RED REEF LABORATORIES INTERNATIONAL INC (Form: SB-2, Received: 11/29/2007 06:04:35)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Red Reef Laboratories International, Inc.

(Name of small business issuer in its Charter)

Florida	75-3086416
(State or other jurisdiction of	(I.R.S. Employer
Incorporation or organization)	Identification No.)

450 Fairway Drive, #103

Deerfield Beach, FL 33441

(Address of principal executive offices)

954-725-9475

(Issuer's telephone number, including area code)

Greentree Financial Group, Inc.

7951 SW 6 ^th ST Suite 216

Plantation, FL 33324

(954) 424-2345 Tel

(954) 424-2230 Fax

(Name, address and telephone of agent for service)

Copies to:

JPF Securities Law, LLC

17111 Kenton Drive

Suite 100B

Cornelius, NC 28031

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

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CALCULATION OF REGISTRATION FEE (1)(2)

Title of each class of securities to be registered	Amount to be Registered	Proposed maximum Offering price per Unit (1)	Proposed maximum Aggregate offering Price(1)	Amount of Registration Fee (1)
Common Stock ($.001 par value)	224,604,546(2)	$.01	$2,246,045	$68.95
Totals	224,604,546	$.01	$2,246,045	$68.95

(1)	Estimated pursuant to Rule 457 solely for the purpose of calculating the registration fee for the shares of common stock. The registration fee for the shares of common stock is based upon a value of $.01.
(2)	224,604,546 shares proposed to be offered by the Selling Security Holders.

The information in this prospectus is not complete and may be changed. Red Reef Laboratories International, Inc. and the Selling Security Holders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

We hereby file this registration statement on such date or dates as may be necessary to delay its effective date until we shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

SUBJECT TO COMPLETION, DATED NOVEMBER 28, 2007

RED REEF LABORATORIES INTERNATIONAL, INC.

224,604,546 shares of Common Stock

Our Selling Security Holders are offering 224,604,546 shares of our common stock for sale to the public. The Selling Security Holders are expected to offer and sell their shares through their own securities broker-dealers or in private transactions. The Selling Security Holders may continue to offer their shares until sold, as long as we maintain a current prospectus to cover the sales. We will not receive any proceeds from sales of shares by our Selling Security Holders. We will pay all expenses of registering all of the securities registered hereunder.

The Selling Security Holders are registering their shares for sale in order to recoup some of their initial investment to the company. Also, many of the shares held by the Selling Security Holders were issued for consulting services to us, rather than for long term investment in, Red Reef Laboratories. The Selling Securities Holders will sell their shares at prevailing market prices at such time, if and when, the shares are traded on the Over-The-Counter Bulletin Board. In the event of such trading, however, there can be no assurance that we will find a market maker willing to work with us, or that our application for quotation on the Over-The-Counter Bulletin Board will be accepted.

These securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” beginning on page 8.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this preliminary prospectus is November 28, 2007

TABLE OF CONTE NTS
Part I - Prospectus Information		Page

1.	Front Cover Page of Prospectus	1
2.	Inside Front Cover Page of Prospectus	2
3.	Summary Information	4
	Risk Factors	8
4.	Use of Proceeds	11
5.	Determination of Offering Price	11
6.	Dilution	11
7.	Selling Security Holders	11
8.	Plan of Distribution	13
9.	Legal Proceedings	14
10.	Directors, Executive Officers, Promoters and Control Persons	14
11.	Security Ownership of Certain Beneficial Owners and Management	17
12.	Description of Securities	19
13.	Interest of Named Experts and Counsel	20
14.	Disclosure of Commission Position on Indemnification For Securities Act Liabilities	20
15.	Organization Within Last Five Years	20
16.	Description of Business	21
17.	Management's Discussion and Analysis	33
18.	Description of Property	38
19.	Certain Relationships and Related Transactions	38
20.	Market for Common Equity and Related Stockholder Matters	39
21.	Executive Compensation	42
22.	Financial Statements	43
23.	Changes in and Disagreements with Accountants on Accounting And Financial Disclosure	80

Part	II – Information Not Required in Prospectus

24.	Indemnification of Directors and Officers	80
25.	Other Expenses of Issuance and Distribution	80
26.	Recent Sales of Unregistered Securities	81
27.	Exhibits	85-86
28.	Undertakings	87
	SIGNATURES	88

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ITEM 3. SUMMARY INFORMATION AND RISK FACTORS

PROSPECTUS SUMMARY

The following summary highlights the more detailed information and financial statements (with notes) appearing elsewhere in this prospectus. It is only a summary. We urge you to read the entire prospectus carefully, especially the risks of investing in our common stock as discussed in the Risk Factors beginning on page 9.

OUR COMPANY.

Red Reef Laboratories International, Inc. (the "Company," “we”, “our”, “RRLB”) is a highly specialized company focusing on providing superior surface decontamination products and specialized services in the fight against bacteria, viruses and fungi (mold) infestations of our living environment.

We were founded to develop, manufacture, distribute and sell surface disinfectants, which are inherently non-toxic, posing no hazard to people who use them and which are environmentally friendly, decomposing into harmless naturally occurring organic molecules. In 2003, the United States Marine Corps authorized and funded the testing of one of our proprietary formulations against weaponized Anthrax on two occasions at separate government laboratory facilities. Each test indicated our formula achieved a 99.999999% kill rate in less than thirty minutes. To this end, we have developed several products that have been registered with the Environmental Protection Agency (EPA) as well as proprietary formulas used for odor and stain removal caused by mold, mildew and algae. The company also performs the service of mold remediation in South Florida employing the use of the chemicals during the remediation process. The company is in the process of applying for import and distribution clearance in China for its BioClear FF product used in the cleaning and sanitizing of surfaces and equipment found on poultry farms. The company is investigating ways to expand distribution of TKO, one of its leading products currently being sold to the hospitality industry in Southeast Florida. Research and development work for specially formulated products for use in cleaning and sanitizing automobile interiors is underway.

INTRODUCTION

Health risks linked to mold exposure and its resultant toxins are driving an enormous industry of testing, identification, remediation, and repair of infected buildings. There currently exists a huge backlog of demand for effective solutions to this mold "crisis" that is forecasted to continue unabated for years to come. The Red Reef BioClear System focuses on water intrusion and the resultant damage to building structures, including single-family residential, multi-unit residential, commercial, retail, hotel, office, industrial, institutional, and healthcare facilities. Clients will either pay for our services directly, or through settled insurance claims. Direct pay clients will be building owners and managers. Insurance clients will be attorneys, adjusters and their superiors.

Most data available describing the mold remediation industry is almost exclusively supplied by the insurance industry, and does not document activity by segments (i.e. residential, commercial, industrial, and institutional). The industry trade associations provide little credible guidance other than to promote their owners' agendas. Though accurate data about total dollars and share of the mold remediation market is scarce, we can provide substantial anecdotal evidence and information from various sources, as well as examples of activities, which will impact the market and contribute to its continued growth.

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OBJECTIVES

The objective of RRLB is to become the premier company for mold remediation in Florida and beyond. We will utilize a unique "streamlined" decontamination process enabled by new state-of-the-art mold-killing products that create exceptional profit potential. Our streamlined, step-by-step, decontamination process concentrates on identifying the contamination problem and having moisture intrusion problems corrected which have principally caused the mold infestation to take hold. Once the problem is identified and corrected, our approach and process is to eradicate the mold infestation through application of several chemical means (fogging and spraying of effective specially developed chemical solutions) as opposed to physical (structural removal) means. This results in a drastic minimization of the deconstruction/reconstruction effort, thereby saving time, labor and material costs needed to perform the mold remediation, which in turn leads to greater profit potential. Our products allow for applications in areas such as animal husbandry, hospitality, medical and nursing home facilities, and in any area where the proliferation of bacteria, virus and fungi pose threats to the inhabitants of these facilities. Leveraging our exclusive proprietary technology to these products, we will develop additional applications in other industries creating new revenue opportunities, such as specially formulated products for use in cleaning and sanitizing automobile interiors. We intend to use infusions of capital and/or debt to launch operations, secure or develop exclusive synergetic product rights, establish a market position, and achieve significant financial goals.

THE OFFERING.

The Issuer:	Red Reef Laboratories International, Inc.

The Sellers:	Selling Security Holders

Shares Offered:
By Selling Security Holders	224,604,546 shares of common stock

Estimated Offering Price:
By Red Reef Laboratories International, Inc.	Not Applicable
By Selling Security Holders	Prevailing market prices

Proceeds to Red Reef Laboratories
Gross Proceeds	$ 0
Estimated Net Proceeds	$ 0


Proceeds to Selling Security Holders
Gross Proceeds	$2,246,045
Estimated Net Proceeds	$2,246,045 (assumes shares are sold in private transactions with no commissions).

Common Stock to be
Outstanding after Offering:	991,949,390 shares

Dividend Policy	We do not anticipate paying dividends on our common stock in the foreseeable future.

Use of Proceeds	We will not receive any proceeds from this sale.

Risk Factors	The securities offered hereby are speculative and involve a high degree of risk, including
	The risk of substantial and immediate
	dilution. See “Risk Factors” at page 9 and
	“Dilution” at page 16.

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As of November 28, 2007 we had 991,949,390 shares of our common stock outstanding. This offering is comprised of a registered securities offering by the Selling Security Holders who intend to sell all 224,604,546 shares of common stock that they received for providing cash and services to our Company.

We and the Selling Security Holders have acknowledged that we are familiar with the anti-manipulation rules of the SEC, including Regulation M. These rules may apply to sales by Red Reef Laboratories and the Selling Security Holders in the market if a market develops.

Regulation M prohibits any person who participates in a distribution from bidding for or purchasing any security which is the subject of the distribution until the entire distribution is complete. It also prohibits sales or purchases to stabilize the price of a security in the distribution.

We have paid all estimated expenses of registering the securities. Our offering expenses are approximately $35,993 which have been paid.

FINANCIAL SUMMARY INFORMATION.

Because this is only a financial summary, it does not contain all the financial information that may be important to you. You should also read carefully all the information in this prospectus, including the financial statements and their explanatory notes.

Unaudited Financial Summary Information for the Nine Months Ended June 30, 2007 and 2006

Statements of Operations	For the nine months ended June 30, 2007			For the nine months ended June 30, 2006

Revenues	$	450,900			73,332
Cost of sales	$	190		$	1,093
Gross profit	$	450,710		$	72,239
Operating expenses	$	1,023,599		$	768,293
Income (loss) from operations	$	(572,889	)	$	(696,054)
Other expense, net	$	2,869		$	(24,843)
Net (loss)	$	(570,020	)	$	(720,897	)
Net income (loss) per common share		(0.00	)	$	(0.00	)

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Balance Sheets	As of June 30, 2007

Available cash	$	4,566
Total current assets	$	8,575
Other assets	$	540,223
Total Assets	$	548,798
Current liabilities	$	536,719
Stockholders’ equity (deficit)	$	(55,013	)
Total liabilities and stockholders’ equity	$	548,798

Audited Financial Summary Information for the Years Ended September 30, 2006 and 2005

Statements of Operations	For the year ended September 30, 2006			For the year ended September 30, 2005

Revenues	$	76,575			12,224
Cost of Sales	$	1,216		$	-
Gross profit	$	75,359		$	12,224
Operating expenses	$	2,208,002		$	608,976
Income (loss) from operations	$	-		$	-
Other expense, net	$	-		$	-
Net income (loss)	$	(2,132,643	)	$	(596,752)
Net income per common share	$	.00		$	0.00

Balance Sheets	As of December 31, 2006

Available cash	$	15,144
Total current assets	$	19,343
Other assets	$	36,009
Total Assets	$	55,352
Current liabilities	$	1,387,610
Stockholders’ equity (deficit)	$	(1,785,743	)
Total liabilities and stockholders’ equity	$	55,352

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RISK FACTORS

There are many factors that affect the Company’s business, operating results and financial conditions, many of which are beyond its control. The following is a description of the most significant factors that might cause the actual results of operations in future periods to differ materially from those currently expected or desired.

The Company’s limited operating history and near absence of revenues makes evaluation of our business and prospects difficult.

We have received a report from our independent auditors on our financial statements for fiscal years ended September 30, 2006 and 2005. The footnotes to our financial statements list factors, including limited revenues since incorporation that raise some doubt about our ability to continue as a going concern. We recorded revenues of $76,575 and $12,224 for the years ended September 30, 2006 and 2005, respectively.

The Company does not expect to pay dividends on our common stock.

It is unlikely any dividends will be paid on the Shares in the near future; and there are no legal requirements or promise made by the Company to declare or pay dividends, and even if profitable, the Company may elect to use the profits for the business in lieu of declaring any dividends.

Natural disasters, including hurricanes, fires and floods, could severely damage or interrupt the Company’s systems and operations and result in an adverse effect on the Company’s business, financial condition or results of operations .

Natural disasters such as fire, flood, earthquake, tornado, power loss, break-in or similar event could severely damage or interrupt the Company’s systems and operations and/or result in temporary or permanent loss of manufacturing capability. Great delays could be experienced; power outages and communication blackouts could occur that would effectively halt, indefinitely, operations or that would cripple the Company at this critical growth stage.

Management, though experienced in this field, is small and may not be able to handle fast growth in time to train additional managers. This could bring to bear undue strain on the Company that could derail growth.

We may not be able to sell our products effectively if our management does not have adequate time and resources to conduct our distribution activities. Moreover, as our sales grow, the strain on our management to sell and distribute products may increase. In the event that we decide to retain distributors, we may not be able to establish relationships with distributors. In addition, we may incur additional costs and business delays and interruptions in sourcing distributors.

The revenue sources may take significantly longer to implement than planned. This could exhaust the Company’s revenues and bring operations to a halt.

The market for environmentally friendly sanitizing products is new and evolving. As a result, demand and market acceptance for our products is uncertain. If this new market fails to develop, develops more slowly than expected or becomes saturated with competitors, or if our products do not achieve or sustain market acceptance, our business could be harmed.

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Extreme market conditions of high inflation, low inflation, easy access to financing or a tightening of the money supply could hamper the effects of the Company’s advertising, marketing and sales efforts.

The desire for our products is strongly influenced by the condition of the economy, access to credit and the condition of the financial markets.

The Company has substantial near-term capital needs; we may be unable to obtain the additional funding needed to enable us to operate profitably in the future.

We will require additional funding over the next twelve months to develop our business estimated to be equal to $100,000. Presently, we have only $15,143 worth of liquid assets with which to pay our expenses. Accordingly, we will seek outside sources of capital such as conventional bank financing; however, there can be no assurance that additional capital will be available on favorable terms to us. If adequate funds are not available, we may be required to curtail operations or to obtain funds by entering into collaboration agreements on unattractive terms.

In addition, we have no credit facility or other committed sources of capital sufficient to fund our business plan. We may be unable to establish credit arrangements on satisfactory terms. If capital resources are insufficient to meet our future capital requirements, we may have to raise funds to continue development of our operations. To the extent that additional capital is raised through the sale of equity and/or convertible debt securities, the issuance of such securities could result in dilution to our shareholders and/or increased debt service commitments. If adequate funds are not available, we may be unable to sufficiently develop our operations to become profitable.

If the Company loses the services of its President, our business may be impaired.

Our success is heavily dependent upon the continued and active participation of our president, Dr. Claus Wagner Bartak. The loss of Dr. Bartak’s services could have a severely detrimental effect upon the success and development of our business, inasmuch as he is the only officer with the experience to continue the operations of the company.

The Company does not have any plans to hire additional personnel for at least the next six months, which may cause substantial delays in our operations.

Although we plan to expand our business and operations, we have no plans to hire additional personnel for at least the next six months. As we expand our business, there will be additional strains on our operations due to increased cost. In addition, there may be additional demand for our services. We now only have the services of our president to accomplish our current business and our planned expansion. If our growth outpaces his ability to provide services and we do not hire additional personnel, it may cause substantial delays in our operations.

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The Company’s lack of an established nation-wide brand name could negatively impact our ability to effectively compete, which could prevent us from acquiring customers and increasing our revenues.

A significant element of our business strategy is to build market share by continuing to promote and establish the “Red Reef BioClear” brand. If we cannot establish our brand identity, we may fail to build the critical mass of customers required to substantially increase our revenues. Promoting and positioning our brand will depend largely on the success of our sales and marketing efforts and our ability to provide a consistent, high quality customer experience. To promote our brand, we expect that we will incur substantial expenses related to advertising and other marketing efforts. If our brand promotion activities fail, our ability to attract new customers and maintain customer relationships will be adversely affected, and, as a result, our financial condition and results of operations will suffer.

As public awareness of the health risks and economic costs of mold contamination grows, we expect competition to increase, which could make it more difficult for us to grow and achieve profitability.

We expect competition to increase as awareness of mold-related problems increases and as we demonstrate the success of mold prevention. A rapid increase in competition could negatively affect our ability to develop new and retain our existing clients and the prices that we can charge. Many of our competitors and potential competitors have substantially greater financial resources, customer support, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition and more established relationships than we do. We cannot be sure that we will have the resources or expertise to compete successfully. Compared to us, our competitors may be able to:

	•	develop and expand their products and services more quickly;

	•	adapt faster to new or emerging technologies and changing customer needs and preferences;

	•	take advantage of acquisitions and other opportunities more readily;

	•	negotiate more favorable agreements with vendors and customers;

	•	devote greater resources to marketing and selling their products or services; and

	•	address customer service issues more effectively.

Some of our competitors may also be able to increase their market share by providing customers with additional benefits or by reducing their prices. We cannot be sure that we will be able to match price reductions by our competitors. In addition, our competitors may form strategic relationships to better compete with us. These relationships may take the form of strategic investments, joint-marketing agreements, licenses or other contractual arrangements that could increase our competitors’ ability to serve customers. If our competitors are successful in entering our market, our ability to grow or even sustain our current business could be adversely impacted.

Any failure of our products to fulfill their stated purpose could result in lawsuits for product liability or breach of contract, which could have a material adverse effect on our business.

Although we currently maintain product liability insurance, a successful claim against us in excess of our insurance coverage could have a material adverse effect on our results of operations, financial condition or business. Even unsuccessful claims would result in expenditure of funds in litigation, as well as diversion of management time and resources.

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ITEM 4. USE OF PROCEEDS

Not applicable.

ITEM 5. DETERMINATION OF THE OFFERING PRICE

Not Applicable.

ITEM 6. DILUTION

Not Applicable.

ITEM 7. SELLING SECURITY HOLDERS

The Selling Security Holders named in the table set forth below are selling the securities covered by this prospectus. The Selling Security Holders named below are not a registered securities broker-dealer or an affiliate of a broker-dealer.

The table indicates that all the securities will be available for resale after the offering. However, any or all of the securities listed below may be retained by the Selling Security Holders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the Selling Security Holders upon termination of this offering. We believe that the Selling Security Holders listed in the table has sole voting and investment powers with respect to the securities indicated. We will not receive any proceeds from the sale of the securities covered by this prospectus.

On or about April 5, 2006, we increased our authorized common shares to 3,000,000,000. In addition, we authorized 10,000,000 shares of convertible preferred stock to be issued, $.001 par value, with a conversion ratio to be set at a later date. Our board of directors also enacted a 10 for 1 forward stock split on February 15, 2006 and a 6 for 1 forward split on January 5, 2007.

On or about March 27, 2007, we entered into a service agreement with Mica Capital Partners LLC, for public relations services including:

·	Advise, consult and generally help the Company in executing their business plan
·	Consult on and assist with the drafting of press releases and public disclosures by the Company
·	Assist in introducing our Company to various funding sources

In exchange for these services, we paid Mica Capital $10,000 and issued 10,000,000 shares of our common stock. The common shares issued were valued at the estimated value for the services received, or $100,000, or $.01 per share. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.

During the first fiscal quarter of 2007, we also issued 18,000,000 shares of our common stock for $180,000. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there were only six offerees, (3) the offerees have agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offerees were sophisticated investors very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.

During the third fiscal quarter of 2007, we issued 3,750,000 shares of our common stock to Tom Price for $15,000. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was an accredited investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.

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SELLING SECURITY HOLDERS TABLE

Name	Relationship With Issuer	Amount Owned Prior to Offering	Amount To Be Registered	Amount Owned After Offering	Percent Owned Before/After Offering
Anthony C Guglieri	Consultant (1)**	29,025,000	29,025,000	0	2.93%/0%
LMR, Inc.	Consultant (2)	10,500,000	10,500,000	0	1.06%/0%
MTS World Enterprises, LLC	Consultant (3)	25,000,000	25,000,000	0	2.52%/0%
Media4equity, LLC	Consultant (4)	4,500,000	2,500,000	2,000,000	0.45%/0.20%
Robert Odessa	None**	525,000	525,000	0	0.05%/0%
South Richmond Realty Co, Inc.	Consultant (5)**	27,625,000	27,625,000	0	2.78%/0%
Thomas Spinelli	None**	3,675,000	3,675,000	0	0.37%/0%
Joseph Zanelotti	None**	1,050,000	1,050,000	0	0.11%/0%
Westside Capital, LLC	None**(6)	954,546	120,954,546	0	0.10%/0%
Tom Price	None**	3,750,000	3,750,000	0	0.38%/0%
TOTALS	-	106,604,546	224,604,546	2,000,000	10.75%/0.20%

________________________________

1. These shares were issued pursuant to a Service Agreement dated March 23, 2007 between the Company and Mica Capital Partners, LLC to provide corporate communication and investor relations services. The shares were then assigned to Mr. Guglieri on April 2, 2007. The consulting agreement is attached hereto as Exhibit 10.6.

2. LMR, Inc. is a financial consulting company owned and operated by Stefano Zorzi. They were hired by the Company to assist us with an overseas private placement. A copy of the LMR, Inc. consulting agreement is attached hereto as Exhibit 10.17.

3. MTS World Enterprises, LLC is a corporate communication and investor relations company, they are owned and operated by Joseph Parisi. These shares were issued pursuant to a promissory note in exchange for services rendered.

4. Media4equity, LLC is a corporate communication and investor relations company, they are wholly owned and operated by News USA, Inc. which is wholly owned by Richard David Smith. These shares were issued pursuant to a consulting agreement which has been attached hereto as Exhibit 10.18.

5. South Richmond Realty Co, Inc. was hired by the Company as a financial consultant to assist us in formulating a business plan and assist us in our private placement. South Richmond Realty Co, Inc. is owned and operated by Anthony Guglieri.

6. Westside Capital, LLC is jointly owned and operated by Mark Hensen and Thomas M. Sauve. A copy of the option agreements between the Company and Westside Capital, LLC is attached hereto as Exhibit 10.19 .

** Received shares pursuant to a private placement described in detail in the Recent Sales of Unregistered Securities section below.

We intend to seek qualification for sale of the securities in those states where the securities will be offered. To resell the securities in the public market the securities must either be qualified for sale or exempt from qualification in the states in which the Selling Security Holders or proposed purchasers reside. We intend to seek qualification or exemptions for trading in every state; however, there is no assurance that the states in which we seek qualification or exemption will approve of the security re-sales. Should we not obtain exemptions or qualification in these states you will be unable to resell your shares.

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ITEM 8. PLAN OF DISTRIBUTION

By Selling Security Holders

The Selling Security Holders are offering 224,604,546 shares of our common stock under this prospectus. We do not have any plan, agreement or understanding with the Selling Security Holders regarding their offering. In the event the Selling Security Holders engage an underwriter, we will be obligated to amend this prospectus to identify the underwriter and disclose the terms of the underwriter’s compensation and disclose any change in the plan of distribution.

The Selling Security Holders may sell the shares from time to time directly to purchasers or through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the Selling Security Holders or from the purchasers. We do not expect these discounts, concessions or commissions to be in excess of those customary in the types of transactions involved. We will not receive any proceeds from the sale of shares by Selling Security Holders.

The shares may be sold in one or more transactions at the then prevailing market prices at the time of sale, at prices related to prevailing market prices, at varying prices determined at the time of sale, or at negotiated prices. These sales may be in transactions, which may involve crosses or block transactions:

- On the OTC Bulletin Board or in the over-the-counter market.

- In transactions other than on the OTC Bulletin Board or on the over-the-counter market.

- Through the writing of options, whether the options are listed on an options exchange or otherwise.

- Through the settlement of short sales made after the effective date of this prospectus.

In connection with the sale of the shares, or otherwise, the Selling Security Holders may enter into hedging transactions with broker-dealers or financial institutions, which may in turn engage in short sales of the shares in the course of hedging the positions they assume. The Selling Security Holders may also sell our common stock short, provided the sale is not made to close out their short positions, or loan or pledge their shares to broker-dealers who in turn may sell the shares.

The aggregate proceeds to the Selling Security Holders from the sale of the shares offered by them will be the purchase price of the shares less discounts, concessions and commissions, if any. The Selling Security Holders reserve the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of the shares to be made directly or through agents.

In order to comply with the securities laws of some states, if applicable, the shares may be sold in these jurisdictions only through registered or licensed securities brokers or dealers. In addition, in some states, the shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and has been complied with.

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Any underwriters, broker-dealers or agents who participate in the sale of the shares may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, concessions, commissions or profit they earn on any resales of the shares may be underwriting discounts or commissions under the Securities Act. Agents of the Selling Security Holders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Act. We have advised the Selling Security Holders that persons acting on their behalf are required to deliver a copy of this prospectus when making sales of the shares.

In addition, any shares covered by this prospectus which also qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus. The Selling Security Holders may transfer, devise or gift his shares by other means not described in this prospectus.

This offering of shares for resale by the Selling Security Holders will begin on the date of this prospectus and continue as long as this prospectus is in effect or until the Selling Security Holders has sold all of its shares, whichever occurs first. If required, we will distribute a supplement to this prospectus or amend the registration statement of which this prospectus is a part to describe material changes to the terms of the offering.

We are paying all of the costs for registering the shares for sale by Red Reef Laboratories and for resale by the Selling Security Holders. These expenses include the SEC’s filing fees and filings fees under state securities or “blue sky” laws. The Selling Security Holders will pay all underwriting discounts, commissions, transfer taxes and other expenses associates with their resale of the shares.

Regulation M Applies To The Selling Security Holders :

We have informed the Selling Security Holders that they should not place any bid for, purchase or attempt to purchase, directly or indirectly, any of our common shares in the public market before they have sold all of our shares that they are entitled to sell under this prospectus. Also, the Selling Security Holders should not attempt to convince anyone else to bid for or purchase our common stock in the public market before they have sold all of its shares covered by this prospectus. To do so may violate Regulation M under the Securities Exchange Act. Any person who, directly or indirectly, bids for or effects any purchase of the common stock for the purpose of pegging, fixing or maintaining the price of our common shares, practices known as “stabilizing”, may violate Regulation M if the action does not comply with Regulation M. Furthermore, no person should engage in any activity that is fraudulent, manipulative, or deceptive under the federal securities laws and regulations.

ITEM 9. LEGAL PROCEEDINGS

We are not aware of any pending or threatened legal proceedings, in which we are involved. In addition, we are not aware of any pending or threatened legal proceedings in which entities affiliated with our officers, directors or beneficial owners are involved.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The officers and directors of the Company are as follows:

Name	Age	Position

Claus Wagner Bartak	69	Chairman and President
Peter Versace	44	Vice President, Secretary and Director
John Spargo	68	Director

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Executive Officers of the Registrant

The following list describes our executive officers. Officers are elected by and serve at the discretion of the Board of Directors.

Dr. Claus G. J. Wagner Bartak, President and Chairman of the Board

Listed in several International Who’s Who, Dr. Wagner Bartak is an accomplished, internationally recognized scientist and business executive.

The span of Dr. Wagner Bartak’s experience reaches from scientific, technical, business development and executive management of major multinational aerospace projects to the development of information technology systems and the founding of several successful business ventures, which are in the forefront of novel technological developments.

Dr. Wagner Bartak is the creative mind that pioneered research and development of the Internationally recognized 'Canadarm' utilized on NASA's Space Shuttle. Dr. Wagner Bartak is renowned for his research in the field of robotics.

He received his basic university education in sciences at Ludwig-Maximilian University, Munich, and in business administration and engineering management at Technical University, Munich, Germany. He further studied and lectured in Business Management, Medicine, Pharmaceutical Developments and Robotics.

·	1969, Dr. Sc. in Science, specialized in: Physics, Physical Chemistry, Radiobiology (magna cum laude)

·	1967, M.Sc. in Physics, Chemistry, Mathematics (magna cum laude)

·	1962, B.Sc. in Physics, Chemistry, Mathematics

In industry, he has held the following major positions:

·	2002 – present: President and Chairman of the Board, Red Reef Laboratories International, Inc., Deerfield Beach, FL, a specialty chemicals and service company

·	1998 to 2002: Director, Managing Director, WebViews, Inc., Toronto, Canada, a software and Internet service company

·	2000: Director, President & COO, WFFT, Inc., an Internet service company Scottsdale, AZ

·	1999 – 2000: Director, President, Titanium Corporation of Canada, Inc., Toronto, Canada, a natural resources company

·	1997 – 1999: Director, COO, CSO, BA Tech, Inc. (now Biosante) a biotechnology/pharmaceutical company, Atlanta, GA

·	1987 – 1996: Co-Founder, Director, President, CEO, Structured Biologicals Inc. (formerly Diasyn Technologies, Inc.), Toronto, Ontario

·	1983 – 1997: Founder, President, Energy Dynamics Inc., an engineering and management service and research company, Toronto, Canada - Munich, Germany - Arlington, USA

·	1974 – 1983: Vice President, General Manager, Spar Aerospace Limited, an aerospace company, Toronto, Ontario - Montreal, Quebec

·	1969 – 1974: Programs Director, Corporate Director, Messerschmitt Boelkow Blohm GmbH, an aerospace and advanced technology company, Munich, Germany

Dr Wagner Bartak is an expert consultant and advisor to government and industry in frontier technologies, innovations and business systems since 1982.

International Awards earned by Dr. Wagner Bartak:

·	Engineering Medal (Professional Engineers, Ontario) 1982

·	Public Service Medal (NASA) 1982

·	NASA Astronaut Award 1983

·	NASA Group Achievement Awards (KSC and JSC) 1982

·	International Engelberger Award 1986

·	Dauphin Award, 1990

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Peter Versace, Executive Vice President, Secretary and Director

A corporate “Entrepreneur,” Peter Versace has honed his award winning management skills as an accomplished operations executive. A consummate business analyst, Mr. Versace has particular competence in management of logistics, supply chain management, patent and trademark registration and international licensing.

Highly experienced with governmental relations, Mr. Versace has led initiatives in government and military sales, regulatory processes for import/export, environmental and international standards.

Mr. Versace has broad Information Technology and Business Development expertise in multiple corporate positions, such as:

2002 – present: Executive Vice President, Secretary and Director for RED REEF LABORATORIES INTERNATIONAL, INC., a specialty chemicals and service company. In charge of operations for mold remediation service, including assessments, bids and service. Responsibilities also include product sourcing, contractor relations, logistics and government compliance.

1999 – 2002: Senior IT Analyst for AVON Corporation; Responsible for developing Stored Procedures in Oracle/Unix to perform data ETL processes for Avon e-Commerce. Specifically responsible for developing data base architectures for Item Data Table Population for both IBM Net Commerce Supplied Tables as well as Avon specific tables to blend the IBM package, with Avon Business Practices/Specifications.

o	Business Development Manager for IT Marketing Group working on the Finance/Marketing Category Profitability System. Responsible for working with the Finance Group gathering Business Specifications and Business Process information, Defining the Functionality Scope of the System.

1998 (July – Nov): Import Coordinator for Menlo Logistics (Serving IBM Poughkeepsie). Acted as U.S. Liaison to all IBM plants located in Spain, Hungary, France, the U.K., the Netherlands and Ireland. Worked with schedulers, shippers, freight forwarders and the domestic warehouses to insure orders shipped were orders received.

·	1998 (Jan – Nov): Business Analyst at AVON Corporation. Analyzed Avon’s Global Component and Ingredient Supply Chain Operations. Markets analyzed included the U.S., South America, Europe and the Pacific Rim Countries.

·	1989 – 1997: President of SOCIETE COMMERCIALE DES TRANSACTIONS, INC (SCT, Inc.), an import/export business development company specializing in consumer goods and services and government and military sales. Key impact areas included facilitating joint ventures and strategic alliances.

o	Consultant experienced working with the Ministry of Health in Japan for product import approvals. Responsible for regulation compliance, Government Registration procedures requesting Product Classifications and Government approvals for import into Japan.

AWARDS: Avon Corporation, President's Award for Outstanding Achievement

EDUCATION: B.S., Bloomsburg University of Pennsylvania, Bloomsburg, PA

Major: Computer and Information Science

Minor: Business

Significant Employees.

The Company currently has three (3) full time employees and one (1) part time employee. The Company has recently hired Nathan Evans as Chief Operating Officer with a start date and compensation to be determined. Mr. Evans has been appointed to the Advisory Board and will assist the company in that capacity until his services are needed full time to expand the remediation business.

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Family Relationships.

None.

Legal Proceedings.

No officer, director, or persons nominated for such positions and no promoter or significant employee of our Company has been involved in legal proceedings that would be material to an evaluation of our management.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of August 28, 2007, of our common stock (a) by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, and (b) by each of our directors, by all executive officers and our directors as a group. To the best of our knowledge, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted.

Security Ownership of Certain Beneficial Owners (1)(2)

Name and Address of Beneficial Owner	Amount and Nature of Ownership	Percentage of Class

Claus Wagner-Bartak & Maria H. Wagner-Bartak, JT TEN 2508 Northwest 6 ^th Court Boynton Beach, FL 33426	141,750,000 Direct	14.29%
Peter Versace 5851 Holmberg Road, Apt. 2412 Parkland, FL 33067	141,750,000 Direct	14.29%
Guido Volante 735 Lake Shore Drive Delray Beach, FL 33444	141,750,000 Direct	14.29%
John Spargo 11212 Waples Mill Road Fairfax, VA 22030	141,750,000 Direct	14.29%
Lynn Michels-Hambro 6461 NW 2 ^nd Avenue, Apt. 412 Boca Raton, FL 33487	66,150,000 Direct	6.67%

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Security Ownership of Directors and Officers (1)(2)

Name and Address of Beneficial Owner	Amount and Nature of Ownership	Percentage of Class

Claus Wagner-Bartak & Maria H. Wagner-Bartak, JT TEN 2508 Northwest 6 ^th Court Boynton Beach, FL 33426	141,750,000 Direct	14.29%
Peter Versace 5851 Holmberg Road, Apt. 2412 Parkland, FL 33067	141,750,000 Direct	14.29%
John Spargo 11212 Waples Mill Road Fairfax, VA 22030	141,750,000 Direct	14.29%
All directors and officers as a group	425,250,000	42.87%
Total Outstanding	991,949,390	100.0%

Notes to the table:

(1)

Pursuant to Rule 13-d-3 under the Securities Exchange Act of 1934, as amended, beneficial ownership of a security consists of sole or shared voting power (including the power to vote or direct the voting) and/or sole or shared investment power (including the power to dispose or direct the disposition) with respect to a security whether through a contract, arrangement, understanding, relationship or otherwise. Unless otherwise indicated, each person indicated above has sole power to vote, or dispose or direct the disposition of all shares beneficially owned.

(2)	This table is based upon information obtained from our stock records. We believe that each shareholder named in the above table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned.

Changes in Control.

There are currently no arrangements, which would result in a change in our control.

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ITEM 12. DESCRIPTION OF SECURITIES

Common Stock

The Company is authorized to issue 3,000,000,000 shares of common stock, $.001 par value, of which 991,949,390 shares are currently issued and outstanding. The holders of shares of common stock have one vote per share. None of the shares have preemptive or cumulative voting rights, have any rights of redemption or are liable for assessments or further calls. The holders of common stock are entitled to dividends, when and as declared by the Board of Directors from funds legally available, and upon liquidation of the Company to share pro rata in any distribution to shareholders.

Preferred Stock

The Company is authorized to issue 10,000,000 shares of preferred stock, $.001 par value, of which none is issued and outstanding. If issued, our preferred shares may include certain shareholder privileges to be determined by our board of directors such as cumulative dividend payments and conversion features.

PacWest Transfer, LLC, 360 Main Street, Washington, Virginia 22747, is the transfer agent and registrar for the Company's common stock.

Shares Eligible for Future Sale

The Company has 991,949,390 shares of Common Stock outstanding but of these shares, only 115,011,811 shares are freely tradeable. All of the remaining shares of Common Stock are "restricted securities" and in the future, may be sold only in compliance with Rule 144 or in an exempt transaction under the Securities Act of 1933 (the "Act"), unless registered under the Act (the "restricted shares"). The officers and directors of the Company directly own 425,250,000 shares.

In general, under Rule 144 as currently in effect, subject to the satisfaction of certain conditions, a person, including an affiliate of the Company (or persons whose shares are aggregated), who has owned restricted shares of Common Stock beneficially for at least one year is entitled to sell within any three month period, a number of shares that does not exceed the greater of 1% of the total number of outstanding shares of the same class or, if the common stock is quoted on a national quotation system, the average weekly trading volume during the four calendar weeks preceding the sale. A person who has not been an affiliate of the Company for at least the three months immediately preceding the sale and who has beneficially owned shares of Common Stock for at least two years is entitled to sell such shares under Rule 144 without regard to any of the limitations described above. Typically, Rule 144 transactions require a legal opinion that the conditions for a Rule 144 sale have been met.

Based on the foregoing, the Company estimates approximately 9,872,000 shares of common stock may be permitted to be sold every three month period under Rule 144.

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ITEM 13. INTEREST OF NAMED EXPERTS AND COUNSEL

Our Financial Statements for the year ending September 30, 2007 have been included in this prospectus in reliance upon Dohan and Company, P.A. independent Certified Public Accountants, as experts in accounting and auditing. The legality of the issuance of our shares of common stock in this offering has been rendered by JPF Securities Law, LLC, counsel to Red Reef Laboratories.

ITEM 14. DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Under Florida law, a corporation may indemnify its officers, directors, employees and agents under certain circumstances, including indemnification of such persons against liability under the Securities Act of 1933, as amended. Those circumstances include that an officer, director, employee or agent may be indemnified if the person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A true and correct copy of Section 850 (1) of Chapter 607 of the Florida Statutes that addresses indemnification of officers, directors, employees and agents is attached hereto as Exhibit 99.1.

Article 3, Section 11 of the By-Laws of Red Reef Laboratories International, Inc. provides that the Board of Directors shall have authority to fix the compensation of directors.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling an issuer pursuant to the foregoing provisions, the opinion of the Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

The effect of indemnification may be to limit the rights of the Company and its stockholders (through stockholders’ derivative suits on behalf of Red Reef Laboratories International, Inc.) to recover monetary damages and expenses against a director for breach of fiduciary duty.

ITEM 15. ORGANIZATION WITHIN THE LAST FIVE YEARS

We believe that all prior related party transactions have been entered into upon terms no less favorable to us than those have that could be obtained from unaffiliated third parties. Our reasonable belief of fair value is based upon proximate similar transactions with third parties or attempts to obtain the consideration from third parties. All ongoing and future transactions with such persons, including any loans or compensation to such persons, will be approved by a majority of disinterested members of the Board of Directors.

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We have three Directors as follows, one of whom is independent, and the following transactions after the below table have been approved by them:

Name	Age	Position

Claus Wagner Bartak	69	Chairman and President
Peter Versace	44	Vice President, Secretary and Director
John Spargo	68	Director

A director is deemed "independent" under the NASDAQ Rule 4200 definition if he or she is not an officer or employee of our company and has no relationship with us that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In 2005, five shareholders loaned the Company a total of $110,000. Corporate notes were issued to these shareholders as follows:

NAME	AMOUNT	TERMS OF NOTE

Warren Carlsted	$20,000	Three years, 8% convertible note
Susan Berkwitt	$15,000	Three years, 8% convertible note
Daryl Goodrich	$ 5,000	Three years, 8% convertible note
Carol Dothe	$50,000	Three years, 8% convertible note and 25,000 common shares of RRLB
Lois Fricke	$20,000	Three years, 8% convertible note and 10,000 common shares of RRLB

In 2006, another shareholder loaned an additional $25,000 to the Company. The demand note carries 8% interest.

We are not a subsidiary of any corporation.

ITEM 16. DESCRIPTION OF BUSINESS

Red Reef Laboratories International, Inc. is a highly specialized company focusing on providing superior surface decontamination products and specialized services in the fight against bacteria, viruses and fungi (mold) infestations of our living environment.

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INTRODUCTION

OBJECTIVES

PRODUCTS

Our family of proprietary products, specifically designed to control and eliminate the presence and growth of mold and mildew on all surfaces, significantly changes for all time, the way we address the presence of mold spores. Our aqueous surfactant may be applied by spraying, misting wiping or soaking. In the process of decontamination, the use of Red Reef products, in most cases, eliminates the need for tearing down walls or removing and encapsulating mold-bearing materials. As long as the building materials are not compromised to the extent that they are no longer serviceable, the mere presence of mold or mildew does not necessitate their replacement. Red Reef technology will, in all cases, destroy the spores’ protective shells and expose and kill the germ within. This is accomplished in most cases with little or no scrubbing. Of course, there are different products for hard surfaces, carpeting, drapes and all soft material and of significant importance, HVAC systems. A typical building envelope, commercial or residential, normally evacuated under current practices for the removal and encapsulation of mold and mildew, can be completely remediated in hours rather than days or weeks and may safely be occupied immediately upon completion. One very important reason this is so is because Red Reef products are environmentally safe and human friendly. Only our hard surface cleaner, TKO, requires special handling, but is quickly neutralized once it has accomplished its task.

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Our hard surface decontaminant contains 5% Sodium Hypochlorite (the same ingredient found in common household bleach products) in a unique, proprietary surfactant blend. All other products in our library are non-toxic, non-corrosive, environmentally benign and human friendly and are formulated with the same proprietary surfactant blend.

One of RRLB’s lead products is EPA registered as a multipurpose, broad-spectrum antimicrobial and biocide. The formula is based on non-ionic surface active agents; benzalkonium chlorides that are field-tested as fast-acting germicides, algaecides, fungicides, and even in medical applications as a disinfecting wound irrigant and antiseptic.

This formula comprises of a blend of proprietary components which provides an advanced sanitizing, disinfecting, deodorizing and cleaning tool for general use in demanding decontamination applications, for healthier environments in homes, hospitals, nursing homes, schools, food processing plants and other facilities where controlling biological hazards is of prime importance.

EPA APPROVED PRODUCTS

Advanced Mold Remediation Products

Red Reef’s Protocol for mold remediation enables simplified and truly effective maintenance. Any site where mold of any description is present can be restored without tearing down of walls or dissecting A/C ducts. The active products can be applied by misting into ducts, wall cavities and rooms and are harmless to the integrity of exposed surfaces. The same delivery system tested by the US Marines and found effective against live and weaponized anthrax spores has been commercialized and destroys mold and fungal spores in homes and commercial buildings, providing healthier living environments.

BioClear® TKO is registered to us and is produced by us at our facility in Deerfield Beach, Florida. We maintain a small inventory of BioClear® TKO at our facility for sale to the Seminole Hard Rock Hotel and Casino in Hollywood, Florida, which purchases the product on a regular basis throughout the year.

Our three other EPA approved products are licensed from Stepan Company in Northfield, Illinois (see Exhibit 10.12). We do not pay a fee to license these products from Stepan but must certify to them that we comply with the Federal Insecticide, Fungicide and Rodenticide Act (FIFRA) regulations as they apply to the quality control, record keeping, labeling, distribution, and sale of each product. In addition, all of our initial product labels must be approved by Stepan prior to use by us. (See Government Regulation Issues on page 12 for a more detailed explanation of FIFRA.)

The three products licensed from Stepan are produced by GLH Chemical in Bethlehem, Georgia on a per order basis when we receive an order from a customer. We do not have a contract with GLH Chemical to blend our products; GLH is paid on a per order basis.

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BioClear® TKO Heavy Duty Cleaner for Mold – Mildew – Algae (Healthy Solutions 6000)

Mold, Mildew and Algae odor and stain remover

BioClear® TKO, which contains our proprietary blend of surfactants, acts by eradicating mold and algae growth to the roots. In doing so, it significantly delays re-growth of mold and algae on affected and vulnerable areas.

As a professional bioactive remedy, BioClear® TKO is categorized as a Dangerous Good (Corrosive 8), with bleach (Sodium Hypochlorite) as one of the active components. It must be handled carefully in its concentrated form. However, as soon as it is diluted 1:1 with water, it becomes harmless to the environment.

BioClear® TKO has been designed for indoor and outdoor use.

It has been carefully tested and successfully used on the following areas:

·	Concrete areas, including driveways

·	Terracotta tiles and roof tiles.

·	Sandstone surfaces.

·	Residential and public bathrooms and washrooms.

·	Outside walls (including painted walls).

·	Residential house remediation.

·	Building framework anti-mold treatment.

·	Wallboards.

Ceilings.

Basements

·	Canvas, including tents, sails, and patio umbrellas

BioClear®2000 Advanced Detergent/Disinfectant*

A surface disinfecting product designed specifically as a general cleaner and disinfectant for use in food service establishments, transportation terminals, office buildings and manufacturing facilities.

The unique delivery system of BioClear®2000 has the ability to eliminate biological contamination (including offensive or foul odors) without destroying or corrupting the contact surfaces and materials it resides on. BioClear®2000 kills harmful biological matter on contact.

The BioClear®2000 technology allows for retention and restoration of most contaminated sites, without a "removal and replacement" strategy other decontamination technologies suggest as a remedy to a contaminated area.

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BioClear®2000 is versatile - it can be wet fogged, sprayed, mopped, sponged or wiped on any surface or fabric. BioClear®2000 will decontaminate an area without danger to the technician applying the product, and to the environment or any surface, it comes in contact with, including delicate fabrics, metals or electronics.

In fact, wet fogging is highly recommended when addressing contaminated rooms, wall cavities, or hard to reach places, something a corrosive product can never be applied to.

BioClear®2000 is a sensible, environmentally friendly, responsible and effective solution to a great number of biological contaminations.

Cleaning and Disinfecting Products

BioClear® FF Poultry and Swine Premise Disinfectant Cleaner*

A phosphate free formulation designed to provide effective cleaning, deodorizing, and disinfection specifically for food processing plants, hog farms, poultry and turkey farms and egg processing plants, meat/poultry processing plants, meat/poultry producing establishments, veterinary clinics, animal life science laboratories, kennels, breeding and grooming establishments, pet animal quarters, zoos, pet shops, tack shops and other animal care facilities.

BioClear® MD Hospital Disinfectant/Cleaner*

Designed specifically as a general non-acid cleaner and disinfectant for use in homes, hospitals, nursing homes, patient rooms, operating rooms, and ICU areas where housekeeping is of prime importance in controlling the hazard of cross contamination.

* This product is licensed from and manufactured by a third-party supplier and does not contain RRLB's own proprietary blend of surfactants.

PRODUCTS CURRENTLY IN DEVELOPMENT

BioClear One features our core technology, our proprietary blend of surfactants, which is also a key component of the formula tested by two separate U.S. government laboratory facilities against weaponized anthrax with results of a 99.999999% kill rate in less than thirty minutes. Based on these successful test results, we believe that BioClear One is far superior to competitors’ products, including the BioClear®2000 Red Reef now markets. Similarly, it contains components that provide an advanced sanitizing, disinfecting, deodorizing and cleaning tool for general use in demanding decontamination applications. BioClear One is a safer, highly effective, easily applied product for a healthier environment in homes, hospitals, nursing homes, schools, food processing plants and other facilities where controlling biological hazards and cross-contamination is of prime importance; in addition to eliminating, not masking odors. What sets us apart is our ability to break surface tension on contact, spread and seek moisture, accomplishing any mission quickly and thoroughly. This activity allows us to use smaller concentrations of active ingredients without compromising effectiveness; hence, environment and human friendly.

When formulated as an “all in one” disinfectant, detergent, deodorizer, mildewstat, fungicide, sanitizer and virucide, it may be packaged and tailored for specific applications. Our goal is to produce a final product that will prove to be highly effective against a great number of harmful bacteria.

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Red Reef Silver Bullet Technology® for Bio-Defense

A specifically designed bio-defense variation is Red Reef Silver Bullet Technology® using the same proprietary blend of surfactants and specific optimized active components that have been proven to be effective in killing hard to kill bacterial spores. In two separate military-sponsored and funded tests, Red Reef Silver Bullet Technology® achieved a 99.999999% kill rate against biological Anthrax surrogates and two strains of weaponized bacterium Anthrax in less than 30 minutes. It is easier and safer to use than known competitive products. The competitive product (Chlorine Dioxide Gas), most commonly used, requires 12 hours to achieve a similar result, yet is toxic and corrosive. Silver Bullet Technology® has broad military and homeland defense bio-defense applications.

The uniqueness of our technology is the combination of active bacteria-killing components with “accelerator” factors, resulting in maximum sterilization and decontamination in the shortest period of time, using highly diluted, hence safer formulas.

SB4 Pet Habitat, for use in veterinary offices or hospitals, can be used to deodorize and clean public areas, waiting rooms, restrooms and other shared spaces. In addition, it can be used to clean pet and animal cages, feeding areas, dog runs and examination and operating rooms.

The Company has recently formulated a line of veterinarian products for horses to be marketed under the trade name Sound Equine. These independent field-tested, highly effective formulas are designed to eliminate fungal infections commonly affecting horses’ shanks and hooves. Further tests are required.

PRODUCT PRODUCTION

We currently produce most of our products in-house. We also have a principal contract manufacturer, GLH Chemical in Bethlehem, Georgia, to help in manufacturing of our products, in the event we could not produce anticipated future needs. In addition, other production facilities are available, if needed, to meet any demand for production. We believe sufficient quantities of raw materials for our products are readily available on the market such that production would not be unreasonably delayed, although we do not have any contracts for production of these raw materials. We use the following companies as our principal suppliers of raw materials:

·	Acti-Chem Specialties, Inc., Trumbull, Connecticut

·	Andri Chemical of America, Inc., Hollywood, Florida

·	Win Manuco Ltd., Burlington Ontario, Canada

SERVICES

Remediation

Our main office in Deerfield Beach, Florida provides the service of mold remediation. The company has sold products to remediators outside of Florida for their use in mold remediation services.

Our exclusive, innovative anti-microbial product line enables a remediation protocol that is easily executed, cost effective and environmentally safe. Ideally, it addresses the entire building and all its components.

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Red Reef BioClear Remediation Procedures

1. Identify and repair source of water intrusion

2. Confirm site is dry and ready to accept application

3. Decontaminate all occupied areas by wet fogging

4. Kill and clean visible mold by directly spraying and wiping

5. Kill non-visible mold (i.e. behind walls) by fogging

6. Air scrub entire house or building area by wet fogging

7. Arrange for Third Party Air Quality Specialist Clearance

8. Provide recommendation for repair and reconstruction in follow-up report

This unique state of the art process eliminates the need for time-consuming and costly containment barriers, negative-air machines, demolition, contaminated bagging & removal, off-site decontamination and disposal, and major reconstruction. We can save thousands of dollars in client relocation costs and lost production expenses as well. By consistently executing and our proven procedures from start to finish, we provide the highest quality and most effective remediation in the industry; and at a substantially lower cost.

SIGNIFICANT CUSTOMERS

Generally, we are not dependent on one or few major customers, as most of our revenue is generated by our mold remediation services. The majority of the mold remediation business comes through referrals and limited advertising, not through repeat customers. However, for the nine months ended June 30, 2007, one major customer, Benchmark China Ltd., who paid us $440,000 as a one-time fee for a licensing agreement, generated 98% of our revenues. The $440,000 in revenues from Benchmark China consisted of a $300,000 initial non-refundable fee and a $140,000 one-time fee for a licensing agreement for the right of first refusal to market and distribute all other BioClear products. Our agreement with Benchmark China, entered into on October 30, 2006, is for a period of ten years and gives them exclusive rights to market and distribute BioClear® FF in China and the Far East, excluding Japan and South Korea. We will receive 50% of fees paid for all assignments of rights to third parties and 10% of gross sales from all sources, regardless of price, payable quarterly. The loss of this major customer would have a negative impact on the future operations of our company.

DISTRIBUTION

We market our products using both current management personnel and outside independent sales and marketing companies. We currently have sales and marketing arrangements in place with the following organizations:

Guangzhou Benchmark Consultant Services Limited – On March 9, 2007, we executed an Agency Contract with Benchmark, in which they agreed to be our agent in China to sell our products in Asia. Benchmark will assist us with establishing an office in Guangzhou, China and obtaining the permits and licenses necessary to sell and distribute our products in the Chinese market. In return for Benchmark's services, we agreed to pay them $9,000 to cover fees associated with obtaining sales permits and licenses and a service fee of $6,000 per month for the first six months of the contract. After the initial six-month period, Benchmark will receive a 5% commission on wholesale revenue as a management fee. Our contract with Benchmark is for a term of five years and expires on March 8, 2012. A copy of our Agency Contract with Benchmark is attached as an exhibit to this filing.

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Jennifer Fox and James V. Magrino – We entered into a Direct Marketing and Sales Agreement with Jennifer Fox and James V. Magrino on March 28, 2007. Under the terms of the Agreement, Fox and Magrino have agreed to act as independent sales representatives to sell and promote our products and services in New York and New Jersey. Upon execution of the four-year contract with Fox and Magrino, they received a signing bonus of 5,000,000 shares (2,500,000 shares each) of our restricted stock. For each signed contract for the performance of our services, we agreed to pay Fox and Magrino a commission as follows: (a) 3% of contract billing during the first year; (b) 2% of contract billing during the second year; and (c) 1% of contract billing during the third year, and for any year thereafter.

We currently sell BioClear® TKO directly to the end user. Our end users are commercial customers, such as hotels, resorts and mold remediators, who use our products in services they provide to their own customers. We get most of our new customers through direct solicitation by us or by word of mouth from other customers. However, some customers have found us through our website and yellow page ads placed locally in Broward and Palm Beach counties in Florida.

We expect the growth in sales of all of our products to come primarily from marketing and distribution by others, such as independent manufacturer’s representatives and accessing existing distribution and fulfillment systems. As we identify new markets, we intend to seek representatives in those markets to offer our products for specific applications such as hospitality, health care and animal husbandry.

Our goal is to continue to expand our product lines with other proprietary products that will be distributed directly to other businesses such as veterinary and animal husbandry facilities, medical facilities, HVAC and other commercial cleaning services, as well as local government organizations such as municipalities for the maintenance of public spaces and schools. We also anticipate sales of new products to end users through e-commerce and distribution by wholesalers to retail outlets, which will generate new revenue in future years.

In addition, we continue to pursue strategic alliances with other corporations that have existing distribution networks. Our goal for these alliances is to create immediate distribution and fulfillment avenues for our products, while focusing on our capital resources.

Services are currently being provided utilizing our proprietary formulas in the area of mold remediation. Red Reef will continue to develop business and awareness for the BioClear Brand. We will continue to develop business locally and gradually expanding the local presence to reach adjoining territories. We acquired real estate in Napoleonville, Louisiana for several reasons; as a launching site for our remediation business, we feel the region presents challenges in restoration and remediation since Katrina that we are able to address competitively, affording an opportunity for immediate recognition and growth. It is Red Reef’s intention to create a one stop emergency restoration and remediation company able to offer superior service in all areas of restoration. Napoleonville is strategically located midway between New Orleans and Baton Rouge, ideal for the remediation industry as well as future development of the land. The site consists of 70 plus acres of land and buildings.

ACQUISITION OF ENVIRONMENTALLY DISTRESSED PROPERTIES

Red Reef entered into a Joint Venture with JDM Capital Corporation in New York City on or about January 23, 2007. Both Red Reef and JDM Capital became members of the new joint venture entity, JDM Reef Capital Management, LLC, which was formed as a Delaware limited liability company. Each member of JDM Reef Capital received a 50% interest in the company, consisting of 50 units, in exchange for an initial cash capital contribution of $50.

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JDM Reef Capital will seek out environmentally distressed properties and evaluate the scope of remediation and restoration required to restore maximum value to the property. JDM Reef Capital Funding, LLC, independently owned by JDM Capital Corporation and its associates, will then arrange the funding for purchase and restoration of the property. Red Reef will perform the remediation and restoration, using Red Reef products and protocols, and once restoration is complete, the property will be offered for sale at full value. JDM Capital Corporation is an unrelated full-service real estate investment, asset management, and special servicing company headquartered in New York City. A copy of our joint venture agreement with JDM is attached as an exhibit to this filing.

ACQUISITION OF ASSETS AND LIABILITIES OF ALTFUELS CORPORATION

During the quarter ended December 31, 2006, we acquired the assets and assumed the liabilities of Altfuels Corporation and its related organization L-1011, which included 80 acres in Napoleonville, Louisiana. We made this acquisition primarily to acquire the 80-acre site in Napoleonville as a launching site for our regional remediation business and for possible resale. However, we subsequently decided to develop the property as a medical research facility. We feel Louisiana and Mississippi present challenges in restoration and remediation, since Katrina and Rita, that we are able to address competitively, affording an opportunity for immediate recognition and growth. It is the our intention to create a mobile, one stop emergency restoration and remediation company , able to offer superior service in all areas of restoration for the region, including neighboring states.

The aggregate purchase was $400,195, the amount of the assumed liabilities of the L-1011 Corporation, which were in default at the time of the acquisition, for which judgments exist.

The value was determined by appraisal and written down to the amount of liabilities assumed. We are currently attempting to refinance the debt and remove the judgments.

COMPETITIVE BUSINESS CONDITIONS

The healthy environment cleaning and sanitizing markets are dominated by larger and better-financed companies with established distribution. However, we believe that we can compete in the healthy environment products and services industry by supplementing our current mold remediation services with other environmental remediation and restoration services and expanding our service range throughout Florida, the Gulf Coast and into other southeastern states.

We believe our unique approach at the way we deliver our chosen disinfecting agents at targeted bacteria, virus and fungi will help to give us a competitive edge over other companies in the same field. Most competitive products use harsh chemicals that can kill bacteria, viruses and fungi ON CONTACT only. Our family of products utilize the concerted effort of reducing surface tension to easily penetrate and kill the targeted organisms but also to spread themselves through and into an infested area, thereby actively seeking out the location where spores of bacteria and fungi are growing and reproducing, thus eliminating the known ill-effects of potentially dangerous allergens and toxins. In addition, we will continue to increase the “green” components of our products, making them even more suitable for providing a healthy environment for humans and animals alike.

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RRLB plans to enhance its competitive edge by combining innovative ideas for novel and superior products and formulations in the general field of healthy environments and quality of life. Unique, scientifically sound products designed by Red Reef Laboratories open attractive market niches that large and well-established companies neglect in spite of their obvious market dominance. We are one of the few companies in this area of business that can make claim to having a surface decontaminant tested by the U.S. government against two strains of weaponized Anthrax with significant positive results. This same core technology used in the formula tested by the government is applied in our commercial products. Since, biological threats such as mold, mildew and fungi are generally much easier to eradicate than a bacterial spore such as Anthrax, our specially developed and proprietary products will have a competitive and superior edge to other products on the market.

The conservative approach for mold remediation for instance, continues to follow the guidelines set forth in protocols for asbestos removal. This practice involves the removal, encapsulation and replacement of building materials where toxic mold is evident. Red Reef BioClear protocol in this application is far more advanced and calls for the removal and replacement of building materials only when the materials are compromised by water or rot. After removal of apparent mold with BioClear products, wood structures, dry walls, and in many instances even carpeting are restored to serviceable condition. Red Reef BioClear protocol is far more economical, faster and more efficient than most competitors’ methods of tearing out and replacing building materials as the method prescribed and approved by most States. These competitors have a temporary advantage over a new and more sophisticated protocol since they are also well established as catastrophe water intrusion, fire and smoke remediators and are often licensed building contractors; the status quo feeds directly into their profit centers. The fact remains that no other protocol for toxic mold removal proves to be as cost effective, easy to apply, or provides healthy indoor air quality with minimal intrusion.

The obstacles we face in mold remediation exist in the specific markets in which we intend to increase our market share with our innovative and superior technology. Large, well-established financially strong companies dominate the product fields for animal husbandry, special veterinary applications, bio-defense in military and homeland defense applications, hospital and nursing home contamination problems, and for specific skin care and cosmetics; however, we have extrapolated our extremely positive field and test results with our scientifically formulated advanced products in these very fields and have identified a significant and realistic potential for us to expand in these multi-billion dollar markets. Red Reef will rely on advertising, public relations and market requirements to create and capitalize on market awareness, exploit identified niche markets and concentrate on those areas that indicate acceptance and approval and whenever possible fill vacuums that exist.

INTELLECTUAL PROPERTY

In the industry in which we are active there is no requirement to obtain EPA registration to allow for the sale of general commercial and household cleaning products. However, EPA registration is required for products with specific claims on the product label of effectiveness against particular organisms. EPA registration signifies that an extensive data set has been submitted for review and approval and the EPA has approved the detailed label language.

Trademarks

BioClear: Environmental remediation, namely cleaning and disposal of mold from commercial buildings, homes and educational facilities and construction and repair of commercial buildings, homes and educational facilities in International Class 037.

Silver Bullet: Preparations for decontamination of chemical agents, biological agents and industrial chemicals. International Class 001 .

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EPA Registration

Healthy Solutions 6000 EPA Reg. No. 80434-1.

A Mold, Mildew and Algae Chlorinated Cleaner and Sanitizer for Hard Surfaces. Also for Water Treatment.

BioClear 2000 EPA Reg. No. 1839-81-80434 *

Advanced Detergent/Disinfectant/Cleaner/Mildewstat (on hard inanimate surfaces) /Fungicide(against pathogenic fungi)/Deodorizer/Disinfectant/Virucide.

BioClear FF Poultry and Swine Premise Disinfectant Cleaner EPA REG. NO. 1839-166-80434 *

A phosphate free formulation designed to provide effective cleaning, deodorizing, and disinfection specifically for food processing plant, hog farms, poultry and turkey farms and egg processing plants, meat/poultry processing plants, meat/poultry producing establishments, veterinary clinics, animal life science laboratories, kennels, breeding and grooming establishments, pet animal quarters, zoos, pet shops, tack shops and other animal care facilities.

BioClear® MD Hospital Disinfectant/Cleaner EPA REG. NO. 1839-83-80434 *

* This product is registered by and licensed from Stepan Company. We have a Licensing Agreement with Stepan to distribute and sell the product under our own brand name. No licensing fee or other consideration was paid to Stepan to grant us the EPA subregistration for the product.

GOVERNMENT REGULATION ISSUES

Companies who develop products to control pests are subject to regulation under Federal Laws. The products that are manufactured and sold by Red Reef specifically come under the authority of the Federal Insecticide, Fungicide and Rodenticide Act (FIFRA). FIFRA requires that before any person in any state or foreign country can sell or distribute any pesticide in the United States, they must obtain a registration from the U. S. Environmental Protection Agency (EPA). The term “pesticide,” as defined in FIFRA section 2(u), means any substance or mixture of substances intended for preventing, destroying, repelling, or mitigating any pest, virus, bacteria, or other micro-organism (except viruses, bacteria, or other micro-organism on or in living man or other living animals). Pesticides include fungicides, disinfectants, sanitizers, and germicides. After the registration process and submission of required data, an accepted label is stamped accepted and returned to the registrant for the registered product. Annual Pesticide Maintenance Fees are required for registered products. Anyone who sells/distributes a pesticide (including antimicrobial products such as disinfectants, sanitizers, and germicides) must (a) register that product in every state in which they intend to sell/distribute and (b) pay a registration fee. As of this date, only Alaska does not require a registration fee but does require registration.

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In order to “produce” defined to mean “to manufacture, prepare, propagate, compound, or process any pesticide ... or to repackage or otherwise change the container of any pesticide ...,” the plant(s) and/or facility must be registered. Upon registration an establishment number is assigned. The label and/or container must bear the registration number as well as the establishment number. Annual reports are required to be submitted to the U.S. EPA indicating the amount produced, repackaged/relabeled for the past year, amount sold/distributed for the past year U.S. and Foreign, and amount to be produced/repackaged/ relabeled for the current year.

Red Reef is registered and has been assigned EPA Establishment No. 80434-FL-1. In addition, our contract manufacturers are registered EPA establishments.

Regulation under FIFRA would only have a material effect on our business if we were unable to obtain approval from the EPA on registration applications submitted for any new products developed requiring such approval and registration. Otherwise, we do not foresee any substantial changes in government regulations that could adversely affect the production, sale and distribution of our products at this time.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS (FEDERAL, STATE, AND LOCAL)

The company is not producing any products that are hazardous to the environment and does not foresee any changes in the business line that could adversely affect the environment. The company does not anticipate any material costs for environmental compliance for its business activities.

GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES

Products that are classified under the Federal Insecticide, Fungicide, Rodenticde Act as "pesticides" require that the manufacturer register each product and its label with the EPA before it can be manufactured for commercial use. At present, the company has finalized two formulations that fall into the "pesticide" category. These products are production ready but we still have to submit data on six acute toxicity studies known as the EPA's "Six Pack," which include acute oral, acute dermal and acute inhalation toxicity texts, skin and eye irritation tests, and a dermal (skin) sensitization test. In addition to these toxicity studies, tests on the effectiveness of the products on specific organisms are required. After the required data is compiled, a label is created specifying the company’s requested site applications and uses for the product. We would then submit our proposed label, a statement of all claims to be made for the product, directions for its use, a confidential statement of the formula and a description of the tests which provide the basis for our claims to the EPA for their review and ruling. If the registration application is approved, an accepted label is stamped "accepted" and returned to us for the registered product.

The first is a formula tested on behalf of the USMC against weaponized Anthrax and would be targeted initially as a surface disinfectant useable in animal husbandry applications such as disinfecting facilities and equipment used in livestock production, including poultry farms.

The second formula is a broad-use surface disinfectant that would include use for mold, mildew and fungi surface disinfection, as well as site uses in animal husbandry, veterinarian and medical facilities and certain pieces of equipment, food and non-food surfaces.

Once the company has submitted the data and has a final version label acceptable to the EPA, the products will be available to bring to market for the uses and site applications mentioned.

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RESEARCH AND DEVELOPMENT

We spent a total of approximately $3,000 on research and development activities during the last two fiscal years. All such costs were absorbed by the company and none were borne directly by customers.

ITEM 17. MANAGEMENT’S DISCUSSION AND ANALYSIS

With the exception of historical facts stated herein, the matters discussed in this report are "forward looking" statements that involve risks and uncertainties that could cause actual results to differ materially from projected results. Such "forward looking" statements include, but are not necessarily limited to, statements regarding anticipated levels of future revenues and earnings from our operations. Readers of this report are cautioned not to put undue reliance on "forward looking" statements, which are, by their nature, uncertain as reliable indicators of future performance. We disclaim any intent or obligation to publicly update these "forward looking" statements, whether because of new information, future events, or otherwise. In addition, the uncertainties include, but are not limited to, competitive conditions involving our markets.

Red Reef Laboratories International, Inc. (“We”/”Us”) was incorporated in the State of Florida on October 1, 2002 as GSC Global, Inc. We filed Articles of Amendment to the Articles of Incorporation on January 10, 2005 changing the corporate name to Red Reef Laboratories International, Inc. Our objective is to become the premier mold remediation company in Florida and beyond.

We will utilize a unique "streamlined" decontamination process enabled by new state-of-the-art mold-killing products that create exceptional profit potential. Leveraging our exclusive proprietary technology to these products, we will look to develop additional applications in other industries creating new revenue opportunities. We intend to use infusions of capital and/or debt to launch operations, secure or develop exclusive synergetic product rights, establish a market position, and achieve significant financial goals.

To inform the reader and provide more decision usefulness herein, the following paragraphs were written describing more of what we do, the services we provide and the products we offer.

Our company has, since inception, focused on providing the means (products) and eventual services for a "healthy environment" for humans and for animal husbandry. Based on an innovative formulation of chemical compounds suitable for our initial product introductions, RRLB has produced a product line for various applications of disinfection, sanitation, decontamination and mold remediation.

Some of our BioClear products are sold to the hospitality industry for cleaning and disinfecting purposes and are used by departments such as general housekeeping and facilities maintenance.

When providing mold remediation services, we also use our BioClear products if cleaning and sanitizing of surfaces is necessary during the process. Although we generally make use of these products only through our in-house mold remediation service; however, at times we will also sell to mold remediation companies outside of our service area.

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RESULTS OF OPERATIONS

For the three and nine months ended June 30, 2007 and 2006 (unaudited)

Revenues

Net revenues were $1,703 and $450,900 for the three months and nine months ended June 30, 2007, respectively, compared to net revenues of $-0- and $73,332 for the three months and nine months ended June 30, 2006, respectively. The increase in revenues for the nine month period was attributable to a one-time fee of approximately $440,000 for a licensing agreement, paid to us by our largest customer, Benchmark China Ltd. and to our selling increased surface decontamination products and specialized services in the fight against bacteria, viruses and fungi (mold) infestations of our living environment. The $440,000 in revenues from our largest customer consisted of a $300,000 initial non-refundable fee and a $140,000 one-time fee for a licensing agreement for the right of first refusal to market and distribute all other BioClear products.

Income / Loss

We had net (losses) of $(466,639) and $(570,020) for the three months and nine months ended June 30, 2007, respectively, compared to net (losses) of $(547,562) and $(720,897) for the three months and nine months ended June 30, 2006, respectively. The net losses in these periods were primarily due to depreciation expense, which were $16,722 and $3,448 in the nine months ended June 30, 2007 and 2006, respectively. We also had increases in expenses in the 2007 period versus the 2006 period as discussed in the next paragraph

Expenses

Operating expenses for the three months and nine months ended June 30, 2007 were $467,242 and $1,023,599, respectively, compared to operating expenses of $542,029 and $768,293 for the three months and nine months ended June 30, 2006, respectively. Depreciation expense fees as mentioned above and consulting fees expenses of $466,931 and $554,110 for the nine months ended June 30, 2007 and 2006, respectively, were the primary reasons for the changes in the respective periods. We issued $372,500 worth of common shares, comprised of 43,750,000 shares per the footnotes to our financial statements, during the nine months ended June 30, 2007 for services rendered by outside consultants. We issued $500,000 worth of common shares during the nine months ended June 30, 2006 for services rendered by outside consultants. Our fees for consulting services in 2006, which consisted of legal and administrative services, advice on NASD filings and overall planning, coordination and direction of our research and development activities, were higher because we required more assistance from consultants to complete the process of becoming a publicly traded company.

Cost of Revenue

Cost of revenue primarily includes sales of our products. During the nine months ended June 30, 2007, we had a cost of revenues of $190, or less than one percent of revenues. We had a cost of revenues of $1,093 for the nine months ended June 30, 2006.

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Impact of Inflation

We believe that inflation has had a negligible effect on operations during the three-month and nine-month periods ended June 30, 2007 and the comparative periods in the previous period. We believe that we can offset inflationary increases in the cost of revenue by increasing revenue and improving operating efficiencies.

Liquidity and Capital Resources

Net cash flows used in operating activities were $225,594 and $180,775 for the nine months ended June 30, 2007 and 2006, respectively, primarily attributable to a net loss, which were $570,020 and $720,897 for the nine months ended June 30, 2007 and 2006, offset by depreciation expense of $16,722 and $3,448 for the nine months ended June 30, 2007 and 2006, respectively, shares issued for consulting services during the nine months ended June 30, 2007 in the amount of $372,500, and shares issued for director’s compensation in the amount of $5,000 for the nine months ended June 30, 2007.

Net cash flows used in investing activities were $50,742 and $16,689 for the nine months ended June 30, 2007 and 2006, respectively, primarily attributable to a $50,000 expenditure made for an acquisition deposit during the nine months ended June 30, 2007. We also purchased property and equipment in the amounts of $742 and $16,689 during the nine months ended June 30, 2007 and 2006, respectively.

Net cash flows provided by financing activities were $265,757 and $205,227 for the nine months ended June 30, 2007 and 2006, attributable to sales of common stock which generated cash in the amounts of $497,250 and $100,000 during the nine months ended June 30, 2007 and 2006, respectively. We had an increase (decrease) loans and advances from stockholders, net during the nine months ended June 30, 2007 and 2006 in the amounts of $(231,493) and $105,227, respectively.

Overall, we have funded all of our cash needs from October 1, 2006 through June 30, 2007 with proceeds from issuance of our common stock.

On June 30, 2007, we had cash of $4,566 on hand. We do not presently generate sufficient revenue to fund our operations and the planned development of our business. In order to sustain our current operations and develop our business plan, we will require funds for working capital.

We primarily depend on our mold remediation service operations for our working capital needs. Projected revenues from our mold remediation services are approximately $250,000 for the remainder of 2007.

In addition, our intention is to negotiate product distribution agreements with foreign distributors abroad through our office and agent in Guangzhou, China and complete the approval process allowing the sale of our products in China. All of these activities are intended to generate additional capital.

We may also attempt to raise additional working capital through the sale of equity, debt or a combination of equity and debt. We do not presently have any firm commitments for additional working capital and there are no assurances that such capital will be available to us when needed or upon terms and conditions which are acceptable to us. If we are able to secure additional working capital through the sale of equity securities, the ownership interests of our current stockholders will be diluted. If we raise additional working capital through the issuance of debt or additional dividend paying securities, our future interest and dividend expenses will increase.

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We did raise capital, complete acquisitions, and satisfy obligations recently through the use of our equity. During the nine months ended June 30, 2007, 34,269,091 shares were issued for $497,250 in cash; 1,200,000 shares were issued to acquire the assets and liabilities of Altfuels Corporation and related organization’s assets and liabilities; 2,406,324 shares were issued to convert $40,000 in debt, including $2,115 in accrued interest; 43,750,000 shares were issued for consulting services; and 1,000,000 shares were issued for Board of Directors compensation.

We estimate we will need $2,000,000 in the next 12 months to fulfill the requirements of our business plan, including completing our acquisition of Certified Environmental Services in the fourth calendar quarter of 2007. Currently, our available and anticipated capital from our business operations would be sufficient to sustain us for eight months but would be insufficient to complete the acquisition of Certified Environmental Services. We are exploring public and private sector opportunities to finance the acquisition of Certified Environmental Services.

If we are unable to secure additional working capital as needed, our ability to increase sales, meet our operating and financing obligations as they become due or continue our business and operations could be in jeopardy.

No significant amount of our trade payables has been unpaid within the stated trade term. Other than the following judgment, we are not subject to any unsatisfied liens or settlement obligations. We have $400,195 in judgments payable on property as per our footnotes to the financial statements herein. This property is subject to seizure and sale under Louisiana state law for the non-payment of the Community Bank judgment. No writ of seizure has been issued, nor is any sheriff sale currently set by the Sheriff of Assumption Parish.

For the years ended September 30, 2006 and 2005 (audited)

Net Loss

We had a net loss of $2,132,643 and $596,752, for the years ended September 30, 2006 and 2005, respectively. The net losses in these periods were due primarily to general and administrative expenses, which were $2,208,002 and $608,976 for the years ended September 30, 2006 and 2005, respectively.

Revenue

We recorded revenues of $76,575 and $12,224 for the years ended September 30, 2006 and 2005, respectively. The increase in revenues was attributable to our selling increased surface decontamination products and specialized services in the fight against bacteria, viruses and fungi (mold) infestations of our living environment. The majority of our revenues, $44,500 and $10,715, for the years ended September 30, 2006 and 2005, respectively, was primarily derived from services performed in the field of mold remediation, as compared to $32,075 and $1,509, respectively, for product sales for the same periods.

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Expenses

Operating expenses for the years ended September 30, 2006 and 2005 were $2,208,002 and $608,976, respectively. Professional fees were the primary reason for the increases in the respective periods in that we issued $800,000 and $245,000 worth of our common shares for services rendered during the years ended September 30, 2006 and 2005, respectively. We recorded $1,200,000 in accrued expenses in our statement of operations for the year ended September 30, 2006 for consulting services, which consisted of legal and administrative services, advice on NASD filings and overall planning, coordination and direction of our research and development activities. Of our total revenues for the year ended September 30, 2006, approximately $32,000 was from the sale of products and our gross profit on the sale of products is approximately 96%. The rest of our revenues came from providing services. The majority of revenues for the year ended September 30, 2005 were from mold remediation services.

Liquidity and Capital Resources

Net cash flows used in operating activities were $34,611, $197,810 for the years ended September 30, 2006 and 2005, respectively, primarily attributable to a net loss, which were $2,132,643, and $596,752 for the years ended September 30, 2006 and 2005, offset by the increases in accounts payable in both periods.

Net cash flows from investing activities for the years ending September 30, 2006 and 2005 were $16,689 and $-0-, respectively. There was $16,689 in cash flows used in investing activities for the year ended September 30, 2006 that was used for the purchase of fixed assets.

Net cash flows provided by financing activities were $64,744, $185,250 for the years ended September 30, 2006 and 2005, mainly attributable to $138,196, and $253,828 proceeds from loans from minority stockholders in the years ended September 30, 2006 and 2005, respectively.

Overall, we have funded all of our cash needs from inception through September 30, 2006 with shareholder loans.

On September 30, 2006, we had cash of $15,144 on hand. We do not presently generate sufficient revenue to fund our operations and the planned development of our business. In order to sustain our current operations and develop our business plan, we will require funds for working capital.

We are not in default or in breach of any note, loan, lease or other indebtedness or financing arrangement requiring us to make payments.

No significant amount of our trade payables has been unpaid within the stated trade term. We are not subject to any unsatisfied judgments, liens or settlement obligations.

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ITEM 18. DESCRIPTION OF PROP ERTY

The company’s 3,000+ square foot office facility located in Deerfield Beach, Florida is in good condition and consists of four executive offices, one secretary/bookkeeping office, a copier/storage room, small lab space, warehouse and staging area.

The company leases its facility from the Hillsborough Executive Center, whose property is managed by CF Property Management Services, Inc.

On March 25, 2003, the company entered into a forty-two month operating lease agreement for its office facilities. In March 2004, the company extended its lease for another twelve months until September 2007.

ITEM 19. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following tables set forth the ownership, as of November 28, 2007, of our common stock (a) by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, and (b) by each of our directors, by all executive officers and our directors as a group. To the best of our knowledge, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted.

Security Ownership of Certain Beneficial Owners (1)(2)

Name and Address of Beneficial Owner	Amount and Nature of Ownership	Percentage of Class

Claus Wagner-Bartak & Maria H. Wagner-Bartak, JT TEN 2508 Northwest 6 ^th Court Boynton Beach, FL 33426	141,750,000 Direct	14.29%
Peter Versace 5851 Holmberg Road, Apt. 2412 Parkland, FL 33067	141,750,000 Direct	14.29%
Guido Volante 735 Lake Shore Drive Delray Beach, FL 33444	141,750,000 Direct	14.29%
John Spargo 11212 Waples Mill Road Fairfax, VA 22030	141,750,000 Direct	14.29%
Lynn Michels-Hambro 6461 NW 2 ^nd Avenue, Apt. 412 Boca Raton, FL 33487	66,150,000 Direct	6.67%

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Security Ownership of Directors and Officers (1)(2)

Name and Address of Beneficial Owner	Amount and Nature of Ownership	Percentage of Class

Claus Wagner-Bartak & Maria H. Wagner-Bartak, JT TEN 2508 Northwest 6 ^th Court Boynton Beach, FL 33426	141,750,000 Direct	14.29%
Peter Versace 5851 Holmberg Road, Apt. 2412 Parkland, FL 33067	141,750,000 Direct	14.29%
John Spargo 11212 Waples Mill Road Fairfax, VA 22030	141,750,000 Direct	14.29%
All directors and officers as a group	425,250,000	42.87%
Total Outstanding	991,949,390	100.0%

Notes to the table:

(1)

(2)	This table is based upon information obtained from our stock records. We believe that each shareholder named in the above table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned.

ITEM 20. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's securities trade on the over-the-counter market "pink sheets." The Company's trading symbol is "RRLB." On November 28, 2007, the closing price was $0.01. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions. The following sets forth the high and low range of closing prices for the quarterly periods indicated as reported by the National Quotation Bureau:

	Closing
	High	Low

12/31/2006	1.70	.07

3/31/2007	.16	.01

6/30/2007	.02	.01

9/30/2007	.01	.01

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Holders

As of November 28, 2007, the number of holders of record of shares of common stock, excluding the number of beneficial owners whose securities are held in street name was approximately 209.

Dividend Policy

The Company does not anticipate paying any cash dividends on its common stock in the foreseeable future because it intends to retain its earnings to finance the expansion of its business. Thereafter, declaration of dividends will be determined by the Board of Directors in light of conditions then existing, including without limitation the Company's financial condition, capital requirements and business condition.

Agreements to Register.

None.

Holders.

As of November 28, 2007 there were 209 holders of record of our common stock.

Shares Eligible for Future Sale.

Upon effectiveness of this registration statement, only the 224,604,546 shares of common stock sold in this offering will be freely tradable without restrictions under the Securities Act of 1933. The shares held by our affiliates will be restricted by the resale limitations under Rule 144 under the Securities Act of 1933.

In general, under Rule 144 as currently in effect, any of our affiliates and any person or persons whose sales are aggregated who has beneficially owned his or her restricted shares for at least one year, may be entitled to sell in the open market within any three-month period a number of shares of common stock that does not exceed the greater of (i) 1% of the then outstanding shares of our common stock, or (ii) the average weekly trading volume in the common stock during the four calendar weeks preceding such sale. Sales under Rule 144 are also affected by limitations on manner of sale, notice requirements, and availability of current public information about us. Non-affiliates, who have held their restricted shares for one year may be entitled to sell their shares under Rule 144 without regard to any of the above limitations, provided they have not been affiliates for the three months preceding such sale.

Further, Rule 144A as currently in effect, in general, permits unlimited resale of restricted securities of any issuer provided that the purchaser is an institution that owns and invests on a discretionary basis at least $100 million in securities or is a registered broker-dealer that owns and invests $10 million in securities. Rule 144A allows our existing stockholders to sell their shares of common stock to such institutions and registered broker-dealers without regard to any volume or other restrictions. Unlike under Rule 144, restricted securities sold under Rule 144A to non-affiliates do not lose their status as restricted securities.

The availability for sale of substantial amounts of common stock under Rule 144 could adversely affect prevailing market prices for our securities.

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Dividends.

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payment of dividends will depend on our earnings and financial position and such other factors, as the Board of Directors deems relevant.

Only the 224,604,546 shares of common stock sold in this offering will be freely tradable without restrictions under the Securities Act of 1933. The shares held by our affiliates will be restricted by the resale limitations under Rule 144 under the Securities Act of 1933.

Dividend Policy.

All shares of common stock are entitled to participate proportionally in dividends if our Board of Directors declares them out of the funds legally available. These dividends may be paid in cash, property or additional shares of common stock. We have not paid any cash dividends since our inception and presently anticipate that all earnings, if any, will be retained for development of our business. Any future dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Our Shares are "Penny Stocks" within the Meaning of the Securities Exchange Act of 1934

Our Shares are "penny stocks" within the definition of that term as contained in the Securities Exchange Act of 1934, generally equity securities with a price of less than $5.00. Our shares will then be subject to rules that impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, unless the broker-dealer or the transaction is otherwise exempt, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the Registered Representative and current bid and offer quotations for the securities. In addition a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account, the account’s value and information regarding the limited market in penny stocks. As a result of these regulations, the ability of broker-dealers to sell our stock may affect the ability of Selling Security Holders or other holders to sell their shares in the secondary market. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. These additional sales practice and disclosure requirements could impede the sale of Red Reef Laboratories’ securities, if our securities become publicly traded. In addition, the liquidity for Red Reef Laboratories’ securities may be adversely affected, with concomitant adverse affects on the price of Red Reef Laboratories’ securities. Our shares may someday be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

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ITEM 21. EXECUTIVE COMPENSATION

No compensation in excess of $100,000 was awarded to, earned by, or paid to any executive officer of Red Reef Laboratories International, Inc. during the years 2006, 2005, and 2004, except as described below. The following table and the accompanying notes provide summary information for each of the last three fiscal years concerning cash and non-cash compensation paid or accrued by our President and Vice President.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compen- sation ($)	Nonquali- fied Deferred Compensa- tion Earnings ($)	All Other Compensa- tion ($)	Total ($)
Claus Wagner Bartak Chairman and President	2006 2005 2004	$16,250 - -	- - -	- - -	- - -	- - -	- - -	- - -	$16,250 - -
Peter Versace Vice President, Secretary and Director	2006 2005 2004	$16,250 - -	- - -	- - -	- - -	- - -	- - -	- - -	$16,250 - -

We plan to continue to compensate Mr. Wagner-Bartak and Mr. Versace in a similar manner into the foreseeable future provided we have enough funds to do so.

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ITEM 22. FINANCIAL STATEMENTS.

RED REEF LABORATORIES INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
AS OF JUNE 30,


*ASSETS*	2007

CURRENT ASSETS
Cash and cash equivalents	$	4,566
Inventories		4,009
Deferred income tax assets, net of valuation allowance		-

TOTAL CURRENT ASSETS		8,575

PROPERTY AND EQUIPMENT, NET		481,697

ACQUISITION DEPOSIT		50,000

SECURITY DEPOSITS		8,526

TOTAL ASSETS	$	548,798

*LIABILITIES AND DEFICIENCY IN ASSETS*

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	101,524
Settlement payable		35,000
Judgments payable on property and equipment acquired		400,195

TOTAL CURRENT LIABILITIES		536,719

DUE TO STOCKHOLDERS		67,092

TOTAL LIABILITIES		603,811

COMMITMENTS AND CONTINGENCIES (NOTE 8)

DEFICIENCY IN ASSETS
Preferred stock:$.001 par value: 10,000,000 shares
authorized: none issued		-
Common stock: $.001 par value; 3,000,000,000 shares
authorized:856,272,286 issued and outstanding		856,272
Additional paid-in capital		3,074,575
Advances to stockholders		(140,171	)
Deficit		(3,845,689	)
TOTAL DEFICIENCY IN ASSETS		(55,013	)

TOTAL LIABILITIES AND DEFICIENCY IN ASSETS	$	548,798


See accompanying notes

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RED REEF LABORATORIES INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED JUNE 30,

	2007						2006
	Three months			Nine months			Three months			Nine months
	Ended June			Ended			Ended June			Ended
	June 30			June 30			June 30			June 30

REVENUES
Product sales	$	908		$	5,908		$	-		$	28,832
Services		795			4,297			-			44,500
License agreements		-			440,695			-			-

TOTAL REVENUES		1,703			450,900			-			73,332

COST OF REVENUES EARNED		-			190			-			1,093

SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES		467,242			1,023,599			542,029			768,293


OPERATING LOSS		(465,539	)		(572,889	)		(542,029	)		(696,054	)

OTHER INCOME (EXPENSE)
Interest income		-			8,564			7,897			7,897
Interest expense		(1,100	)		(3,994	)		(9,773	)		(29,319	)
Other expenses		-			(1,701	)		(3,657	)		(3,421	)
TOTAL OTHER INCOME (EXPENSE)		(1,100	)		2,869			(5,533	)		(24,843	)

LOSS BEFORE PROVISION FOR INCOME TAXES		(466,639	)		(570,020	)		(547,562	)		(720,897	)

PROVISION FOR INCOME TAXES		-			-			-			-

UTILIZATION OF NET OPERATING LOSS CARRY FORWARD		-			-			-			-

NET LOSS	$	(466,639	)	$	(570,020	)	$	(547,562	)	$	(720,897	)


WEIGHTED AVERAGE SHARES - BASIC AND DILUTED		799,045,000			742,045,000			671,862,000			671,862,000

NET LOSS PER SHARE - BASIC AND DILUTED	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)


See accompanying notes

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RED REEF LABORATORIES INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED JUNE 30,

	2007			2006

Net Loss	$	(570,020	)	$	(720,897	)

Adjustments to reconcile net loss to net cash used by operating activities
Depreciation		16,722			3,448
Shares issued for services		372,500			500,000
Shares issued for board of director's compensation		5,000			-
Shares issued for interest		1,100			-
Changes in assets and liabilities:

Decrease in inventory		190			-
Increase (decrease) in accounts payable, accrued and other liabilities		(51,086	)		36,674

Net cash provided by operating activities		(225,594	)		(180,775	)

Cash flows from financing activities
Sale of common stock		497,250			100,000
Change in loans and advances from stockholders, net		(231,493	)		105,227

Net cash provided by in financing activities		265,757			205,227

Cash flows from investing activities
Increase in acquisition deposit		(50,000	)		-
Purchase of property and equipment		(742	)		(16,689	)

Net cash used in investing activities		(50,742	)		(16,689	)

INCREASE IN CASH AND CASH EQUIVALENTS		(10,579	)		7,763

CASH AND CASH EQUIVALENTS, BEGINNING		15,145			1,700

CASH AND CASH EQUIVALENTS, ENDING	$	4,566		$	9,463


Supplemental Disclosures:
Shares of common stock issued for services	$	372,500		$	500,000
Shares of common stock issued to acquire assets	$	20,000		$	-
Shares of common stock issued to satisfy long-term debt	$	42,115		$	-
Property and equipment purchased through judgments payable	$	450,195		$	-
Interest paid	$	-		$	-
Interest received	$	-		$	-
Income taxes paid	$	-		$	-


See accompanying notes

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Nine months ended June 30, 2007 and 2006

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Red Reef Laboratories International, Inc., (the Company) is developing products for animal husbandry, veterinary applications, hospital decontamination, military and homeland defense uses, and a variety of indoor air quality concerns, based on proprietary surface decontaminating technology.

In the last quarter of 2005, the Company launched its BioClear Mold remediation division, which is engaged in providing services utilizing exclusive proprietary products for commercial as well as residential properties. Red Reef has also begun to establish commercial accounts offering TKO, a proprietary, EPA registered, hard surface mold, mildew and algae cleaner and surface sanitizer.

Cash and cash equivalents

Cash and cash equivalents consist of time deposits and liquid instruments with original maturities of three months or less.

Revenue and Cost Recognition

The Company recognizes revenue when its products are shipped or services are rendered. Licensing fee revenues are recognized as revenue when all contract terms have been completed. Cost of revenues earned includes purchases of chemical products and additional additives to develop our proprietary products, including freight and shipping expenses. Cost of revenues also includes salaries of the individuals who provide the services.

Inventories

Inventories consist principally of raw materials used in manufacturing. Inventories are valued at the lower of cost or market. Cost is determined by the first-in, first-out method.

Joint Venture

The Company’s investment in the joint venture, JDM Reef Capital Management LLC (JDM) is accounted for under the equity method. Accordingly, the investment will be carried at cost, adjusted for their proportionate share of profits and losses of the joint venture following the guidance in APB-18. The joint venture has no assets or operations as of the period ending June 30, 2007. The purpose of the joint venture is to seek out environmentally distressed properties and evaluate the scope of remediation and restoration required to restore the maximum value of the property. JDM will arrange the funding for the purchase and restoration of such properties. Red Reef will perform the restoration, using Red Reef products and protocols, and then the property will be offered for sale at full value.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Nine months ended June 30, 2007 and 2006

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and Equipment and Depreciation

Property and equipment is recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets ranging from 5 to 39 years. Maintenance and repairs are charged to expense as incurred, while major renewals and betterments are capitalized. When items of property, plant and equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the statements of income and retained earnings for that period.

Income Taxes

Income taxes are computed under the provisions of the Financial Accounting Standards Board (FASB) Statement No. 109 (SFAS 109), Accounting for Income Taxes. SFAS 109 is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of the difference in events that have been recognized in the Company's financial statements compared to the tax returns. These differences relate principally to depreciation and bad debt allowances.

Concentrations of Business and Credit Risk Arising from Cash Deposits in Excess of Insured Limits

The Company maintains its cash balances in one financial institution located in Deerfield Beach, Florida. The balances are insured by the Federal Deposit Insurance Corporation up to $100,000. At June 30, 2007, there were no uninsured balances.

Licensing Agreement The Company entered into a definitive binding agreement with Benchmark China Ltd, for exclusive manufacturing and distribution rights to the Company’s Proprietary Surface Decontaminant product, BioClear™ FF, including the use of the name, BioClear™ FF. The agreement is for ten years and automatically renewable unless notice in writing of intent to terminate is presented ninety days prior to expiration date. The agreement also required an initial non-refundable fee for the exclusive rights to market and distribute BioClear™ FF for $300,000 (Three Hundred Thousand Dollars). The Company will receive 50% of fees paid for all assignments of rights to third parties and 10% of gross sales from all sources, regardless of price, payable quarterly, the Company has no further duties or continuing responsibilities under the agreement.

Major Customer For the nine months ended June 30, 2007, total revenues from the Company’s largest customer approximated $440,000, 98% of the total revenues for the period, the $140,000 was a one-time fee for a licensing agreement, the remaining $300,000 was from the initial non-refundable fee. The $140,000 one-time fee for a licensing agreement was for the right of first refusal to market and distribute all other BioClear products. Revenue on this one-time licensing fee was recognized as earned when all contract terms were completed and it is non-recurring.

Advertising

The Company expenses advertising costs as they are incurred. Advertising expenses for the nine months ended June 30, 2007 totaled $24,928.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Nine months ended June 30, 2007 and 2006

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The accompanying unaudited financial statements have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations. In the opinion of management, the unaudited interim financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. All adjustments are of a normal recurring nature, except as otherwise noted below.

These financial statements should be read in conjunction with Red Reef Laboratories International, Inc.’s (the "Company") audited consolidated financial statements and notes thereto for the year ended September 30, 2006, included in the Company's Registration Statement, Form 10-SB, filed May 23, 2007, with the Securities and Exchange Commission. The results of operations for the interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.

Fair Value of Financial Instruments

Cash and cash equivalents, loans and advances to stockholders, accounts payable and accrued liabilities are carried at amounts which reasonably approximate their fair value due to the short-term nature of these amounts or due to variable rates of interest which are consistent with current market rates.

Basic and Fully Diluted Net Loss Earnings Per Common Share

The Company follows the provisions of Statements of Financial Accounting Standards No. 28 (SFAS 128), “Earnings Per Share.” SFAS No. 128 requires companies to present basic earnings (loss) per share (EPS) and diluted EPS, instead of primary and fully diluted EPS presentations that were formerly required. Basic EPS is computed by dividing net income or loss by the weighted average number of common shares outstanding during each year. For this quarter, the Company has no potentially dilutive instruments.

Impairment of Long-Lived Assets

The Company follows FASB Statement No. 144 (SFAS 144), “Accounting for the impairment of Long-Lived Assets.” SFAS 144 requires that long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. When required, impairment losses on assets to be held and used are recognized bases on the fair value of the asset. Long-lived assets to be disposed of, if any, are reported at the lower of carrying amount of fair value less cost of sale.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Nine months ended June 30, 2007 and 2006

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, an amendment of SFAS 133 and 140.

This statement establishes, among other things, the accounting for certain derivatives embedded in other financial instruments, which are referred to as hybrid financial instruments. The statement simplifies accounting for certain hybrid financial instruments by permitting fair value re-measurement for any hybrid financial instruments that contain an embedded derivative that otherwise would require bifurcation. The statement is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006, or January 1, 2007 for the Company.

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets, an amendment of SFAS 140. This statement establishes, among other things, the accounting for all separately recognized servicing assets and liabilities. This statement amends SFAS No. 140 to require that all separately recognized servicing assets and liabilities be initially measured at fair value. An entity that uses derivative instruments to mitigate the risk inherent in servicing assets and liabilities may carry servicing assets and liabilities at fair value. The statement is effective at the beginning of an entity’s first fiscal year that begins after September 15, 2006, or January 1, 2007 for the Company.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (SFAS 157) “Fair Value Measurements.” The statement is effective at the beginning of an entity’s first fiscal year that begins after September 15, 2006, or January 1, 2007 for the Company.

SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” requires an employer with publicly traded equity securities to recognize the funded status of a benefit plan and the related disclosure requirements. The effective date is December 31, 2006.

The adoption of these new pronouncements is not expected to have a material effect on the Company's financial position or results of operations.

NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

Computer equipment and software	$	4,538
Furniture and fixtures		3,229
Vehicles		30,503
Buildings		154,863
Machinery and equipement		95,830
Subtotal		288,963
Accumulated depreciation		(26,768	)
Land		219,502
Total Property and Equipement	$	481,697

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Nine months ended June 30, 2007 and 2006

NOTE 2 - PROPERTY AND EQUIPMENT (continued)

Total depreciation expense for the nine months ended June 30, 2007, amounted to $16,722. Most of this property and equipment ($470,195) was acquired for stock and assumption of debt (See Notes 6 and 7).

The estimated value of the assets acquired was contractually valued at $1,192,487. An amount equivalent to 10% ($50,395) was discounted as commission and cost of future sales. The remaining difference of $671,358 reduced by the assets on a pro rata basis.

NOTE 3 - RELATED PARTY TRANSACTIONS

Loans and Advances to Stockholders

The Company loaned and advanced funds to three shareholders. These loans and advances are unsecured, bear interest at 8%, and are due on demand. Outstanding advances totaled $140,171 at June 30, 2007. These amounts include accrued interest receivable of $54,803. Accrued interest receivable has been recorded as additional paid-in capital.

Due to Stockholders

Due to stockholders at June 30, 2007, consisted of the following:

8% convertible notes from a minority shareholder, due on demand	$	45,000
Loan from shareholder, unsecured, due on demand, and accrues interest at 8%		22,092
Total due to stockholders	$	67,092

Interest expense for the period ended June 30, 2007, was $7,615. Interest payable at June 30, 2007, for the above was $46,808.

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities as of June 30 consisted of the following:

Trade accounts payable	$	39,990
Accrued interest		46,808
Accrued payroll, taxes and benefits payable		14,726
Total accounts payable and accrued liabilites	$	101,524

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Nine months ended June 30, 2007 and 2006

NOTE 5 - INCOME TAXES

Deferred income taxes and benefits for the nine-months ended June 30, 2007, are provided for certain income and expenses which are recognized in different periods for tax and financial reporting purposes. The tax effects (computed at 20.5%) of these temporary differences and carry-forwards that give rise to significant portions of deferred tax assets and liabilities, consist of the following:

Deferred Income tax assets:
Expected income tax	$	-
Net operating loss carryfoward		651,692
Total deferred tax assets		651,692
Deferred Income tax liabilities:
Excess tax depreciation over book depreciation		6,608
Less valuation allowance		645,084
Net deferred income tax assets	$	-

The Company has a net operating loss carryover for federal income tax purposes of approximately $3,093,528 expiring in September 2026. However, if the Company has an ownership change as defined in Section 382 of the Internal Revenue Code, the Company may be limited in its ability to utilize the loss carry-forwards. A valuation allowance of $645,084 has been established to eliminate the deferred tax benefit that exists because it is uncertain that the benefit will ever be realized.

NOTE 6 - STOCKHOLDERS' EQUITY

The Company has authorized 3,000,000,000 shares of $.001 par value common stock.

During the nine months ended June 30, 2007, 34,269,091 shares were issued for $497,250 in cash; 1,200,000 shares were issued to acquire the assets and liabilities of Altfuels Corporation and related organizations’ assets and liabilities; 2,406,324 shares were issued to convert $40,000 in debt including $2,115 in accrued interest; 43,750,000 shares were issued for consulting services; and 1,000,000 shares were issued for Board of Director compensation. The Company has not issued any cash dividends, and plans to reinvest any income in the Company. The providers of consulting services were not related parties.

On December 1, 2006, the Company resolved to increase the number of issued and outstanding shares of common stock by way of a forward stock split (the Stock Split) in the amount of 1 share for 6 shares. All common stock amounts in this report have been restated to account for the stock split and retroactive effect has been given to financial statements to the stock split.

NOTE 7 – ACQUISITION AND JUDGMENTS PAYABLE

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Nine months ended June 30, 2007 and 2006

NOTE 7 – ACQUISITION AND JUDGMENTS PAYABLE (CONTINUED)

growth. It is the Company's intention to create a mobile, one-stop emergency restoration and remediation company, able to offer superior service in all areas of restoration for the region, including neighboring states.

The aggregate purchase was $400,195, the amount of the assumed liabilities of the L-1011 Corporation, which were in default at the time of the acquisition, for which judgments exist.

The value was determined by appraisal and written down to the amount of liabilities assumed. The Company is currently attempting to refinance the debt and remove the judgments. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

Property, plant and equipment	$	400,195
Total assets acquired		400,195

Judgments payable		400,195
Total liabilities assumed		400,195
Net assets acquired	$	-

The judgments, which are secured by the acquired land, buildings and machinery, consist of the following:

Iberville Bank	$	236,046
Community Bank		124,086
Capital Bank		29,000
S/Savoie Inc.		10,000
Property tax due		1,063
Total judgments payable	$	400,195

The refinancing of these judgments are still under discussion and negotiations. This property is subject to seizure and sale under Louisiana state law for the non-payment of the Community Bank judgment. No writ of seizure has been issued, nor is any sheriff sale currently set by the Sheriff of Assumption Parish.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

The Company was involved in a civil law suit as a defendant. The case was Global Bio Solutions vs. Kopperud et.al. filed June 17, 2004, in the San Diego Superior Court, Case number GIC831566 for negligence. The plaintiff alleged that Kopperud and other parties involved including the Company were negligent for a missed business opportunity. The Company settled out of court on June 13, 2006, with the plaintiff, for $35,000, to begin accruing interest in June 30, 2007 (due date) at 8% per annum. As a result of the settlement, the case was dismissed on June 20, 2006.

On January 1, 2005, the Company entered into a sixty-month operating lease agreement for its office facilities, which provides for monthly lease payments of $3,103, plus sales tax, with annual rent increases of 5%.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Nine months ended June 30, 2007 and 2006

NOTE 8 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

The following is a schedule of estimated future minimum rental payments required under the operating lease as of June 30, 2007:

2007	$	29,323
2008		39,860
2009		40,685
2010		41,530
2011		42,411
Total	$	193,809

NOTE 9 – GOING CONCERN AND MANAGEMENT’S PLANS

As reflected in the accompanying financial statements, the Company recognized a net loss of $570,020 for the nine months ended June 30, 2007. The ability of the Company to continue as a going concern is dependent upon its ability to obtain financing and achieve profitable operations. The Company’s intention is to negotiate product distribution agreements with foreign distributors abroad. The plan also includes raising capital through private stock offerings. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

NOTE 10 – SUBSEQUENT EVENTS

The Company has signed a letter of intent to purchase Certified Environmental Services, Inc. (CES) for $2,800,000, and has placed $110,000 in escrow towards the purchase (acquisition deposit). The Company has paid $110,000 in escrow to CES for extensions requested on the initial agreement. As of June 30, 2007, there was $50,000 in escrow. The Company anticipates completing the purchase of Certified Environmental Services, Inc. in the fourth calendar quarter of 2007. The transaction is currently structured as a cash purchase contingent upon the Company’s ability to raise the funds necessary for the acquisition.

The Company has applied for approval to sell BioClear®FF in China, The Company has established a sales office in Guangzhou, China.

The Company declared a 5% stock dividend for holders of record as of July 12, 2007, the accompanying financial statements have been retroactively effected for this stock dividend.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors

Red Reef Laboratories International, Inc.

We have audited the accompanying balance sheets of Red Reef Laboratories International, Inc. as of September 30, 2006 and 2005, and the related statements of operations, deficiency in assets, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Red Reef Laboratories International, Inc. as of September 30, 2006 and 2005, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 9 to the financial statements, the accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has used, rather than provided, cash from operating activities, had a working capital deficiency, and has a deficit of $3,275,669 that raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue operations is subject to its ability to secure additional capital to meet its obligations and to fund operations. Management's plans in regard to these matters are also described in Note 9 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Dohan and Company, C.P.A., P.A.

Certified Public Accounts

Miami, Florida

April 23, 2007

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RED REEF LABORATORIES INTERNATIONAL, INC.
BALANCE SHEETS
SEPTEMBER 30,

	2006
*ASSETS*

CURRENT ASSETS
Cash and cash equivalents	$	15,144
Inventories		4,199
Deferred income tax assets, net of $645,084 and
$120,980 valuation allowance, respectly		-

TOTAL CURRENT ASSETS		19,343

PROPERTY AND EQUIPMENT, NET		27,483

SECURITY DEPOSITS		8,526

TOTAL ASSETS	$	55,352

*LIABILITIES AND DEFICIENCY IN ASSETS*

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	152,610
Accrued consulting services to be paid in stock		1,200,000
Settlement payable		35,000

TOTAL CURRENT LIABILITIES		1,387,610

SETTLEMENT PAYABLE		-
DUE TO STOCKHOLDERS		453,485

TOTAL LIABILITIES		1,841,095

COMMITMENTS AND CONTINGENCIES (NOTES 8 and 10)

DEFICIENCY IN ASSETS
Preferred stock:$.001 par value: 10,000,000 shares
authorized: none issued		-
Common stock: $.001 par value; 3,000,000,000 shares
authorized: 671,862,000 issued and outstanding		671,862
Additional paid-in capital		1,179,584
Loans and advances to shareholders		(361,520	)
Deficit		(3,275,669	)
TOTAL DEFICIENCY IN ASSETS		(1,785,743	)

TOTAL LIABILITIES AND DEFICIENCY IN ASSETS	$	55,352


SEE ACCOMPANYING NOTES

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RED REEF LABORATORIES INTERNATIONAL, INC
STATEMENT OF DEFICIENCY IN ASSETS

					Additional		Loans and						Total
	Common Stock				Paid-in		Advances to						Deficiency
Description	Shares		Amount		Capital		Stockholders			Deficit			in Assets

Balance, September 30, 2004		640,350,000		640,350		51,933		(88,597	)		(546,274	)		57,412

Shares issued for services		14,700,000		14,700		230,300					-			245,000
Shares issued for cash		4,212,000		4,212		65,988					-			70,200
Accrued interest receivable from stockholders		-		-		16,827					-			16,827
Change in loans and advances to stockholders		-		-		-		(199,471	)					(199,471	)
Net Loss for the year ended September 30, 2005		-		-		-					(596,752	)		(596,752	)

Balance, September 30, 2005		659,262,000		659,262		365,048		(288,068	)		(1,143,026	)		(406,784	)

Shares issued for services		12,600,000		12,600		787,400					-			800,000
Accrued interest receivable from stockholders		-		-		27,136					-			27,136
Change in loans and advances to stockholders								(73,452	)					(73,452	)
Net Loss for the year ended September 30, 2006		-		-		-					(2,132,643	)		(2,132,643	)

Balance, September 30, 2006		671,862,000		671,862		1,179,584		(361,520	)		(3,275,669	)		(1,785,743	)


SEE ACCOMPANYING NOTES

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RED REEF LABORATORIES INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
SEPTEMBER 30,

	2006			2005

PRODUCTS	$	32,075		$	1,509
SERVICES		44,500			10,715
TOTAL REVENUES		76,575			12,224

COST OF REVENUES EARNED		1,216			-

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		2,208,002			608,976


OPERATING LOSS BEFORE INCOME TAXES		(2,132,643	)		(596,752	)

PROVISION FOR INCOME TAXES		-			-

NET LOSS	$	(2,132,643	)	$	(596,752	)

WEIGHTED AVERAGE SHARES - BASIC AND DILUTED		665,191,315			646,722,792

NET LOSS PER SHARE - BASIC AND DILUTED	$	(0.00	)	$	(0.00	)


SEE ACCOMPANYING NOTES

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RED REEF LABORATORIES INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
SEPTEMBER 30,

	2006			2005

Net loss	$	(2,132,643	)	$	(596,752	)

Adjustments to reconcile net income to net cash used by operating
activities
Depreciation		4,825			2,680
Stock issued for services		800,000			245,000
Changes in assets and liabilities:
Decrease in Inventories		1,216			62,124
Decrease in security deposits		-			5,420
Increase in accounts payable, accrued and other liabilities		1,291,991			83,718

Net cash used by operating activities		(34,611	)		(197,810	)

Cash flows from financing activities:
Proceeds from loans from minority stockholders		138,196			253,828
Change in loans and advances from stockholders, net		(73,452	)		(138,778	)
Common stock issuance		-			70,200

Net cash provided by in financing activities		64,744			185,250

Cash flows investing activities:
Purchase of property and equipment		(16,689	)		-

Net cash used in investing activities		(16,689	)		-

INCREASE IN CASH AND CASH EQUIVALENTS		13,444			(12,560	)

CASH AND CASH EQUIVALENTS, BEGINNING		1,700			14,260

CASH AND CASH EQUIVALENTS, ENDING	$	15,144		$	1,700


Supplemental Disclosures:
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-
Interest received	$	-		$	-


SEE ACCOMPANYING NOTES

Table of Contents

NOTES TO FINANCIAL STATEMENTS

OF RED REEF LABORATORIES INTERNATIONAL, INC.

September 30, 2006 and 2005

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations Red Reef Laboratories International, Inc., (the Company) is developing products for animal husbandry, veterinary applications, hospital decontamination, military and homeland defense uses, and a variety of indoor air quality concerns, based on proprietary surface decontaminating technology.

Cash and cash equivalents Cash consists of time deposits and liquid instruments with original maturities of three months or less.

Revenue and Cost Recognition The Company recognizes revenue when its products are shipped or services are rendered. Licensing fee revenues are recognized as revenue when all contract terms have been completed. Cost of revenues earned includes purchases of chemical products and additional additives to develop our proprietary products, including freight and shipping expenses.

Inventories Inventories consist principally of raw materials used in manufacturing. Inventories are valued at the lower of cost or market. Cost is determined by the first-in, first-out method.

Property and Equipment and Depreciation Property and equipment is recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets ranging from 5 to 39 years. Maintenance and repairs are charged to expense as incurred, while major renewals and betterments are capitalized. When items of property, plant and equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the statements of income and retained earnings for that period.

Income Taxes Income taxes are computed under the provisions of the Financial Accounting Standards Board (FASB) Statement No. 109 (SFAS 109), Accounting for Income Taxes. SFAS 109 is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of the difference in events that have been recognized in the Company's financial statements compared to the tax returns. These differences relate principally to depreciation and bad debt allowances.

Concentrations of Business and Credit Risk Arising from Cash Deposits in Excess of Insured Limits The Company maintains its cash balances in one financial institution located in Deerfield Beach, Florida. The balances are insured by the Federal Deposit Insurance Corporation up to $100,000. As of September 30, 2006 and 2005, the Company had no uninsured balances that exceeded the FDIC limit.

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NOTES TO FINANCIAL STATEMENTS

OF RED REEF LABORATORIES INTERNATIONAL, INC.

September 30, 2006 and 2005

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Advertising The Company expenses the advertising costs as they are incurred. Advertising expenses for the quarter ended December 31, 2006 totaled $0 and $2,495, respectively.

Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments Cash and cash equivalents, loans and advances to stockholders, accounts payable and accrued liabilities are carried at amounts which reasonably approximate their fair value due to the short-term nature of these amounts or due to variable rates of interest which are consistent with current market rates.

Basic and Fully Diluted Net Loss Earnings Per Common Share The Company follows the provisions of Statements of Financial Accounting Standards No. 28 (SFAS 128), “Earnings Per Share.” SFAS No. 128 requires companies to present basic earnings (loss) per share (EPS) and diluted EPS, instead of primary and fully diluted EPS presentations that were formerly required. Basic EPS is computed by dividing net income or loss by the weighted average number of common shares outstanding during each year. For this quarter, the Company has no potentially dilutive instruments.

Impairment of Long-Lived Assets The Company follows FASB Statement No. 144 (SFAS 144), “Accounting for the impairment of Long-Lived Assets”. SFAS 144 requires that long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. When required, impairment losses on assets to be held and used are recognized bases on the fair value of the asset. Long-lived assets to be disposed of, if any, are reported at the lower of carrying amount of fair value less cost of sale.

Recent Accounting Pronouncements In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, an amendment of SFAS 133 and 140.

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NOTES TO FINANCIAL STATEMENTS

OF RED REEF LABORATORIES INTERNATIONAL, INC.

September 30, 2006 and 2005

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The adoption of these new pronouncements is not expected to have a material effect on the Company's financial position or results of operations.

NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	2006			2005

Computed equipment and software	$	3,797		$	3,797
Furniture and fixtures		3,229			3,229
Vehicles		30,503			13,814
Subtotal		37,529			20,840
Accumulated depreciation		(10,045	)		(5,221	)
Total Property and Equipement	$	27,484		$	15,619

Total depreciation expense for the year ended September 30, 2006 and 2005, amounted to $4,825 and $2,680, respectively.

NOTE 3 - RELATED PARTY TRANSACTIONS

Loans and Advances to Stockholders The Company loaned and advanced funds to three shareholders. These loans and advances are unsecured, bear interest at 8%, and are due on demand. Outstanding advances totaled $307,775 and $288,068 at September 30, 2006 and 2005 respectively. These amounts include accrued interest receivable of $53,789 and $26,610 at September 30, 2006 and 2005, respectively. Accrued interest receivable from stockholders has been recorded as additional paid-in capital.

Due to Stockholders

Due to stockholders consisted of the following:

	2006		2005

8% convertible notes from minority shareholders, due on demand	$	105,000	$	50,000
8% convertible note from shareholder, due November 2007		50,000		20,000
Three year 8% convertible note, due January 2006		-		20,000
Three year 8% convertible note, due May 2006		-		15,000
Three year 8% convertible note, due November 2006		-		50,000
Loan from 20% stockholder, unsecured, due on demand, 8% interest		298,486		187,425
Total due to stockholders	$	453,486	$	342,425

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NOTES TO FINANCIAL STATEMENTS

OF RED REEF LABORATORIES INTERNATIONAL, INC.

September 30, 2006 and 2005

NOTE 3 - RELATED PARTY TRANSACTIONS (CONTINUED)

Interest expense was $39,092 and $15,731 for the periods ending September 30, 2006 and 2005, respectively. Interest payable at September 30, 2006 and 2005 for the above was $39,092 and $15,332, respectively.

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consisted of the following:

	2006		2005

Trade accounts payable	$	64,493	$	15,344
Accrued interest		54,423		15,332
Accrued payroll, taxes and benefits payable		7,000		7,236
Accrued Liabilities		26,694		22,707
Other taxes payable		-		-
Total accounts payable and accrued liabilites	$	152,610	$	60,619

NOTE 5 - INCOME TAXES

Deferred income taxes and benefits for the year ended September 30, 2006, are provided for certain income and expenses which are recognized in different periods for tax and financial reporting purposes. The tax effects (computed at 20.5%) of these temporary differences and carry-forwards that give rise to significant portions of deferred tax assets and liabilities, consist of the following:

	2006		2005
Deferred Income tax assets:
Expected income tax	$	-	$	-
Net operating loss carryfoward		651,692		122,334
Total deferred tax assets		651,692		122,334
Deferred Income tax liabilities:
Excess tax depreciation over book depreciation		6,608		1,354
Less valuation allowance		645,084		120,980
Net deferred income tax assets	$	-	$	-

The Company has a net operating loss carryover for federal income tax purposes of approximately $3,128,986 expiring in September 2026. However, if the Company has an ownership change as defined in Section 382 of the Internal Revenue Code, the Company may be limited in its ability to utilize the loss carry-forwards. A valuation allowance of $645,084 has been established to eliminate the deferred tax benefit that exists because it is uncertain that the benefit will ever be realized.

NOTE 6 - STOCKHOLDERS' EQUITY

The Company has authorized 3,000,000,000 shares of $.001 par value common stock.

During the year ended September 30, 2006, the Company issued 12,600,000 shares for $800,000 in services. The providers of these services were not related parties.

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NOTES TO FINANCIAL STATEMENTS

OF RED REEF LABORATORIES INTERNATIONAL, INC.

September 30, 2006 and 2005

NOTE 6 - STOCKHOLDERS' EQUITY (CONTINUED)

All common stock amounts in this report have been restated to account for the stock split and retroactive effect has been given to financial statements to the stock split.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company was involved in a civil law suit as a defendant. The case was Global Bio Solutions vs. Kopperud et al. filed June 17, 2004, in the San Diego Superior Court, Case number GIC831566 for negligence. The plaintiff alleged that Kopperud and other parties involved including the Company were negligent for a missed business opportunity. The Company settled out of court on June 13, 2006, with the plaintiff, for $35,000, to begin accruing interest in June 2007 at 8% per annum. As a result of the settlement, the case was dismissed on June 20, 2006; this amount is reflected as settlement payable in the balance sheet.

The following is a schedule of estimated future minimum rental payments required under the operating lease as of September 30, 2006:

2007	$	33,389
2008		39,860
2009		40,685
2010		41,530
2011		42,411
Total	$	197,875

NOTE 8 – GOING CONCERN AND MANAGEMENT’S PLANS

As reflected in the accompanying financial statements, while the Company recognized net loss of $2,132,643 for the year ended September 30, 2006. The Company has not generated significant recurring gross profit sufficient to sustain the operations. The ability of the Company to continue as a going concern is dependent upon its ability to obtain financing and achieve profitable operations. The Company’s intention is to negotiate product distribution agreements with foreign distributors abroad. The plan also includes raising capital through private stock offerings. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

The Company anticipates that the acquisitions, which are a going concerns will result in an extremely positive revenue and profit generation.

NOTE 9 – SUBSEQUENT EVENTS

The Company has signed a letter of intent to purchase Certified Environmental Services, Inc. for $2,800,000, and has placed $100,000 in escrow towards the purchase (acquisition deposit). The Company anticipates completing the purchase of Certified Environmental Services, Inc. in the fourth calendar quarter of 2007. The transaction is currently structured as a cash purchase contingent upon the Company’s ability to raise the funds necessary for the acquisition.

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NOTES TO FINANCIAL STATEMENTS

OF RED REEF LABORATORIES INTERNATIONAL, INC.

September 30, 2006 and 2005

NOTE 9 – SUBSEQUENT EVENTS (CONTINUED)

During the quarter ended December 31, 2006, the Company acquired the assets and assumed the liabilities of Altfuels Corporation and its related organization L-1011, which included 80 acres in Napoleonville, Louisiana. The Company made this acquisition primarily to acquire the 80-acre site in Napoleonville as a launching site for its regional remediation business and for possible resale. However, the Company subsequently decided to develop the property as a medical research facility. The Company feels Louisiana and Mississippi present challenges in restoration and remediation, since Katrina and Rita, that they are able to address competitively, affording an opportunity for immediate recognition and growth. It is the Company's intention to create a mobile, one-stop emergency restoration and remediation company, able to offer superior service in all areas of restoration for the region, including neighboring states. In the first calendar quarter of 2007, the Company received Federal Environmental Protection Agency registration approval for its products; BioClear 2000 Advanced Detergent Disinfectant, BioClear RD Hotel and Restaurant Disinfectant/Cleaner, BioClear MD Hospital Disinfectant Cleaner and BioClear FF Poultry and Swine Premise Disinfectant Cleaner. The Company is aggressively pursuing avenues for national distribution of these products.

In the second calendar quarter of 2007, the company opened a branch office located in the warehouse section of the company owned property at 244 Highway L 1011, Napoleonville, LA, 70390. The purpose of this office is to provide initial support to establish a headquarters for environmental remediation.

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Altfuels Corporation
Consolidated Balance Sheet
September 30, 2006
(Unaudited)

*ASSETS*

Property, plant and equipment		450,195

TOTAL ASSETS	$	450,195

*LIABILITIES AND DEFICIENCY IN ASSETS*

Judgments payable, including accrued interest		443,017

TOTAL LIABILITIES		443,017

COMMITMENTS AND CONTINGENCIES (NOTE 7)

STOCKHOLDER'S EQUITY		7,178

TOTAL STOCKHOLDER'S EQUITY		7,178

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$	450,195


SEE ACCOMPANYING NOTES

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Altfuels Corporation
Consolidated Statement of Operations
For the nine-months ended September 30, 2006
(Unaudited)


TOTAL REVENUES		-

SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES		-


OPERATING INCOME BEFORE INTEREST AND INCOME TAXES		-

INTEREST		21,533

LOSS BEFORE INCOME TAXES		(21,533	)

PROVISION FOR INCOME TAXES		-

NET LOSS	$	(21,533	)

WEIGHTED AVERAGE SHARES - BASIC AND DILUTED		5,000

NET LOSS PER SHARE - BASIC AND DILUTED		(4.31	)


SEE ACCOMPANYING NOTES

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Altfuels Corporation
Consolidated Statement of Stockholder's Equity
(Unaudited)

					Additional		Retained			Total
	Common Stock				Paid-in		Earnings			Stockholder's
Description	Shares		Amount		Capital		(Deficit)			Equity
Balance, December 31, 2005		5,000	$	5,000	$	-	$	23,711		$	28,711

Net loss for the nine-months ended September 30, 2006		-		-		-		(21,533	)		(21,533	)

Balance, September 30, 2006		5,000	$	5,000		-	$	2,178		$	7,178


SEE ACCOMPANYING NOTES

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Altfuels Corporation
Consolidated Statement of Cash Flows
For the nine-months ended September 30, 2006
(Unaudited)


Net Loss	$	(21,533	)

Adjustments to reconcile net income to net cash used by operating
activities
Accrued interest on judgments payable		21,533
Net cash provided by operating activities		-

Cash flows from financing activities:

Net cash provided by in financing activities		-

Cash flows from investing activities:

Net cash provided by investing activities		-

INCREASE IN CASH AND CASH EQUIVALENTS		-

CASH AND CASH EQUIVALENTS, BEGINNING		-

CASH AND CASH EQUIVALENTS, ENDING	$	-


Supplemental Disclosures:
Income taxes paid	$	-
Interest paid	$	-
Interest received	$	-


SEE ACCOMPANYING NOTES

Table of Contents

NOTES TO FINANCIAL STATEMENTS

OF ALTFUELS CORPORATION

September 30, 2006 (Unaudited)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations Altfuels Corporation and its subsidiary, L1011 Corporation (the Company) is an inactive dormant company located in Napoleonville, Louisiana. In November 2006 the assets were acquired and the liabilities were assumed.

Cash and Cash Equivalents Cash consists of time deposits and liquid instruments with original maturities of three months or less.

Impairment of Long-Lived Assets The Company follows FASB Statement No. 144 (SFAS 144), “Accounting for the impairment of Long-Lived Assets.” SFAS 144 requires that long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. When required, impairment losses on assets to be held and used are recognized bases on the fair value of the asset. Long-lived assets to be disposed of, if any, are reported at the lower of carrying amount of fair value less cost of sale. The Company’s assets were written down to the amount of the liabilities assumed. Since the Company was inactive and dormant, the write down was charged against stockholder’s equity.

Basic and Fully Diluted Net Loss Per Common Share The Company follows the provisions of FASB Statement No. 128 (SFAS No. 128), “Earnings Per Share”. SFAS No. 128 requires companies to present basic earnings per share (EPS) and diluted EPS, instead of primary and fully diluted EPS presentations that were formerly required by Accounting Principles Board Opinion No. 15, “Earnings Per Share.” Basic EPS is computed by dividing net income or loss by the weighted average number of common shares outstanding during each year. For the period presented, the Company had no potentially dilutive instruments.

Recent Accounting Pronouncements In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, an amendment of SFAS 133 and 140. This statement establishes, among other things, the accounting for certain derivatives embedded in other financial instruments, which are referred to as hybrid financial instruments. The statement simplifies accounting for certain hybrid financial instruments by permitting fair value re-measurement for any hybrid financial instruments that contain an embedded derivative that otherwise would require bifurcation. The statement is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006, or January 1, 2007 for the Company.

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NOTES TO FINANCIAL STATEMENTS

OF ALTFUELS CORPORATION

September 30, 2006 (Unaudited)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The adoption of these new pronouncements is not expected to have a material effect on the Company's financial position or results of operations.

NOTE 2. GOING CONCERN AND MANAGEMENT’S PLAN

As reflected in the accompanying financial statements, the Company incurred net losses of approximately $21,600 for the nine-months ended September 30, 2006. The Company has been dormant and inactive for the past few years. The ability of the Company to continue as a going concern is dependent upon its ability to obtain financing to pay off the judgments. In November 2006, the Company was acquired by Red Reef Laboratories International, Inc. and their plan includes raising equity capital. The Company is also in negotiations with the financial institutions to pay off their judgments.

NOTE 3. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

Buildings	$	154,863
Land		219,502
Machinery and equipment		75,830

Subtotal		450,195
Accumulated depreciation		-
Total Property, Plant and Equipment	$	450,195

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NOTES TO FINANCIAL STATEMENTS

OF ALTFUELS CORPORATION

September 30, 2006 (Unaudited)

NOTE 4. JUDGMENTS PAYABLE

The judgments, which are secured by the acquired land, buildings and machinery, consist of the following:

Iberville Bank	$	281,065
Community Bank		121,889
Capital Bank		29,000
S/Savoie Inc.		10,000
Property tax due		1,063

Total Judgments Payable	$	443,017

The refinancing of these judgments is still under discussion and negotiations.

NOTE 5. INCOME TAXES

At September 30, 2006, the Company had a net operating loss carryforward. During November 2006, there was a significant ownership change in the Company as defined in Section 382 of the Internal Revenue Code. As a result of these changes, the Company’s ability to utilize net operating losses available before the ownership change is restricted to a percentage of the market value of the Company at the time of the ownership change. Therefore, substantial net operating loss carryforwards will in all likelihood be reduced or eliminated in future years due to the change in ownership.

NOTE 6. SUBSEQUENT EVENTS

In November 2006, the Company’s assets were acquired and its liabilities were assumed by Red Reef Laboratories International, Inc.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors

Altfuels Corporations

We have audited the accompanying consolidated balance sheets of Altfuels Corporation and its subsidiary L1011 Corporation (the Company) as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholder’s equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Altfuels Corporation and its subsidiary L1011 Corporation as of December 31, 2005 and 2004, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements, as discussed in Note 2 to the financial statements, have been prepared assuming that the Company will continue as a going concern. The Company has been dormant and inactive and has judgments payable in the amount of $421,484. These factors, and others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Dohan and Company, P.A.

Certified Public Accountants

Miami, Florida

September 12, 2007

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Altfuels Corporation
Consolidated Balance Sheet

December 31,	2005		2004

*ASSETS*

Property, plant and equipment		450,195		450,195

TOTAL ASSETS	$	450,195	$	450,195

*LIABILITIES AND DEFICIENCY IN ASSETS*

Judgments payable, including accrued interest		421,484		392,773

TOTAL LIABILITIES		421,484		392,773

COMMITMENTS AND CONTINGENCIES (NOTE 7)

STOCKHOLDER'S EQUITY		28,711		57,422

TOTAL STOCKHOLDER'S EQUITY		28,711		57,422

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$	450,195	$	450,195


SEE ACCOMPANYING NOTES

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Altfuels Corporation
Consolidated Statement of Operations

For the years ended December 31,	2005			2004


TOTAL REVENUES		-			-

SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES		-			-


OPERATING INCOME BEFORE INTEREST AND INCOME TAXES		-			-

INTEREST		28,711			28,711

LOSS BEFORE INCOME TAXES		(28,711	)		(28,711	)

PROVISION FOR INCOME TAXES		-			-

NET LOSS	$	(28,711	)	$	(28,711	)

WEIGHTED AVERAGE SHARES - BASIC AND DILUTED		5,000			5,000

NET LOSS PER SHARE - BASIC AND DILUTED		(5.74	)		(5.74	)


SEE ACCOMPANYING NOTES

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Altfuels Corporation
Consolidated Statement of Stockholder's Equity

					Additional		Retained			Total
	Common Stock				Paid-in		Earnings			Stockholder's
Description	Shares		Amount		Capital		(Deficit)			Equity

Balance, December 31, 2003		5,000	$	5,000	$	-	$	81,133		$	86,133

Net loss for the year ended December 31, 2004		-		-		-		(28,711	)		(28,711	)

Balance, December 31, 2004		5,000		5,000		-		52,422			57,422

Net loss for the year ended December 31, 2005		-		-		-		(28,711	)		(28,711	)

Balance, December 31, 2005		5,000	$	5,000		-	$	23,711		$	28,711


SEE ACCOMPANYING NOTES

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Altfuels Corporation
Consolidated Statement of Cash Flows

For the years ended December 31,	2005			2004


Net Loss	$	(28,711	)	$	(28,711	)

Adjustments to reconcile net income to net cash used by operating
activities
Accrued interest on judgments payable		28,711			28,711
Net cash provided by operating activities		-			-

Cash flows from financing activities:

Net cash provided by in financing activities		-			-

Cash flows from investing activities:

Net cash provided by investing activities		-			-

INCREASE IN CASH AND CASH EQUIVALENTS		-			-

CASH AND CASH EQUIVALENTS, BEGINNING		-			-

CASH AND CASH EQUIVALENTS, ENDING	$	-		$	-


Supplemental Disclosures:
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-
Interest received	$	-		$	-


SEE ACCOMPANYING NOTES

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NOTES TO FINANCIAL STATEMENTS

OF ALTFUELS CORPORATION

December 31, 2005 and 2004

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents Cash consists of time deposits and liquid instruments with original maturities of three months or less.

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NOTES TO FINANCIAL STATEMENTS

OF ALTFUELS CORPORATION

December 31, 2005 and 2004

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The adoption of these new pronouncements is not expected to have a material effect on the Company's financial position or results of operations.

NOTE 2. GOING CONCERN AND MANAGEMENT’S PLAN

As reflected in the accompanying financial statements, the Company incurred net losses of approximately $28,771 for the years ended December 31, 2005, and 2004. The Company has been dormant and inactive for the past few years. The ability of the Company to continue as a going concern is dependent upon its ability to obtain financing to pay off the judgments. In November 2006, the Company was acquired by Red Reef Laboratories International, Inc. and their plan includes raising equity capital. The Company is also in negotiations with the financial institutions to pay off their judgments.

NOTE 3. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following as of December 31, 2005, and 2004:

	2005		2004

Buildings	$	154,863	$	154,863
Land		219,502		219,502
Machinery and equipment		75,830		75,830

Subtotal		450,195		450,195
Accumulated depreciation		-		-
Total Property, Plant and Equipment	$	450,195	$	450,195

NOTE 4. JUDGMENTS PAYABLE

The judgments, which are secured by the acquired land, buildings and machinery, consist of the following as of December 31, 2005, and 2004:

	2005		2004

Iberville Bank	$	266,124	$	246,204
Community Bank		115,297		106,506
Capital Bank		29,000		29,000
S/Savoie Inc.		10,000		10,000
Property tax due		1,063		1,063

Total Judgments Payable	$	421,484	$	392,773

The refinancing of these judgments is still under discussion and negotiations.

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NOTES TO FINANCIAL STATEMENTS

OF ALTFUELS CORPORATION

December 31, 2005 and 2004

NOTE 5. INCOME TAXES

At December 31, 2005, the Company had a net operating loss carryforward. During 2006, there was a significant ownership change in the Company as defined in Section 382 of the Internal Revenue Code. As a result of these changes, the Company’s ability to utilize net operating losses available before the ownership change is restricted to a percentage of the market value of the Company at the time of the ownership change. Therefore, substantial net operating loss carryforwards will in all likelihood, be reduced or eliminated in future years due to the change in ownership.

NOTE 6. SUBSEQUENT EVENTS

In November 2006, the Company’s assets were acquired and its liabilities were assumed by Red Reef Laboratories International, Inc.

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ITEM 23. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Dohan and Company, P.A. audited our financial statements for the years ending September 30, 2007 and September 30, 2006. We have not had any disagreements with our accountants.

PART II INFORMATION NOT REQUIRED TO BE INCLUDED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table is an itemization of all expenses, without consideration to future contingencies, incurred or expected to be incurred by our Corporation in connection with the issuance and distribution of the securities being offered by this prospectus. Items marked with an asterisk (*) represent estimated expenses. We have agreed to pay all the costs and expenses of this offering. These estimated expenses have been paid and we do not expect any material additional expenses as the result if this offering. Selling Security Holders will pay no offering expenses.

ITEM		EXPENSE

SEC Registration Fee*	$	68
Legal Fees and Expenses	$	15,000

Accounting Fees and Expenses	$	25,000
Transfer Agent Fees	$	1,500
Blue Sky Fees	$	5,000
Miscellaneous*	$	2,925
Total*	$	35,993

* Estimated Figure

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ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

On or about October 1, 2003, we entered into a Financial Advisory Services Agreement with Greentree Financial Group, Inc. Under the terms of the agreement, Greentree Financial Group, Inc. has agreed to provide the following services:

·	Assistance with the preparation of our Form SB-2 registration statement;
·	State Blue-Sky compliance;
·	Selection of an independent stock transfer agent; and
·	Edgar services.

In exchange for these services, we paid Greentree $15,000 and issued 4,500,000 shares (75,000 pre-split) of our common stock. The common shares issued were valued at the estimated value for the services received, or $75,000, or $.016 per share. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.

In June of 2005, we issued 1,500,000 shares of common stock to Margy La Fond and 3,000,000 shares of common stock to Joseph DeMatteo for consulting services. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only two offerees, (3) the offerees have agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offerees were sophisticated investors very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.

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In June of 2006, we issued 600,000 shares of common stock to Melodee Martins for administrative services rendered and 3,000,000 shares of common stock to Al Mirman for services rendered as a consultant advising on NASD filings. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only two offerees, (3) the offerees have agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offerees were sophisticated investors very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.

On October 9, 2006, we issued 4,800,000 shares of common stock to Vernon R. Way for $36,000. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.

In October and November of 2006, we issued 1,910,000 shares of common stock to Mazuma Corp. of Bloomington, Minnesota at $.08 to $.35 per share pursuant to our Regulation D offering.

On or about January 12, 2007, we entered into a consulting agreement with I.R. International Consultants, Inc., for consulting services including:

·	Advise, consult and generally help the Company in executing their business plan
·	Consult on and assist with the drafting of press releases and public disclosures by the Company
·	Assist in introducing our Company to various funding sources

In exchange for these services, we issued I.R. International 3,000,000 shares of common stock. The common shares issued were valued at the estimated market value of the common stock issued, or $30,000, or $.01 per share. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.

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In February and March, 2007, we issued 500,000 shares of common stock each to Jordan Serlin, Kurt Rahn and Nathan Evans for their participation on the Company's Advisory Board. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only three offerees, (3) the offerees have agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offerees were sophisticated investors very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.

On or about March 27, 2007, we entered into a service agreement with Mica Capital Partners LLC, for public relations services including:

·	Advise, consult and generally help the Company in executing their business plan
·	Consult on and assist with the drafting of press releases and public disclosures by the Company
·	Assist in introducing our Company to various funding sources

On or about March 28, 2007, we entered into a direct marketing and sales agreement with Jennifer Fox and James V. Magrino to act as non-exclusive sales representatives for the non-exclusive territories of New York and New Jersey with the intent that they promote Red Reef products and services within those territories.

In exchange for these services, we issued Jennifer Fox and James V. Magrino 2,500,000 shares each of common stock. The common shares issued were valued at the estimated value of services rendered, or $50,000, or $.01 per share. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only two offerees, (3) the offerees have agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offerees were sophisticated investors very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.

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On or about April 12, 2007, we entered into a legal services agreement with Jackson and Jackson for general legal services. In exchange for these services, we issued Jackson and Jackson 250,000 shares each of common stock. The common shares issued were valued at the estimated value of services rendered, or $25,000, or $.10 per share. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.

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ITEM 27. EXHIBITS

Exhibit Number	Exhibit Description

3.1	Articles of incorporation filed on October 1, 2002 (1)

3.2	Articles of amendment for name change filed January 10, 2005 (1)

3.3	Articles of amendment for change in capitalization filed February 15, 2006 (1)

3.4	Articles of amendment for change in capitalization filed April 5, 2006 (1)

3.5	Articles of amendment for change in capitalization filed December 6, 2006 (1)

3.6	By-Laws (1)

4.1	Form of stock certificate (1)

5	Legal Opinion (including consent)*

10.1	Professional Services Agreement with Greentree Financial Group, Inc., dated October 1, 2003 (1)

10.2	Consulting Agreement with Guoqiang Zhan & Ruishao Zhang, dated October 6, 2006 (1)

10.3	Consulting Agreement with MAC (Management Assistance Consultants) LLC, dated October 18, 2006 (1)

10.4	Consulting Agreement with Dynahealth, Ltd., dated December 20, 2006 (1)

10.5	Professional Services Agreement with I.R. International Consultants, Inc., dated January 12, 2007 (1)

10.6	Service Agreement with Mica Capital Partners LLC, dated March 27, 2007 (1)

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10.7	Direct Marketing and Sales Agreement with Jennifer Fox and James V. Magrino, dated March 28, 2007 (1)

10.8	Consulting Agreement with Jackson and Jackson, dated April 12, 2007 (1)

10.9	Consulting agreement with Inavest, Inc., dated December 5, 2006 (1)

10.10	Joint Venture agreement JDM (1)

10.11	Operating Agreement of JDM Reef Capital Management, LLC for Joint Venture between JDM Capital Corporation and Red Reef Laboratories International, dated January 23, 2007 (2)

10.12	Licensing and Hold Harmless Agreement between Stepan Company and Red Reef Laboratories International, dated September 12, 2005 (2)

10.13	Exclusive Marketing and Distribution Rights Agreement with Benchmark China Ltd., dated October 23, 2006 (2)

10.14	Sale with Assumption of Judicial Mortgages between Altfuels Corporation and RR Louisiana Property, LLC, dated February 13, 2007 (2)

10.15	Bill of Sale By Altfuels Corporation To RR Louisiana Property, LLC, dated February 15, 2007 (2)

10.16	Agency Contract with Guangzhou Benchmark Consultant Services Limited, dated March 9, 2007 (2)

10.17	Consulting Agreement with LMR, Inc., dated May 21, 2007*

10.18	Consulting Agreement with Media4equity, LLC, dated August 14, 2007*

10.19	Option Agreement with Westside Capital, LLC (f/k/a T Squared Capital LLC), dated May 17, 2007*

23.1	Legal Consent (included in Exhibit 5*)

23.2	Consent of auditors*

99.1	Section 850(1) of Chapter 607 of the Florida Statutes addressing indemnification (1)

* Filed herewith

(1) Incorporated by reference from our Form 10-SB filed on May 23, 2007

(2) Incorporated by reference from our amendment to Form 10-SB filed on August 3, 2007.

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ITEM 28. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

1.	To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

a.		Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
b.		Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospects filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
c.		Include any additional or changed material information on the plan of distribution.

2.	That, for determining liability under the Securities Act of 1933, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

3.	To file a post-effective amendment to remove from registration any of the securities that remains unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by the Registrant of expenses incurred and paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

That each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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SIGNATU RES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements of filing of Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Deerfield Beach, State of Florida on November 28, 2007.



	By:	/s/ Claus Wagner Bartak
		Claus Wagner Bartak
		Chairman and President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated:

Name	Title	Date

/s/ Claus Wagner Bartak Claus Wagner Bartak	Chairman and President	November 28, 2007


/s/ Peter Versace	Vice President, Director	November 28, 2007
Peter Versace

Exhibit 5

JPF Securities Law, LLC

17111 KENTON DRIVE, SUITE 100B

CORNELIUS, NC 28031

November 28, 2007

Red Reef Laboratories International, Inc.

450 Fairway Drive, #103

Deerfield Beach, FL 33441

Re: Red Reef Laboratories International, Inc., Form SB-2

Ladies and Gentlemen:

We have acted as counsel to Red Reef Laboratories International, Inc. (The "Company") in connection with its filing of the registration statement on Form SB-2 (the "Registration Statement") covering 224,604,546 shares of common stock, $.001 par value (the "Common Stock"), as set forth in the Registration Statement.

In our capacity as counsel to the Company, we have examined the Company's Certificate of Incorporation and By-laws, as amended to date, and the minutes and other corporate proceedings of the Company.

With respect to factual matters, we have relied upon statements and certificates of officers of the Company. We have also reviewed such other matters of law and examined and relied upon such other documents, records and certificates as we have deemed relevant hereto. In all such examinations we have assumed conformity with the original documents of all documents submitted to us as conformed or photostatic copies, the authenticity of all documents submitted to us as originals and the genuineness of all signature on all documents submitted to us.

On basis the forgoing, we are of the opinion that the shares of Common Stock covered by the Registration Statement have been validly authorized, legally issued, fully paid and non-assessable;

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to us under the caption "Legal Matters" in the prospectus constituting part of the Registration Statement.

Yours truly,

/s/ Jared Febbroriello

Jared P. Febbroriello, Esq. LL.M.

Exhibit 10.17

May 21, 2007

LMR, Inc.

% Barrington Investments

Guerlain Bldg.

19 Queen Street

Hamilton, Bermuda HM11

Gentlemen:

Kindly acknowledge with signature below that you have received ten million shares of Red Reef Laboratories International, Inc., issued in full payment for introducing Red Reef Laboratories to Vinnell Global Consultants LLC, for the purpose of placing a Reg. S offering.

/s/ Stefano Zorzi Peter Versace

LMR, Inc. Red Reef Laboratories International, Inc.

Peter Versace

Executive Vice President

450 Fairway Drive, Suite 103

Deerfield Beach, Florida 33441

T: 954.725.9475

F: 954.698.6263

Exhibit 10.18

Media4Equity LLC, Falls Church Virginia Media Production and Placement Agreement

MEDIA PRODUCTION AND PLACEMENT AGREEMENT

This Media Production and Placement Services Agreement, (the "Agreement") is entered into on the date indicated on the signature page (the "Effective Date"), by and among the Company (as defined on the signature page), and Media4Equity LLC, a Nevada corporation. ("M4E") (Company and M4E collectively the "Parties")

Whereas M4E produces and distributes nationally syndicated print and broadcast features for its clients in exchange for equity positions in client businesses, and Company desires to utilize M4E's services to act as production and placement agency for Company's print and broadcast media campaign, the Parties therefore agree as follows:

1. MEDIA DUE.

In consideration of the irrevocable Stock Transfer(s) hereunder, M4E shall irrevocably transfer a certificate (the "Media Due Bill") to the Company. The Media Due Bill shall be redeemable, exclusively by the Company, for an Ad Value Equivalent (defined in Section 3(C) below) of five hundred thousand dollars ($500,000.00).

2. CAMPAIGN

A. CONSULTATION. M4E shall consult with Company regarding the content of the media campaign. M4E shall develop, write, edit and deliver proofs of any and all print media and any radio scripts to Company for Company's inspection and timely approval (print media and radio scripts collectively the "Copy"). No radio or print feature shall be distributed without Company approval. M4E shall not be liable for the Company's failure to review and approve Copy on a timely basis, or for any actions or inactions of the Company.

B. CONTENT.

i. Print Features. Each Print Feature shall consist of a news story that features the Company's name, product, contact information, web address and/or ticker symbol.

ii. Radio Features. Each Radio Feature shall consist of two 30-second nationally syndicated radio scripts under one heading. Each Radio Feature will be specifically about the Company and written and read by radio media professionals.

C. DISTRIBUTION.

i. All print media approved by Company for distribution pursuant to Section 2(A) hereof, shall be distributed on computer disks, by direct electronic feed, in a hard copy camera-ready format or over the internet to over ten thousand (10,000) daily and weekly newspapers, news, and wire services. The newspapers, news, and wire services shall have the option of running the news stories free of copyright, fees or other charges.

ii. All radio features approved for distribution by Company pursuant to Section 2(A) hereof, shall be nationally syndicated radio features specifically about the Company. Radio feature scripts shall be written by media and radio professionals and read by radio professionals. Scripts and/or audio recordings shall be sent to over six thousand (6,000) radio stations in the United States.

3. M4E'S PERFORMANCE

A.	Redemption of Media Due Bill. The Company shall have three (3) years to commence redemption of the Media Due Bill.

During the Redemption Period M4E shall produce and distribute nationally syndicated newspaper features and/or nationally syndicated radio features on behalf of Company. The features shall be valued as an Ad Value Equivalent, and the Ad Value Equivalent of the respective features shall be applied against the Media Due Bill. The entire value of the Media Due Bill shall be utilized within one calendar year, commencing on the date the Company first reviews and approves copy pursuant to Section 2(A) herein, and in no case commencing later than three (3) years from the Effective Date hereof.

C.	For purposes of this Agreement, the Ad Value Equivalent of each aired radio feature and each published newspaper feature shall be equivalent to each respective radio station's or newspaper's official ad rate pricing policies.

Media4Equity LLC, Falls Church Virginia Media Production and Placement Agreement

D.	Media Selection may be allocated in any proportion between print features and radio features as the Company may elect in its sole discretion.

Print Feature Placement Guarantee. Each print feature shall receive placements in a minimum of one hundred (100) newspapers within a six (6) month period of Company approval of the feature. In the event that a print feature does not meet the minimum placement guarantee, M4E shall re-write and/or re-distribute that feature at no cost to the Company until the guaranteed minimum of one hundred (100) placements is obtained.

Radio Feature Placement Guarantee. Each radio feature shall be aired on at least four hundred (400) radio stations within a six (6) month period of Company approval of the feature. In the event that a radio feature does not meet the minimum placement guarantee, M4E shall re-write and/or re-distribute that feature at no cost to the Company until the guaranteed minimum of four hundred (400) placements is obtained.

Reports. M4E shall deliver reports detailing reach and value of print and radio features. M4E shall send weekly reports to the Company beginning ten (10) weeks from the distribution date, and continuing for a period of one (1) year. Reports shall include comparable advertising values, estimated listener and readership information, and actual newspaper clippings of all reported published print features.

The Ad Value Equivalent of all published news features and all broadcasted radio features shall be set off against the Media Due Bill notwithstanding any Company error in Copy approval or any subsequent editing by newspapers, radio broadcasters, or any other third parties.

4. COMPANY PERFORMANCE

A.	The Company shall consult with M4E pursuant to Section 2(A) herein to provide M4E with information necessary to write Copy for Company's review. The Company agrees to consult with M4E and accept Copy for review no later than three (3) years from the Effective Date hereof.

B.	The Company shall make a good faith effort to approve or submit corrections to all Copy within seventy two (72) hours of receipt thereof. Failure of Company to approve or return corrected Copy within one (1) week of receipt by Company shall constitute a material breach of this Agreement.

5. STOCK TRANSFER

In consideration of M4E's performance hereunder, Company shall immediately transfer to M4E two million five hundred thousand (2,500,000) restricted shares of Company's common stock (the "Shares"). On the first business day immediately following one year anniversary of the Effective Date hereof, if the Shares shall have a Market Value of less than two hundred fifty thousand dollars ($250,000.00), the Company shall on that day issue a number of shares of the Company's common stock necessary to restore the value of all shares transferred hereunder to two hundred fifty thousand dollars ($250,000.00). All Shares transferred hereunder shall be restricted shares, effective as of the Effective Date. M4E's continued performance is contingent on Company's full performance of all share transfers contemplated hereby.

Upon the execution of this Agreement, the Company shall issue a resolution of the Board of Directors of the Company (Attached Exhibit A) and instructions to the Company's transfer agent (Attached Exhibit B) effecting the provisions of Section 6(A) herein (the "Resolution"). The Company shall immediately deliver: (i) one copy of the Resolution to M4E; and (ii) one copy of the Resolution to the Company's transfer agent with instructions to issue the Shares in accordance with Section 6(A) herein. Failure of Company to fully perform Section 6(A) or this Section 6(B) shall be a material breach and shall excuse any further performance by M4E under this Agreement.

The Parties acknowledge and agree that: (i) the rights and obligations defined by this Agreement become binding upon execution of this Agreement; and (ii) the consideration for all Shares transferred hereby, regardless of the date of transfer, is M4E's obligations hereunder, and M4E's interest in all Shares transferred hereunder immediately and irrevocably vests in M4E upon the execution of this Agreement; and (iii) the effective date of all Shares transferred hereby, regardless of the date of transfer, shall be the Effective Date hereof, and the tolling of any and all time periods relating to the Shares, including but not limited to those relating to any restriction, shall be calculated from the Effective Date hereof; and (iv) all Shares transferred hereby shall be fully paid, non assessable, common shares of the Company, and shall be transferred at par value; and (v) no Shares

Media4Equity LLC, Falls Church Virginia Media Production and Placement Agreement

transferred hereby shall be blocked in any way or subject to rescission or cancellation for any reason including, but not limited to either Party's performance, partial performance, or any default in the performance of any provisions of this Agreement.

6. SHARE VALUATION.

For the purposes of this Agreement, the Market Value of the restricted stock shall be calculated as ninety percent (90%) of the arithmetic average of the closing price of the Company's Common Stock for the five (5) trading days immediately preceding the date of the Initial Transfer, or any subsequent Valuation Day, as reported daily by the principal national or regional stock exchange on which the common stock is listed.

7. REGISTRATION RIGHTS.

If, at any time or from time to time after the Effective Date the Company proposes to file a registration statement covering any Securities of the Company, other than an offering registered on Form S-8 or Form S-4 (or successor forms relating to employee stock plans and certain business combinations), the Company shall, not less than thirty (30) days prior to the proposed filing date of the registration statement, give written notice of the proposed registration to M4E, specifying in reasonable detail the proposed transaction to be covered by the registration statement and, at the written request of M4E delivered to the Company within twenty (20) days after notice from the Company, shall include in such registration and offering, and in any underwriting of such offering, all Common Stock as may have been designated in M4E's request.

In the event that the Company is required to include the Shares in a registration statement pursuant to Section 7(A) herein, and the Company fails to register the Shares, or if the Shares are or become eligible for sale pursuant to Rule 144 and the Company does not provide all required documents, including but not limited to any required legal opinion letter to remove stock restrictions, within one week of written request from M4E, the Company. shall pay as liquidated damages to M4E, in legal tender of the United States, an amount equal to five percent (5%) of the total value of this Agreement, for every thirty (30) day period until the restrictions are lifted. The Parties hereto agree that damages due to Company's breech hereunder are difficult to determine as of the Effective Date, and the Liquidated Damages hereunder are meant to approximate M4E's damages, and are not punitive.

8. DEFAULT

A. Any failure of the Company to (i) transfer Stock as required by Section 6 herein; (ii) to timely review and approve Copy or scripts supplied by M4E for review; or (iii) act in good faith to effectuate the terms of this Agreement, shall constitute a default. Upon Company's default, all amounts due M4E hereunder shall be due and payable, and M4E may in its sole discretion immediately suspend performance and terminate this Agreement.

9. TRANSFER AGENT

Buyer agrees that Pac West Transfer LLC (the "Transfer Agent") shall act as the Company's sole transfer agency, and Transfer Agent shall have full power and authority to act on behalf of the Company in connection with the issuance, transfer, exchange and replacement of all of the Company's stock certificates beginning no later than the Effective Date hereof, and continuing for a period of one year, or until all Share transfers contemplated hereby have been effected.

B.	Company agrees to accept and represent to Company's transfer agent as valid, any opinion letter from M4E's counsel regarding restricted stock status.

10. NON DISCLOSURE OF CONFIDENTIAL INFORMATION

Confidential Information. For the purposes of this Agreement, the expression "Confidential Information" means all information of any nature previously, presently, or subsequently disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), relating to the Disclosing Party's business, including, but not limited to information concerning any entities and/or Interested Parties and any analyses, compilations, studies other documents which contain or otherwise reflect or are generated from such information, all information relating to business, financial, customer and product development plans, forecasts, lists, methods, strategies, compilations and other information, inventions and ideas, including without limitation, ideas, know how, inventions (whether patentable or not), schematics and other technical information. However, Confidential Information does not include any information that is generally known in the Receiving Party's industry at the time of the signing of this Agreement, any information that the Receiving Party rightfully had in its possession prior to the disclosure of such information to the Receiving Party by the Disclosing Party, or any information disclosed after the termination of this agreement.

B. The Disclosing Party Shall:

i. Keep all Confidential Information secret and confidential;

Media4Equity LLC, Falls Church Virginia Media Production and Placement Agreement

ii. Not use any Confidential Information to obtain any financial, commercial, trading and/or other advantage, but rather use Confidential Information for the sole purpose of effectuating the mutual transaction(s) contemplated hereby;

iii. Not disclose Confidential Information to any third party whatsoever except as necessary to effectuate the terms of this Agreement.

11. INDEMNIFICATION

Company shall indemnify and hold harmless M4E its agents, employees, legal representatives, heirs, executors or assigns from and against any and all losses, damages, expenses and liabilities (collectively "Liabilities") or actions, investigations, inquiries, arbitrations, claims or other proceedings in respect thereof, including enforcement of this Agreement (collectively "Actions") (Liabilities and Actions are herein collectively referred to as "Losses"). Losses include, but are not limited to all reasonable legal fees, court costs and other expenses incurred in connection with investigating, preparing, defending, paying, settling or compromising any suit in law or equity arising out of this Agreement or for any breach of this Agreement notwithstanding the absence of a final determination as to a Company's obligation to reimburse any of M4E Covenantees for such Losses and the possibility that such payments might later be held to have been improper.

12. GOVERNING LAW / JURISDICTION.

A. Subject to the terms and conditions of Section 11 herein, any dispute, disagreement, conflict of interpretation or claim arising out of or relating to this Agreement, or its enforcement, shall be governed by the laws of the Commonwealth of Virginia. Company and M4E hereby irrevocably and unconditionally submit for themselves and their property, to the nonexclusive jurisdiction of Federal and State courts of the Commonwealth of Virginia and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard and determined in such Virginia State, or, to the extent permitted by law, in such Federal court. Each of the parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

B. Each of the parties hereto irrevocably and unconditionally waive, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in Section 14(a) above. Each of the parties hereto hereby irrevocably waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices below. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this agreement or the transactions contemplated hereby (whether based on contract, tort or any other theory). Each party hereto:

(i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver; and

(ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this paragraph.

13. TERM/TERMINATION.

A. Term. The terms of this Agreement shall be effective as of the Effective Date, and continue until the later of (i) one (1) year from the date the Company first approves media for placement (which approval shall not be unreasonably withheld); or (ii) three (3) years from the Effective Date. The terms, conditions, and obligations of Sections 11, 12(A) and 12(B) hereof shall survive the termination of this Agreement.

B. As the execution of this agreement triggers the reallocation of M4E's staff and resources, the Company may not terminate or cancel this Agreement prior to the expiration of the Term set forth in Section 13(A) herein.

14. SUCCESSORS AND ASSIGNS.

The Parties may not assign their rights or obligations hereunder except that M4E may in its sole discretion assign the right to receive any compensation due hereunder including without limitation any and all interest in the Shares.

Media4Equity LLC, Falls Church Virginia Media Production and Placement Agreement

15. COUNTERPARTS.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. A telefaxed copy of this Agreement shall be deemed an original.

16. HEADINGS

The headings used in this Agreement are for convenience of reference only and shall not be deemed to limit, characterize or in any way affect the interpretation of any provision of this Agreement.

17. COSTS

Each party hereto shall bear its own costs in connection with the preparation, execution and delivery of this Agreement.

18. MODIFICATIONS AND WAIVERS

No change, modification or waiver of any provision of this Agreement shall be valid or binding unless it is in writing, dated subsequent to the Effective Date of this Agreement, and signed by both the Company and M4E. No waiver of any breach, term, condition or remedy of this Agreement by any party shall constitute a subsequent waiver of the same or any other breach, term, condition or remedy.

19. SEVERABILITY

If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

20. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the parties with respect to the subject matter hereof.

21. FURTHER ASSURANCES

From and after the date of this Agreement, upon the request of M4E, the Company shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to carry out and to effectuate fully the intent and purposes of this Agreement.

22. NOTICES

All notices or other communications required or permitted by this Agreement shall be in writing and shall be deemed to have been duly received: (i) if given by telecopier, when transmitted and the appropriate telephonic confirmation received if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following transmission, (ii) if given by certified or registered mail, return receipt requested, postage prepaid, three business days after being deposited in the U.S. mails, or (iii) if given by courier or other means, when received or personally delivered, and, in any such case, to the address and contacts indicated on the signature page.

23. FORCE MAJEURE

Neither party will be in default or otherwise liable for any delay or failure in its performance under this Agreement where such delay or failure arises by reason of an Act of God, or any government or governmental body, acts of war, the elements, strikes or labor disputes, power or system failures, failure of the Internet, computer hacking, or other causes beyond the reasonable control of such party.

[SIGNATURE PAGE FOLLOWS]

Media4Equity LLC, Falls Church Virginia Media Production and Placement Agreement

In Witness Whereof, the parties hereto have executed this Agreement on ______________ 20__:

M4E: COMPANY:

__________________ ______________________

Signature_____________________ Signature Title

____________________________________________
Media4Equity, LLC Full Legal Name (PRINT)

Rick Smith, CEO/President

2841 Hartland Road #301 ____________________________________________

Falls Church, VA 22043 Company Name

O: (888) 563-5200

F: (800) 355-1341 ____________________________________________

C: (703) 861-9230 Ticker Symbol

Email rsmith@Media4Equity.com

____________________________________________

Number Street

____________________________________________
City State Zip

____________________________________________
Phone

___________________________________________
Fax

___________________________________________

Media4Equity LLC, Falls Church Virginia Client Company Profile

COMPANY PROFILE

Must be completed and submitted with executed Agreement)

________________________________________________ ______________________________________
Company Name State of Incorporation

_______________________

Tax ID Number

_____________________ _____________________________________
Ticker Symbol Transfer Agent Name

____________________________________________________________________________________________________
Transfer Agent Address City State Zip

CREDIT CARD (circle one) VISA MASTERCARD

NUMBER ____________________ EXP DATE___________ 20 ____

_______________________________ CVC CODE (3 digit code on back of card _______

Name as it appears on card

___________________________________________________________________________
Billing address of card

Officers:		Directors:

_____________________	_____________________	______________________	_____________________
Name	Title	Name	Title

_____________________	_____________________	______________________	_____________________
Name	Title	Name	Title

_____________________	_____________________	______________________	_____________________
Name	Title	Name	Title

_____________________	_____________________	______________________	_____________________
Name	Title	Name	Title


Legal Counsel Representing Company		Other Persons Authorized to Receive Documents and to Act on Company’s Behalf

____________________________________________		______________________	_____________________
Name		Name	Title

____________________________________________		______________________	_____________________
Address		Name	Title

____________________________________________		______________________	_____________________
City State Zip		Name	Title

____________________________________________
Phone	Fax

Exhibit 10.19

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT.

IN ADDITION, A COMMON STOCK PURCHASE AGREEMENT DATED AS OF MAY 17 , 2007 (THE “PURCHASE AGREEMENT”), A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THIS WARRANT.

---------------------------------------

Red Reef Laboratories International, Inc.

COMMON STOCK PURCHASE WARRANT “A”

Number of Shares: 20,000,000 Holder: T Squared Capital LLC

Managing Member

Original Issue Date: May 17, 2007 Attn: Thomas M. Sauve

1325 Sixth Avenue, Floor 28

Expiration Date: May 17, 2012 New York NY 10019

tel 212-763-8616

Exercise Price per Share: $0.013

Red Reef Laboratories International, Inc., a company organized and existing under the laws of the State of Florida (the “ Company ”), hereby certifies that, for value received, T Squared Capital LLC, or its registered assigns (the “ Warrant Holder ”), is entitled, subject to the terms set forth below, to purchase from the Company up to Twenty Million (20,000,000) shares (as adjusted from time to time as provided in Section 10, the “ Warrant Shares ”) of common stock, $.001 par value (the “ Common Stock ”), of the Company at a price of One and One-Third Cents ($0.013) per Warrant Share (as adjusted from time to time as provided in Section 10, the “ Exercise Price ”), at any time and from time to time from and after the date thereof and through and including 5:00 p.m. New York City time on May 17, 2012 (or eighteen months of effectiveness of a Registration Statement subsequent to the issuance hereof (such eighteen months to be extended by one month for each month or portion of a month during which a Registration Statement’s effectiveness has lapsed or been suspended), whichever is longer) (the “Expiration Date”), and subject to the following terms and conditions:

1. Right To Include (“Piggy-Back”) Registrable Securities. Provided that the Registrable Securities have not been registered, if at any time after the date hereof but before the second anniversary of the date hereof, the Company proposes to register any of its securities under the 1933 Act (other than by a registration in connection with an acquisition in a manner which would not permit registration of Registrable Securities for sale to the public, on Form S-8, or any successor form thereto, on Form S-4, or any successor form thereto), on an underwritten basis (either best-efforts or firm-commitment), then, the Company will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders of Registrable Securities' rights under this Section 1. Upon the written request of any such holders of Registrable Securities made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holders of Registrable Securities and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable best efforts to effect the registration under the 1933 Act of the Registrable Securities, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register, provided that if, at any time after written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holders of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1 shall relieve the Company of its obligation to effect any registration upon request under Section 1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 1. The right provided the Holders of the Registrable Securities pursuant to this Section shall be exercisable at their sole discretion and will in no way limit any of the Company's obligations to pay the Securities according to their terms.

2. Priority In Incidental Registrations. If the managing underwriter of the underwritten offering contemplated by this Section 1 and 2 shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, then the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first securities proposed by the Company to be sold for its own account, and (ii) second Registrable Securities and (iii) securities of other selling security holders requested to be included in such registration.

3. Registration of Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Warrant Holder hereof from time to time. The Company may deem and treat the registered Warrant Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Warrant Holder, and for all other purposes, and the Company shall not be affected by notice to the contrary.

4. Warrant Vesting. At the Closing Date, Twenty Million (20,000,000) Warrant Shares in Common Stock Purchase Warrant “A” will vest immediately to the Warrant Holder. The Warrant Shares in Common Stock Purchase Warrant “B”, “C”, “D”, and “E” will continue to vest to the Warrant Holder in a manner such that there shall no be more than Twenty Million (20,000,000) Warrant Shares vested at any point in time. The lowest priced Warrant Shares shall vest prior to the vesting of higher-priced Warrant Shares.

The Warrant Vesting schedule outlined herein will not preclude all Warrant Shares in Common Stock Purchase Warrant “A”, “B”, “C”, “D”, and “E” from the registration requirements under the terms provided within the Common Stock Purchase Agreement and the Common Stock Purchase Warrant “A”, “B”, “C”, “D”, and “E” Agreements.

5. Investment Representation . The Warrant Holder by accepting this Warrant represents that the Warrant Holder is acquiring this Warrant for its own account or the account of an affiliate for investment purposes and not with the view to any offering or distribution and that the Warrant Holder will not sell or otherwise dispose of this Warrant or the underlying Warrant Shares in violation of applicable securities laws. The Warrant Holder acknowledges that the certificates representing any Warrant Shares will bear a legend indicating that they have not been registered under the United States Securities Act of 1933, as amended (the “ 1933 Act ”) and may not be sold by the Warrant Holder except pursuant to an effective registration statement or pursuant to an exemption from registration requirements of the 1933 Act and in accordance with federal and state securities laws. If this Warrant was acquired by the Warrant Holder pursuant to the exemption from the registration requirements of the 1933 Act afforded by Regulation S thereunder, the Warrant Holder acknowledges and covenants that this Warrant may not be exercised by or on behalf of a Person during the one year distribution compliance period (as defined in Regulation S) following the date hereof. “ Person ” means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity.

6. Validity of Warrant and Issue of Shares . The Company represents and warrants that this Warrant has been duly authorized and validly issued and warrants and agrees that all of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, when issued upon such exercise, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. The Company further warrants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved a sufficient number of Common Stock to provide for the exercise of the rights represented by this Warrant.

7. Registration of Transfers and Exchange of Warrants .

a. Subject to compliance with the legend set forth on the face of this Warrant, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 15. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “ New Warrant ”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Warrant Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a Warrant Holder of a Warrant.

b. This Warrant is exchangeable, upon the surrender hereof by the Warrant Holder to the office of the Company specified in or pursuant to Section 15 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.

8.	Exercise of Warrants .

a. Upon surrender of this Warrant with the Form of Election to Purchase attached hereto duly completed and signed to the Company, at its address set forth in Section 15, and upon payment and delivery of the Exercise Price per Warrant Share multiplied by the number of Warrant Shares that the Warrant Holder intends to purchase hereunder, in lawful money of the United States of America, in cash or by certified or official bank check or checks, to the Company, all as specified by the Warrant Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 7 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate (subject to the restrictions on transfer described in the legend set forth on the face of this Warrant), a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant.

b. A “Date of Exercise” means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the Form of Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the Warrant Holder to be purchased.

c. This Warrant shall be exercisable at any time and from time to time for such number of Warrant Shares as is indicated in the attached Form of Election To Purchase. If less than all of the Warrant Shares which may be purchased under this Warrant are exercised at any time, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares for which no exercise has been evidenced by this Warrant.

9. Maximum Exercise . The Warrant Holder shall not be entitled to exercise this Warrant on a Date of Exercise in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Warrant Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this limitation is being made on an exercise date, which would result in beneficial ownership by the Warrant Holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock on such date. This Section 9 may be waived or amended only with the consent of the Holder and the consent of holders of a majority of the shares of outstanding Common Stock of the Company who are not Affiliates. For the purposes of the immediately preceding sentence, the term “Affiliate” shall mean any person: (a) that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company; or (b) who beneficially owns (i) the Company’s Common Stock Purchase Warrant “B”, “C”, “D”, and “E” dated May ___, 2007, or (ii) this Warrant. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.

10. Adjustment of Exercise Price and Number of Shares . The character of the shares of stock or other securities at the time issuable upon exercise of this Warrant and the Exercise Price therefore, are subject to adjustment upon the occurrence of the following events, and all such adjustments shall be cumulative:

a. Adjustment for Stock Splits, Stock Dividends, Recapitalizations, Etc. The Exercise Price of this Warrant and the number of shares of Common Stock or other securities at the time issuable upon exercise of this Warrant shall be appropriately adjusted to reflect any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event affecting the number of outstanding shares of stock or securities.

b. Adjustment for Reorganization, Consolidation, Merger, Etc. In case of any consolidation or merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving entity of such consolidation, merger or reorganization (any such transaction being hereinafter referred to as a " Reorganization" ), then, in each case, the holder of this Warrant, on exercise hereof at any time after the consummation or effective date of such Reorganization (the " Effective Date "), shall receive, in lieu of the shares of stock or other securities at any time issuable upon the exercise of the Warrant issuable on such exercise prior to the Effective Date, the stock and other securities and property (including cash) to which such holder would have been entitled upon the Effective Date if such holder had exercised this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant).

c. Certificate as to Adjustments. In case of any adjustment or readjustment in the price or kind of securities issuable on the exercise of this Warrant, the Company will promptly give written notice thereof to the holder of this Warrant in the form of a certificate, certified and confirmed by the Board of Directors of the Company, setting forth such adjustment or readjustment and showing in reasonable detail the facts upon which such adjustment or readjustment is based.

d. The Company sells, grants or issues any shares, options, warrants, or any instrument convertible into shares or equity in any form below the exercise price per share of the warrant. In the event the Company sells, grants or issues any shares, options, warrants, or any instrument convertible into shares or equity in any form below the current exercise price per share of the warrant, then the current exercise price per share for the warrant shall be reduced to such lower price per share. Such reduction shall be made at the time such transaction is executed.

11. Fractional Shares . The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this Warrant. The number of full Warrant Shares that shall be issuable upon the exercise of this Warrant shall be computed on the basis of the aggregate number of Warrants Shares purchasable on exercise of this Warrant so presented. If any fraction of a Warrant Share would, except for the provisions of this Section 11, be issuable on the exercise of this Warrant, the Company shall, at its option, (i) pay an amount in cash equal to the Exercise Price multiplied by such fraction or (ii) round the number of Warrant Shares issuable, up to the next whole number.

12. Sale or Merger of the Company . Upon a Change in Control, the restriction contained in Section 9 shall immediately be released and the Warrant Holder will have the right to exercise this Warrant concurrently with such Change in Control event. For purposes of this Warrant, the term “Change in Control” shall mean a consolidation or merger of the Company with or into another company or entity in which the Company is not the surviving entity or the sale of all or substantially all of the assets of the Company to another company or entity not controlled by the then existing stockholders of the Company in a transaction or series of transactions.

13. Notice of Intent to Sell or Merge the Company . The Company will give Warrant Holder thirty (30) days notice before the event of a sale of all or substantially all of the assets of the Company or the merger or consolidation of the Company in a transaction in which the Company is not the surviving entity.

14. Issuance of Substitute Warrant . In the event of a merger, consolidation, recapitalization or reorganization of the Company or a reclassification of Company shares of stock, which results in an adjustment to the number of shares subject to this Warrant and/or the Exercise Price hereunder, the Company agrees to issue to the Warrant Holder a substitute Warrant reflecting the adjusted number of shares and/or Exercise Price upon the surrender of this Warrant to the Company.

15. Notice . All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they are delivered if delivered in person; (ii) on the date initially received if delivered by facsimile transmission followed by registered or certified mail confirmation; (iii) on the date delivered by an overnight courier service; or (iv) on the third business day after it is mailed by registered or certified mail, return receipt requested with postage and other fees prepaid as follows:

If to the Company :

Red Reef Laboratories International, Inc.

450 Fairway Drive, Suite 103

Deerfield Beach, FL 33441

Facsimile: 954-698-6263

If to the Warrant Holder :

T Squared Capital LLC

1325 Sixth Avenue, Floor 28

New York, NY 10019

Facsimile: 212-671-1403

16.	Miscellaneous.

a. This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Warrant may be amended only by a writing signed by the Company and the Warrant Holder.

b. Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of the Company and the Warrant Holder.

c. This Warrant shall be governed by, construed and enforced in accordance with the internal laws of the State of New York without regard to the principles of conflicts of law thereof.

d. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

e. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceablilty of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

f. The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either at law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by the authorized officer as of the date first above stated.

Red Reed Laboratories International, Inc., a Florida corporation

By:

Name: Peter Versace

Title: Executive Vice President

FORM OF ELECTION TO PURCHASE

(To be executed by the Warrant Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant)

To: Red Reed Laboratories International, Inc.:

In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to purchase ______________ shares of Common Stock (“Common Stock”), $.001 par value, of Red Reed Laboratories International, Inc., and encloses the warrant and $____ for each Warrant Share being purchased or an aggregate of $________________ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) together with any applicable taxes payable by the undersigned pursuant to the Warrant.

The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of:

__________________________________________________

(Please print name and address)

__________________________________________________

(Please insert Social Security or Tax Identification Number)

If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to:

___________________________________________________

(Please print name and address)

Dated: ____________ Name of Warrant Holder:

T Squared Capital LLC

By: ____________________________________

Name: ___________________________________

Title: ____________________________________

Signature must conform in all respects to name of

Warrant Holder as specified on the face of the Warrant

Exhibit 23.2

Dohan and Company	7700 North Kendall Drive, #200
Certified Public Accountants	Miami, Florida 33156-7578
A Professional Association	Telephone (305) 274-1366
	Facsimile (305) 274-1368
	Email info@uscpa.com
	Internet www.uspca.com

November 23, 2007

U.S. Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC 20549

Dear Sir/Madam:

Re: Red Reef Laboratories International, Inc. - Form SB-2 Registration Statement

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Red Reef Laboratories International, Inc. on Form SB-2 of our report dated April 23, 2007, for the years ended September 30, 2006 and 2005, which is part of such Registration Statement, and to the reference of us under the heading "Interest of Named Experts and Counsel" in such Prospectus.

Yours truly,

/s/ Dohan and Company, P.A.

Dohan and Company, P.A.

Certified Public Accountants