Raven Biofuels International (RVBF) 10-Q 2009 Q1 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period endedMarch 31, 2009

or

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

For the transition period from _____________ to _____________ 

Commission File Number000-52475

Raven Biofuels International Corporation
(Exact name of registrant as specified in its charter)

Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

61 South Paramus Road, Paramus, New Jersey 07652
(Address of principal executive offices) (Zip Code)

1-866-433-3356

(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] YES [ ] NO

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

Large accelerated filer	[ ]		Accelerated filer	[ ]
Non-accelerated filer	[ ]	(Do not check if a smaller reporting company)	Smaller reporting company	[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

[ ] YES [X] NO

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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

[ ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

52,563,348 common shares issued and outstanding as of May 19, 2009

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PART I

Item 1. Financial Statements

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

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RAVEN BIOFUELS INTERNATIONAL CORPORATION

Balance Sheets

		March			December
		31,			31,
		2009			2008
		(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash	$	1,685		$	1,875
Total Current Assets		1,685			1,875
Intellectual Property (Note 3)		1,125,000			1,125,000
Less accumulated amortization		(67,192	)		( 39,452	)
Net Value of Intellectual Property		1,057,808			1,085,548
TOTAL ASSETS	$	1,059,493		$	1,087,423
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	23,115		$	17,991
Accounts payable – related parties (Note 5)		566,935			548,935
Accrued liabilities – related parties (Note 5)		18,006			17,288
Income taxes payable		750			750
Advances payable		24,990			24,990
Notes payable and advances – related parties (Note 5)		1,192,403			1,195,068
Total Current Liabilities		1,826,199			1,805,022
TOTAL LIABILITIES		1,826,199			1,805,022
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $0.001 par value, 8,800,000,000
shares authorized, 52,563,348 shares issued and
outstanding, respectively		52,563			52,563
Additional paid-in capital		622,089			504,589
Foreign currency translation adjustments		3,180			581
Accumulated deficit		(1,444,538	)		(1,275,332	)
Total Stockholders’ Equity (Deficit)	$	(766,706	)	$	(717,599	)
TOTAL LIABILITIES AND STOCKHOLDERS’
EQUITY (DEFICIT)	$	1,059,493		$	1,087,423

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

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RAVEN BIOFUELS INTERNATIONAL CORPORATION

Statements of Operations and Other Comprehensive Loss

(Unaudited)

		For the Three Months Ended
		March 31,
		2009			2008
Sales Commission	$	-		$	6,948
Total Revenue		-			6,948
EXPENSES
Consulting expense		135,500			33,249
General and administrative		4,749			21,640
Interest expense		1,217			2,226
Depreciation and amortization		27,740			-
Total Expenses		169,206			57,115
(LOSS) FROM OPERATIONS BEFORE INCOME TAXES		(169,206	)		(50,167	)
Income tax expense		-			-
NET (LOSS)		(169,206	)		(50,167	)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustments		2,599			4,374
TOTAL COMPREHENSIVE INCOME (LOSS)	$	(166,607	)	$	(45,793	)
BASIC INCOME (LOSS) PER SHARE	$	(0.00	)	$	(0.00	)
BASIC AND FULLY DILUTED WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING		52,563,348			52,213,348

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

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RAVEN BIOFUELS INTERNATIONAL CORPORATION

Statement of Stockholders’ Equity (Deficit)

					Additional		Other
	Common Stock				Paid in		Comprehensive
					Capital		Income		Accumulated
	Shares		Amount				(Loss)		Deficit
Balance,
December 31, 2008	52,563,348	$	52,563	$	504,589	$	581	$	(1,275,332	)
Stock option compensation
expense (unaudited)	-		-		117,500		-		-
Foreign currency translation
adjustments (unaudited)	-		-		-		2,599		-
Net Loss for the period
ended March 31, 2008
(unaudited)	-		-		-		-		(169,206	)
Balance, March 31, 2008
(unaudited)	52,563,348 $		52,563	$	622,089	$	3,180	$	(1,444,538	)

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

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RAVEN BIOFUELS INTERNATIONAL CORPORATION

Statements of Cash Flow

(Unaudited)

		For the Three Months Ended
		March 31,
		2009			2008
CASH FLOWS - OPERATING ACTIVITIES
Net Income (Loss)	$	(169,206	)	$	(50,167	)
Options issued for services		117,500
Depreciation and amortization		27,740
Changes in operating assets and liabilities:
Increase (Decrease) in accounts payable		4,559			(22,507	)
Increase in accounts payable – related parties		18,000			27,801
Increase in accrued liabilities – related parties		1,217			1,889
Net cash (used for) operating activities		(190	)		(42,984	)
CASH FLOWS - INVESTING ACTIVITIES		-			-
CASH FLOWS - FINANCING ACTIVITIES
Advances on notes payable and advances – related		-			63,930
Net cash provided by financing activities		-			63,930
INCREASE (DECREASE) IN CASH DURING PERIOD		(190	)		20,946
CASH AT BEGINNING OF PERIOD		1,875			93
CASH AT END OF PERIOD	$	1,685		$	21,039
CASH PAID DURING THE PERIOD FOR:
Interest	$	-		$	300
Income taxes	$	-		$	-

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

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RAVEN BIOFUELS INTERNATIONAL CORPORATION

Notes to the Unaudited Financial Statements

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s most recent audited financial statements and notes thereto. Operating results for the three months ended March 31, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

NOTE 2 - ORGANIZATION

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

The Company’s authorized share capital is now 8,800,000,000 common shares of which 52,563,348 have been issued and are outstanding.

NOTE 3 - LICENSE AGREEMENT

On August 26, 2008, the Company entered into an assignment agreement whereby the Company accepted an assignment of an agreement between Tribune Capital Partners SA and Spectrum Energy Company Ltd. for the 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 5).

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

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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 License Agreement will be amortized over its useful life of 10 years on a straight line basis. For the three months ended March 31, 2009, the Company recognized $27,740 of amortization expense based on an annual amortization expense of $112,500. Accumulated amortization for the period ended March 31, 2009 is $67,192.

NOTE 4 - COMMON STOCK

As of March 31, 2009 the Company’s authorized share capital is now 8,800,000,000 common shares of which 52,563,348 are issued and outstanding.

NOTE 5 - RELATED PARTY TRANSACTIONS

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

Accounts Payable – Related Parties

As of March 31, 2009 and December 31, 2008, the Company owed I. S. Grant and Company Ltd. $566,935 and $535,770 respectively, for consulting fees.

Notes Payable and Advances – Related Parties

As of March 31, 2009 and December 31, 2008, the Company had borrowed $60,378 and $61,248, respectively, from the Company’s former CEO and President, Ian S. Grant. The amounts bear an interest rate of 8%, are unsecured and due on demand. For the years ended March 31, 2009 and 2008 accrued liabilities –related parties included accrued interest of $18,006 and $15,889, respectively for the amounts monies.

As of March 31, 2009 the Company had received cash advances of $182,025 from a shareholder. The Company has assumed debt owing to this shareholder of $950,000 based on terms of the license agreement (See Note 3). These advances and assumed debt are unsecured, non-interest bearing and have no specific repayment terms

NOTE 6 - STOCK OPTIONS

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.

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A summary of the status of the options and warrants granted and outstanding at March 31, 2009 and 2008, and changes during the years then ended is presented below:

	For the period ended March 31,
	2009		2008
		Weighted		Weighted
		Average		Average
		Exercise		Exercise
	Shares	Price	Shares	Price
Outstanding at beginning of period	1,800,000	.50	-	-
Granted	-	-	-	-
Exercised	-	-	-	-
Expired or cancelled	-	-	-	-
Outstanding at end of period	1,800,000	.50	-	-
Weighted average fair value of
options exercisable	525,000	.50	-	-

A summary of the status of the options and warrants outstanding at March 31, 2009 is presented below:

	Warrants Outstanding				Warrants Exercisable
Range of		Weighted-		Weighted-			Weighted-
		Average		Average			Average
Exercise	Number	Remaining		Exercise	Number		Exercise
Prices	Outstanding	Contractual Life		Price	Exercisable		Price
$.50	1,800,000	9.4 years	$	0.50	525,000	$	0.50
$.50	1,800,000	9.4 years	$	0.50	525,000	$	0.50

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

NOTE 7 -GOING CONCERN

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

NOTE 8 - SUBSEQUENT EVENTS

On April 7, 2009 the Company signed a Letter of Intent 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 is expected to fund this phase.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. Forward-looking statements are statements that relate to future events, future financial performance or are otherwise projections of future results. 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 of this quarterly report on Form 10-Q entitled “Risk Factors”, that may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

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

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

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to shares of our common stock.

As used in this quarterly report, the terms “we”, “us”, “our”, “our company” and “Raven Biofuels” mean our company, Raven Biofuels International Corporation, unless otherwise indicated.

Corporate History

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

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

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

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

Our Current Business

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

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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.

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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.

On March 10, 2009, we entered into a services agreement with Larson Engineering, Inc. of Atlanta, Georgia to perform process design, mass and energy balances, development of Process Flow Diagrams and preliminary equipment selection for the Kamloops, BC biorefinery. This engineering effort is generic to all biorefineries that Raven will develop, build and operate in the future. Larson has been involved with 50+ ethanol and biofuels facilities throughout the U.S.

On April 7, 2009, we entered into a letter of Intent with the Kamloops Indian Band for a jointly funded biorefinery in Kamloops British Columbia. The agreement provides for initial funding for engineering by both parties and joint equity funding for the project.

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

Projects Currently under Development

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

British Columbia

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

Ackerman, Mississippi

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

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

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Results of Operations

Three Month Summary Ending March 31, 2009 and 2008

		Three Months Ended
					March 31
		2009			2008
Revenue	$	Nil		$	6,948
Operating Expenses	$	169,206		$	57,115
Net Income (Loss)	$	(169,206	)	$	(50,167	)

Expenses

Our operating expenses for the three month period ended March 31, 2009 and 2008 are outlined in the table below:

		Three Months Ended
				March 31
		2009		2008
Consulting expense	$	135,500	$	33,249
General and administrative	$	4,749	$	2,160
Interest expense	$	1,217	$	2,226
Depreciation and amortization	$	27,740	$	Nil

Operating expenses for three months ended March 31, 2009, increased by 196.25% as compared to the comparative period in 2008 primarily as a result of an increase in consulting expenses and depreciation and amortization.

Revenue

During the three months ended March 31, 2009 we earned revenues from sales commissions of $Nil compared to revenues from sales commissions of $6,948 during the three months ended March 31, 2008.

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

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

Equity Compensation

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

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

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Liquidity and Financial Condition

Working Capital

					At
		At			December
		March 31,			31,			Increase/
		2009			2008			Decrease
Current Assets	$	1,685		$	1,875		$	(190	)
Current Liabilities	$	1,826,199		$	1,805,022		$	21,177
Working Capital (deficit)	$	(1,824,514	)	$	(1,803,147	)	$	(21,367	)

Cash Flows

		At			At
		March 31,			March 31,
		2009			2008
Net Cash Used in Operating Activities	$	(190	)	$	(42,984	)
Net Cash Provided by Investing Activities	$	0		$	0
Net Cash Provided by Financing Activities	$	0		$	63,930
Increase (Decrease) in Cash During the Period	$	(190	)	$	20,946

The net decrease in cash that we incurred for the three month period ended March 31, 2009 compared with the three month period ended March 31, 2008 was largely due to increased option expense for compensation.

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 March 31, 2009 was $1,685. We plan to raise additional capital required to meet immediate short-term needs and to meet the balance of our estimated funding requirements for the twelve months, primarily through the private placement of our securities.

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

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

Future Financings

We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $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.

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

Cash Requirements

As a result of our recent acquisition from Superior Biotechnologies, we anticipate that we will expend approximately $925,000 during the twelve-month period ending March 31, 2010 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 March 31, 2010

Operating Expenses
Management and Consulting	$	350,000
Research and Development		500,000
General and Administrative		75,000
Total Operating Expenses	$	925,000

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 annual financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

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

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

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

Contractual Obligations

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

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Going Concern

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

Off-Balance Sheet Arrangements

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

Recently Issued Accounting Standards

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact SFAS No. 157 will have on our financial position, results of operations, and cash flows.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – including an amendment of FASB statement No. 115.” This Statement permits all entities to choose, at specified election dates, to measure eligible items at fair value (the “fair value option”). A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings (or another performance indicator if the business entity does not report earnings) at each subsequent reporting date. Upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. If an entity elects the fair value option for a held-to-maturity or available-for-sale security in conjunction with the adoption of this Statement, that security shall be reported as a trading security under Statement 115, but the accounting for a transfer to the trading category under paragraph 15(b) of Statement 115 does not apply. Electing the fair value option for an existing held-to-maturity security will not call into question the intent of an entity to hold other debt securities to maturity in the future. This statement is effective as of the first fiscal year that begins after November 15, 2007. We are currently analyzing the effects of SFAS 159 but do not expect its implementation will have a significant impact on our financial condition or results of operations.

In July 2006, the FASB issued FASB Interpretation (“FIN”) No. 48 Accounting for Uncertainly in Income Taxes –An Interpretation of FASB Statement No. 109. FIN 48 prescribes detailed guidance for the financial statement recognition, measurement, and disclosure of uncertain tax positions recognized in an enterprise’s financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. Tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. FIN 48 will be effective for fiscal years beginning after December 15, 2006, and the provisions of FIN 48 will be applied to all positions upon the adoption of the Interpretation. The cumulative effect of applying the provisions of this Interpretation will be reported as an adjustment to the opening balance of retained earnings for that fiscal year. Management does not believe that its adoption will have a material effect on our financial position, results of operations, or cash flows.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when quantifying Misstatements in Current Year Financial Statements (“SAB 108”). SAB 108 requires companies to evaluate the materiality of identified unadjusted errors on each financial statement and related financial statement disclosure using both the rollover approach and the iron curtain approach, as those terms are defined in SAB 108. The rollover approach quantifies misstatements based on the amount of the error in the current year financial statement, whereas the iron curtain approach quantifies misstatements based on the effects of correcting the misstatement existing in the balance sheet at the end of the current year, irrespective of the misstatement’s year(s) of origin. Financial statements would require adjustment when either approach results in quantifying a misstatement that is material. Correcting prior year financial statements for immaterial errors would not require previously filed reports to be amended. If a company determines that an adjustment to prior year

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financial statements is required upon adoption of SAB 108 and does not elect to restate its previous financial statements, then it must recognize the cumulative effect of applying SAB 108 in fiscal 2006 beginning balances of the affected assets and liabilities with a corresponding adjustment to the fiscal 2006 opening balance in retained earnings. SAB 108 is effective for interim periods of the first fiscal year ending after November 15, 2006, and was adopted by our company in the first quarter of 2007. Management does not believe the adoption of SAB 108 will have a material impact on our financial position or results of operations.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our financials.

Item 3. Quantitative Disclosures About Market Risks

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

Item 4(T). Controls and Procedures.

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under theSecurities 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 March 31, 2009, the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of our president (who is acting as our principal executive officer and our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (who is acting as our principal executive officer and our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management evaluated, under the supervision and with the participation of our principal executive and principal financial officer, the effectiveness of our internal control over financial reporting as of March 31, 2009.

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 March 31, 2009, 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.

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Material Weaknesses Identified

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

(i)	Insufficient segregation of duties in our finance and accounting functions due to limited personnel. During the quarter ended March 31, 2009, 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 March 31, 2009 financial statements.

Plan for Remediation of Material Weaknesses

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

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

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

Inherent limitations on effectiveness of controls

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

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assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the year ended March 31, 2009 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors

GENERAL STATEMENT ABOUT RISKS

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

Risks Relating to Our Business:

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

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

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

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

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

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

- we incur any significant unanticipated expenses.

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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 March 31, 2009 we have an accumulated deficit of $(1,444,538).

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 March 31, 2009 we have accrued management fees of $566,935 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 March 31, 2009 we had $1,685 in cash on hand and to date we have not generated any material revenues from operations and we have been dependent on sales of our equity securities to meet our cash requirements. We cannot anticipate when we will be able to generate significant revenues from sales, or when or if we will be able to raise additional funds. As a result, if Mr. Grant made a demand for payment of the accrued fees that are due and owing to him, we would be unable to make any payments in satisfaction of the accrued fees. If a demand for payment of the accrued fees is made we will not be able to maintain our operations and our business will fail.

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

Our affiliates, in the aggregate, beneficially own 56.72% of issued and outstanding shares of our common stock. As a result, they have the ability to control matters affecting minority shareholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because our officers, directors and principal shareholders control our company, investors will not be able to replace our management if they disagree with the way our business is being run. Because control by these insiders could result in management making decisions that are in the best interest of those insiders and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock.

Risks Related to Our Shares of Common Stock

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

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

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

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

Our board of directors may choose to issue additional shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and

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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.

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Other Risks

Trends, Risks and Uncertainties

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K.

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).

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

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Exhibit
Number	Description
(32)	Section 1350 Certification
32.1*	Section 906 Certification.

*file herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	RAVEN BIOFUELS INTERNATIONAL CORPORATION
	(Registrant)
Dated: May 20, 2009	/s/ John Sams
	John Sams
	President, Treasurer, Secretary and Director
	(Principal Executive Officer, Principal Financial Officer and
	Principal Accounting Officer)