This Offering involves a high degree of risk and should be made by Investors who can afford to lose their entire investment. Each Investor should carefully consider the risks and uncertainties discussed below in this Memorandum before investing in the Company's securities. The following does not purport to be exclusive or to summarize all risks that may be associated with purchasing or owning the Company's securities. Each Investor is advised and expected to conduct its own investigation into the Company and to arrive at an independent evaluation of an investment in the shares. This Memorandum is provided for assistance only and should be read in its entirety. This Memorandum is not intended to be, and must not be taken as, a recommendation to purchase any shares or as the basis for an investment.

Disclosure Regarding Forward-looking Statements

This Memorandum contains "forward-looking statements." The words "plans," "will," "believes," "proposed," "estimates," "anticipates, "expects" and similar expressions are intended to identify such forward-looking statements. These statements concern expectations, beliefs, future plans and strategies, anticipated events and trends and similar matters related to the Company concerning matters that are not historical facts. Specifically, this Memorandum contains forward-looking statements regarding, among other things:

• the Company's proposed strategy and plan of operations
• future regulatory matters affecting the Company
• the Company's products and services
• the Company's potential customers
• future developments in the Company’s industry
• plans of the Company to implement its strategy
• estimates of the capital needed by the Company to implement its strategy and plan of operations

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties, and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and causing assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited, the risk factors described below.

COMPANY RISKS

Customers’ Lack of financial capacity May Adversely Impacts our Ability to Generate Revenues.

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

We are Dependent upon our Ability to Educate the Government, Their Personnel and establish Strategic Alliances with Members in within the Industrial Milieu.

Dependence upon Direct Marketing in order to keep low infrastructure cost.

Our plan is to develop and maintain relationships with agricultural industries and residential builders by establishing direct relationships with administrators and owners.

Revenue Model is New and May not Succeed

Our strategy is designed to create a profitable revenue stream through the sale of our unique, proprietary biotech product to strategic alliance partners and through licensing arrangements within the industry milieu, with the licensees servicing the customer directly. Our products, and services, marketed to the relevant target audience, should enable us, if successful, to generate multiple revenue streams and consistent profitability derived from the high gross profit margin proprietary products and services. However, we are dependent upon our establishing contractual relationships with the Government, the agricultural industry and independent residential builders and owners.

Marketing Strategy is New and We Depend upon Acceptance of this Strategy.

We have developed what we believe is a highly effective marketing strategy, built on a proactive direct marketing campaign with large facility management and companies that target the sector for waste product treatment and reformation. We believe that this will result in a development of a marketing and distribution network with extensive coverage of the Company’s target market at a minimal expense, allowing the Company to reach profitability. We believe that our marketing strategy, which we will implement initially in US and Canada, will permit us to generate a large customer/end user base; however, there can be no assurance that our estimate regarding acceptance of our products and services will be correct.

While we do not Believe we have Competition, Potential Competitors May Have Greater Resources.

At present, the provisioning for waste treatment and “green” reformation of these products into renewable fuel sources is regionalized and, within a given geographic region of operations, can be competitive. However, we believe that there are no other entities that provide scaled-down facilities targeted at the small agricultural and residential user. However, there are waste treatment providers that may elect to enter into this designated market if business if our model is successful. We compete on the basis of quality, cost-effectiveness and the increasingly comprehensive 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.

We are Dependent upon our Human Resources 

Our success depends on our ability to attract and retain qualified business alliances, financial and scientific personnel to service the facilities throughout the US, Canada, and other markets, the competition for which may become intensive. We will also be dependent upon our ability to hire and retain qualified management and operational personnel. The loss of key personnel or the inability to attract, retain or motivate sufficient numbers of qualified professionals could adversely affect our business.

INVESTMENT RISKS

Investors’ Equity Interest Will Be Substantially Diluted by Additional Issuances of Shares of Common Stock

Each Investor who purchases shares pursuant to this Memorandum will likely experience substantial future dilution of his equity interest in the Company, because we expect to issue additional shares of our common stock (and possibly other classes of our securities) in connection with the future financing, among other dilutive events. Because there are no preemptive rights or anti-dilution privileges associated with the shares being offered hereby, you will not have any rights to purchase our common stock in connection with future issuances of common stock by us or otherwise. As a result, in the absence of such rights and privileges, your percentage interest in the equity of the Company will decrease as other shares of the Company's common stock are issued. Furthermore, additional shares of common stock may be issued by us in the future (including shares issued for services) for consideration at a price per share less than the Offering price per share paid by Investors in this Offering.

Management has Broad Discretion over the Use of the Proceeds of this Offering.

The net proceeds to be received by us in connection with this Offering, as set forth under “Use of Proceeds” below and Appendix B, are allocated to certain specific purposes, including equipment purchases and leases, general working capital, marketing expenses and professional and consulting fees associated with this Offering. While we believe that the net Offering proceeds will be sufficient to meet our financing requirements for the next 12 months, Investors will be entrusting their funds to our management, upon whose judgment they must depend. Future events may require a reallocation of the net proceeds of the Offering, which will be based upon the business judgment of management. The failure of management to apply such funds effectively could have a material adverse effect on our business, prospects, financial condition and results of operations. Investors should also understand that the Company intends to utilize the proceeds from subscriptions in our Offering as such subscriptions are accepted. There is no minimum or maximum subscription and management may in its sole discretion accept or reject subscriptions in whole or in part.

The Company Has Not and Does Not Anticipate Paying Dividends.

The Company has not paid dividends on its common stock since its incorporation and we do not anticipate paying any dividends on the common stock in the foreseeable future, if at all. We intend to retain any earnings we receive to finance the expansion of our business, to repay any future indebtedness and to use for general corporate purposes.

There Are Restrictions on Transferability of and There Is No Market for the Shares Offered in this Memorandum.

The shares being offered pursuant to this Memorandum have not been registered under the Act or the applicable securities laws of the various states and none of these shares may be resold or distributed unless they are registered under the Act or an exemption from registration is available under the Act and under applicable state securities laws. There is no existing public or another market for our shares and we do not intend that any trading market shall commence after completion of the Offering. Therefore, it is not anticipated that an Investor will be able to avail itself of the ability to sell our shares pursuant to Rule 144 promulgated under the Act or otherwise.

The shares offered hereby will be deemed "restricted shares" under the Act, and no public sale of shares acquired pursuant to this Offering may be made absent registration of such shares under the Act. Generally, sales may be made pursuant to Rule 144 under the Act provided that: (i) the Company is a reporting company under the Securities Exchange Act of 1934 (the “Exchange Act”); and (ii) the Company is current under its Exchange Act reporting obligations, which includes the filing of an annual report, quarterly reports and other periodic reports under the Exchange Act. The Company does not plan on becoming a reporting company under the Exchange Act. In addition, no assurance can be given that a public market for the Company’s securities shall ever develop or if developed shall be sustained in the future. Further, there can be no assurance as to whether the Company’s shares or other securities shall be traded on any exchange or quotation system. Further, an investment in the shares offered hereunder is an illiquid investment and no assurance can be given as to the ability of the holders of such shares to dispose or otherwise liquidate their position in the Company.

The Offering Price of the Shares Was Arbitrarily Determined.

The Offering price per share was arbitrarily determined by our management, was not the result of any arms-length negotiation between the Company and any investment banking firm and does not bear any relationship to the assets, book value, results of operations, net worth, or other evaluation criteria applicable to the Company and should not be considered an indication of our actual value or the future price of our shares. Shares of our common stock were sold prior to this offering at a price significantly less than the price per share in this Offering and may in the future be offered and sold or issued for services at a price per share less than the price per share herein.

Our Chief Executive Officer, Whose Interests May Differ from Other Shareholders, does have the Ability to Exercise Significant Control over Us.

Mr. John Moukas, President, and CEO, currently owns a significant amount (approximately 36%) of the issued and outstanding common stock directly. Accordingly, Mr. John Moukas will 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. John Moukas will have even less control via the dilution.

Financial Projections

The financial projections in this Memorandum are based on what management believes are reasonable and achievable. They are arbitrary and there can be no assurance that we will be able to achieve our financial projections. Prospective investors should not rely solely on these projections.

We cannot predict whether we will be Successful; Our Business Model is New.

We are in the process of developing and refining our business model and there is a risk that the business model will be unsuccessful. As currently proposed our business model depends upon our ability to establish strategic alliances for probable joint ventures and/or licensing agreements to generate multiple revenue streams. The potential profitability of our business model is unproven, and, to be successful, we must, among other things, develop and market our proprietary products and services to achieve broad market acceptance. Our business model is substantially dependent upon such acceptance. Moreover, there can be no assurance that the industry/public will embrace our business model or that the marketing of our products and services will achieve broad market acceptance sufficient to make our business profitable or even viable. Accordingly, no assurance can be given that our business model will be successful or that we can sustain revenue growth or achieve or sustain profitability.

We May Incur Losses.

We may incur net losses, at least for our initial year of operations and perhaps for the foreseeable future, notwithstanding our projections. The extent of these losses will depend, in part, on the amount and rates of growth in our revenue from our efforts in establishing our revenue sharing model via joint ventures/licensing and the costs of obtaining these milestones. We expect our operating expenses to increase, especially in the areas of diversified prototype generation and marketing thereto. Consequently, to achieve profitability we will need to generate increased revenue. As a result of our early stage of development, we believe that period-to-period comparisons of our operating results will not necessarily be meaningful and that our results of operations for any period should not be relied upon as an indication of future performance. To the extent that (a) revenue does not grow at anticipated rates, (b) increases in our operating expenses precede or are not subsequently followed by commensurate increases in revenue or (c) we are unable to adjust operating expense levels accordingly, our business, prospects, financial condition and results of operations will be materially and adversely affected. There can be no assurance that our operating losses will not increase in the future or that we will ever achieve or sustain profitability relative to the viability of the strategic alliances and related performance of market penetration via inherent node infrastructure of strategic partners.

We may Need Significant Additional Funds.

Assuming we generate $1,000,000 in gross proceeds in this Offering, we believe that with the net proceeds therefrom, together with revenues generated from our operations, we will have sufficient funds to meet our anticipated cash needs for working capital, capital expenditures and business expansion on a reduced basis for the next 12 months assuming no additional funds are needed. (Refer to Appendix B”). Our belief is based on our business model, which in turn is based on assumptions, which may prove to be incorrect. As a result, our financial resources may not be sufficient to satisfy our capital requirements for this period. We may need to raise additional funds. If we raise additional funds through the issuance of equity, equity-related or debt securities, such securities may have rights, preferences or privileges senior to those of the rights of the common stock and our shareholders may experience additional dilution. We cannot be certain that additional financing will be available to us on favorable terms, when required, or at all. If adequate funds are not available or not available on acceptable terms, we may not be able to fund our expansion, promote our brand as we desire, take advantage of unanticipated acquisition opportunities, develop or further enhance and/or optimize our products and services or respond to competitive pressures. To the extent that less than $1,000,000 is raised in this Offering, our ability to implement our business plan will be affected as we will not have available all of the funds necessary for marketing, development of our projects, expanding our infrastructure, capital expenditures, acquisitions and other general corporate and working capital purposes. We anticipate that we will require additional funding in the form of debt, equity or any combination following this 12-month period even if $1,000,000 is generated in this Offering.

BioCRUDE Technologies Inc.
www.biocrudetech.com