Filed by sedaredgar.com - Raven Biofuels International Corporation

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

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

RAVEN BIOFUELS INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)

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 Act
Yes [ ] No [X]

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing requirements for the 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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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;

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.

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.

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.

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.

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 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	Low
December 31, 2008	$0.55	$0.18
September 30, 2008	$0.84	$0.30
June 30, 2008	$1.48	$0.80
March 31, 2008	$1.16	$0.97
December 31, 2007	$1.40	$1.00
September 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.

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.

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.

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.

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.

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

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.

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

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.

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.

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

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.

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.

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 Expenses
Management, Staffing and Consulting	$	950,000
Research and Development		150,000
General and Administrative		400,000
Total 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.

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

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.

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.

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.

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

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.

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.

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:

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

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:

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.

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.

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

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

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.

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.

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.

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.

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.

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 of FASB 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.

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

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.

RAVEN BIOFUELS INTERNATIONAL CORPORATION
Statements of Operations and Other Comprehensive Loss

RAVEN BIOFUELS INTERNATIONAL CORPORATION
Statements of Stockholders’ Equity (Deficit)

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.

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

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

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.

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

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:

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

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.

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

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

During the year ended December 31, 2008, the Company adopted the following accounting pronouncements:

SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB 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.

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.

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.

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.

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

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

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

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.

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.

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

	Warrants Outstanding				Warrants Exercisable
Range of		Weighted-Average		Weighted-Average			Weighted-Average
Exercise	Number	Remaining		Exercise	Number		Exercise
Prices	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%.

The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal

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

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

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.

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.

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 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.

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:

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:

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

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.

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.

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

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 Appointed
John Sams	Chief Operations Officer Director President, Secretary, Treasurer	57	May 16, 2008 June 13, 2008

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.

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.

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

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:

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 Forms
John Sams	1⁽¹⁾	1⁽¹⁾	1
Ian 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.

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;

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

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

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

individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.

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.

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.

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.

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:

SUMMARY COMPENSATION TABLE
Name 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/A
Ian 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

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.

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.

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

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.

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.

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.

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.

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%

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.

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.

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 Ended
	December 31, 2008	December 31, 2007
Audit Fees	$20,000	$21,350
Audit Related Fees	Nil	$2,050
Tax Fees	$2,998	Nil
All Other Fees	Nil	Nil
Total	$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.

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.

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

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

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

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

		Year Ended
		December 31
		2008			2007
Revenue	$	22,833		$	23,227
Operating Expenses	$	417,550		$	228,903
Net Income (Loss)	$	(394,717	)	$	117,715

		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	)

		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	)

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

		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	$	-		$	-

		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	$	-		$	-

		For the Years Ended
		December 31,
		2008			2007

REVENUES
Sales commission	$	22,833		$	23,227
Total Revenue		22,833			23,227
EXPENSES
Consulting expense		279,679			132,996
General and administrative		92,609			89,960
Interest expense		5,810			5,947
Depreciation and amortization		39,452			-
Total Expenses		417,550			228,903
(LOSS) FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES		(394,717	)		(205,676	)
Income tax expense		-			-
(LOSS) FROM CONTINUING OPERATIONS		(394,717	)		(205,676	)
(Loss) from discontinued operations before disposal,
net of income taxes (Note 2)		-			(76,877	)
Gain on disposal of discontinued operations,
net of income taxes (Note 2)		-			400,268
NET (LOSS)		(394,717	)		117,715



OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustments		17,628			5,638
Total Other Comprehensive Income (Loss)		17,628			5,638
TOTAL COMPREHENSIVE INCOME (LOSS)	$	(377,089	)	$	123,353


BASIC INCOME (LOSS) PER SHARE
Income (Loss) from continuing operations	$	(0.01	)	$	(0.01	)
Income (Loss) from discontinued operations		(0.00	)		0.01
Total Income (Loss) per Share	$	(0.01	)	$	(0.00	)

BASIC AND FULLY DILUTED WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING		52,384,992			52,213,348

					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	)

	For the years ended December 31,
	2008		2007
		Weighted		Weighted
		Average		Average
		Exercise		Exercise
	Shares	Price	Shares	Price
Outstanding at beginning of period	-	-	-	-
Granted	1,800,000	.50	-	-
Exercised	-	-	-	-
Expired or cancelled	-	-	-	-
Outstanding at end of period	1,800,000	.50	-	-
Weighted average fair value of
options exercisable	300,000	.50	-	-

	(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.

	(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;

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.

	(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,

⁽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.

⁽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.

(a)	Financial Statements

	(1)	Financial statements for our company are listed in the index under Item 8 of this document

	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

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).

	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)

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

(1)	the Annual Report on Form 10-K of Raven Biofuels International Corporation for the year ended December 31, 2008 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Raven Biofuels International Corporation.