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					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 "MEMORAN-
DUM") CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION ABOUT BI-
OCRUDE TECHNOLOGIES INC. (THE "COMPANY"). THIS MEMORANDUM IS BEING
SUBMITTED TO PROSPECTIVE INVESTORS OR OFFEREES (INDIVIDUALLY, "IN-
VESTOR" 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 INFORMA-
TION CONTAINED IN THE MEMORANDUM TO PERSONS OTHER THAN THE INVES-
TOR’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 EVALUAT-
ING A POTENTIAL INVESTMENT IN THE SECURITIES DESCRIBED HEREIN. THE IN-
VESTOR AGREES TO RETURN THIS MEMORANDUM (AND ANY SUCH PERMITTED
COPIES) PROMPTLY TO THE COMPANY AT 138 ANDERSON AVE., UNIT,#10, MARK-
HAM, ONTARIO L6E 1A4, IF (a) THE INVESTOR DOES NOT SUBSCRIBE TO PUR-
CHASE 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HEREIN (THE "OFFERING") IS TERMINATED OR WITHDRAWN BY THE COMPANY.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 EX-
EMPTIONS 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 PERMIT-
TED UNDER THE ACT, AS AMENDED, AND UNDER APPLICABLE STATE SECURI-
TIES 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 IN-
CLUDED IN THIS MEMORANDUM. THE COMPANY IS FURNISHING THIS INFORMA-
TION SOLELY FOR USE BY INVESTORS IN MAKING AN INVESTMENT DECISION
CONCERNING THE OFFERING. INVESTORS SHOULD NOT RELY UPON ANY PROM-
ISE OR REPRESENTATION CONCERNING THE COMPANY’S FUTURE PERFOR-
MANCE 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 AUTHO-
RIZED ANYONE TO MAKE REPRESENTATIONS ABOUT THE COMPANY NOT CON-
TAINED 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 COM-
PANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED IN MAKING AN INVESTMENT DECISION WITH RESPECT TO THE SE-
CURITIES. INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMO-
RANDUM OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COM-
PANY, 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 MAT-
TERS 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 LITERA-
TURE OR ADVERTISING IN ANY FORM WILL OR MAY BE EMPLOYED IN THE OF-
FERING 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 FED-
ERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FUR-
THERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCU-
RACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTA-
TION TO THE CONTRARY IS A CRIMINAL OFFENSE.

ALL STATES:

THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN APPROVED OR DISAP-
PROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECUR-
ITIES 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 RE-
PRESENTATION TO THE CONTRARY IS UNLAWFUL.

THE FOLLOWING LEGENDS RELATE TO OFFERS AND SALES TO PERSONS OR ENT-
ITIES 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 FLORI-
DA 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 RE-
CEIVE 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 INDICAT-
ING 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 EN-
SURE 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 RE-
CEIVED.




                                                      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 conjunc-
tion with, the more detailed information appearing elsewhere in this Memorandum. This Memo-
randum 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 con-
text 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 Compa-
ny'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
                    Shares of common stock of the Company, par value $.001 per share. The Offering
Securities Of-
                    is being made pursuant to Rule 504, Regulation D under the Securities Act of 1933
fered:
                    (the “Act”) and the exemption from registration provided in Section 4(2) of the Act.
Offering Period:    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 addi-
                    tional ninety (90) days by the Company in its sole discretion.
Gross Proceeds:     $1,000,000 (assuming full subscription)
Number of           800,000 shares
Shares Offered:
Number of
Shares Outstand-
ing before Offer-   38,933,333 shares
ing:
Number of
Shares Outstand-
ing after the Of-   39,733,333 shares
fering:
Use of Proceeds:    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) gen-
                    eral working capital ($150,000).
Offering Price:     $1.25 per share.
Estimated Offer-    The aggregate expenses of the Offering are currently estimated to be $40,000.
ing Expenses:
Risk Factors:       THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK
                    AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AF-
                    FORD 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.
Subscription        Investors will be required to execute a Subscription Agreement and a Purchaser
Agreement:          Questionnaire in order to invest.
Sales to Accre-     The Offering of the shares is being made hereunder to Accredited Investors, as such
dited and Non-      term is defined under Rule 501 of Regulation D, and non-accredited investors who
Accredited Inves-   meet certain suitability standards. The shares have not been registered under the
tors:               Act, and such shares are being offered in reliance upon the exemption from the reg-
                    istration requirements under the provisions of Section 4(2) of the Act, and Regula-
                    tion D promulgated thereunder.
Transferability:    The shares are subject to restrictions on transferability and resale and may be trans-
                    ferred 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.
Payment for         The subscription and payment for the shares shall be made pursuant to and in ac-
Shares:             cordance 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
                                       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 follow-
ing does not purport to be exclusive or to summarize all risks that may be associated with pur-
chasing 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 entire-
ty. This Memorandum is not intended to be, and must not be taken as, a recommendation to pur-
chase 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 concern-
ing 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 Rev-
enues.

                                                                                               9
We will Depend upon Developing grants, and Joint Ventures/Licensing Agreements (Reve-
nue Sharing Alliances), to reduce costs and enhance revenues.

We are Dependent upon our Ability to Educate the Government, Their Personnel and es-
tablish 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 accep-
tance 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 treat-
ment providers that may elect to enter into this designated market if business if our model is suc-
cessful. We compete on the basis of quality, cost-effectiveness and the increasingly comprehen-
                                                                                                1
                                                                                                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 sub-
stantial future dilution of his equity interest in the Company, because we expect to issue addi-
tional 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 an-
ti-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 is-
sued. Furthermore, additional shares of common stock may be issued by us in the future (includ-
ing 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 equip-
ment 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 effective-
ly 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 in-
tend to retain any earnings we receive to finance the expansion of our business, to repay any fu-
ture indebtedness and to use for general corporate purposes.


There Are Restrictions on Transferability of and There Is No Market for the Shares Of-
fered 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 com-
pletion 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 in-
cludes the filing of an annual report, quarterly reports and other periodic reports under the Ex-
change 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 assur-
ance 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 other-
wise 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 eval-
uation criteria applicable to the Company and should not be considered an indication of our ac-
tual 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 rea-
sonable 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 projec-
tions (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 unpro-
ven, 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 reve-
nue 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 rev-
                                                                                                 1
                                                                                                 3
enue. As a result of our early stage of development, we believe that period-to-period compari-
sons 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 pre-
cede or are not subsequently followed by commensurate increases in revenue or (c) we are una-
ble 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 pe-
netration 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 suffi-
cient funds to meet our anticipated cash needs for working capital, capital expenditures and busi-
ness 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 addi-
tional 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 cer-
tain 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, capi-
tal expenditures, acquisitions and other general corporate and working capital purposes. We an-
ticipate 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 deduc-
tion of Offering expenses of approximately $150,000, including unaccountable expense allow-
ance to the placement agent of up to 4%, the Company estimates the net proceeds from the Of-
fering shall be $850,000. The Company presently plans to use the net proceeds from the Offering
as follows:



                                                                                                 1
                                                                                                 4
          Use of Proceeds                                           Amount            Percent
 Equipment, product purchases and leases                            $500,000             50%
 Professional and Consulting Fees                                  $150,000              15%
 Direct Marketing/Alliance establishment expense                    $200,000             20%
 General Working Capital                                            $150,000             15%
 Total                                                            $1,000,000         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 Busi-
ness” 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 ex-
ecute 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 availa-
ble 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 earn-
ings we receive to finance the expansion of our business and to use for general corporate purpos-
es.




                                                                                                    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
                                                                                       Pro forma Assuming
                                                          01/30/07)
                                                                                        Full Subscription(1)
                                                         (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.                                                        $38,933                            $0
      Additional paid-in-capital                                                  0                $1,000,000
          Accumulated deficit                                                      -                           -
      Total stockholders’ equity                                          $39,933                 $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 outstand-
ing 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                  Number of Shares of      Pro forma Percentage      Pro forma Percentage of Capital
                              Common Stock Issued        of Common Stock              Stock after the Offering
 J. Moukas                         2,920,000                   7.49%                         7.16%
 J. Moukas                         3,698,667                    9.48                          9.07
 S. Daklaras                       1,752,000                    4.49                          4.30
 J. Daklaras                       1,752,000                    4.49                          4.30
 E. Moukas                         3,698,667                    9.48                          9.07
 P. Gourgiotis                     3,698,667                    9.48                          9.07
 S. Sintelis                       1,946,667                    4.99                          4.77
 R.Rothman                         7,313,416                   18.88                         18.05
 J. Kehler                         7,313,417                   18.88                         18.05

 Stockholders (bal.)               4,805,834                   12.32%                        12.08%
 Total                            38,933,333                  100.00%                       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 num-
ber 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 de-
ducting 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 produc-
tion, 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, de-
legating 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 small-
er, 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 men-
tioned 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 re-
cycled 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 depolymerisa-
tion 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 sol-
ids 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 diges-
ters 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 thou-
sands 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 agricul-
tural 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 me-
thane 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 pro-
duction, supplied a secondary income and energy source to the farmer equivalent to 775 kilo-
watts 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 advan-
tageous 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 auto-
mated.

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 own-
er 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 in-
volving 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 re-
salable. 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 cur-
rently 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 renewa-
ble 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 mil-
lion 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 ra-
tios 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 ex-
ample, 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 proto-
type 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 neces-
sary 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 fur-
ther 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 independ-
    ent 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 major-
    ity 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 OPERA-
    TION


    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 fi-
    nancing, 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 fol-
    lowing:

    We may not be able to continue to profitably market our current functional premixes or commer-
    cialize 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 con-
sumer 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 effec-
tively 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 in-
dustry, generating escalating positive cash flows on an annual basis so that the Company be-
comes 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 Amer-
ica with a view to expanding to other international markets, while continuing to supply distribu-
tors 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 plat-
form.


                                                                                              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 Com-
pany adequate resources to continue operations and establish increased cash flows to cover op-
erational 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 pub-
lic 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 opera-
tions. 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 ac-
tivities.


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 re-
quired to be disclosed in our Exchange Act reports is recorded, processed, summarized and re-
ported within the time periods specified in the United States Securities and Exchange Commis-
sion rules and forms, and that such information is accumulated and communicated to our man-
agement, 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 supervi-
sion and with the participation of our management, including our President and acting Chief Fi-
nancial 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 ef-
fective.

There were no significant changes in our internal controls or in other factors that could signifi-
cantly 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                          AGE                          POSITION
                                                           President, Chief Executive
R. Rothman                    51
                                                           Officer and Director
                                                           Chief Financial Officer and
J. Moukas                     41
                                                           Director
                                                           Chief Technology Officer and
F. Ugo Villa                  66
                                                           Director
R. Krause                     70                           Secretary and Director


BCTIs directors are elected by the holders of BCTI's common stock. Cumulative voting for di-
rectors 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 di-
rector 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            President/CEO/Director

           Mr. J. Moukas             Chief Financial Officer/Director

           Mr. F. Ugo Villa          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 compa-
nies from thought inception. Has a great talent for proactively identifying and re-
solving problems, reversing negative sales trends, controlling costs, automating
accounting systems and corporate procedures, maximizing productivity and deli-
vering 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 dis-
       ciplines. 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 offic-
ers 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             Number of Shares       Pro forma Percen-       Pro forma Percentage of
                          of Common Stock         tage of common        Capital Stock after the Of-
                                Issued                 Stock                      fering
 John Moukas                  2,920,000                7.49%                      7.16%
 Salesha Farzanali            3,698,667                 9.48                       9.07
 Steve Daklaras               1,752,000                 4.49                       4.30
 John Daklaras                1,752,000                 4.49                       4.30
 Elefterios Moukas            3,698,667                 9.48                       9.07
 Peter Gourgiotis             3,698,667                 9.48                       9.07
 Steve Sintelis               1,946,667                 4.99                       4.77
 Russell D. Rothman           7,313,416                18.88                      18.05
 Jennifer Kehler              7,313,417                18.88                      18.05

 Stockholders (bal.)           4,805,834               12.32%                     12.08%
 Total                        38,933,333              100.00%                    100.00%


DESCRIPTION OF SECURITIES:

General:

The authorized capital stock of the Company consists of 75,000,000 shares of capital stock, con-
sisting 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 out-
standing. 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 sharehold-
ers.

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, includ-
ing 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 di-
rectors 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 In-
vestors 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 in-
vestment 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 PROSPEC-
TIVE INVESTORS AND DO NOT MEAN THAT THESE SECURITIES ARE A SUITA-
BLE INVESTMENT FOR ANY INVESTOR MEETING THESE REQUIREMENTS.
MOREOVER, THE COMPANY RESERVES THE RIGHT TO MODIFY THE SUITA-
BILITY 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)     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
       (b)     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 regis-
       tration statement has been filed with the SEC or with any state regulatory authori-
                             ties.ADDITIONAL INFORMATION


 The Company will make available to any Investor any additional information that it pos-
sesses, 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 mat-
 ters 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 accu-
  racy 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 con-
  fidential. 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 APPROPRI-
ATE DECISION CONCERNING AN INVESTMENT IN THE COMPANY. NO OFFERING
DOCUMENT HAS BEEN REVIEWED OR PASSED UPON BY THE COMPANY’S COUN-
                                                                                                3
                                                                                                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 pur-
chase 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 prepa-
ration/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 au-
thorized 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 in-
vestment. 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 pre-
pared to remain members of the Company indefinitely. The Shares have not been registered un-
der 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 sub-
stantial restrictions set forth in the Stockholders Agreement.

Minimal Capital. The Company will rely on the capital being raised in this offering to fund re-
search 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 liqui-
dated, 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 pre-
pared with a view toward compliance with the Association of Independent Certified Public Ac-
countants 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 se-
curities 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 inter-
est 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 in-
formed investment decision in connection therewith.

Subscriber realizes that, since the Common Stock is restricted and cannot be readily sold, Sub-
scriber 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 con-
cerning Subscriber, Subscriber’s financial position and knowledge of financial and business mat-
ters 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 ca-
pacity 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 con-
nection 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 Em-
                             ployee Retirement Income Security Act of 1974, if the investment de-
                             cision 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)

                       (iv)    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)

                       (v)     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 reasona-
                               ble expectation of reaching the same income level in the current year;
                               __________ (Initial)

                       (vi)    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)

                       (vii)       An entity in which all of the equity owners are accredited inves-
                               tors; __________ (Initial)

Subscriber has been provided with all materials and information requested, to the extent pos-
sessed or obtainable by the Company without unreasonable effort and expense, including any
information requested to verify information furnished. There has been made available to Sub-
scriber the opportunity to ask questions of, and receive answers from, the Company and the of-
ficers, 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 Compa-
ny, 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, succes-
sors and assigns of the parties hereto.

Indemnification. Subscriber acknowledges that it understands the meaning and legal conse-
quences 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 Sub-
scriber 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.

The Subscriber has executed this Subscription Agreement as of the                    day of
                     , 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 ap-
plicable]
                                                                                                     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




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