
agreement with Mr. Sams provides for the grant of 750,000 options and the stock
option agreement with Mr. DeVito provides for the grant of 650,000 options. The
options are exercisable at a price of $0.50 per share and vest in equal monthly
installments over a twenty four month period.

On September 1, 2008, we entered into stock option agreements
with Joseph Titus. The stock option agreement with Mr. Titus provides for the
grant of 400,000 options. The options are exercisable at a price of $0.50 per
share and vest in equal monthly installments over a twenty four month period.

Compensation of Directors

We do not have any agreements for compensating our directors
for their services in their capacity as directors, although such directors are
expected in the future to receive stock options to purchase shares of our common
stock as awarded by our board of directors.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We have no
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 the board of directors or
a committee thereof.

Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management

None of our directors or executive officers or any associate
  or affiliate of our company during the last two fiscal years, is or has been
  indebted to our company by way of guarantee, support agreement, letter of credit
  or other similar agreement or understanding currently outstanding.

Item 12.    Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of April 8, 2009, certain
information with respect to the beneficial ownership of our common shares by
each shareholder known by us to be the beneficial owner of more than 5% of our
common shares, as well as by each of our current directors and executive
officers as a group. Each person has sole voting and investment power with
respect to the shares of common stock, except as otherwise indicated. Beneficial
ownership consists of a direct interest in the shares of common stock, except as
otherwise indicated.

45

---

Name and Address of Beneficial Owner
      Amount and Nature of Beneficial
      Ownership
      Percentage of
      Class(1)John Sams 808 Windy Ridge LN SE
      Atlanta, GA 30339
    312,500 options(2)
    0.591%Directors and Executive Officers as a
      Group(1)
    312,500 options
    0.591%Ian S. Grant 6  260 East Esplanade
      North Vancouver, BC V7L 1A3
    29,813,348
    56.719%


|(1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights. As a result, the percentage of outstanding shares of any person as
      shown in this table does not necessarily reflect the persons actual
      ownership or voting power with respect to the number of shares of common
      stock actually outstanding on April 8, 2009. As of April 8, 2009, there
      were 52,563,348shares of our companys common stock issued and
      outstanding.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(2) | On August 26, 2008, we entered into stock option
      agreements with our officer and director, John Sams. The stock option
      agreement with Mr. Sams provides for the grant of 750,000 options. The
      options are exercisable at a price of $0.50 per share and vest in equal
      monthly installments over a twenty four month period. Within 60 days of
      April 8, 2009, a total of 312,500 options will have
  vested.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

Item 13.    Certain Relationships and Related
Transactions, and Director Independence

Except as disclosed herein, no director, executive officer,
shareholder holding at least 5% of shares of our common stock, or any family
member thereof, had any material interest, direct or indirect, in any
transaction, or proposed transaction since the year ended December 31, 2008, in
which the amount involved in the transaction exceeded or exceeds the lesser of
$120,000 or one percent of the average of our total assets at the year end for
the last three completed fiscal years.

As of December 31, 2008 and December 31, 2007, we owed Ian S.
Grant and Company Ltd. $548,935 and 507,935, respectively, for consulting
fees.

As of December 31, 2008 and December 31, 2007, we had borrowed
$61,248 and $92,716, respectively, from our former CEO, Ian S. Grant. The
amounts bear an interest rate of 8%, are unsecured and due on demand. For the
periods ended December 31, 2008 and December 31, 2007 accrued liabilities
related parties included accrued interest of $19,952 and $14,548, respectively
for the amounts outstanding.

As of December 31, 2008 we had received cash advances of
$183,820 from a shareholder. We have assumed debt owing to this shareholder of
$950,000 based on terms of the license agreement. These advances and assumed
debt are unsecured, non-interest bearing and have no specific repayment terms.

46

---

Director Independence

We currently act with one director, consisting of John Sams. We
have determined that we do not have a director that is considered as an
independent director as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating
committee, but our entire board of directors acts in such capacities. We believe
that our members of our board of directors are 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 we believe
that the functions of an audit committee can be adequately performed by the
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.

Item 14.    Principal Accounting Fees and
Services

The aggregate fees billed for the most recently completed
fiscal year ended December 31, 2008 and for fiscal year ended December 31, 2007
for professional services rendered by the principal accountant for the audit of
our annual financial statements and review of the financial statements included
in our quarterly reports on Form 10-Q and services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for these fiscal periods were as follows:

Year
        EndedDecember 31, 2008
      December 31, 2007Audit Fees
      $20,000
      $21,350Audit Related Fees
      Nil
      $2,050Tax Fees
      $2,998
      NilAll Other Fees
      Nil
      NilTotal
      $22,998
      $23,400


Our 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.

Our board of directors has considered the nature and amount of
fees billed by our independent auditors and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
our independent auditors independence.

PART IV

Item 15.   Exhibits, Financial Statement Schedules

|(a) | Financial Statements
|--- | --------------------
|    |                     
|    | (1)                 
|    |                     
|    | (2)                 

47

---

(b)       Exhibits

|Exhibit |                                                                                                                                                                                                                                                                                   
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                   
|(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).                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                   
|(10)    | Material Contracts                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                   
|10.1    | 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).                                           
|        |                                                                                                                                                                                                                                                                                   
|10.2    | Form of Subscription Agreement (incorporated by reference
      from our Registration Statement on Form SB-2 filed on September 15, 2006).                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                   
|10.3    | Share Exchange Agreement between our company, Raven
      Biofuels International Corporation and the selling shareholders of Raven
      Biofuels International Corporation, dated October 29, 2007 (incorporated
      by reference from our Form 8-K filed on November 2, 2007).
|        |                                                                                                                                                                                                                                                                                   
|10.4    | Assignment of Agreement between our company, Tribune
      Capital Partners S.A. and Spectrum Energy Corporation, dated May 21, 2008.
      (incorporated by reference from our Form 8-K filed on June 3, 2008).                                                                  
|        |                                                                                                                                                                                                                                                                                   
|10.5    | Letter of Intent between our company, Tribune Capital
      Partners S.A. and Superior Biotechnologies Corporation, dated May 8, 2008,
      accepted May 26, 2008. (incorporated by reference from our Form 8-K filed
      on June 3, 2008).                                    
|        |                                                                                                                                                                                                                                                                                   
|10.6    | Memorandum of Terms between our company and Blackhawk
      Investments Ltd., dated June 28, 2008 (incorporated by reference from our
      Form 8-K filed on July 3, 2008).                                                                                                      
|        |                                                                                                                                                                                                                                                                                   
|10.7    | Memorandum of Terms between our company and Clean Energy
      Holding Corp, dated July 3, 2008 (incorporated by reference from our Form
      8-K filed on July 3, 2008).                                                                                                        
|        |                                                                                                                                                                                                                                                                                   
|10.8    | Stock Option Agreement dated August 26, 2008, between our
      company and John Sams (incorporated by reference from our Form 8-K filed
      on August 29, 2008).                                                                                                               
|        |                                                                                                                                                                                                                                                                                   
|10.9    | Stock Option Agreement dated August 26, 2008, between our
      company and Nicholas DeVito (incorporated by reference from our Form 8-K
      filed on August 29, 2008).                                                                                                         
|        |                                                                                                                                                                                                                                                                                   
|10.10   | Share Purchase Agreement dated June 10, 2008, between our
      company and Nicholas DeVito (incorporated by reference from our Form 8-K
      filed on August 29, 2008).                                                                                                         

48

---

|Exhibit |                                                                                                                                                                                                                                                      
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                      
|10.11   | Consent to Assignment
        dated June 10, 2008, between our company, Tribune Capital Partners, S.A.
        and Superior Biotechnologies Corporation (incorporated by reference from
        our Form 8-K filed on August 29, 2008).              
|        |                                                                                                                                                                                                                                                      
|10.12   | Mutual Release
        and Waiver of Claims dated June 10, 2008, between our company, Tribune
        Capital Partners, S.A. and Superior Biotechnologies Corporation (incorporated
        by reference from our Form 8-K filed on August 29, 2008).
|        |                                                                                                                                                                                                                                                      
|10.13   | Bill of Sale,
        Assignment and Assumption Agreement dated June 10, 2008, between our company
        and Superior Biotechnologies Corporation (incorporated by reference from
        our Form 8-K filed on August 29, 2008).                  
|        |                                                                                                                                                                                                                                                      
|10.14   | Asset Purchase
        Agreement dated June 10, 2008, between our company and Superior Biotechnologies
        Corporation (incorporated by reference from our Form 8-K filed on August
        29, 2008).                                           
|        |                                                                                                                                                                                                                                                      
|(14)    | Code of Ethics                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                      
|14.1    | Code of Business
        Conduct and Ethics (incorporated by reference from an Annual Report on
        Form 10- KSB filed on July 5, 2007).                                                                                                         
|        |                                                                                                                                                                                                                                                      
|(31)    | Rule 13a-14(d)/15d-14(d)
        Certification                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                      
|31.1*   | Section
    302 Certification.                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                      
|(32)    | Section 1350
        Certification                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                      
|32.1*   | Section
        906 Certification.                                                                                                                                                                                                                   

*            
Filed herewith.

49

---

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                           
|--------------------- | -------------------------------------------------------------------
|                      | (Registrant)                                                       
|                      |                                                                    
|Dated: April 15, 2009 | /s/ John Sams                                                      
|                      | John Sams                                                          
|                      | President, Treasurer, Secretary and Director                       
|                      | (Principal Executive Officer, Principal
      Financial Officer and
|                      | Principal Accounting Officer)                                      

50

---