##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
  Form 10-K
  ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
    FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2008
  Commission file number:
    000-52421
      ADVANCED BIOENERGY,
    LLC
 (Exact name of Registrant as
    Specified in its Charter)
  Delaware

20-2281511(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)   10201 Wayzata Boulevard, Suite 250
    Minneapolis, Minnesota 55305(763) 226-2701
 (Address, including zip code,
    and telephone number,
    including area code, of Registrants Principal Executive
    Offices)
  Securities registered pursuant to Section 12(b) of the
    Act:
    None
  Securities registered pursuant to Section 12(g) of the
    Act:
    Membership Units
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   Rule 12b-2 o þ




---



##### 



ADVANCED
    BIOENERGY, LLCFORM 10-K
    FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2008
    INDEX
   
 PagePART IItem 1.


Description of Business


5Item 1A.


Risk Factors


10Item 2.


Description of Properties


24Item 3.


Legal Proceedings


24Item 4.


Submission of Matters to a Vote of Security
    Holders


25PART IIItem 5.


Market for Registrants Common Equity,
    Related Unit-holder Matters and Issuer Purchases of Equity
    Securities


26Item 6.


Selected Financial Data


27Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


27Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


40Item 8.


Financial Statements


40Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


60Item 9A(T).


Controls and Procedures


60Item 9B


Other Information


60PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


61Item 11.


Executive Compensation


66Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Unit-holder Matters


73Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


74Item 14.


Principal Accountant Fees and Services


76Item 15.


Exhibits


77SIGNATURES


78EX-21EX-24EX-31.1EX-31.2EX-32




---



##### Table of Contents



BACKGROUND
  INTELLECTUAL
    PROPERTY
  Advanced
    BioEnergy tm
  INDUSTRY
    AND MARKET DATA
    ETHANOL
    UNITS
    SPECIAL
    NOTE REGARDING FORWARD-LOOKING INFORMATION
  Form 10-K Form 10-K.
  
    we are in default under various existing debt financing
    agreements;
    our planned operations require additional liquidity that may not
    be available;
    our operational results are subject to fluctuations in the
    prices of grain, utilities and ethanol, which are affected by
    various factors including weather, production levels, supply,
    demand, changes in technology and government support and
    regulations;
    margins can be volatile and can evaporate, which may impact our
    ability to meet current obligations and debt service
    requirements at our operating entities;
    our hedging transactions and mitigation strategies could
    materially harm our results;
    cash distributions depend upon our future financial and
    operational performance and will be affected by debt covenants,
    reserves and operating expenditures;
    current governmental mandated tariffs, credits and standards may
    be reduced or eliminated;
    alternative fuel additives may be developed that are superior to
    or cheaper than ethanol; 3




---



##### Table of Contents




    transportation, storage and blending infrastructure may become
    impaired, preventing ethanol from reaching markets;
    our operation facilities may experience technical difficulties
    and not produce the gallons of ethanol as expected; and
    our units are subject to a number of transfer restrictions and
    no public market exists for our units and none is expected to
    develop.   4




---



##### Table of Contents



PART I  ITEM 1.
    DESCRIPTION
    OF BUSINESS  COMPANY
    OVERVIEW
      FACILITIES
    EstimatedEstimated


Annual


EstimatedAnnual


Distillers


AnnualEthanol


Grains


Corn


Production

PrimaryLocation

Status

Production


Production(1)


Processed


Process

Energy Source

Builder(Million gallons


(Tons)


(Million bushels)per year)Fairmont, NE

In operation


110



354,000



39.3


Dry-Mill

Natural Gas

FagenAberdeen, SD

In operation


9



29,000



3.2


Dry-Mill

Natural Gas

BroinHuron, SD

In operation


32



103,000



11.4


Dry-Mill

Natural Gas

ICMAberdeen, SD

In operation


46



148,000



16.4


Dry-Mill

Natural Gas

ICM     (1)
    
    All plants produce or will produce and sell wet and dried
    distiller grains. The stated quantities are on a fully dried
    basis operating at nameplate capacity.      DEMAND
    FOR ETHANOL
   5




---



##### Table of Contents



The
    Renewable Fuels Standard
      UnspecifiedYear

Corn


Cellulosic


Biodiesel


Advanced Biofuel


Total RFS2008


9.00















9.002009


10.50







.50



0.10



11.102010


12.00



.10



.65



0.20



12.952011


12.60



.25



.80



0.30



13.952012


13.20



.50



1.00



0.50



15.202013


13.80



1.00







1.75



16.552014


14.40



1.75







2.00



18.152015


15.00



3.00







2.50



20.502016


15.00



4.25







3.00



22.252017


15.00



5.50







3.50



24.002018


15.00



7.00







4.00



26.002019


15.00



8.50







4.50



28.002020


15.00



10.50







4.50



30.002021


15.00



13.50







4.50



33.002022


15.00



16.00







5.00



36.00   Clean
    Air Additive
    Octane
    Enhancer
   6




---



##### Table of Contents



Fuel
    Extender
    E85, a
    Gasoline Alternative
    Blending
    Incentives
    Imported
    Ethanol Tariffs
    Competition
      Ethanol
    Marketing
  E-85
 7




---



##### Table of Contents



E-85
  CO-PRODUCTS
    Marketing
    Competition
    DRY MILL
    PROCESS
     8




---



##### Table of Contents



RAW
    MATERIALS
  Corn
        Natural
    Gas
    TECHNOLOGICAL
    IMPROVEMENTS
   9




---



##### Table of Contents



ENVIRONMENTAL
    MATTERS
    EMPLOYEES
    ITEM 1A.
    RISK
    FACTORS  RISKS
    RELATED TO OUR BUSINESS
  We are
    in default under various existing debt financing
    agreements.
       10




---



##### Table of Contents



i.e.
   11




---



##### Table of Contents



Our
    planned operations require additional liquidity that may not be
    available, which could have a negative effect on our business,
    results of operations and financial condition.
    Current
    levels of market volatility could have a negative effect on our
    business, results of operation and financial
    condition.
    Our
    financial performance is highly dependent on commodity prices,
    which are subject to significant volatility, uncertainty, and
    supply disruptions, so our results may be materially adversely
    affected.
  over-the-counter
   12




---



##### Table of Contents



The
    spread between ethanol and corn prices can vary significantly
    and profitability from our production facilities is dependent on
    this spread.
      Volatility
    in gasoline selling price and production cost may reduce our
    gross margins.
    The
    price of distillers grains is affected by the price of other
    commodity products, such as soybean meal, and decreases in the
    price of these commodities could decrease the price of
    distillers grains.
    The
    market for natural gas is subject to market conditions that
    create uncertainty in the price and availability of the natural
    gas that we use in our manufacturing process.
   13




---



##### Table of Contents



Our
    existing debt financing agreements contain, and our future debt
    financing agreements may contain, restrictive covenants that
    limit distributions and impose restrictions on the operation of
    our business. Our failure or the failure of any of our
    subsidiaries, to comply with applicable debt financing covenants
    and agreements could have a material adverse effect on our
    business, results of operations and financial
    condition.
      We may
    have difficulty obtaining enough corn to operate the plants
    profitably.
    We may
    engage in hedging transactions and other risk mitigation
    strategies that could harm our results.
    Our
    business is subject to seasonal fluctuations.
   14




---



##### Table of Contents



Our
    directors have other business and management responsibilities
    that may cause conflicts of interest in the allocation of their
    time and services to our business.
    Our
    lack of business diversification could result in adverse
    operating results if our revenues from our primary products
    decrease.
    Our
    operating results may fluctuate significantly, which makes our
    future results difficult to predict and could cause our
    operating results to fall below expectations.
  period-to-period
  We are
    dependent on certain key personnel, and the loss of any of these
    persons may prevent us from implementing our business plan in an
    effective and timely manner.
    We may
    be required to write down our long-lived assets and these
    impairment charges would adversely affect our operating
    results.
    RISKS
    RELATED TO THE ETHANOL INDUSTRY
  If
    demand does not sufficiently increase and production capacity
    and imported ethanol increase, the current overcapacity state
    could continue.
   15




---



##### Table of Contents



Growth
    in the sale and distribution of ethanol is dependent on the
    changes in and expansion of related infrastructure which may not
    occur on a timely basis, if at all, and our operations could be
    adversely affected by infrastructure disruptions.
    
    Expansion of refining and blending facilities to handle ethanol
    Growth in service stations equipped to handle ethanol fuels
    Growth in the fleet of flexible fuel vehicles capable of using
    E85 fuel
    Additional storage facilities for ethanol
    Additional rail capacity
    Increase in truck fleets capable of transporting ethanol within
    localized markets    Changes
    and advances in ethanol production technology could require us
    to incur costs to update our ethanol plants or could otherwise
    hinder our ability to compete in the ethanol industry or operate
    profitably.
   16




---



##### Table of Contents



Competition
    from the advancement of technology may lessen the demand for
    ethanol and negatively impact our profitability.
    Corn-based
    ethanol may compete with cellulose-based ethanol in the future,
    which could make it more difficult for us to produce ethanol on
    a cost-effective basis
    Competition
    in the ethanol industry could limit our growth and harm our
    operating results.
   17




---



##### Table of Contents



Consumer
    resistance to the use of ethanol based on the belief that
    ethanol is expensive, adds to air pollution, harms engines and
    takes more energy to produce than it contributes may affect the
    demand for ethanol, which could affect our ability to market our
    product and reduce the value of your investment.
    Imported
    ethanol may be a less expensive alternative to our ethanol,
    which would cause us to lose market share and reduce the value
    of your investment.
      RISKS
    RELATED TO ETHANOL PRODUCTION
  Defects
    in plant construction could negatively impact operating results
    if our plants do not produce ethanol and its by-products as
    anticipated.
  and/or
  Operational
    difficulties at our plants could negatively impact our sales
    volumes and could cause us to incur substantial
    losses.
   18




---



##### Table of Contents



Improperly
    trained employees may not follow procedures that could damage
    certain parts of the ethanol production facility which could
    negatively impact operating results if our plants do not produce
    ethanol and its by-products as anticipated.
    We
    depend on others for sales of our products, which may place us
    at a competitive disadvantage and reduce
    profitability.
    RISKS
    RELATED TO REGULATION AND GOVERNMENTAL ACTION
  The
    use and demand for ethanol and its supply are impacted by
    federal and state legislation and regulation, and any changes in
    legislation or regulation could cause the demand for ethanol to
    decline or its supply to increase, which could have a material
    adverse effect on our business, results of operations and
    financial condition, and the ability to operate at a
    profit.
    The
    elimination or significant reduction in the federal ethanol tax
    incentive or the elimination or expiration of other federal or
    state incentive programs could have a material adverse effect on
    our business, results of operations and financial
    condition.
    The
    effect of the Renewable Fuels Standard, or RFS, on the ethanol
    industry is uncertain.
   19




---



##### Table of Contents



Current
    tariffs effectively limit imported ethanol into the U.S., and
    their reduction or elimination could undermine the ethanol
    industry in the U.S.
      Various
    studies have criticized the efficiency of ethanol, which could
    lead to the reduction or repeal of incentives and tariffs that
    promote the use and domestic production of
    ethanol.
    We may
    be adversely affected by environmental, health and safety laws,
    regulations and liabilities.
  and/or and/or
 20




---



##### Table of Contents



and/or and/or
      RISKS
    RELATED TO OUR MEMBERSHIP UNITS
  We
    have placed significant restrictions on transferability of the
    units, no public trading market exists for our membership units
    and there is no assurance that unit-holders will receive cash
    distributions.
    
    Transfers by gift to the members descendants,
    Transfer upon the death of a member,
    Transfers between family members, and
    Transfers that comply with the qualifying matching
    services requirements. 21




---



##### Table of Contents



The
    presence of members holding only 25% of the outstanding units
    may take action at a meeting of our members.
    Our
    members have limited voting rights.
      
    disposition of substantially all of our assets through merger,
    exchange or otherwise, except for dissolution of our company or
    a transfer of our assets to a wholly owned subsidiary;
    issuance of more than 20 million units;
    causing our company to acquire debt or equity of any director or
    its affiliates, or otherwise making loans to a director or its
    affiliates in excess of $500,000; or
    amendments to our operating agreement (other than amendments
    that would modify the limited liability of a member or alter the
    members economic interest, which require a two-thirds vote
    of the membership interests adversely affected). Except for a
    decree of judicial dissolution, dissolution requires the vote of
    75% of the membership voting interests.  RISKS
    RELATED TO TAX ISSUES
  IRS
    classification of the company as a corporation rather than as a
    partnership would result in higher taxation and reduced
    profits.
   22




---



##### Table of Contents



We
    might elect to convert our entity status from a limited
    liability company to a corporation, which would increase our tax
    burden.
    The
    IRS may classify your investment as a passive activity,
    resulting in the inability of uni-holders to deduct losses
    associated with their investment.
    Income
    allocations assigned to an investors units may result in
    taxable income in excess of cash distributions, which means
    unit-holders, may have to pay income tax on their investment
    with personal funds.
   23




---



##### Table of Contents



An IRS
    audit could result in adjustments to our allocations of income,
    gain, loss and deduction, causing additional tax liability to
    unit-holders.
    ITEM 2.
    DESCRIPTION
    OF PROPERTIES    EstimatedEstimated


AnnualAnnual


Distillers


EstimatedEthanol


Grains


Annual Corn


Production


Primary EnergyLocation

Production


Production(1)


Processed


Process


Source


Builder(Million gallons


(Tons)


(Million bushels)per year)Fairmont, NE


110



354,000



39.3



Dry-Mill



Natural Gas



FagenAberdeen, SD I


9



29,000



3.2



Dry-Mill



Natural Gas



BroinAberdeen, SD II


46



148,000



16.4



Dry-Mill



Natural Gas



ICMHuron, SD


32



103,000



11.4



Dry-Mill



Natural Gas



ICM197



634,000



70.3     (1)
    
    Our plants produce and sell wet, modified wet and dried
    distiller grains. The stated quantities are on a fully dried
    basis operating at nameplate capacity.    Location

Square FeetFairmont, NE


134,850Aberdeen, SD


94,002Huron, SD


44,082       ITEM 3.
    LEGAL
    PROCEEDINGS  Dana, LLC, Carl E. Smith, Martha A. Smith, Timmy Allen
    Bailey, Peggy Lea Jones, John F. Richard and Amanda L.
    Richard v. The Town Board of Argos [Indiana]; Town of
    Argos; and the Town of
 24




---



##### Table of Contents



Argos Plan Commission No. 50C01-0702-PL-7,
    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    one-to-three
  Nominee

For


WithholdGroup I  term expiring in 2009Scott Brittenham


5,811,020



214,476Larry L. Cerny


5,818,792



206,704Dale Locken


5,819,864



205,632Group II  term expiring in 2010Robert W. Holmes


5,823,520



201,976Troy Otte


5,836,064



189,432Keith E. Spohn


5,828,292



197,204Group III  term expiring in 2011Revis L. Stephenson III


5,277,612



747,884Thomas A. Ravencroft


5,800,792



224,704John E. Lovegrove


5,833,792



191,704  25




---



##### Table of Contents



For


Against


Abstentions


Broker Non-Votes5,866,084



110,000



63,412



  PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED UNITHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
    
    transfers by gift to the members descendants;
    transfer upon the death of a member;
    transfers between family members; and
    transfers that comply with the qualifying matching
    services requirements.  Holders
    Issuer
    Purchases of Equity Securities
    Distributions
   26




---



##### Table of Contents



Units
    Authorized for Issuance Under Equity Compensation
    Plans
    Number of UnitsRemaining AvailableNumber of Units to



for Future Issuancebe Issued Upon

Weighted-Average

Under EquityExercise of

Exercise Price of

Compensation PlansOutstanding Options,

Outstanding Options,

(Excluding UnitsWarrants and Rights

Warrants and Rights

Reflected in ColumnEquity compensation plans approved by unit holders





Equity compensation plans not approved by unit-holders



not applicable

273,000(1)     (1)
    
    Includes 52,000 restricted units that may be issuable to
    officers in connection with a change in control of the company
    transaction and up to 221,000 restricted units issuable to
    entities affiliated with Mr. Stephenson pursuant to
    restricted unit agreements. These arrangements are described in
    Item 10 of this report under the captions Project
    Development Fee, Restricted Unit Grants and
    Change in Control Arrangements.  ITEM 6.
    SELECTED
    FINANCIAL DATA    ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    COMPANY
    OVERVIEW
    PLAN OF
    OPERATION THROUGH SEPTEMBER 2009
   27




---



##### Table of Contents



Financing
    and Existing Debt Obligations
  ABE
    LLC
        ABE
    Fairmont
      Heartland
    Grain Fuels (HGF)
   28




---



##### Table of Contents



TRENDS
    AND UNCERTAINTIES IMPACTING THE ETHANOL INDUSTRY AND OUR FUTURE
    OPERATIONS
  Overview
      Legislation
    The
    Renewable Fuels Standard
   29




---



##### Table of Contents



UnspecifiedYear

Corn


Cellulosic


Biodiesel


Advanced Biofuel


Total RFS2008


9.00















9.002009


10.50







.50



0.10



11.102010


12.00



.10



.65



0.20



12.952011


12.60



.25



.80



0.30



13.952012


13.20



.50



1.00



0.50



15.202013


13.80



1.00







1.75



16.552014


14.40



1.75







2.00



18.152015


15.00



3.00







2.50



20.502016


15.00



4.25







3.00



22.252017


15.00



5.50







3.50



24.002018


15.00



7.00







4.00



26.002019


15.00



8.50







4.50



28.002020


15.00



10.50







4.50



30.002021


15.00



13.50







4.50



33.002022


15.00



16.00







5.00



36.00   The Clean
    Air Act and Oxygenated Gasoline Program
    The
    Volumetric Ethanol Excise Tax Credit
   30




---



##### Table of Contents



Clean-Fuel
    Vehicle Refueling Equipment Tax Credit
    Clean-Fuel
    Vehicle Refueling Equipment Tax Credit
      COMPETITION
  Our
    Primary Competition
        Competition
    from Alternative Fuels
   31




---



##### Table of Contents



Competition
    for Co-Products
  co-products
  RESULTS
    OF OPERATIONS
  Year
    Ended September 30, 2008 Compared to Year Ended
    September 30, 2007
    Year Ended


Year EndedSeptember 30, 2008


September 30, 2007Average





AverageSold/Consumed


Net Price/Cost


Sold/Consumed


Net Price/Cost(In thousands)





(In thousands)Ethanol (gallons)


151,678


$
2.15



36,135


$
1.90Dried distiller grains (tons)


292



142.36



28



99.44Wet distiller grains (tons)


388



46.32



228



26.51Corn (bushels)


55,455


$
5.12



13,272


$
3.51Gas (mates)


4,449



8.66



1,056



8.24   Net
    Sales
    Cost
    of Goods Sold
    Gross
    Profit
   32




---



##### Table of Contents



Selling,
    General, and Administrative Expenses
    Goodwill
    Impairment
    Interest
    Expense
    LIQUIDITY
    AND CAPITAL RESOURCES
  Cash
    Flows
  Cash Flows Used in Operating Activities.
  Cash Used in Investing Activities.
  Cash Provided by Financing Activities.
  Financing
    and Existing Debt Obligations
   33




---



##### Table of Contents



ABE
    LLC
        i.e
    ABE
    Fairmont
   34




---



##### Table of Contents



Heartland
    Grain Fuels
   35




---



##### Table of Contents



36




---



##### Table of Contents



CREDIT
    ARRANGEMENTS
    September 30,

September 30,


September 30,2008

2008


2007Interest Rate

Principal Amount


Principal AmountHGF senior credit facility

6.29 - 8.27%

$
87,979


$
42,000HGF working capital

6.69%


7,500



HGF subordinated solid waste facilities revenue bonds

8.25%


19,000



ABE Heartland note payable








5,000ABE Fairmont senior credit facility

5.75 - 7.53%


85,500



83,124ABE Fairmont seasonal line








ABE Fairmont subordinate exempt facilities bonds

6.75%


7,000



7,000Advanced BioEnergy convertible note








25,929Advanced BioEnergy secured term loan

15%


10,000



Other

7.5%


193



197Total outstanding




217,172



163,250Less: amounts due within one year




(134,534
)


(111,779
)Long-term debt



$
82,638


$
51,471     2009

$
134,5342010


10,4062011


11,2212012


11,3912013


11,215Thereafter


38,405Total debt

$
217,172   CONTRACTUAL
    OBLIGATIONS
    Years Ending September 30:2009


2010


2011


2012


2013


Thereafter


Total(Dollars in thousands)Long-term debt obligations(1)

$
146,362


$
17,421


$
17,300


$
16,536


$
15,536


$
47,236


$
260,391Operating lease obligations(2)


2,721



2,596



2,142



1,383











8,842Commodity purchase obligations(3)


11,325























11,325Total contractual obligations

$
160,408


$
20,017


$
19,442


$
17,919


$
15,536


$
47,236


$
280,558     (1)
    
    Amounts represent principal and interest due under our credit
    facilities. Long term principal amounts owed for credit
    facilities in default are presented as being owed in the current
    period.(2)
    
    Operating lease obligations consist primarily of rail cars and
    office space.(3)
    
    Commodity obligations include corn purchases for our production
    facilities. 37




---



##### Table of Contents



SUMMARY
    OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES
    Revenue
    Recognition
    Derivative
    Instruments/Due From Broker
  Accounting for Derivative Instruments
    and Hedging Activities. available-for-sale
    Inventories
    Goodwill
  Goodwill and Other Intangible
    Assets
   38




---



##### Table of Contents



QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK FOR OUR CURRENT
    OPERATIONS
            Estimated





Hypotheticalat Risk





Change in


Spot


Change in AnnualVolume(1)


Units


Price


Price(2)


Operating Income(In millions)











(In millions)Ethanol


116.2



gallons



10.0
%

$
2.19


$
25.5Distiller grains


.43



tons



10.0
%


145



6.3Corn


47.8



bushels



10.0
%


4.87



23.3Natural gas


6.1



btus



10.0
%


7.44



4.6     (1)
    
    The volume of ethanol at risk is based on the assumption that we
    will enter into contracts for 41% of our expected annual gallons
    capacity of 197 million gallons at a 5% denaturant blend
    rate. The volume of distiller grains at risk is based on the
    assumption that we will enter into contracts for 32% of our
    expected annual distiller grain production of 634,000 tons. The
    volume of corn is based on the assumption that we will enter
    into forward contracts for 32% of our estimated current
    70.3 million bushel annual requirement. The volume of
    natural gas is based on the assumption that we will not enter
    into any forward contracts for our estimated 6.1 mmbtu annual
    requirements.(2)
    
    Current spot prices include the CBOT price per gallon of ethanol
    and the price per bushel of corn, the NYMEX price per mmbtu of
    natural gas and our listed local advertised dried distiller
    grain price per ton as of September 30, 2008. 39




---



##### Table of Contents



INTEREST
    RATE/FOREIGN EXCHANGE RISK
      IMPACT OF
    INFLATION
    OFF-BALANCE
    SHEET ARRANGEMENTS
    GOVERNMENT
    PROGRAMS, TAX CREDITS AND TAX INCREMENT FINANCING
        ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK FOR OUR CURRENT
    OPERATIONS    ITEM 8.
    FINANCIAL
    STATEMENTS  Financial Statements

PageAdvanced BioEnergy, LLCReport of Independent Registered Public
    Accounting Firm


41Financial Statements:Consolidated Balance Sheets


42Consolidated Statements of Operations and
    Comprehensive Loss


43Consolidated Statement of Changes in
    Members Equity


44Consolidated Statements of Cash Flows


45Notes to Consolidated Financial Statements


46  40




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm  
            
  
 41




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  Consolidated
    Balance Sheets
  September 30,


September 30,2008


2007(Dollars in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
14,762


$
7,111Accounts receivable:Trade accounts receivable


10,929



2,997Due from broker


1,283



1,036Other


183



70Inventories


13,587



7,798Prepaid expenses


1,937



1,202Current portion of restricted cash


4,963



613Total current assets


47,644



20,827Property and equipment, net


251,611



242,937Other assets:Restricted cash


3,090



1,165Deferred financing costs, net


6,306



1,559Goodwill






29,148Other assets


1,055



1,199Total Assets

$
309,706


$
296,835LIABILITIES AND MEMBERS EQUITYCurrent liabilities:Accounts payable

$
8,966


$
25,685Accrued expenses


6,383



7,042Derivative financial instruments


1,242



1,172Current portion of long-term debt


134,534



111,779Total current liabilities


151,125



145,678Deferred income


6,732



6,732Long-term debt


82,638



51,471Other liabilities


1,786



Members equity:Members capital, no par value, authorized 20,000,000
    Units, 9,919,162 and 9,848,028 units outstanding and
    2,750,000 and 0 units subscribed for at September 30,
    2008 and 2007, respectively


153,516



120,019Retained deficit


(84,305
)


(27,065
)Accumulated other comprehensive loss


(1,786
)


Total members equity


67,425



92,954Total liabilities and members equity

$
309,706


$
296,835    42




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  Consolidated
    Statements of Operations and Comprehensive Loss
  Years EndedSeptember 30,


September 30,2008


2007(Dollars in thousands,except per unit data)Net salesEthanol and related products

$
393,746


$
57,754Other


612



623Total net sales


394,358



58,377Cost of goods sold


389,483



67,376Gross profit (loss)


4,875



(8,999
)Selling, general and administrative


13,781



14,233Impairment of goodwill


29,148



Operating loss


(38,054
)


(23,232
)Other income


786



297Interest income


611



977Interest expense


(20,583
)


(1,303
)Net loss before minority interest


(57,240
)


(23,261
)Minority interest






(1,771
)Net loss

$
(57,240
)

$
(25,032
)Other comprehensive loss:Interest rate swap obligation


(1,786
)


Comprehensive loss

$
(59,026
)

$
(25,032
)Basic & diluted weighted average units outstanding


9,863,618



8,854,151Loss per unit  basic and diluted

$
(5.80
)

$
(2.83
)    43




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  Consolidated
    Statements of Changes in Members Equity
 For the
    Years Ended September 30, 2007 and 2008
  AccumulatedOtherMember


Member


Retained


Comprehensive


DeferredUnits


Capital


Deficit


Income


Compensation


Total(Dollars in thousands)MEMBERS EQUITY  September 30, 2006


7,165,600


$
66,821


$
(2,033
)

$



$
(238
)

$
64,550Issuance of membership units, in connection with purchase of
    Heartland Grain Fuels, L.P.


2,631,578



52,632















52,632Issuance of membership units for services


50,850



897















897Amortization of unearned compensation


















238



238Unit compensation expense






292















292Member distribution






(623
)














(623
)Net loss










(25,032
)










(25,032
)MEMBERS EQUITY  September 30, 2007


9,848,028


$
120,019


$
(27,065
)

$



$



$
92,954Issuance of 450,000 warrants in connection with note payable






2,260















2,260Issuance of contingently issuable units in connection with IRF
    purchase






750















750Unit compensation expense


142,000



636















636Issuance of subscribed membership units for note conversion






30,318















30,318Put options exercised


(45,403
)


(467
)














(467
)Membership units forfeited


(25,463
)


















Net loss










(57,240
)










(57,240
)Interest rate swap obligations














(1,786
)






(1,786
)MEMBERS EQUITY  September 30, 2008


9,919,162


$
153,516


$
(84,305
)

$
(1,786
)

$



$
67,425    44




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  Consolidated
    Statements of Cash Flows
  Years EndedSeptember 30,


September 30,2008


2007(Dollars in thousands)Cash flows from operating activitiesNet loss

$
(57,240
)

$
(25,032
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation


22,129



4,461Goodwill impairment


29,148



Loss on disposal of site development costs


751



Amortization of deferred financing costs


1,087



1,357Amortization of debt discount


2,260



Impairment of IRF purchase intangible


750



2,812Unit compensation expense


636



1,427Interest expense converted to membership units


3,187



Unrealized loss on derivative financial instruments


70



1,475Minority interest in net income






1,771Changes in working capital components net of effects of
    acquisition of HGF:Receivables


(8,292
)


(1,236
)Inventories


(5,789
)


(5,896
)Prepaid expenses


(735
)


(941
)Accounts payable


6,638



(2,991
)Accrued expenses


543



5,654Net cash used in operating activities


(4,857
)


(17,139
)Cash flows from investing activitiesPurchase of Heartland Grain Fuels, LP, net of cash acquired






(15,204
)Purchase of property and equipment


(54,757
)


(132,342
)Change in other assets


144



(497
)(Increase) decrease in cash held in escrow


(6,275
)


31,911Net cash used in investing activities


(60,888
)


(116,132
)Cash flows from financing activitiesPayments on debt


(56,725
)


(875
)Proceeds from long-term debt


130,588



132,726Distribution to members






(623
)Repurchase of units


(467
)


Payment of deferred offering and financing costs






(1,660
)Net cash provided by financing activities


73,396



129,568Net increase (decrease) in cash and cash equivalents


7,651



(3,703
)Beginning cash and cash equivalents


7,111



10,814Ending cash and cash equivalents

$
14,762


$
7,111Supplemental disclosure of non cash transactionsDeferred financing cost paid from long term debt proceeds

$
5,988


$
1,373Unrealized loss on interest rate swaps


1,786



Membership units issued for acquisition of assets






52,632Accounts payable incurred for construction in process






23,357Financing costs amortized to construction in progress


154



147Promissory notes and accrued interest converted into membership
    units


27,181



Supplemental disclosure of cash flow information:Cash paid for interest, net of capitalized interest of $2,724 in
    2008 and $7,885 in 2007

$
13,337


$
108    45




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 September 30,
    2008 and 2007
  1.
    Organization
    and Significant Accounting Policies      Cash
    and Cash Equivalents
    Fair
    Value of Financial Instruments
    Receivables
    Derivative
    Instruments/Due From Broker
  Accounting for
    Derivative Instruments and Hedging Activities.
 46




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Interest
    Rate Swaps and Subsequent Event
    2009

$
8,0002010


18,0002011


10,0002012


10,0002013


20,000Total

$
66,000     Inventories
    Property
    and Equipment
    Buildings


40 YearsProcess equipment


10 YearsOffice equipment


5-7 Years      47




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Deferred
    Financing Costs
    Goodwill
  Goodwill and Other Intangible
    Assets
    Deferred
    Income
    Revenue
    Recognition
    Unit
    Based Compensation
    Shipping
    Costs
    Loss
    Per Unit
   48




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Segment
    Reporting
    Accounting
    Estimates
    Income
    Taxes
    New
    Accounting Pronouncements
  Fair Value Measurements
  The Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115 Fair Value
    Measurements
  Disclosures about Derivative Instruments and Hedging
    Activities
 49




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No. 133-1 FIN 45-4, Disclosures about Credit Derivatives and Certain
    Guarantees Guarantors Accounting and Disclosure
    Requirements for Guarantees, Including Indirect Guarantees of
    Indebtedness to Others
  No. 07-5, Determining Whether an Instrument (or an Embedded
    Feature) Is Indexed to an Entitys Own Stock (EITF 07-5). EITF 07-5 EITF 07-5 EITF 07-5
  2.
    Going
    Concern         50




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        3.
    Inventories
    and Property and Equipment    September 30,


September 30,2008


2007Corn

$
843


$
5,500Chemicals


593



164Work in process


3,524



552Ethanol


4,503



609Distillers grain


2,216



58Supplies and parts


1,908



915Total

$
13,587


$
7,798   September 30,


September 30,2008


2007Land

$
3,992


$
2,428Buildings


21,169



7,178Process equipment


251,688



51,597Office equipment


1,267



590Construction in process


116



185,636278,232



247,429Accumulated depreciation


(26,621
)


(4,492
)Property and equipment, net

$
251,611


$
242,937    51




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    4.
    Long Term
    Debt and Subsequent Events    September 30,

September 30,


September 30,2008

2008


2007Interest Rate

Principal Amount


Principal AmountHGF senior credit facility

6.29 - 8.27%

$
87,979


$
42,000HGF working capital

6.69%


7,500



HGF subordinated solid waste facilities revenue bonds

8.25%


19,000



ABE Heartland note payable








5,000ABE Fairmont senior credit facility

5.75 - 7.53%


85,500



83,124ABE Fairmont seasonal line








ABE Fairmont subordinate exempt facilities bonds

6.75%


7,000



7,000Advanced BioEnergy convertible note








25,929Advanced BioEnergy secured term loan

15%


10,000



Other

7.5%


193



197Total outstanding




217,172



163,250Less: amounts due within one year




(134,534
)


(111,779
)Long-term debt



$
82,638


$
51,471     2009

$
134,5342010


10,4062011


11,2212012


11,3912013


11,215Thereafter


38,405Total debt

$
217,172   Senior
    Credit Agreement for the South Dakota Plants
     52




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Subordinate
    Solid Waste Facilities Revenue Bonds
      Senior
    Credit Facility for the Fairmont Plant
     53




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Fillmore
    County Subordinate Exempt Facilities Revenue Bonds for the
    Fairmont plant
    Secured
    Term Loan Note
    i.e
 54




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Subordinated
    Convertible Debt Financing
    5.
    Members
    Equity  Convertible
    Notes
      Fairmont
    Development Fee
    Restricted
    Unit Agreements
     55




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Employment
    Agreements
    Warrants
    6.
    Commitments
    and Contingencies  Lease
    Commitments
    2009

$
2,7212010


2,5962011


2,1422012


1,383$
8,842     7.
    Major
    Customers  E-85
  E-85
   56




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September 30,


September 30,2008


2007Gavilon  HGF EthanolTwelve month revenues

$
59,476


$
Receivable balance


4,570



Dakotaland  HGF Distiller GrainsTwelve month revenues


15,447



8,157Receivable balance


732



309   8.
    Risk
    Management    Commodity

Quantity


Amount


Period CoveredCorn


2,165 bushels


$
11,325



March 2009Ethanol


20,132 gallons


$
41,788



December 2008Distiller Grains


68,506 tons


$
10,189



March 2009     Year EndedSeptember 30,


September 30,2008


2007Ethanol related losses

$
(2,594
)

$
(18,508
)Corn gains (losses)


(478
)


1,036   Accounting for Derivative Instruments and Hedging
    Activities
   57




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   9.
    Employee
    Benefit Plan    10.
    Acquisition
    of HGF    Cash acquired

$
2,414Current assets


5,052Property and equipment


66,634Other long-term assets


635Goodwill


29,148Total assets acquired


103,883Current liabilities


(8,645
)Long-term debt


(26,758
)Minority interest


1,771Fair value of assets and liabilities assumed and accrued, net

$
70,251     2007(In thousands,except per unit data)(Unaudited)Net sales

$
66,521Gross loss


(8,204
)Gross loss %


(12.3
)%Selling, general and administrative


14,335Net loss

$
(22,732
)Loss per unit  basic and diluted

$
(2.83
)   58




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Related
    Party Transactions  Corn
    purchases from directors
      Farm
    lease with a director
   59




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A(T).
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
  Rule 13a-15(e) 15d-15(e)
  Managements
    Annual Report on Internal Control over Financial
    Reporting
          Changes
    in Internal Controls over Financial Reporting
  Rules 13a-15 15d-15
  ITEM 9B.
    OTHER
    INFORMATION   60




---



##### Table of Contents



PART III ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    Identification
    of Directors, Executive Officers
    Name

Age

Position

SinceDirectors  Group I (term expiring in
    2009)Scott Brittenham


50


Director


2008Larry L. Cerny


67


Director


2005Directors  Group II (term expiring in
    2010)Troy Otte


42


Director


2005Keith E. Spohn


50


Director


2005Directors  Group III (term expiring in
    2011)Revis L. Stephenson III


42


Director


2005Thomas A. Ravencroft


72


Director


2008John E. Lovegrove


53


Chairman of the Board


2005Richard R. Peterson


43


Interim Chief Executive Officer, Vice President of Finance and
    Accounting and Chief Financial OfficersPerry C. Johnston


46


Vice President, General Counsel and Secretary     Scott Brittenham
  Larry L. Cerny
 61




---



##### Table of Contents



Troy Otte
  Keith E. Spohn
  Revis L. Stephenson III
  Thomas A. Ravencroft
  John E. Lovegrove
  Richard R. Peterson
  Perry C. Johnston
  Family
    Relationships
   62




---



##### Table of Contents



Committees
    of the Board of Directors
    Audit Committee. Regulation S-B,
  Compensation Committee.
  Nominating Committee.
  Risk Management Committee.
  Executive Committee.
  Board of
    Directors Meetings and Attendance
   63




---



##### Table of Contents



Code of
    Ethics
    Director
    Nominee Selection Policy
    
    the name and address of record of the member who is making the
    recommendation;
    a representation that the member is a holder of record of our
    membership units entitled to vote at the meeting;
    the name, age, business and residence addresses, and principal
    occupation or employment of each nominee;
    a description of all arrangements or understandings between the
    member and each nominee and any other person or persons (naming
    the person or persons) pursuant to which the recommendation is
    made;
    such other information regarding each nominee proposed by the
    member as would be required to be included in a proxy statement
    filed pursuant to the proxy rules of the Securities and Exchange
    Commission; and
    the consent of each nominee to serve as a director if so elected.    Attendance
    at Member Meetings
    Procedures
    for Contacting the Board of Directors
   64




---



##### Table of Contents



Report of
    the Audit Committee
    Form 10-K
  The Audit Committee
  Larry L. Cerny
 Thomas Ravencroft
 Scott Brittenham
  Section 16(a)
    Beneficial Ownership Reporting Compliance
     65




---



##### Table of Contents



ITEM 11.
    EXECUTIVE
    COMPENSATION  Summary
    Compensation Table
    Name and Principal










Unit


All OtherPosition

Year


Salary ($)(6)


Bonus ($)


Awards ($)(1)


Compensation ($)


Total ($)Revis L. Stephenson III


2008



300,000



10,125



462,537



42,818
(2)


815,490Chief Executive Officer (Suspended)


2007



300,000



150,000



1,202,274



23,327
(2)


1,675,601Donald E. Gales


2008



145,192







47,000



345,478
(3)


537,670Chief Operating Officer and President (Former)


2007



250,000



125,000



177,000



18,839
(3)


570,839Richard R. Peterson


2008



200,000



31,750



84,000



23,308
(4)


339,058Interim Chief Executive Officer, Vice President of Accounting
    and Finance and Chief Financial Officer


2007



154,807



152,500







19,805
(4)


327,112Perry C. Johnston


2008



200,000



31,750



84,000



8,077
(5)


323,827Vice President, General Counsel and Secretory     (1)
    
    Values expressed represent the actual compensation cost
    recognized by our company for financial reporting purposes
    during the fiscal year ended September 30, 2008 for equity
    awards granted in 2007 and prior years. We calculated these
    amounts in accordance with Statement of Financial Accounting
    Standards No. 123 (revised 2004), Share-Based
    Payment, based on the grant date fair value of the awards
    utilizing the assumptions set forth in Notes 1 and 5 to our
    consolidated financial statements included in Item 8 of
    this Annual Report on
    Form 10-K.
    The expressed values exclude any monetary amount received for
    the sale of related units to the company through exercising put
    options.(2)
    
    The 2008 amounts consist of $12,830 for the portion of the
    lease, fuel, insurance and maintenance expenses cost for
    personal use of a company-owned vehicle, $11,731 in company
    contributions to the 401(k) plan, $1,925 in reimbursement of
    expenses for tax planning and tax return preparation and $16,332
    in reimbursement of penalties and interest incurred for prior
    year tax returns due to Form 1099s not being prepared
    timely by the Company. The 2007 amounts consist of $10,795 for
    the portion of the lease, fuel, insurance and maintenance
    expenses cost for personal use of a company-owned vehicle,
    $9,807 in company contributions to the 401(k) plan, and $2,725
    in reimbursement of expenses for tax planning and tax return
    preparation.(3)
    
    The 2008 amounts consist of $309,956 of severance and $20,611 of
    accrued vacation paid upon his termination in May 2008, $6,065
    for the portion of the lease, fuel, insurance and maintenance
    expenses cost for personal use of a company-owned vehicle and
    $8,846 in company contributions to the 401(k) plan. The 2007
    amounts consist of $10,666 for the portion of the lease, fuel,
    insurance and maintenance expenses cost for personal use of a
    company-owned vehicle and $8,173 in company contributions to the
    401(k) plan.(4)
    
    The 2008 amounts consist of $11,943 for the portion of the
    lease, fuel, insurance and maintenance expenses cost for
    personal use of a company-owned vehicle and $11,365 in company
    contributions to the 401(k) plan. The 2007 amounts consist of
    $14,083 for the portion of the lease, fuel, insurance and
    maintenance expenses cost for personal use of a company-owned
    vehicle and $5,722 in company contributions to the 401(k) plan.(5)
    
    Amounts consist of $8,077 in company contributions to the 401(k)
    plan.(6)
    
    Amounts consist of bonuses earned under employment agreements
    and other bonuses separately approved by the board of directors. 66




---



##### Table of Contents



Employment
    Agreements with Named Executive Officers
  Revis L. Stephenson III.
    12-month 24-month
  24-month
    Donald E. Gales.
 67




---



##### Table of Contents



12-month 24-month
  24-month post-termination
  Richard R. Peterson.
  24-month 24-month
   68




---



##### Table of Contents



12-month
  Perry C. Johnston.
  24-month 24-month
  12-month
  Project
    Development Fee
      Restricted
    Unit Grants
  Strategic Bonus Awards.
 69




---



##### Table of Contents



Other Awards.
  Outstanding
    Equity Awards at 2008 Fiscal Year-End
    Unit AwardsEquity Incentive


Equity IncentivePlan Awards:


Plan Awards:Number of


Market Value of


Number of


Market or PayoutUnits That Have


Units That Have


Unearned Units


Value of UnearnedNot Vested


Not Vested


That Have Not


Units That HaveName

(#)


($)(1)


Vested (#)(2)


Not Vested ($)(1)Revis L. Stephenson III


29,750
(3)


75,863



221,000



563,550Donald E. Gales














Richard R. Peterson


12,000
(4)


30,600







Perry C. Johnston


15,000
(5)


38,250







     (1)
    
    Amount shown based on a unit price of $2.55, which was the
    estimated market value of the units at the end of fiscal 2008.(2)
    
    Amounts shown represent the additional units that may be earned
    by Mr. Stephenson under restricted unit agreement
    evidencing a strategic bonus awards. The terms of these awards,
    including the circumstances under which the units may be earned
    and become vested, are described above under the captions
    Restricted Unit Grants  Strategic Bonus
    Awards.(3)
    
    10,000 of these units vested in October 2008, 9,750 vested in
    November 2008 and 10,000 vest in October 2009.(4)
    
    3,000 of these units vest on each October 1 of the years
    2008-2011.(5)
    
    3,000 of these units vest on each October 1 of the years
    2008-2012. 70




---



##### Table of Contents



Payments
    Upon Resignation, Retirement or Other Termination
      Change in
    Control Arrangements
         71




---



##### Table of Contents



Director
    Compensation
      Fees Earned or

Stock

All OtherName

Paid in Cash ($)

Awards ($)

Compensation ($)

Total ($)Robert Bettger


13,167











13,167Larry L. Cerny


17,750











17,750Richard Hughes


12,167











12,167John E. Lovegrove


28,500











28,500Troy Otte


18,750











18,750Keith Spohn


15,500











15,500Robert W. Holmes


28,750











28,750Dale Locken


24,750











24,750Scott Brittenham


833











833Thomas Ravencroft


2,583











2,583    72




---



##### Table of Contents



ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED UNITHOLDER MATTERS  Security
    Ownership of Certain Beneficial Owners and Management
      Percentage ofAmount and Nature of

OutstandingName of Beneficial Owner or Identity of Group

Beneficial Ownership

Membership UnitsNon-Employee Directors:Larry L. Cerny


30,000
(1)


*John E. Lovegrove


43,000
(2)


*Keith Spohn


20,000
(3)


*Scott Brittenham


3,250,000
(4)


25.7
%Thomas A. Ravencroft


18,900
(5)


*Troy Otte


34,500



*Named Executive Officers:Revis L. Stephenson III


294,845
(6)


2.3
%Richard R. Peterson


12,600
(7)


*Perry Johnston


13,800
(8)


*Don Gales


22,687
(9)


*Executive officers and directors as a group (14 persons)


5,213,936
(11)


41.2
%Other beneficial owners:South Dakota Wheat Growers Association
    110 6th Avenue SE
    Aberdeen, SD 57402


1,271,452



10.0
%Tennessee Ethanol Partners, L.P. 
    Rockefeller Center, 7th Floor 
    1230 Avenue of the Americas 
    New York, NY 10020


3,250,000
(10)


25.7
%     *
    
    Less than 1%.  (1)
    
    Units are owned by the Larry L. Cerny Trust, Larry L. Cerny is
    the creator of the trust. 15,000 of these units are pledged as
    security.(2)
    
    Includes units owned jointly with Mr. Lovegroves
    spouse. Certain of these units are pledged as collateral to
    secure a loan, the proceeds of which were used to finance the
    purchase of the units.(3)
    
    Includes units owned jointly with Mr. Spohns spouse.
    Certain of these units are pledged as collateral to secure a
    loan, the proceeds of which were used to finance the purchase of
    the units.(4)
    
    Includes 3,250,000 units held by Tennessee Ethanol
    Partners, L.P. Mr. Brittenham serves on the board and as
    President and Chief Executive Officer of Tennessee Ethanol
    Partners, L.P. Mr. Brittenham disclaims beneficial
    ownership of these securities.(5)
    
    Includes 18,900 units held in the name of the Thomas A.
    Ravencroft Declaration of Trust, Mr. Ravencroft is the
    creator of the Trust. 73




---



##### Table of Contents



(6)
    
    Includes 79,000 membership units issued under a restricted unit
    agreement to an affiliate of Mr. Stephenson, of which
    10,000 membership units remain restricted and subject to
    possible forfeiture until they vest in October 2009. The table
    does not include up to 221,000 restricted units that may be
    issued to an affiliate of Mr. Stephenson pursuant to a
    restricted unit agreement. Of the membership units reported as
    beneficially owned, 120,000 membership units are pledged.(7)
    
    Includes 12,600 restricted units issued to an affiliate of
    Mr. Peterson. Of these units, 3,600 membership units are
    vested and the remainder will vest over a three year period
    ending on October 1, 2011.(8)
    
    Includes 13,800 restricted units held by Perry C. Johnston. Of
    these units, 1,800 membership units are vested and the remainder
    will vest over a four year period ending on October 1, 2012.(9)
    
    Includes 22,687 units issued to an affiliate of Don Gales.(10)
    
    Ethanol Capital Management, LLC, an affiliate of Tennessee
    Ethanol Partners, has shared voting and investment power over
    the units.(11)
    
    Include units issued to former directors and affiliates,
    including the 1,272,452 units held by South Dakota Wheat
    Growers Association in which our former director Dale Locken is
    the Chief Executive Officer.  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Related
    Party Transaction Approval Policy
    Transactions
    with Promoters and Related Persons
    Purchase
    of Project Development Fee Units
    Purchase
    of Employment Agreement Units
  Form 10-KSB
  Convertible
    Promissory Notes Issued to Ethanol Investment Partners,
    LLC
   74




---



##### Table of Contents



Grain
    Purchases from South Dakota Wheat Growers Association.
    Grain
    Purchases from Directors
    Purchases DuringDirector

Fiscal 2008Robert E. Bettger

$
373,153
(1)Richard W. Hughes


65,192
(2)John E. Lovegrove


430,603
(3)Troy Otte


1,052,653
(4)Keith E. Spohn


192,459
(5)     (1)
    
    Includes $87,287 in purchases from Mr. Bettger, $32,910 in
    purchases made from Mr. Bettgers wife and $269,409
    from partnerships owned in part by Mr. Bettger.
    Mr. Bettger is no longer a director of the Company. 75




---



##### Table of Contents



(2)
    
    Includes purchases from a corporation controlled by
    Mr. Hughes. Mr. Hughes is no longer a director of the
    Company.(3)
    
    Includes purchases made from a corporation controlled by
    Mr. Lovegrove.(4)
    
    Includes $105,994 in purchases from Mr. Otte and $946,659
    in purchases from a limited liability company in which
    Mr. Otte has a 50% ownership interest.(5)
    
    Includes purchases from a corporation controlled by
    Mr. Spohn.    Transactions
    with Bettger Brothers Partnership
    Director
    Independence
    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES  Fees
    Billed by McGladrey & Pullen LLP
    Fiscal 2008


Fiscal 2007Description of Fees

Amount


AmountAudit Fees

$
239,900


$
294,400Audit-Related Fees






Total Audit and Audit-Related Fees


239,900



294,400Tax Fees:Tax Compliance Fees


69,488



19,283Tax Consultation and Advice Fees


112,613



Total Tax Fees


182,101



19,283All Other Fees






Total

$
422,001


$
313,683   Audit
    Fees
     76




---



##### Table of Contents



Form SB-2),
  Audit-Related
    Fees
    Tax
    Compliance Fees
    Tax
    Consultation and Advice Fees
    All
    Other Fees
    Pre-Approval
    Policies and Procedures
    ITEM 15.
    EXHIBITS.  Financial Statements
  Exhibits
 77




---



##### Table of Contents



SIGNATURES       By:
    /s/  Richard
    R. Peterson   Interim Chief Executive Officer, Vice President of
 Accounting and Finance and Chief Financial Officer
    Name

Title/s/  Richard
    R. PetersonRichard
    R. Peterson

Interim Chief Executive Officer, Vice President of Accounting
    and Finance and Chief Financial Officer
    (Principal Executive, Financial and Accounting Officer)*Scott
    Brittenham

Director*Larry
    L. Cerney

Director*Troy
    Otte

Director*Keith
    E. Spohn

Director*Revis
    L. Stephenson

Director*Thomas
    A. Ravencroft

Director*John
    E. Lovegrove

Director/s/  Richard
    R. PetersonRichard
    R. Peterson, as power of attorney, where designated by *  78




---



##### Table of Contents



EXHIBIT INDEX1
  ExhibitNumber

Description

Method of Filing2
.1

Partnership Interest Purchase Agreement with HGF Acquisition,
    LLC, Aventine Renewable Energy, Inc., Dakota Fuels, Inc., South
    Dakota Wheat Growers Association, Heartland Producers, LLC, and
    Heartland Grain Fuels, L.P. dated as of November 7, 2006

Incorporated by reference(A)2
.2

Partnership Interest and Stock Purchase Agreement with HGF
    Acquisition, LLC, Heartland Grain Fuels, L.P, Heartland
    Producers, LLC, South Dakota Wheat Growers Association and
    Dakota Fuels, Inc. dated as of November 7, 2006

Incorporated by reference(B)3
.1

Certificate of Formation

Incorporated by reference(C)3
.2

Third Amended and Restated Operating Agreement dated February 1,
    2006

Incorporated by reference(D)4
.1

Form of Certificate of Membership Units

Incorporated by reference(E)4
.2

Subscription Agreement of Registrant

Incorporated by reference(F)4
.4

Note Purchase Agreement with Ethanol Investment Partners, LLC
    dated as of April 20, 2007

Incorporated by reference(VV)4
.5

Form of 15% Subordinated Convertible Promissory Note issued
    to Ethanol Investment Partners, LLC

Incorporated by reference(WW)4
.6

15% Subordinated Convertible Note issued to Ethanol
    Investment Partners, LLC dated as of June 20, 2007

Incorporated by reference(XX)4
.7

Secured Term Loan Note issued to PJC Capital LLC dated October
    17, 2007

Incorporated by reference(YY)4
.8

Warrant to Purchase Units of Advanced BioEnergy, LLC dated
    October 17, 2007

Incorporated by reference(ZZ)10
.1

Promissory Note (Operating Loan) and Loan Agreement with Farm
    Credit Services of America, PCA dated February 13, 2006

Incorporated by reference(G)10
.2

Master Loan Agreement with Farm Credit Services of America, FLCA
    dated February 17, 2006

Incorporated by reference(H)10
.3

Amendment to Master Loan Agreement with Farm Credit Services of
    America, FLCA dated April 11, 2006

Incorporated by reference(I)10
.4

Statused Revolving Credit Supplement with Farm Credit Services
    of America, FLCA dated February 17, 2006

Incorporated by reference(J)10
.5

Construction and Revolving Term Loan Supplement with Farm Credit
    Services of America, FLCA dated February 17, 2006

Incorporated by reference(K)10
.6

Construction and Term Loan Supplement with Farm Credit Services
    of America, FLCA dated February 17, 2006

Incorporated by reference(UU)10
.7

Loan and Trust Agreement with the County of Fillmore, State of
    Nebraska and Wells Fargo N.A. dated April 1, 2006

Incorporated by reference(L)10
.8

Promissory Note issued to the County of Fillmore, State of
    Nebraska dated April 27, 2006

Incorporated by reference(M)10
.9

Subordinate Deed of Trust and Construction Security Agreement
    with Wells Fargo Bank dated April 27, 2006

Incorporated by reference(N)10
.10

Lump-Sum Design Build Agreement with Fagen, Inc. dated March 16,
    2006*

Incorporated by reference(KKK)10
.11

ICM License Agreement with ICM, Inc. dated March 13, 2006

Incorporated by reference(O)    1
 79




---



##### Table of Contents



ExhibitNumber

Description

Method of Filing10
.12

Contract for Electrical Service with Perennial Public Power
    District dated April 25, 2006

Incorporated by reference(P)10
.13

Employment Agreement with Revis L. Stephenson III dated
    April 7, 2006+

Incorporated by reference(Q)10
.14

Employment Agreement with Don Gales dated April 7, 2006+

Incorporated by reference(R)10
.15

Track Material Purchase Agreement with the Tie Yard of Omaha
    dated May 5, 2006

Incorporated by reference(S)10
.16

Consulting Agreement with BioEnergy Capital Consultants, LLC
    dated March 22, 2005

Incorporated by reference(T)10
.17

Project Development Fee Agreement with Robert W. Holmes and
    Revis L. Stephenson III dated May 19, 2005

Incorporated by reference(U)10
.18

Planting Agreement for Crop Year 2005 with Bettger Brothers
    Partnership

Incorporated by reference(V)10
.19

Lock-Up Agreement with Revis L. Stephenson III, BioEnergy
    Capital Consultants LLC, Holmes Residuary Trust dated November
    4, 2005

Incorporated by reference(W)10
.20

Letter Agreement with Oppenheimer & Co. Inc. dated November
    22, 2005

Incorporated by reference(X)10
.21

Ethanol Fuel Marketing Agreement with Renewable Products
    Marketing Group, L.L.C. dated July 19, 2006

Incorporated by reference(Y)10
.22

Distillers Grain Marketing Agreement with Commodity
    Specialist Company dated May 31, 2006

Incorporated by reference(LLL)10
.23

Farm Lease and Security Agreement with Bettger Brothers
    Partnership dated April 30, 2006

Incorporated by reference(MMM)10
.24

Agreement between Heartland Grain Fuels, LP and ICM, Inc. dated
    July 14, 2006

Incorporated by reference(JJ)10
.25

Letter of Intent with ICM, Inc. dated December 19, 2006*

Incorporated by reference(KK)10
.26

Investor Rights Agreement with South Dakota Wheat Growers
    Association dated as of November 7, 2006

Incorporated by reference(Z)10
.27

Amended and Restated Employment Agreement with Richard Peterson
    dated December 11, 2007+

Incorporated by reference(AA)10
.28

Restricted Unit Agreement with Stephenson Holdings, Inc. dated
    November 7, 2006+

Incorporated by reference(BB)10
.29

Restricted Unit Agreement with Gales Holdings, Inc. dated
    November 7, 2006+

Incorporated by reference(CC)10
.30

South Dakota Grain Fuels, L.P. Agreement of Limited Partnership
    dated August 27, 1991

Incorporated by reference(NNN)10
.31

Amendment to the Agreement of Limited Partnership of Heartland
    Grain Fuels, L.P. dated November 8, 2006

Incorporated by reference(OOO)10
.32

Master Loan Agreement between Farm Credit Services of America,
    FLCA and ABE Fairmont, LLC dated as of November 20, 2006

Incorporated by reference(DD)10
.33

Construction and Term Loan Supplement to the Master Loan
    Agreement between Farm Credit Services of America, FLCA and ABE
    Fairmont, LLC entered into as of November 20, 2006

Incorporated by reference(EE)10
.34

Construction and Revolving Term Loan Supplement to the Master
    Loan Agreement between Farm Credit Services of America, FLCA and
    ABE Fairmont, LLC entered into as of November 20, 2006

Incorporated by reference(FF) 80




---



##### Table of Contents



ExhibitNumber

Description

Method of Filing10
.35

Amendment to the Construction and Term Loan Supplement to the
    Master Loan Agreement between Farm Credit Services of America,
    FLCA and ABE Fairmont, LLC entered into as of November 20, 2006

Incorporated by reference(GG)10
.36

Amendment to the Construction and Revolving Term Loan Supplement
    to the Master Loan Agreement between Farm Credit Services of
    America, FLCA and ABE Fairmont, LLC entered into as of November
    20, 2006

Incorporated by reference(HH)10
.37

Administrative Agency Agreement among Farm Credit Services of
    America, FLCA, CoBank, ACB and ABE Fairmont, LLC dated as of
    November 20, 2006

Incorporated by reference(II)10
.38

Ethanol Marketing Agreement between Heartland Grain Fuels, L.P.
    and Williams Ethanol Services, Inc. dated November 30, 2000, as
    amended*

Incorporated by reference(PPP)10
.39

By-Product Marketing Agreement between Heartland Grain Fuels
    L.P. and Dakotaland Feeds, LLC dated February 1, 2001*

Incorporated by reference(QQQ)10
.40

Grain Origination Agreement between Heartland Grain Fuels, L.P.
    and South Dakota Wheat Growers Association dated November 8,
    2006*

Incorporated by reference(RRR)10
.41

Lump-Sum Design-Build Agreement between ABE Northfield, LCC and
    Fagen, Inc. dated February 7, 2007*

Incorporated by reference(LL)10
.42

Form of Change of Control Agreement dated July 31, 2007 between
    Advanced BioEnergy, LLC and each of Revis L. Stephenson III,
    Donald Gales and Richard Peterson+

Incorporated by reference(MM)10
.43

Restricted Unit Agreement dated July 31, 2007 between Advanced
    BioEnergy, LLC and Gales Holdings, Inc.+

Incorporated by reference(NN)10
.44

Restricted Unit Agreement dated July 31, 2007 between Advanced
    BioEnergy, LLC and Peterson Holdings, Inc.+

Incorporated by reference(OO)10
.45

Amended and Restated Employment Agreement with Perry C. Johnston
    dated December 11, 2007+

Incorporated by reference(PP)10
.46

Registration Rights Agreement with Ethanol Investment Partners,
    LLC dated June 25, 2007+

Incorporated by reference(QQ)10
.47

Investor Rights Agreement with South Dakota Wheat Growers
    Association dated as of November 7, 2006, as amended

Incorporated by reference(RR)10
.48

Lump-Sum Design-Build Agreement between ABE Northfield, LLC and
    Fagen, Inc. dated February 7, 2007, as amended*

Incorporated by reference(SS)10
.49

Advanced BioEnergy, LLC Promissory Note dated October 5, 2007

Incorporated by reference(TT)10
.50

Senior Credit Agreement dated as of October 1, 2007 among
    Heartland Grain Fuels, L.P., the lenders referred to therein and
    WestLB AG, New York Branch, as Administrative Agent, Collateral
    Agent, Issuing Bank, Lead Arranger, Sole Bookrunner and
    Syndication Agent

Incorporated by reference(AAA)10
.51

Accounts Agreement dated as of October 1, 2007 among Heartland
    Grain Fuels, L.P., Amarillo National Bank, as the Accounts Bank
    and Securities Intermediary, WestLB AG, New York Branch, as
    Administrative Agent and Collateral Agent, and Wells Fargo Bank,
    National Association, as Trustee of the Brown County, South
    Dakota Subordinate Solid Waste Facilities Revenue Bonds
    (Heartland Grain Fuels, L.P. Ethanol Plant Project) Series
    2007A, as the Second Lien Agent for the Second Lien Claimholders

Incorporated by reference(BBB) 81




---



##### Table of Contents



ExhibitNumber

Description

Method of Filing10
.52

Bond Trust Indenture dated as of October 1, 2007 between Brown
    County, South Dakota and Wells Fargo Bank, National Association
    as Bond Trustee

Incorporated by reference(CCC)10
.53

Loan Agreement dated as of October 1, 2007 between Heartland
    Grain Fuels, L.P. and Brown County, South Dakota

Incorporated by reference(DDD)10
.54

Amendment to Grain Origination Agreement dated as of October 1,
    2007 between Heartland Grain Fuels, L.P. and South Dakota Wheat
    Growers Association

Incorporated by reference(EEE)10
.55

Membership Interest Pledge Agreement dated as of October 17,
    2007 entered into by Advanced BioEnergy, LLC in favor of PJC
    Capital, LLC

Incorporated by reference(FFF)10
.56

Amendment to the Master Loan Agreement entered into as of
    October 5, 2007 between Farm Credit Services of America, FLCA
    and ABE Fairmont, LLC

Incorporated by reference(GGG)10
.57

Statused Revolving Credit Supplement to the Master Loan
    Agreement entered into as of October 5, 2007 between Farm Credit
    Services of America, FLCA and ABE Fairmont, LLC

Incorporated by reference(HHH)10
.58

Amendment to the Statused Revolving Credit Supplement entered
    into as of October 5, 2007 between Farm Credit Services of
    America, FLCA and ABE Fairmont, LLC

Incorporated by reference(III)10
.59

Amendments to the Construction and Term Loan Supplements entered
    into as of October 5, 2007 between Farm Credit Services of
    America, FLCA and ABE Fairmont, LLC

Incorporated by reference(JJJ)10
.60

Change of Control Agreement between Advanced BioEnergy, LLC and
    William Paulson+

Incorporated by reference(SSS)10
.61

Restricted Unit Agreement dated December 27, 2007 between
    Advanced BioEnergy, LLC and Perry Johnston+

Incorporated by reference(TTT)10
.62

Master Amendment and Waiver Agreement to the Senior Credit
    Agreement between Heartland Grain Fuels, LP and the lenders
    referred to therin and WestLB AG, New York Branch, as
    Administrative Agent, Collateral Agent, Issuing Bank, Lead
    Arranger, sole Bookrunner and Syndication Agent

Incorporated by reference(UUU)10
.63

Ethanol Product Off-Take Agreement by and among Heartland Grain
    Fuels, LP and Conagra Trade Group, Inc.

Incorporated by reference(VVV)10
.64

Settlement Agreement and Release between Advanced BioEnergy,
    LLC, Ethanol Investment Partners, LLC and Ethanol Capital
    Management

Incorporated by reference(WWW)21


List of Subsidiaries of the Registrant

Filed herewith24


Powers of Attorney

Filed herewith31
.1

Rule 13a-14(a)/15d-14(a) Certification by Principal Executive
    Officer

Filed herewith31
.2

Rule 13a-14(a)/15d-14(a) Certification by Principal Financial
    and Accounting Officer

Filed herewith32


Section 1350 Certifications

Filed herewith     *
    
    Material has been omitted pursuant to a request for confidential
    treatment and these materials have been filed separately with
    the SEC.+
    
    Management compensatory plan/arrangement.(A)
    
    Incorporated herein by reference to Exhibit 2.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on November 8, 2006 (File
    No. 333-125335). 82




---



##### Table of Contents



(B)
    
    Incorporated herein by reference to Exhibit 2.2 to the
    Registrants Current Report on
    Form 8-K,
    filed on November 8, 2006 (File
    No. 333-125335).(C)
    
    Incorporated herein by reference to Exhibit 3.1 to the
    Registrants Registration Statement on
    Form SB-2,
    filed on May 27, 2005 (File
    No. 333-125335).(D)
    
    Incorporated herein by reference to Exhibit 3.2 to the
    Registrants Post Effective Amendment No. 1 to
    Registration Statement on
    Form SB-2,
    filed on February 10, 2006 (File
    No. 333-125335).(E)
    
    Incorporated herein by reference to Exhibit 4.1 to the
    Registrants Registration Statement on
    Form SB-2,
    filed on May 27, 2005 (File
    No. 333-125335).(F)
    
    Incorporated herein by reference to Exhibit 4.2 to the
    Registrants Registration Statement on
    Form SB-2,
    filed on May 27, 2005 (File
    No. 333-125335).(G)
    
    Incorporated herein by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-QSB,
    filed on May 15, 2006 (File
    No. 333-125335).(H)
    
    Incorporated herein by reference to Exhibit 10.2 to the
    Registrants Quarterly Report on
    Form 10-QSB,
    filed on May 15, 2006 (File
    No. 333-125335).(I)
    
    Incorporated herein by reference to Exhibit 10.3 to the
    Registrants Quarterly Report on
    Form 10-QSB,
    filed on May 15, 2006 (File
    No. 333-125335).(J)
    
    Incorporated herein by reference to Exhibit 10.4 to the
    Registrants Quarterly Report on
    Form 10-QSB,
    filed on May 15, 2006 (File
    No. 333-125335).(K)
    
    Incorporated herein by reference to Exhibit 10.5 to the
    Registrants Quarterly Report on
    Form 10-QSB,
    filed on May 15, 2006 (File
    No. 333-125335).(L)
    
    Incorporated herein by reference to Exhibit 10.6 to the
    Registrants Quarterly Report on
    Form 10-QSB,
    filed on May 15, 2006 (File
    No. 333-125335).(M)
    
    Incorporated herein by reference to Exhibit 10.7 to the
    Registrants Quarterly Report on
    Form 10-QSB,
    filed on May 15, 2006 (File
    No. 333-125335).(N)
    
    Incorporated herein by reference to Exhibit 10.8 to the
    Registrants Quarterly Report on
    Form 10-QSB,
    filed on May 15, 2006 (File
    No. 333-125335).(O)
    
    Incorporated herein by reference to Exhibit 10.10 to the
    Registrants Quarterly Report on
    Form 10-QSB,
    filed on May 15, 2006 (File
    No. 333-125335).(P)
    
    Incorporated herein by reference to Exhibit 10.11 to the
    Registrants Quarterly Report on
    Form 10-QSB,
    filed on May 15, 2006 (File
    No. 333-125335).(Q)
    
    Incorporated herein by reference to Exhibit 10.12 to the
    Registrants Quarterly Report on
    Form 10-QSB,
    filed on May 15, 2006 (File
    No. 333-125335).(R)
    
    Incorporated herein by reference to Exhibit 10.13 to the
    Registrants Quarterly Report on
    Form 10-QSB,
    filed on May 15, 2006 (File
    No. 333-125335).(S)
    
    Incorporated herein by reference to Exhibit 10.16 to the
    Registrants Quarterly Report on
    Form 10-QSB,
    filed on May 15, 2006 (File
    No. 333-125335).(T)
    
    Incorporated herein by reference to Exhibit 10.9 to the
    Registrants Registration Statement on
    Form SB-2,
    filed on May 27, 2005 (File
    No. 333-125335).(U)
    
    Incorporated herein by reference to Exhibit 10.10 to the
    Registrants Registration Statement on
    Form SB-2,
    filed on May 27, 2005 (File
    No. 333-125335).(V)
    
    Incorporated herein by reference to Exhibit 10.11 to the
    Registrants Pre-Effective Amendment No. 1 to
    Registration Statement on
    Form SB-2,
    filed on August 12, 2005 (File
    No. 333-125335).(W)
    
    Incorporated herein by reference to Exhibit 10.15 to the
    Registrants Pre-Effective Amendment No. 4 to
    Registration Statement on
    Form SB-2,
    filed on November 7, 2005 (File
    No. 333-125335).(X)
    
    Incorporated herein by reference to Exhibit 10.19 to the
    Registrants Post-Effective Amendment No. 1 to
    Registration Statement on
    Form SB-2,
    filed on February 10, 2006 (File
    No. 333-125335). 83




---



##### Table of Contents



(Y)
    
    Incorporated herein by reference to Exhibit 10 to the
    Registrants Quarterly Report on
    Form 10-QSB,
    filed on August 14, 2006 (File
    No. 333-125335).(Z)
    
    Incorporated herein by reference to Exhibit 10 to the
    Registrants Current Report on
    Form 8-K,
    filed on November 8, 2006 (File No.
    333-125335).(AA)
    
    Incorporated herein by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K,
    filed on December 17, 2007 (File
    No. 000-52421).(BB)
    
    Incorporated herein by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on November 7, 2006 (File
    No. 333-125335).(CC)
    
    Incorporated herein by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K,
    filed on November 7, 2006 (File
    No. 333-125335).(DD)
    
    Incorporated herein by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on November 29, 2006 (File
    No. 333-125335).(EE)
    
    Incorporated herein by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K,
    filed on November 29, 2006 (File
    No. 333-125335).(FF)
    
    Incorporated herein by reference to Exhibit 10.3 to the
    Registrants Current Report on
    Form 8-K,
    filed on November 29, 2006 (File
    No. 333-125335).(GG)
    
    Incorporated herein by reference to Exhibit 10.4 to the
    Registrants Current Report on
    Form 8-K,
    filed on November 29, 2006 (File
    No. 333-125335).(HH)
    
    Incorporated herein by reference to Exhibit 10.5 to the
    Registrants Current Report on
    Form 8-K,
    filed on November 29, 2006 (File
    No. 333-125335).(II)
    
    Incorporated herein by reference to Exhibit 10.6 to the
    Registrants Current Report on
    Form 8-K,
    filed on November 28, 2006 (File
    No. 333-125335).(JJ)
    
    Incorporated herein by reference to Exhibit 10.24 to the
    Registrants Annual Report on
    Form 10-K,
    filed on December 29, 2006 (File
    No. 333-125335).(KK)
    
    Incorporated herein by reference to Exhibit 10 to the
    Registrants Current Report on
    Form 8-K/A,
    filed on December 22, 2006 (File
    No. 333-125335).(LL)
    
    Incorporated herein by reference to Exhibit 10 to the
    Registrants Current Report on
    Form 8-K,
    filed on February 13, 2007 (File
    No. 000-52421).(MM)
    
    Incorporated herein by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on August 6, 2007 (File No.
    000-52421).(NN)
    
    Incorporated herein by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K,
    filed on August 6, 2007 (File No.
    000-52421).(OO)
    
    Incorporated herein by reference to Exhibit 10.3 to the
    Registrants Current Report on
    Form 8-K,
    filed on August 6, 2007 (File No.
    000-52421).(PP)
    
    Incorporated herein by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on December 17, 2007 (File
    No. 000-52421).(QQ)
    
    Incorporated herein by reference to Exhibit 10.3 to the
    Registrants Quarterly Report on
    Form 10-QSB,
    filed on August 14, 2007 (File
    No. 000-52421).(RR)
    
    Incorporated herein by reference to Exhibit 10.5 to the
    Registrants Quarterly Report on
    Form 10-QSB,
    filed on August 14, 2007 (File
    No. 000-52421).(SS)
    
    Incorporated herein by reference to Exhibit 10.6 to the
    Registrants Quarterly Report on
    Form 10-QSB,
    filed on August 14, 2007 (File
    No. 000-52421).(TT)
    
    Incorporated herein by reference to Exhibit 10 to the
    Registrants Current Report on
    Form 8-K,
    filed on October 11, 2007 (File No.
    000-52421).(UU)
    
    Incorporated herein by reference to Exhibit 10.10 to the
    Registrants Amendment No. 2 to Registration Statement
    on
    Form SB-2,
    filed on December 20, 2006 (File
    No. 333-137299) 84




---



##### Table of Contents



(VV)
    
    Incorporated herein by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on April 26, 2007 (File No.
    000-52421).(WW)
    
    Incorporated herein by reference to Exhibit 4.2 to the
    Registrants Current Report on
    Form 8-K,
    filed on April 26, 2007 (File No.
    000-52421).(XX)
    
    Incorporated herein by reference to Exhibit 4 to the
    Registrants Current Report on
    Form 8-K,
    filed on June 19, 2007 (File No.
    000-52421).(YY)
    
    Incorporated herein by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on October 23, 2007 (File
    No. 000-52421).(ZZ)
    
    Incorporated herein by reference to Exhibit 4.2 to the
    Registrants Current Report on
    Form 8-K,
    filed on October 23, 2007 (File
    No. 000-52421).(AAA)
    
    Incorporated herein by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on October 15, 2007 (File
    No. 000-52421).(BBB)
    
    Incorporated herein by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K,
    filed on October 15, 2007 (File
    No. 000-52421).(CCC)
    
    Incorporated herein by reference to Exhibit 10.3 to the
    Registrants Current Report on
    Form 8-K,
    filed on October 15, 2007 (File
    No. 000-52421).(DDD)
    
    Incorporated herein by reference to Exhibit 10.4 to the
    Registrants Current Report on
    Form 8-K,
    filed on October 15, 2007 (File
    No. 000-52421).(EEE)
    
    Incorporated herein by reference to Exhibit 10.5 to the
    Registrants Current Report on
    Form 8-K,
    filed on October 15, 2007 (File
    No. 000-52421).(FFF)
    
    Incorporated herein by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on October 23, 2007 (File
    No. 000-52421).(GGG)
    
    Incorporated herein by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K,
    filed on October 23, 2007 (File
    No. 000-52421).(HHH)
    
    Incorporated herein by reference to Exhibit 10.3 to the
    Registrants Current Report on
    Form 8-K,
    filed on October 23, 2007 (File
    No. 000-52421).(III)
    
    Incorporated herein by reference to Exhibit 10.4 to the
    Registrants Current Report on
    Form 8-K,
    filed on October 23, 2007 (File
    No. 000-52421).(JJJ)
    
    Incorporated herein by reference to Exhibit 10.5 to the
    Registrants Current Report on
    Form 8-K,
    filed on October 23, 2007 (File
    No. 000-52421).(LLL)
    
    Incorporated herein by reference to Exhibit 10.22 to the
    Registrants Registration Statement on
    Form SB-2,
    filed on September 13, 2006 (File
    No. 333-137299)(MMM)
    
    Incorporated herein by reference to Exhibit 10.23 to the
    Registrants Registration Statement on
    Form SB-2,
    filed on September 13, 2006 (File
    No. 333-137299)(NNN)
    
    Incorporated herein by reference to Exhibit 10.30 to the
    Registrants Amendment No. 2 to Registration Statement
    on
    Form SB-2,
    filed on December 20, 2006 (File
    No. 333-137299)(OOO)
    
    Incorporated herein by reference to Exhibit 10.31 to the
    Registrants Amendment No. 2 to Registration Statement
    on
    Form SB-2,
    filed on December 20, 2006 (File
    No. 333-137299)(PPP)
    
    Incorporated herein by reference to Exhibit 10.38 to the
    Registrants Amendment No. 3 to Registration Statement
    on
    Form SB-2,
    filed on February 7, 2007 (File
    No. 333-137299)(QQQ)
    
    Incorporated herein by reference to Exhibit 10.39 to the
    Registrants Amendment No. 3 to Registration Statement
    on
    Form SB-2,
    filed on February 7, 2007 (File
    No. 333-137299)(RRR)
    
    Incorporated herein by reference to Exhibit 10.40 to the
    Registrants Amendment No. 3 to Registration Statement
    on
    Form SB-2,
    filed on February 7, 2007 (File
    No. 333-137299) 85




---



##### Table of Contents



(SSS)
    
    Incorporated herein by reference to Exhibit 10.60 to the
    Registrants Annual Report on
    Form 10-KSB,
    filed on December 31, 2007 (File
    No. 000-52421).(TTT)
    
    Incorporated herein by reference to Exhibit 10.61 to the
    Registrants Annual Report on
    Form 10-KSB,
    filed on December 31, 2007 (File
    No. 000-52421).(UUU)
    
    Incorporated herein by reference to Exhibit 10 to the
    Registrants Quarterly Report on
    Form 10-QSB,
    filed on March 12, 2008 (File
    No. 000-52421).(VVV)
    
    Incorporated herein by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on June 5, 2008 (File No.
    000-52421).  (WWW)
    
    Incorporated herein by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on October 22, 2008 (File
    No. 000-52421).  (YYY)
    
    Incorporated herein by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on October 22, 2008 (File
    No. 000-52421). 86