franchise private placement memorandum

BIOCRUDE TECHNOLOGIES INC. CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM PURSUANT TO RULE 504 OF REGULATION D PRIVATE OFFERING $1,000,000 800,000 SHARES OF COMMON STOCK AT $1.25 PER SHARE Placement Agent Private Placement Memorandum Dated January 09, 2007 NOTICE TO INVESTORS THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (THE "MEMORANDUM") CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION ABOUT BIOCRUDE TECHNOLOGIES INC. (THE "COMPANY"). THIS MEMORANDUM IS BEING SUBMITTED TO PROSPECTIVE INVESTORS OR OFFEREES (INDIVIDUALLY, "INVESTOR" AND COLLECTIVELY, "INVESTORS"), SOLELY FOR SUCH INVESTORS' CONFIDENTIAL USE. EACH INVESTOR ACKNOWLEDGES THAT, BY ACCEPTING THIS MEMORANDUM AND WITHOUT THE PRIOR WRITTEN PERMISSION OF THE COMPANY, THE INVESTOR AGREES NOT TO DUPLICATE, FURNISH COPIES (IN WHOLE OR IN PART), RELEASE THE MEMORANDUM OR DISCUSS THE INFORMATION CONTAINED IN THE MEMORANDUM TO PERSONS OTHER THAN THE INVESTOR’S REPRESENTATIVE(S), IF ANY, OR HIS, HER OR ITS INVESTMENT AND TAX ADVISERS, ACCOUNTANTS OR LEGAL COUNSEL (WHO, IN TURN, MAY USE THE INFORMATION CONTAINED HEREIN SOLELY FOR PURPOSES RELATED TO THE RECIPIENT'S POSSIBLE INVESTMENT IN THE COMPANY'S COMMON STOCK). THIS MEMORANDUM MAY NOT BE USED FOR ANY PURPOSE OTHER THAN EVALUATING A POTENTIAL INVESTMENT IN THE SECURITIES DESCRIBED HEREIN. THE INVESTOR AGREES TO RETURN THIS MEMORANDUM (AND ANY SUCH PERMITTED COPIES) PROMPTLY TO THE COMPANY AT 138 ANDERSON AVE., UNIT,#10, MARKHAM, ONTARIO L6E 1A4, IF (a) THE INVESTOR DOES NOT SUBSCRIBE TO PURCHASE ANY OF THE COMPANY'S SECURITIES, OR (b) THE OFFERING DESCRIBED HEREIN (THE "OFFERING") IS TERMINATED OR WITHDRAWN BY THE COMPANY. THE SECURITIES DESCRIBED HEREIN (i) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, (ii) ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH STATE LAWS, AND (iii) ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO REGISTRATION OR EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MIGHT BE REQUIRED TO BEAR THE FINANCIAL RISKS OF AN INVESTMENT IN THE SECURITIES FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY HAS PREPARED AND PRESENTED ALL OF THE INFORMATION INCLUDED IN THIS MEMORANDUM. THE COMPANY IS FURNISHING THIS INFORMATION SOLELY FOR USE BY INVESTORS IN MAKING AN INVESTMENT DECISION CONCERNING THE OFFERING. INVESTORS SHOULD NOT RELY UPON ANY PROMISE OR REPRESENTATION CONCERNING THE COMPANY’S FUTURE PERFORMANCE CONTAINED HEREIN, AND INVESTORS SHOULD ONLY RELY ON THEIR OWN EVALUATION OF THE COMPANY IN CONNECTION WITH THE DECISION TO INVEST IN THE COMPANY'S COMMON STOCK. THE COMPANY HAS NOT AUTHORIZED ANYONE TO MAKE REPRESENTATIONS ABOUT THE COMPANY NOT CONTAINED HEREIN. INVESTORS AGREE TO ADVISE THE COMPANY IN WRITING IF THEY ARE RELYING UPON ANY SUCH INFORMATION NOT INCLUDED IN THIS MEMORANDUM. THIS MEMORANDUM SPEAKS AS OF THE DATE INDICATED, EXCEPT WHERE NOTED. NO REPRESENTATION IS MADE THAT THE COMPANY’S AFFAIRS HAVE NOT CHANGED SINCE THE DATE OF THIS MEMORANDUM. NO PERSON HAS BEEN AUTHORIZED TO MAKE PROJECTIONS RELATED TO THE COMPANY'S FUTURE FINANCIAL PERFORMANCE OR THE FUTURE VALUE OF AN INVESTMENT IN THE COMPANY. THIS MEMORANDUM CONSTITUTES AN OFFER ONLY TO THE INVESTOR TO WHOM THIS MEMORANDUM IS INITIALLY DISTRIBUTED BY THE COMPANY AND DOES NOT CONSTITUTE AN OFFER TO ANYONE IN ANY COUNTRY OR STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. THE COMPANY RESERVES THE RIGHT TO ACCEPT OR REJECT ANY SUBSCRIPTION FOR SECURITIES, IN WHOLE OR IN PART, AND TO ALLOT TO ANY INVESTOR FEWER THAN THE NUMBER OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. IN DECIDING WHETHER TO PURCHASE THE COMPANY'S COMMON STOCK, EACH INVESTOR MUST CONDUCT AND RELY ON ITS OWN EVALUATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION WITH RESPECT TO THE SECURITIES. INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY, OR ANY PROFESSIONAL ASSOCIATED WITH THE OFFERING, AS LEGAL OR TAX ADVICE. EACH INVESTOR SHOULD CONSULT HIS/HER/ITS OWN COUNSEL, ACCOUNTANT OR BUSINESS ADVISOR AS TO LEGAL, TAX AND RELATED MATTERS CONCERNING, THE PURCHASE OF THE COMPANY'S SECURITIES. THIS MEMORANDUM CONTAINS SUMMARIES OF CERTAIN DOCUMENTS RELATED TO THE COMPANY'S BUSINESS, BUT REFERENCE IS MADE TO SUCH DOCUMENTS FOR COMPLETE INFORMATION CONCERNING THE RIGHTS AND OBLIGATIONS OF THE PARTIES IN CONNECTION THEREWITH. COPIES OF SUCH DOCUMENTS WILL BE MADE AVAILABLE UPON REQUEST OF A RECIPIENT OF THIS MEMORANDUM AT THE PRINCIPAL OFFICES OF THE COMPANY: BIOCRUDE TECHNOLOGIES INC., 138 ANDERSON AVE., UNIT,#10, MARKHAM, ONTARIO L6E 1A4,, ATTN: RUSSELL ROTHMAN, PRESIDENT/CHIEF EXECUTIVE OFFICER. ALL SUCH SUMMARIES SET FORTH HEREIN ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THOSE DOCUMENTS. NO GENERAL SOLICITATION WILL BE CONDUCTED AND NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM WILL OR MAY BE EMPLOYED IN THE OFFERING OF THE COMPANY'S SECURITIES, EXCEPT FOR THIS MEMORANDUM, AND ANY AMENDMENTS OR SUPPLEMENTS. THE INVESTOR, PRIOR TO SUBSCRIBING FOR THE SECURITIES DESCRIBED HEREIN, SHOULD READ THIS MEMORANDUM AND ALL EXHIBITS IN THEIR ENTIRETY. THE COMPANY PREPARED THIS MEMORANDUM AND ALL STATEMENTS AND OPINIONS ARE SOLELY THOSE OF THE COMPANY. LEGENDS NASAA UNIFORM LEGEND: IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ALL STATES: THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY COMMISSION, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE FOLLOWING LEGENDS RELATE TO OFFERS AND SALES TO PERSONS OR ENTITIES IN, OR HAVING A PRINCIPAL PLACE OF BUSINESS WITHIN, THE STATES NOTED. THEY REPRESENT RESTRICTIONS IN ADDITION TO THOSE NOTED ABOVE; HOWEVER, THE INCLUSION OF ANY STATE BELOW SHOULD NOT BE CONSTRUED TO MEAN THAT SECURITIES ARE AVAILABLE FOR SALE IN SUCH STATE AND, CONVERSELY, THE OMISSION OF ANY STATE FROM THE FOLLOWING LIST SHOULD NOT BE INTERPRETED THAT SECURITIES ARE NOT AVAILABLE FOR SALE TO RESIDENTS OF SUCH STATES. NOTICE TO FLORIDA RESIDENTS: PURSUANT TO SECTION 517.061(11)(a)(5) OF THE FLORIDA STATUTES, A FLORIDA INVESTOR HAS A THREE-DAY RIGHT OF RESCISSION AFTER CONFIRMING HIS, HER OR ITS INVESTMENT TO BUY THE COMPANY'S COMMON STOCK. IF A FLORIDA RESIDENT HAS EXECUTED A SUBSCRIPTION AGREEMENT, SUCH INVESTOR MAY ELECT, WITHIN THREE BUSINESS DAYS AFTER SIGNING THE SUBSCRIPTION AGREEMENT, TO WITHDRAW FROM THE SUBSCRIPTION AGREEMENT AND RECEIVE A FULL REFUND AND RETURN (WITHOUT INTEREST) OF ANY MONEY PAID BY HIM. A FLORIDA RESIDENT'S WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH SUCH WITHDRAWAL, A FLORIDA RESIDENT NEED ONLY DELIVER FOR MAILING OR OTHER DELIVERY A LETTER TO THE ISSUER AT THE ADDRESS SET FORTH IN THIS MEMORANDUM INDICATING HIS INTENTION TO WITHDRAW. SUCH LETTER MUST BE SENT AND POST- MARKED PRIOR TO THE END OF THE AFOREMENTIONED THIRD BUSINESS DAY. IF A FLORIDA RESIDENT SENDS A LETTER, IT IS PRUDENT TO SEND IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO AN OFFICER OF THE COMPANY TO ENSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME AND DATE WHEN IT IS MAILED. SHOULD A FLORIDA RESIDENT MAKE THIS REQUEST ORALLY, HE SHOULD ASK FOR WRITTEN CONFIRMATION THAT HIS REQUEST HAS BEEN RECEIVED. Table of Contents SUMMARY ................................................................................................................................... 8 OVERVIEW .................................................................................................................................. 8 TERMS OF THE OFFERING .................................................................................................... 9 RISK FACTORS ......................................................................................................................... 10 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS ........................... 10 INVESTMENT RISKS............................................................................................................... 12 USE OF PROCEEDS ................................................................................................................. 15 DIVIDEND POLICY .................................................................................................................. 16 CAPITALIZATION ................................................................................................................... 17 Stockholders ...............................................................................................................................18 BioCrude:....................................................................................................................................19 Major Energy Production Issues: ........................................................................................................ 19 Advantages of the BioCrude System: .................................................................................................. 19 Garbage In – Energy Source Out ......................................................................................................... 19 The End Products: ............................................................................................................................... 20 What the BioCrude System Does: ....................................................................................................... 22 Viability of the System: ....................................................................................................................... 22 The Market for the BioCrude System: ................................................................................................ 22 Mission, Vision and Goals: .................................................................................................................. 22 Financial Projections: .......................................................................................................................... 23 Marketing Strategy: ............................................................................................................................ 23 BOARD OF DIRECTORS AND KEY MANAGEMENT: .......................................................29 Principal Shareholders: ...............................................................................................................33 Stockholders ...............................................................................................................................33 DESCRIPTION OF SECURITIES: ...........................................................................................34 General:............................................................................................................................................... 34 Common Stock: ................................................................................................................................... 34 SUITABILITY OF INVESTMENT ...........................................................................................34 General:............................................................................................................................................... 34 General Suitability Standards:............................................................................................................. 35 Exempt Offering: ................................................................................................................................. 35 Addendum I:................................................................................................................................ 37 Subscription Agreement ............................................................................................................. 37 Addendum II ............................................................................................................................... 46 Projections / Use of Proceeds ..................................................................................................... 46 SUMMARY The following summary is qualified in its entirety by reference to, and should be read in conjunction with, the more detailed information appearing elsewhere in this Memorandum. This Memorandum contains certain forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements as a result of, among other factors, the factors set forth in this Memorandum under the caption “Risk Factors. Prior to making an investment in the securities offered, Investors should carefully consider the specific matters set forth under “Risk Factors” as well as the other information included in this Memorandum. Unless the context otherwise requires, all information in this Memorandum relating to the outstanding common stock of the Company assumes no exercise of any outstanding options to purchase the Company's common stock. OVERVIEW The Company: General: The Company is BioCrude Technologies, Inc. (Reference words used herein such as “we”, “us” and “our” refer to the Company, Reference words such as “you” and “your” refer to Investors.) 7 TERMS OF THE OFFERING Securities Offered: Offering Period: Shares of common stock of the Company, par value $.001 per share. The Offering is being made pursuant to Rule 504, Regulation D under the Securities Act of 1933 (the “Act”) and the exemption from registration provided in Section 4(2) of the Act. Until August 31, 2007, unless the Offering is sooner completed or terminated by the Company, in its sole discretion, or unless the Offering is extended to up to an additional ninety (90) days by the Company in its sole discretion. $1,000,000 (assuming full subscription) 800,000 shares Gross Proceeds: Number of Shares Offered: Number of Shares Outstanding before Offering: Number of Shares Outstanding after the Offering: Use of Proceeds: 38,933,333 shares 39,733,333 shares Assuming full subscription, we plan to use the net proceeds from the Offering as follows: (i) equipment purchases and leases for the Company's business operations and further implementation of our business plan ($500,000); (ii) direct marketing expense ($200,000); (iii) professional and consulting fees ($150,000); and (iv) general working capital ($150,000). $1.25 per share. The aggregate expenses of the Offering are currently estimated to be $40,000. THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF HIS ENTIRE INVESTMENT. Investors should carefully review and consider the factors and considerations set forth under "Risk Factors," below, and the other information contained elsewhere in the Memorandum. Investors will be required to execute a Subscription Agreement and a Purchaser Questionnaire in order to invest. The Offering of the shares is being made hereunder to Accredited Investors, as such term is defined under Rule 501 of Regulation D, and non-accredited investors who meet certain suitability standards. The shares have not been registered under the Act, and such shares are being offered in reliance upon the exemption from the registration requirements under the provisions of Section 4(2) of the Act, and Regulation D promulgated thereunder. The shares are subject to restrictions on transferability and resale and may be transferred or resold only as permitted under the Act and applicable state securities laws and regulations. There is currently no public or other market for such shares and it is not contemplated that any public trading market will result after the completion of this private Offering. There can be no assurance that any trading market would develop in the future, or if developed that any such market would be sustained. The subscription and payment for the shares shall be made pursuant to and in accordance with the Subscription Agreement attached hereto. Payment for the shares shall be made by check or wire transfer payable to the Company Trustee, in an amount equal to the number of shares subscribed for times the purchase price per share for such shares. See "Subscription Procedure in Appendix A" 8 Offering Price: Estimated Offering Expenses: Risk Factors: Subscription Agreement: Sales to Accredited and NonAccredited Investors: Transferability: Payment for Shares: RISK FACTORS This Offering involves a high degree of risk and should be made by Investors who can afford to lose their entire investment. Each Investor should carefully consider the risks and uncertainties discussed below in this Memorandum before investing in the Company's securities. The following does not purport to be exclusive or to summarize all risks that may be associated with purchasing or owning the Company's securities. Each Investor is advised and expected to conduct its own investigation into the Company and to arrive at an independent evaluation of an investment in the shares. This Memorandum is provided for assistance only and should be read in its entirety. This Memorandum is not intended to be, and must not be taken as, a recommendation to purchase any shares or as the basis for an investment. DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS This Memorandum contains "forward looking statements." The words "plans," "will," "believes," "proposed," "estimates," "anticipates, "expects" and similar expressions are intended to identify such forward-looking statements. These statements concern expectations, beliefs, future plans and strategies, anticipated events and trends and similar matters related to the Company concerning matters that are not historical facts. Specifically, this Memorandum contains forward-looking statements regarding, among other things:        the Company's proposed strategy and plan of operations; future regulatory matters affecting the Company; the Company's products and services; the Company's potential customers; future developments in the Company’s industry; plans of the Company to implement its strategy, estimates of the capital needed by the Company to implement its strategy and plan of operations These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and causing assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited, the risk factors described below. COMPANY RISKS Customers’ Lack of financial capacity May Adversely Impact our Ability to Generate Revenues. 9 We will Depend upon Developing grants, and Joint Ventures/Licensing Agreements (Revenue Sharing Alliances), to reduce costs and enhance revenues. We are Dependent upon our Ability to Educate the Government, Their Personnel and establish Strategic Alliances with Members in within the Industrial Milieu. Dependence upon Direct Marketing in order to keep low infrastructure cost Our plan is to develop and maintain relationships with agricultural industries and residential builders by establishing direct relationships with administrators and owners. Revenue Model is New and May not Succeed Our strategy is designed to create a profitable revenue stream through the sale of our unique, proprietary biotech product to strategic alliance partners and through licensing arrangements within the industry milieu, with the licensees servicing the customer directly. Our products, and services, marketed to the relevant target audience, should enable us, if successful, to generate multiple revenue streams and consistent profitability derived from the high gross profit margin proprietary products and services. However, we are dependent upon our establishing contractual relationships with the Government, the agricultural industry and independent residential builders and owners. Marketing Strategy is New and We Depend upon Acceptance of this Strategy We have developed what we believe is a highly effective marketing strategy, built on a proactive direct marketing campaign with large facility management and companies that target the sector for waste product treatment and reformation . We believe that this will result in a development of a marketing and distribution network with extensive coverage of the Company’s target market at a minimal expense, allowing the Company to reach profitability. We believe that our marketing strategy, which we will implement initially in US and Canada, will permit us to generate a large customer/end user base; however there can be no assurance that our estimate regarding acceptance of our products and services will be correct. While we do not Believe we have Competition, Potential Competitors May Have Greater Resources At present, the provisioning for waste treatment and “green” reformation of these products into renewable fuel sources is regionalized and, within a given geographic region of operations, can be competitive. However, we believe that there are no other entities that provide scaled-down facilities targeted at the small agricultural and residential user. However, there are waste treatment providers that may elect to enter into this designated market if business if our model is successful. We compete on the basis of quality, cost-effectiveness and the increasingly comprehen1 0 sive and specialized nature of our services, along with the expertise, technology and professional support we offer. While we believe that we will have a competitive advantage by being the first in the market, there can be no assurance that our assumptions regarding our competitive position will be proved to be correct. INVESTMENT RISKS Investors’ Equity Interest Will Be Substantially Diluted by Additional Issuances of Shares of Common Stock Each Investor who purchases shares pursuant to this Memorandum will likely experience substantial future dilution of his equity interest in the Company, because we expect to issue additional shares of our common stock (and possibly other classes of our securities) in connection with future financing, among other dilutive events. Because there are no preemptive rights or anti-dilution privileges associated with the shares being offered hereby, you will not have any rights to purchase our common stock in connection with future issuances of common stock by us or otherwise. As a result, in the absence of such rights and privileges, your percentage interest in the equity of the Company will decrease as other shares of the Company's common stock are issued. Furthermore, additional shares of common stock may be issued by us in the future (including shares issued for services) for consideration at a price per share less than the Offering price per share paid by Investors in this Offering. Management has Broad Discretion over the Use of the Proceeds of this Offering. The net proceeds to be received by us in connection with this Offering, as set forth under “Use of Proceeds” below and Appendix B, are allocated to certain specific purposes, including equipment purchases and leases, general working capital, marketing expenses and professional and consulting fees associated with this Offering. While we believe that the net Offering proceeds will be sufficient to meet our financing requirements for the next 12 months, Investors will be entrusting their funds to our management, upon whose judgment they must depend. Future events may require a reallocation of the net proceeds of the Offering, which will be based upon the business judgment of management. The failure of management to apply such funds effectively could have a material adverse effect on our business, prospects, financial condition and results of operations. Investors should also understand that the Company intends to utilize the proceeds from subscriptions in our Offering as such subscriptions are accepted. There is no minimum or maximum subscription and management may in its sole discretion accept or reject subscriptions in whole or in part. 1 1 The Company Has Not and Does Not Anticipate Paying Dividends. The Company has not paid dividends on its common stock since its incorporation and we do not anticipate paying any dividends on the common stock in the foreseeable future, if at all. We intend to retain any earnings we receive to finance the expansion of our business, to repay any future indebtedness and to use for general corporate purposes. There Are Restrictions on Transferability of and There Is No Market for the Shares Offered in this Memorandum. The shares being offered pursuant to this Memorandum have not been registered under the Act or the applicable securities laws of the various states and none of these shares may be resold or distributed unless they are registered under the Act or an exemption from registration is available under the Act and under applicable state securities laws. There is no existing public or other market for our shares and we do not intend that any trading market shall commence after completion of the Offering. Therefore, it is not anticipated that an Investor will be able to avail itself of the ability to sell our shares pursuant to Rule 144 promulgated under the Act or otherwise. The shares offered hereby will be deemed "restricted shares" under the Act, and no public sale of shares acquired pursuant to this Offering, may be made absent registration of such shares under the Act. Generally, sales may be made pursuant to Rule 144 under the Act provided that: (i) the Company is a reporting company under the Securities Exchange Act of 1934 (the “Exchange Act”); and (ii) the Company is current under its Exchange Act reporting obligations, which includes the filing of an annual report, quarterly reports and other periodic reports under the Exchange Act. The Company does not plan on becoming a reporting company under the Exchange Act. In addition, no assurance can be given that a public market for the Company’s securities shall ever develop or if developed shall be sustained in the future. Further, there can be no assurance as to whether the Company’s shares or other securities shall be traded on any exchange or quotation system. Further, an investment in the shares offered hereunder is an illiquid investment and no assurance can be given as to the ability of the holders of such shares to dispose or otherwise liquidate their position in the Company. The Offering Price of the Shares Was Arbitrarily Determined. The Offering price per share was arbitrarily determined by our management, was not the result of any arms-length negotiation between the Company and any investment banking firm and does not bear any relationship to the assets, book value, results of operations, net worth, or other evaluation criteria applicable to the Company and should not be considered an indication of our actual value or the future price of our shares. Shares of our common stock were sold prior to this offering at a price significantly less than the price per share in this Offering and may in the future be offered and sold or issued for services at a price per share less than the price per share herein. 1 2 Our Chief Executive Officer, Whose Interests May Differ from Other Shareholders, does not have the Ability to Exercise Significant Control over Us. Mr. Rothman, President and CEO, and his spouse, Jennifer Kehler, currently own a significant amount (approximately 38%) of the issued and outstanding common stock directly. Accordingly, Mr. Rothman, alongside with his spouse, Jennifer Kehler will not be able to control all matters requiring approval by our shareholders, including the election of all directors and the approval of significant corporate transactions, including a change of control of our Company. In the event that the offering is fully subscribed, Mr. Russell D. Rothman and his spouse, Jennifer Kehler, will have even less control via the dilution. Financial Projections The financial projections in this Memorandum are based on what management believes are reasonable and achievable. They are arbitrary and there can be no assurance that we will be able to achieve our financial projections. Prospective investors should not rely solely on these projections (Refer to Appendix B). We cannot predict whether we will be Successful; Our Business Model is New. We are in the process of developing and refining our business model and there is a risk that the business model will be unsuccessful. As currently proposed our business model depends upon our ability to establish strategic alliances for probable joint ventures and/or licensing agreements to generate multiple revenue streams. The potential profitability of our business model is unproven, and, to be successful, we must, among other things, develop and market our proprietary products and services to achieve broad market acceptance. Our business model is substantially dependent upon such acceptance. Moreover, there can be no assurance that the industry/public will embrace our business model or that the marketing of our products and services will achieve broad market acceptance sufficient to make our business profitable or even viable. Accordingly, no assurance can be given that our business model will be successful or that we can sustain revenue growth or achieve or sustain profitability. We May Incur Losses. We may incur net losses, at least for our initial year of operations and perhaps for the foreseeable future, notwithstanding our projections. The extent of these losses will depend, in part, on the amount and rates of growth in our revenue from our efforts in establishing our revenue sharing model via joint ventures/licensing and the costs of obtaining these milestones. We expect our operating expenses to increase, especially in the areas of diversified prototype generation and marketing thereto. Consequently, to achieve profitability we will need to generate increased rev1 3 enue. As a result of our early stage of development, we believe that period-to-period comparisons of our operating results will not necessarily be meaningful and that our results of operations for any period should not be relied upon as an indication of future performance. To the extent that (a) revenue does not grow at anticipated rates, (b) increases in our operating expenses precede or are not subsequently followed by commensurate increases in revenue or (c) we are unable to adjust operating expense levels accordingly, our business, prospects, financial condition and results of operations will be materially and adversely affected. There can be no assurance that our operating losses will not increase in the future or that we will ever achieve or sustain profitability relative to viability of the strategic alliances and related performance of market penetration via inherent node infrastructure of strategic partners. We may Need Significant Additional Funds. Assuming we generate $1,000,000 in gross proceeds in this Offering, we believe that with the net proceeds therefrom, together with revenues generated from our operations, we will have sufficient funds to meet our anticipated cash needs for working capital, capital expenditures and business expansion on a reduced basis for the next 12 months assuming no additional funds are needed. (Refer to Appendix B”). Our belief is based on our business model, which in turn is based on assumptions, which may prove to be incorrect. As a result, our financial resources may not be sufficient to satisfy our capital requirements for this period. We may need to raise additional funds. If we raise additional funds through the issuance of equity, equity-related or debt securities, such securities may have rights, preferences or privileges senior to those of the rights of the common stock and our shareholders may experience additional dilution. We cannot be certain that additional financing will be available to us on favorable terms, when required, or at all. If adequate funds are not available or not available on acceptable terms, we may not be able to fund our expansion, promote our brand as we desire, take advantage of unanticipated acquisition opportunities, develop or further enhance and/or optimize our products and services or respond to competitive pressures. To the extent that less than $1,000,000 is raised in this Offering, our ability to implement our business plan will be affected as we will not have available all of the funds necessary for marketing , development of our projects, expanding our infrastructure, capital expenditures, acquisitions and other general corporate and working capital purposes. We anticipate that we will require additional funding in the form of debt, equity or any combination following this 12-month period even if $1,000,000 is generated in this Offering. USE OF PROCEEDS Assuming that all of the 800,000 shares are subscribed for in this Offering and after the deduction of Offering expenses of approximately $150,000, including unaccountable expense allowance to the placement agent of up to 4%, the Company estimates the net proceeds from the Offering shall be $850,000. The Company presently plans to use the net proceeds from the Offering as follows: 1 4 Use of Proceeds Equipment, product purchases and leases Professional and Consulting Fees Direct Marketing/Alliance establishment expense General Working Capital Total Amount $500,000 $150,000 $200,000 $150,000 $1,000,000 Percent 50% 15% 20% 15% 100.00% We intend to utilize our working capital principally to increase our operational and service staff, to enhance our website, and for public relations. We have not allocated fixed amounts to such uses at the date of this Memorandum. See the complete discussion under “Description of Business” below. We believe that the net proceeds of this Offering will be sufficient to meet our anticipated needs for at least the next 12 months. Thereafter, we may need to raise additional funds in order to execute our plan of operation. However, it is also possible, based upon our business operations, and the acceptance of our products and services that additional funds will be required earlier than 12 months from the conclusion of this offering, either because our operations are growing more quickly than contemplated in our business plan, or more slowly. There can be no assurance that any required additional financing will be available on terms and conditions acceptable to us, or will be available at all. If additional funds are raised through the issuance of our equity securities, shareholders will experience dilution of their equity interests and the new securities may have rights superior to those of the holders of the common stock. Management has broad discretion as to the allocation of the net proceeds of the Offering and may determine to reallocate proceeds from the uses set forth above. If additional funds are raised by the issuance of debt, we may be subject to certain limitations on our operations and our ability to pay dividends. If adequate funds are not available or not available on acceptable terms, we may be unable to fund our expansion, successfully promote our brand name, develop or enhance our products and services, respond to competitive pressures or take advantage of acquisition opportunities. Any of these events could have a material adverse effect on our business, results of operations or financial condition. DIVIDEND POLICY The Company has not paid dividends on its common stock and we do not anticipate paying any dividends on the common stock in the foreseeable future, if at all. We intend to retain any earnings we receive to finance the expansion of our business and to use for general corporate purposes. 1 5 CAPITALIZATION The following table sets forth the capitalization of the Company on an actual basis as of January 31, 2007 and on a pro forma basis assuming the maximum amount of $1,000,000 was received from the Offering and net proceeds of $850,000. Prior to Offering (as of 01/30/07) (un-audited) 75,000,000 shares of common stock, $.001 par value, authorized, and 38,933,333 shares of common stock issued and outstanding prior to this Offering. Additional paid-in-capital Accumulated deficit Total stockholders’ equity Pro forma Assuming Full Subscription(1) $38,933 0 $39,933 $0 $1,000,000 $1,000,000, (1) Reflects the net proceeds of $1,000,000 to the Company after deducting $0 in sales legal, accounting, printing and other expenses. The following table summarizes (i) the number of shares of common stock issued and outstanding as of the date of this Offering Memorandum, and (ii) the number of shares of common stock on a pro forma basis assuming a full subscription of all shares in this Offering. Stockholders J. Moukas J. Moukas S. Daklaras J. Daklaras E. Moukas P. Gourgiotis S. Sintelis R.Rothman J. Kehler Stockholders (bal.) Total Number of Shares of Common Stock Issued Pro forma Percentage of Common Stock Pro forma Percentage of Capital Stock after the Offering 2,920,000 3,698,667 1,752,000 1,752,000 3,698,667 3,698,667 1,946,667 7,313,416 7,313,417 4,805,834 38,933,333 7.49% 9.48 4.49 4.49 9.48 9.48 4.99 18.88 18.88 12.32% 100.00% 7.16% 9.07 4.30 4.30 9.07 9.07 4.77 18.05 18.05 12.08% 100.00% 1 6 The net tangible book value of the Company as of January 30, 2007, was $38,933 or $.001 per share of common stock. Net tangible book value per share represents the total amount of tangible assets of the Company, less the total amount of liabilities of the Company, divided by the number of shares of common stock outstanding. After giving effect to the receipt of the estimated net proceeds from the Offering and the Company's sale of 800,000 shares offered hereby (after deducting estimated Offering expenses of $40,000 payable by the Company) the net tangible book value per share of the Company as of June 01, 2007 would have been approximately $1,038,933, or $0.026 per share of common stock. PART I ITEM 1. DESCRIPTION OF BUSINESS: BioCrude: Major Energy Production Issues: There are four vital issues that affect the future of our planet: renewable energy sources, disposal of waste products, pollution control, and global warming. No project dealing with energy sources can ignore any one of these factors. While there are many “green” solutions in various stages of development, testing, and production, there are some very important advantages in the BioCrude process over these systems. Advantages of the BioCrude System: BioCrude is a method or system that produces usable energy from organic waste products. The system is scaleable for individual household use to larger commercial applications. Bigger is not always better. Most projects involve ambitious processing areas that will produce energy sources for large users. BioCrude targets the small industrial, agricultural, and residential user. This is a group that is seldom considered in the majority of energy producing schemes, delegating them to the position of customer rather than producer. Whatever the process they must BUY the end product. Economically they remain in the same place in the energy-use chain as current energy sources. BioCrude puts them in the position to produce an energy source for their own consumption, or for sale to outside users, thereby addressing the needs of smaller, but far more numerous potential clients. Of course, the process can also be adapted to accommodate larger production needs. 1 7 Garbage In – Energy Source Out Nearly all projects concerning green energy sources involve reformation of waste products. In most cases, this is the main consideration given to the four world environmental issues mentioned in the opening paragraph. The motto is: Garbage in, Energy Source out. Refining and reformation areas and plants, depending on the process, can make use of almost ANY imaginable source of refuse (including plastic). However, a thermal process is used in most of these projects, so while the final product addresses the problems of waste management and renewable energy sources they contaminate the environment with the same level of pollutants as current energy production sources, contributing heavily to global warming. Any “burning” or thermal reforming process will fail the green test in these two essential areas. As for plastic, the argument that thermal depolymerisation breaks apart material at the molecular level, therefore destroying the pathogens, has two major flaws; Every time plastic is melted the molecules become misaligned, losing certain properties. Therefore the new product is less recycled than downgraded. As well, plastic is ALWAYS toxic. This is not an arguable point, it is a fact. We just don’t know the real level of toxicity that they present. So while it is true that a renewable oil source, some of it very high quality, can be created with the thermal depolymerisation process, there is no reduction to negative effects to the environment. The BioCrude process involves a reactant that promotes breakdown of the waste product WITHOUT the use of thermal decomposition. Nor is there any depolymerisation process involved. Ca0 measures in between 11 to 12 on the PH scale, so it is considered a very strong alkaline. It de-oxidizes proteins and carbohydrates and changes them into hydrocarbons. This is the natural way to transform organic materials into non-organic hydrocarbons. Wherever oil is found it is located under two layers of limestone. The system uses a process called Anaerobic Digestion. Thirty to sixty percent of digestible solids in livestock feed are converted into biogas via bacterial fermentation. Other AD systems function under Mesophilic and Thermophilic principals, and require the digester to be heated to certain temperatures. Most current systems in use in agricultural areas are mesophilic, using a lower temperature and producing an end product in a longer period of time. Thermophilic digesters are subjected to a greater level of heat, and yield and end product in a shorter time period. However this system requires a high level of technology, more intense monitoring and expertise in operations. Time is a crucial factor in the successful reformation of waste products to renewable fuel sources. While traditional raw fuel sources are considered non-renewable because of the thousands of years required to create them, new reformation processes can turn out usable products in timelines that are measurable in weeks (with anaerobic digestion processes) or months with other thermal procedures. 1 8 The one area of waste supply that many other green projects seem to have neglected is human and animal waste. If your residential building is served by a septic tank, or you have an agricultural enterprise that involves animals, you are a potential owner of the BioCrude system. The unit utilizes household solid septic waste, as well a discarded food (peelings), and garden refuse (grass clippings and leaves). Offal such as animal carcasses and other by-products can also be added to the system. No pre-treatment or drying is required, although the smaller the pieces are the more quickly decomposition will take place. Other than pumps to automate the system and to perform necessary tasks, no excess energy will be required. The power usage to run the pumps will be negligible. The End Products: Natural gas (methane), crude oil, heat that can be harnessed and stored as an energy source, and Ca0Ca02 are the final products of the system. A 700 litre tank with Catalyst (a suitable unit for a single residence) will produce enough methane to run a 12 hp engine or produce 9000kw of electricity. This is equivalent to a regular 60A electrical entrance. Methane can power a generator, or a holding tank can store and compress it for use directly in a natural gas furnace, or for vehicles that are equipped to run on it. Methane digesters, mining methane or natural gas from rotting manure, have an amazing energy output. An experiment done in Wisconsin demonstrated that 875 cows being used in diary production, supplied a secondary income and energy source to the farmer equivalent to 775 kilowatts of energy. The Environmental Power Corporation (EPC) of New Hampshire estimates that this will generate electricity that is sufficient to power 600 homes. Methane is the major component of natural gas and for each unit of heat given off in the burning process, less carbon dioxide is released than with other hydrocarbon fuels. Many cities currently pipe in methane for residential and commercial use. However, transportation of a gas always presents problems. Having a natural gas source immediately available would certainly be advantageous to the end user. The agricultural BioCrude system owner can use the end products for powering greenhouses, heating buildings, and running engines of various sorts. Methane is a greenhouse gas twenty times stronger than carbon dioxide. After satisfying the needs of their own enterprise, they can use the sale of the energy products as an additional revenue stream. All this while taking care of a difficult waste disposal problem. The BioCrude system creates reliable and consistent alternatives to solar or wind energy and is cheaper to produce. Generated energy can be harnessed directly by the BioCrude system owner by charging battery banks. For the convenience of the owner, this system can be fully automated. The system is intended to provide independence for small end users from utility companies. 1 9 It should be mentioned here that the system is sealed so the reduction in odour for the immediate area is impressive. This is a small advantage in the general scope of the project, but for the owner of the system it represents a great increase in the comfort level of their environment. Agricultural waste alone represents approximately 50% of the total annual waste generation of the United States. The end products of the BioCrude process are not only methane or natural gas, but also oil, a heat source for the immediate producer, and an inorganic item saleable to cement companies. The versatility of the process is a very major advantage, creating four vital products while solving a serious waste disposal issue. The concept is intended to meet and defeat not just one or two of the four vital issues involving survival of the planet, but it meets ALL of them head on. What the BioCrude System Does: What does the process do in its entirety? It is a unique method to turn waste products into usable energy. But this production is not confined to just one type of fuel. It provides natural gas for use by the independent producer or for resale. Another product from the reformation process is crude oil, also a resalable commodity. Heat, a by-product of the process, can be harnessed and stored for heating, cooling, and running generators. Ca0Ca02 is an inorganic material that is resalable. All this from free and unavoidable organic waste products! This process utilizes inexpensive waste products that are presently not being exploited. Septic, crop residues, and certain agriculture waste can no longer be used as fertilizer, thereby creating a serious disposal problem. The system is suitable for farms or rural users, a market segment long neglected. The full scale unit can provide a low-cost method for heating and cooling, as well as producing natural gas and crude oil. Viability of the System: There is no question of the viability of the system as similar processes and prototypes are currently in use in China and other countries. The first methane digester was installed in 1859 in a leper colony in India, and use of the machines has a small but established market in Europe. Reformation of waste products has been done effectively by a number of developers of renewable energy systems. That BioCrude takes the design parameters further to speed up the process, make it more environmentally friendly, and to make it directly available to smaller consumers does not in any way affect the viability of the process. The Market for the BioCrude System: 2 0 The market for green, eco-friendly products is growing at a massive rate as people become more aware of the fragile state of the planet. The BioCrude project addresses the majority of these concerns, satisfying the needs of the current green energy market. The system deals with the issue of waste disposal, renewable fuel sources, pollution control, and global warming in the generation of the energy resources. This opens up whole new markets for production of crude oil and natural gas. The EPC estimates a fuel output equivalent to 250 million barrels of oil if 1000 dairy farms could be tapped for production. The annual earnings from reformation of manure alone could be US$120 million at current gas prices. Emerging markets for reasonably priced fuel, and solving the four main environmental issues affecting the planet, DEMAND a system such as BioCrude. Mission, Vision and Goals: The mission, or vision, of the creators of BioCrude, is to deal with a viable method of conversion of waste products into inexpensive and environmentally friendly energy solutions. One of the main design goals of the creators of the BioCrude system is to determine the best ratios of waste, water, and activators to complete the process in a cost efficient and timely manner. The short term objective is to provide working prototypes, and bench models, keeping in mind constant improvement and refinement of the equipment. In the long term, the aim is creation of full scale prototypes that can be utilized by both industrial/agricultural interests and home users to turn waste products into viable energy sources. Careful consideration has been given to materials that will be used in the end product. For example, the tank or container can be manufactured in plastic (with UV protection) or concrete. Another issue that is being addressed is the type of filter that will be most effective for the crude oil aspect of the project. Within a realistic time frame, it is expected that a demonstration unit will take approximately six weeks to complete. Testing of the unit will include running small devices such as engines and heat pumps directly from the unit. Decisions concerning production of the final prototypes will be made after this testing is completed. Financial Projections: Expected costs include $60,000 to $75,000 for a bench prototype, and $10,000 to $15,000 for third party testing, if required. Costs will increase as the manufacturing of the production prototype begins. It is the intent of the creators of the BioCrude technology to form strategic alliances within the industrial milieu, as well as franchise and/or issue licenses for fabrication of the systems. The onus of fabrication shall be transferred to the licensee upon the signing of the license agreement. BioCrude will be actively developing Joint Ventures/Licensing Agreements (Revenue Sharing 2 1 Alliances) to reduce costs and enhance revenues, as well as educating the Government(s) and their personnel to the benefits of the system and its qualification for certain available grants. We believe that this will result in a development of a marketing and distribution network with extensive coverage of the Company’s target market at a minimal expense, allowing the Company to reach profitability quickly while maintaining a low infrastructure cost. Marketing Strategy: This will include public education, press releases, release of industry papers, trade shows, and paid advertising. Also, an investment group, who sees the benefit in the development of these technologies, is investing in the corporation in order to support the group until the initiation of sales of licenses happens, within the first year. Direct marketing of licenses and the forming of strategic alliances will open new networks and expand the product’s audience reach. Conclusion: With this Merger/joint venture, the management believes that the corporation has all the necessary capacity and infrastructure to generate good value for BCTI shares after listing on Pink Sheets. Also, the corporation can, on a short time period, secure the financial operation and at midterm start generation profit. ITEM 2. DESCRIPTION OF PROPERTIES The Company’s subsidiary presently sub leases office space at 138 Anderson Ave, Unit 10, Markham, Ontario, Canada from which it carries on its operations and the operations of the Company. The lease is a five year lease ending on December 31, 2011 and is renewable for a further five (5) years, commencing on January 1, 2012 and terminating on December 31, 2017. Under the terms of the lease, the Company pays a gross rent of $12,000 per annum (with free rent up to July 01, 2007) with COL/CPI index increase, lower of, for the five (5) year option. The Company does not own any plants or properties or any real estate. ITEM 3. LEGAL PROCEEDINGS Not Applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 2 2 Annual Meeting: The Company held its Annual Meeting of Shareholders in Montreal on Wednesday, January 10th, 2007 at 10:00 o’clock a.m., Eastern Daylight Time, for the following purposes:  -To elect the new Board of Directors, for the ensuing year.  -To approve the appointment of the firm Child, Van Wagoner & Bradshaw, PLLC as independent auditors for the fiscal year 2006-2007; Only shareholders of record of the Corporation's Common Stock, at the close of business on January 09th, 2007, were entitled to vote on the written resolution outstanding. Each shareholder was entitled to one vote for each share held of record on the record date. The holders of a majority of the total shares of common stock outstanding on January 09th, 2007, constituted a quorum for the transaction of business. ITEM 5. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Should it be required, and if the Company is able to negotiate favourable terms, the Company may look to raise funds in excess of the current cash requirement, by way of debt or equity financing, in order to accelerate its growth. The Company is continuously assessing strategic joint ventures and potential acquisitions to complement and enhance its current operational objectives. The Company anticipates that it will hire five to nine additional employees, during the upcoming twelve months period IMPORTANT FACTORS THAT MIGHT AFFECT OUR BUSINESS, OUR RESULTS OF OPERATIONS AND OUR STOCK PRICE Although we believe that expectations that are expressed in these forward looking statements are reasonable, we cannot promise that our expectations will turn out to be correct. Our actual results could be materially different from our expectations, due to a variety of factors, including the following: We may not be able to continue to profitably market our current functional premixes or commercialize the products under development. Existing supply agreements with customers and ongoing expressions of interest from potential customers may not result in new or continuing supply or licensing agreements or generation of revenues in the time frame we envision. 2 3 While we have to date been able to secure supply and licensing contracts with industry clients, our products may not gain the necessary market acceptance from the end of the line retail consumer in order to substantiate repeat sales to existing and or future clients. We may not be successful in educating the mainstream community as to the benefits of our products, even in partnership with larger, more experienced client firms and proper resources. We may not be able to secure favourable long term agreements with our ingredient suppliers, and as a result, may not be able to provide our clients, product in a timely fashion and at the right price point. Larger, more capitalized and more resourceful corporations have begun to introduce products into the marketplace in direct competition to our clients products, and our premixes, and we may not be able to successfully maintain or increase in market share. Even if we secure multiple clients and our products gain the requisite market acceptance, we may not be able to successfully expand our business to meet our projected growth, or respond effectively to the industry’s demand for new products. While our formulations will be protected under stringent non-disclosure and confidentiality agreements, but that may not provide the Company adequate protection and others may be able to develop similar formulations. OVERVIEW: The Company is at development stage, with its primary operations focused in the development of technology and licensing/joint venturing (royalty/revenue sharing) businesses. LONG TERM GOALS: The Company intends to achieve successful market penetration in numerous segments of the industry, generating escalating positive cash flows on an annual basis so that the Company becomes a competitive leading participant in the industry. Management will look to have its first, second and third generation of products widely distributed across Europe, Asia and North America with a view to expanding to other international markets, while continuing to supply distributors under private licence and other conventional arrangements. FINANCIAL OUTLOOK: The Company expects to focus on increasing the revenue stream generated by the business units to be spin off, through a synergy between them and the development of the current business platform. 2 4 The Company will seek to raise approximately $1,000,000.00 dollars in the form of debt and or equity financing in the near term to assist with growth objectives. This should provide the Company adequate resources to continue operations and establish increased cash flows to cover operational expenses and achieve profitability by the close of fiscal 2007 (Refer to Appendix B). There is no assurance that the company will be successful in raising this amount of capital or meeting its anticipated operational goals. LIQUIDITY AND CAPITAL RESOURCES: Summary of working capital and stockholder’s equity: Refer to Appendix B. LIQUIDITY: The Company anticipates it will require approximately $1,000,000.00 over the next twelve months to fully implement its existing business plan, which will include significant marketing efforts, the continued development and refinement of products. A consumer awareness and public relations campaign, concepts for development, manufacturing and distribution of a line of our own brand products, via the Internet, expanded management resources and support staff, and other day-to-day operational activities. The Company may require additional funds over the next three years to assist in realizing its goals, should it not achieve anticipated benchmarks over the 2007, 2008 and 2009 fiscal years. The amount and timing of additional funds required cannot be definitively stated as at the date of this report and will be dependent on a variety of factors. As of the filing of this report, the Company has been successful in raising funds required to meet our existing revenue shortfall for the funding of our operations. Funds have been raised through private loans, equity financing and conventional bank debt. The Company anticipates revenues generated from its business will greatly reduce the requirement of additional funding; however we cannot be certain the Company will be successful in achieving revenues from those operations. Furthermore, the Company cannot be certain that we will be able to raise any additional capital to fund our ongoing operations. SOURCES OF WORKING CAPITAL: During 2007 the Company’s primary sources of working capital have come from principal activities. OFF BALANCE SHEET ARRANGEMENTS: The Company presently does not have any off-balance sheet arrangements. 2 5 ITEM 6. CONTROLS AND PROCEDURES: We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our President and acting Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Within 90 days prior to the date of this report, we carried out an evaluation, under the supervision and with the participation of our management, including our President and acting Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, our President and our acting Chief Financial Officer concluded that our disclosure controls and procedures are effective. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action. PART II ITEM 7. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: The following table sets forth the names and ages of all directors and executive officers of the Company as of the date of this report, indicating all positions and offices with the Company and its subsidiaries held by each such person: NAME R. Rothman J. Moukas F. Ugo Villa R. Krause AGE 51 41 66 70 POSITION President, Chief Executive Officer and Director Chief Financial Officer and Director Chief Technology Officer and Director Secretary and Director BCTIs directors are elected by the holders of BCTI's common stock. Cumulative voting for directors is not permitted. The term of office of directors of BCTI ends at the next annual meeting 2 6 of BCTI's shareholders or when their successors are elected and qualified. The term of office of each officer of BCTI ends at the next annual meeting of our Board of Directors, expected to take place immediately after the next annual meeting of shareholders, or when his successor is elected and qualifies. Except as otherwise indicated below, no organization by which any officer or director previously has been employed is an affiliate, parent, or subsidiary of BCTI. BOARD OF DIRECTORS AND KEY MANAGEMENT: The key members of the BCTI management team and their role are as follows: Mr. R. Rothman Mr. J. Moukas Mr. F. Ugo Villa President/CEO/Director Chief Financial Officer/Director Chief Technology Officer/Director Mr. R. Krause Secretary/DirectorRESUMES OF BOARD OF DIRECTORS AND KEY MANAGEMENT: R. ROTHMAN Mr. Rothman, the creator of the BioCrude process has been involved in the development of innovative and important energy systems for almost 30 years. Conservatively estimated, he holds a number of Patents pending on various mechanical devices, chemical compounds, and fuel derivatives. Some of his more novel and interesting inventions include:      The first pressurized electrolysis unit Natural harmonic catalytic converter Synthetic fuels Lightweight concrete and drywall Removable highlighter tape His recent inventions and developments focus on new energy systems, primarily based on hydrogen generation and simple methods of harnessing water wave energy. 2 7 JOHN MOUKAS SENIOR FINANCIAL MANAGEMENT EXECUTIVE Cross-Functional Experience & Cross-Industry Expertise Highly qualified Executive Manager offering more than 10 years of Financial Management, Leadership, and Controller experience within the financial market and service industries. Results-Focused and effectual leader with proven ability to turn around financially troubled/distressed companies and to start off new companies from thought inception. Has a great talent for proactively identifying and resolving problems, reversing negative sales trends, controlling costs, automating accounting systems and corporate procedures, maximizing productivity and delivering multi-million dollar profit increases. Strengths in:                      Strategic Financial Planning/Management Risk, P&L Management Productivity Enhancement Profitability Improvement Inventory Control Systems Accounting Systems Development & Implementation Cost Control Programs through Process Improvement Team Leadership, Staff Management/Performance Total Quality Management (TQM) Operations/Administration Contract Negotiations Business Start Up-Establishing Physical & Operational Infrastructures Project/Construction Management & Supervision Real Estate Management/Administration/ Valuation/ Finance Portfolio/Investment Management Financial Instruments/Securities/Treasuries Negotiation Commercial/Private/Development Banking Bank Management/Operations Corporate/Trade Finance Report Generation & Presentation Exceptional Analytical Skills EDUCATION: McGill University (Montreal, Quebec) MBA, Finance & Securities (1996-Present) McGill University (Montreal, Quebec) 2 8 Real Estate Management, Finance, and Appraisal Certification (1991-1994) Waterloo University – Waterloo, Ontario BSc, Civil Engineering (1985-1991) Jean Guy Lebouef Institute – Montreal, Quebec Real Estate Agent Certification (1987-1987) PROFESSIONAL EXPERIENCE: Southern Skies, Ltd. – Lachine, Québec CHIEF FINANCIAL OFFICER / ENGINEER (2000-2002) EB2I Solutions Inc. – Montréal, Québec PROJECT ADMINISTRATOR / CHIEF EXECUTIVE OFFICER (1999-2000) Corporate Supply Centre (CSC) – Montreal, Quebec PRESIDENT / CHIEF EXECUTIVE OFFICER (1998-1999) Tetra Penta Holdings INC. (OTC BB – TPNT) – Montreal, Que VP of FINANCE (1996-1998) OFFICE ADMINISTRATOR (1994-1996) Athens Realties INC. – Montreal, Quebec COMMERCIAL / INDUSTRIAL SALES – LEASING REPRESENTATIVE (1991-1994) Canadian Broadcasting Corporation (CBC) – Montreal, Quebec PROGRAMMER / ANALYST (1990-1991) VIA Rail INC. – Montreal, Quebec PROJECT CORDINATOR / SITE SUPERVISOR (1988-1988) FRANCO UGO VILLA - Graduate in electrical engineering from the University of Genoa. - Teacher of industrial electronics and process control in a state technical college. - Research associate with National Research Council of Canada, at Queens University in Kingston, on physiological effects of microwave radiation, from 1968 to 1973. - Chief engineer at Capello Electronics, on large scale 2 9 Communications and security systems, from 1974 to 1978, in Ottawa. - Technical director of Communication Department at the University of Ottawa, from 1978 to 1980. - Engineering and production manager at A.P.I., in Markham, from 1981 to 1986. - Consulting engineer from 1987 to the present, the most notable client being CPR Medical Devices in Markham, from 1994 to this day. This Company has a worldwide presence in respiration devices, and the engineering contract includes all aspects of research, development and supervision. While this professional history has been greatly abbreviated, it should be apparent that it represents many years of involvement at the cutting edge of a diverse range of technological disciplines. This background is very well suited to research, development, and evaluation of a broad range of technical and scientific undertakings. RUDOLF KRAUSE Mr. Krause has held many responsible technical, engineering and managerial positions in both small and large industrial business operations. A major portion of his time and effort, for this past fifty years, has been concentrated in the service to a wide range of activities related to the oil drilling and petrochemical segments of industry, encompassing both, on-shore and off-shore technologies, as well as power plant management and supervision. His broad experience has ranged from initial set up of the oil field component, manufacturing and production facilities worldwide, including the Kingdom of Saudi Arabia, China, United States of America, Canada and Singapore. He owned and operated Advanced Drill Pipe Services Inc. and oilfield repair and Fabrication Company in Ventura, California. His diversified background, in depth knowledge, and professional expertise enable him to accomplish all tasks through delegation and with a participative style. PRINCIPAL SHAREHOLDERS: The following table sets forth information regarding the beneficial ownership of the common stock of the Company as of the date of this Memorandum by (i) the Company’s executive officers and directors; and (ii) any person or entity who is known by the Company to beneficially own more than five percent of the Company's common stock: 3 0 Stockholders John Moukas Salesha Farzanali Steve Daklaras John Daklaras Elefterios Moukas Peter Gourgiotis Steve Sintelis Russell D. Rothman Jennifer Kehler Stockholders (bal.) Total Number of Shares of Common Stock Issued 2,920,000 3,698,667 1,752,000 1,752,000 3,698,667 3,698,667 1,946,667 7,313,416 7,313,417 4,805,834 38,933,333 Pro forma Percentage of common Stock 7.49% 9.48 4.49 4.49 9.48 9.48 4.99 18.88 18.88 12.32% 100.00% Pro forma Percentage of Capital Stock after the Offering 7.16% 9.07 4.30 4.30 9.07 9.07 4.77 18.05 18.05 12.08% 100.00% DESCRIPTION OF SECURITIES: General: The authorized capital stock of the Company consists of 75,000,000 shares of capital stock, consisting of (i) 75,000,000 shares of common stock, par value of $.001 per share, Common Stock: As of the date of this Memorandum, 38,933,333 shares of common stock are issued and outstanding. Each outstanding share of common stock is entitled to one vote, either in person or by proxy, on all matters that may be voted upon by the owners thereof at meetings of the shareholders. Our shareholders (i) have equal ratable rights to dividends, if any, from funds legally available therefore, when, as and if declared by our board of directors, (ii) are entitled to share ratably in all of our assets available for distribution to our shareholders upon liquidation, dissolution or winding up of our affairs, and (iii) do not have preemptive, subscription or conversion rights. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock that may be issued in the future, including voting, dividend, and liquidation rights. Our shareholders do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of directors, can elect all of our directors if they so choose and, in such event, the holders of the remaining shares will not be able to elect any of our directors. SUITABILITY OF INVESTMENT General: 3 1 Purchasing the shares offered hereby involves a high degree of risk and is suitable only for Investors who have substantial resources and who understand the long-term nature and risk factors associated with this investment. Investors must (i) be able to bear the economic risk of an investment for an indefinite period of time, (ii) at the present time, must be able to afford a loss of such Investor's entire investment, and (iii) have sufficient knowledge and experience in financial matters, either alone or with his, her or its purchaser representative(s), that they are capable of evaluating the merits and risks of the investment. THESE STANDARDS REPRESENT MINIMUM REQUIREMENTS FOR PROSPECTIVE INVESTORS AND DO NOT MEAN THAT THESE SECURITIES ARE A SUITABLE INVESTMENT FOR ANY INVESTOR MEETING THESE REQUIREMENTS. MOREOVER, THE COMPANY RESERVES THE RIGHT TO MODIFY THE SUITABILITY STANDARDS ON A CASE-BY-CASE BASIS IN VIEW OF AN INVESTOR’S FINANCIAL CIRCUMSANCES OR INVESTMENT EXPERIENCE General Suitability Standards: Each Investor will be required to represent in writing that: (a) (b) The Investor is acquiring the common shares for investment, for his/her/its own account and not with a view to resale or distribution; and The Investor has sufficient knowledge and experience in financial matters, either alone or with his, her or its purchaser representative(s), that he, she or it is capable of evaluating the merits and risks of the investment, can bear the economic risk of an investment for an indefinite period of time and can at the present time afford to lose his, her or its investment in the Company's common stock. Exempt Offering: The shares offered hereby have not been registered under federal or state securities laws and is being made by the Company pursuant to exemption under Section 4(2) provided under the Act, and pursuant to exemption under Section 517.061 of the Florida Statutes. Accordingly, no registration statement has been filed with the SEC or with any state regulatory authorities.ADDITIONAL INFORMATION The Company will make available to any Investor any additional information that it possesses, or which it can obtain without unreasonable effort or expense, necessary to verify or supplement the information set forth herein. Each Investor may, if he, she or it so desires, make inquiries of the Company with respect to the Company's business or any other matters relating to the Company or an investment in the securities of the Company, and may obtain additional information which such person deems to be necessary to verify the accuracy of the information contained in this Memorandum (to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense). In 3 2 connection with such inquiry, any documents that any Investor wishes to review will be made available to inspect, subject to the Investor's agreeing to keep such information confidential. Any inquiries or requests for additional information or documents should be made to the Company, BioCrude Technologies, Inc., and Attention: John Moukas, Chief Financial Officer.Addendum I: Subscription Agreement Subscription Documents for Private Placement. INSTRUCTIONS TO SUBSCRIBERS A private offering of common stock in BIOCRUDE TECHNOLOGIES INC. (“Company”) is being made to persons who are “accredited investors” only. The Subscription Agreement should be executed as follows: Fill out the Subscription Agreement by typing or printing all information required in the blanks; Date and sign the completed Subscription Agreement in the spaces provided. Return the completed Subscription Agreement, along with your checks, payable to the Company, as indicated. Please put your Taxpayer I.D. Number or your Social Security Number on your check. If you are an individual and reside in a community property state and you are acquiring stock as separate property, your spouse must execute the Spouse’s Consent Form. Upon acceptance, the Company will execute your Subscription Agreement and a copy will be returned to you. BIOCRUDE TECHNOLOGIES INC. SUBSCRIPTION AGREEMENT This Subscription Agreement is made by and between BIOCRUDE TECHNOLOGIES INC.., a Nevada corporation (the “Company”) and the undersigned subscriber (the “Subscriber”). EACH SUBSCRIBER IS RELYING UPON HIS OR HER OWN INVESTIGATION OF THE COMPANY AND ITS BUSINESS (OR UPON THE INVESTIGATION OF HIS OR HER PURCHASER REPRESENTATIVE) AND HAS CONSULTED WITH HIS OR HER OWN LEGAL COUNSEL OR OTHER ADVISORS AS NECESSARY TO MAKE AN APPROPRIATE DECISION CONCERNING AN INVESTMENT IN THE COMPANY. NO OFFERING DOCUMENT HAS BEEN REVIEWED OR PASSED UPON BY THE COMPANY’S COUN3 3 SEL, ACCOUNTANTS OR OTHER INDEPENDENT PARTIES. THE COMPANY HAS NOT RECEIVED ANY INDEPENDENT VALUATION OF ITS SECURITIES. THE COMPANY’S COUNSEL HAS NOT PROVIDED ANY ASSISTANCE IN THE DISCLOSURE PROCESS AND HAS NOT PASSED UPON THE ADEQUACY OR ACCURACY OF DISCLOSURE PROVIDED TO INVESTORS, THE REPRESENTATIONS MADE TO INVESTORS OR THE QUALIFICATION OF INVESTORS. It is hereby agreed as follows: Subscription. Subscriber hereby applies to become a shareholder in the Company and to purchase shares of the Company’s Common Stock (“Common Stock”), in accordance with the terms and conditions of this Subscription Agreement (the “Agreement”). Such subscription may be rejected in whole or in part for any reason. The obligations of Subscriber to purchase the shares of Common Stock as provided in this Subscription Agreement shall be absolute and subject to no conditions. Risk Factors. An investment in the Common Stock of the Company involves a high degree of risk and should be regarded as speculative. As a result, the purchase of the Common Stock should be considered only by persons who can reasonably afford a loss of their entire investment. In addition to the other information contained in this document, prospective investors should consider carefully the following risk factors before purchasing Common Stock. Subscriber acknowledges and understands that the Company proposes to engage in the research , development and commercialization/ intellectual property licensing of alternative energy preparation/solutions. Subscriber further acknowledges and understands that any investment in the Company is highly speculative and subject to a high degree of risk. These risks include, but are not limited to, the following: Start-Up. The Company is a newly formed start-up company and has no operational history. The Company currently believes it will need capital in the amounts reflected in the business plan to achieve the projections contained herein. To the extent the proceeds of this offering are less than that amount and the Company intends to raise further funds by equity investment. No Assurance of Profitable Operations. The Business Plan of the Company projects income and expenses based upon the best estimates of management. Due to the unique and innovative nature of the business, the projections of both income and expenses contained in the Business Plan involve a high degree of estimation with no similar business experiences to review. Arbitrary Offering Price. The Company has arbitrarily determined the offering price per Share. Among the factors considered were estimates made by the principals as to the future prospects of the Company and its operations, expenses and potential revenues. Such estimates were prepared by the principals based on their experience in the pharmaceutical market. There can be no assurances the projections prepared by the principals for the Company will be achieved. 3 4 Interest in any Profits and Cash Distributions. The Company has to date outstanding and authorized for sale, approximately 38,933,333 Shares, which would own a interest in the income, losses and distributions of the Company immediately following closing of the offering of the membership Shares. Management and the Founders of the Company hold 21,680,500 shares. Approximately 17,252,833 shares are held by investors. Additional cash needs of the Company will require additional capitalization through offerings of its stock. Dilution. Investors in this offering will experience immediate substantial dilution in their investment. Dilution represents the difference between the offering price of a percentage interest in the Company and the net tangible book value of the same percentage interest in the Company after the offering. Additional dilution may result from future financings. Lack of Transferability, Marketability and Liquidity of the Shares. There will be no public market for the Shares following the completion of this offering and it is not likely that a public market for the Shares will develop in the near future. Consequently, investors should be prepared to remain members of the Company indefinitely. The Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, and are being offered in reliance on certain exemptions contained in the Act and such state securities laws. The Shares may not be sold or transferred except with the approval of the Board, which approval may be withheld in their sole discretion and arbitrarily. Furthermore, Shares may not be sold or transferred except pursuant to an opinion of counsel satisfactory to the Company to the effect that registration under the Act is not required. Any transfer of the Shares will be subject to substantial restrictions set forth in the Stockholders Agreement. Minimal Capital. The Company will rely on the capital being raised in this offering to fund research and development of its infrastructure, for licensing/marketing its products and services and for organizational operations. Funds from this offering will also be used for general working capital. There can be no assurances such funding will be sufficient. If the concept or the amount of funding is not sufficient to obtain profitable business operations and the Company is liquidated, there will very likely not be any assets in the Company for payment to the shareholders. Dependence on Key Personnel. The Company’s development of its concept and business is dependent on Mr. Russell Rothman and Mr. Franco Ugo Villa and the loss of any one of these persons could have a material adverse effect on the Company. Unreliability of Projections. The Company has prepared a Business Plan. Such projections were prepared from the promoter’s estimates of possible fees and licensing revenue and expense projections and the consequent possible financial returns the Company could receive if such fees and licensing revenue and expenses were achieved. Such estimates were based on the principals’ experience with the industry and business practices. Subscribers should carefully review with the representatives of the Company, the various critical assumptions made by the Company and the various estimates that were made in preparing the projections. The projections were not prepared with a view toward compliance with the Association of Independent Certified Public Accountants guidelines for projections. The assumptions and estimates are uncertain and the actual results of the Company will vary from the projected results and could vary substantially. 3 5 Representations. Subscriber represents and warrants as follows: Subscriber understands that the Common Stock has not been registered under the Act or the securities laws of any states, and that Subscriber has no right to require such registration; Subscriber is purchasing the Common Stock for its own account for investment, not for the interest of any other person, and not for resale to others; Subscriber has such knowledge and experience in financial and business matters that it is capable of seeking out and evaluating the information relevant to evaluating the Company, the proposed activities thereof, and the merits and risks of the prospective investment, and to make an informed investment decision in connection therewith. Subscriber realizes that, since the Common Stock is restricted and cannot be readily sold, Subscriber may not be able to sell or dispose of its Common Stock and, therefore, that Subscriber must not purchase the Common Stock unless Subscriber has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties; Subscriber understands that all information which Subscriber has provided to the Company concerning Subscriber, Subscriber’s financial position and knowledge of financial and business matters is correct and complete as of the date set forth below and, if there should be any material change in such information prior to the acceptance of this subscription, Subscriber shall promptly notify the Company thereof; If an individual, Subscriber is over 21 years of age, if Subscriber is acting in a representative capacity for a corporation, partnership or other business entity, such entity is validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to subscribe and perform its obligations hereunder, has taken all action necessary to purchase the Common Stock pursuant to this Subscription Agreement, and was not organized for the purpose of acquiring the Common Stock; Subscriber warrants that Subscriber is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission and, in connection therewith, Subscriber falls within one or more of the following categories as initialed: (i) An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;__________ (Initial) (ii) A director or executive officer of the Company; __________ (Initial) 3 6 (iii) A corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered with total assets in excess of 5,000,000;__________ (Initial) A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000; __________ (Initial) A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; __________ (Initial) A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; or __________ (Initial) An entity in which all of the equity owners are accredited investors; __________ (Initial) (iv) (v) (vi) (vii) Subscriber has been provided with all materials and information requested, to the extent possessed or obtainable by the Company without unreasonable effort and expense, including any information requested to verify information furnished. There has been made available to Subscriber the opportunity to ask questions of, and receive answers from, the Company and the officers, employees, and representatives of the Company concerning the terms and conditions of this offering; No party has made any representations to Subscriber as to the profitability, if any, of the Company, nor has Subscriber relied on any statements made by any persons concerning the value of the investment in the Common Stock or the risks associated therewith. Subscriber has made such inquiries as deemed necessary to make an informed decision, independent of any representations by any persons connected in any way with the Company. Binding Subscription. This Subscription Agreement shall be binding upon and inure to the benefit of, and be enforceable by, the respective heirs, executors, legal representatives, successors and assigns of the parties hereto. Indemnification. Subscriber acknowledges that it understands the meaning and legal consequences of the representations and warranties contained herein, and it hereby agrees to indemnify and hold harmless the Company and each affiliate thereof from and against any and all loss, damages or liability due to or arising out of a breach of any representation or warranty of Subscriber contained in this Subscription Agreement. 3 7 Acceptance. It is understood that this Subscription Agreement is not binding on the Company unless and until it is accepted by it in its sole discretion as evidenced by the counter-execution below. Designation of Ownership. Subscriber wishes to own its Common Stock as follows: Separate or individual property; (In community property states, if the purchaser is married, his/her spouse must sign Spouse’s Consent Form.) _____ Husband and wife as community property; (Community property states only.) _____ Joint tenants with right of survivorship; (Both parties must sign.) _____ Tenants in common; (Both parties must sign.) _____ Trust; (Include name of trust, name of trustee, and date trust was formed.) _____ Partnership; _____ Corporation;. _____ Other; (indicate): Number of Shares. Subscriber hereby subscribes for _____ shares of Company Common Stock payable by a transfer to Company of $1.25 per share. day of The Subscriber has executed this Subscription Agreement as of the , 2007. ___________________________________ Signature of Subscriber ___________________________________ Signature of Subscriber’s Spouse or Other Subscriber [if applicable] ___________________________________ Please type or print name of Subscriber as it appears above ___________________________________ Please type or print name of Subscriber’s Spouse or Other Subscriber as it appears above [if applicable] 3 8 ___________________________________ Social Security or Employer Identification Number of Subscriber ___________________________________ Social Security or Employer Identification Number of Subscriber’s Spouse or Other Subscriber ___________________________________ Street Address ___________________________________ Street Address ___________________________________ City State/Prov. Zip/Postal Code ___________________________________ City State/Prov. Zip/Postal Code The Subscription Agreement is hereby accepted by the Company as of the _____ day of _________, 2007. BIOCRUDE TECHNOLOGIES INC. ______________________________ JOHN MOUKAS CFO, DIRECTOR 3 9 Addendum II Projections / Use of Proceeds 4 0 4 1 4 2 4 3 4 4 4 5 4 6 4 7 4 8 4 9 5 0 5 1 5 2 5 3 5 4 5 5 5 6 5 7 5 8 5 9 6 0 6 1 6 2 6 3 6 4 6 5 6 6 6 7 6 8 6 9 7 0 7 1 7 2 7 3