##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
  Form 10-KSB
  ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT
    OF 1934
 FOR THE FISCAL YEAR ENDED
    SEPTEMBER 30, 2007
  Commission file number:
    000-52421
      ADVANCED BIOENERGY,
    LLC
 (Exact name of Small Business
    Issuer 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 Small Business Issuer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
  þ o
  Regulation S-B Form 10-KSB Form 10-KSB. o
  Rule 12b-2 o þ
        o þ




---



##### 



ADVANCED
    BIOENERGY, LLCFORM 10-KSB
    FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2007
  INDEX
   
 PagePART IItem 1.


Description of Business


5Item 2.


Description of Properties


5Item 1A.


Risk Factors


15Item 3.


Legal Proceedings


29Item 4.


Submission of Matters to a Vote of Security
    Holders


29PART IIItem 5.


Market for Registrants Common Equity,
    Related Unitholder Matters and Small Business Issuer Purchases
    of Equity Securities


29Item 6.


Managements Discussion and Analysis or Plan
    of Operation


30Item 7.


Financial Statements


47Item 8.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


68Item 8A.


Controls and Procedures


68Item 8B.


Other Information


68PART IIIItem 9.


Directors, Executive Officers, Promoters and
    Control Persons; Compliance with Section 16(a) of the
    Exchange Act


68Item 10.


Executive Compensation


72Item 11.


Security Ownership of Certain Beneficial Owners
    and Management and Related Unitholder Matters


79Item 12.


Certain Relationships and Related Transactions,
    and Director Independence


80Item 13.


Exhibits


83Item 14.


Principal Accountant Fees and Services


83SIGNATURES


85Change of Control AgreementRestricted Unit AgreementList of SubsidiariesPowers of AttorneyCertification by Principal Executive OfficerCertification by Principal Financial OfficerSection 1350 Certifications




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BACKGROUND
  INTELLECTUAL
    PROPERTY
  Advanced
    BioEnergy tm
  INDUSTRY
    AND MARKET DATA
    ETHANOL
    UNITS
    SPECIAL
    NOTE REGARDING FORWARD-LOOKING INFORMATION
  Form 10-KSB Form 10-KSB.
  
    we may not have available capital to complete the plants
    discussed in this report;
    cash distributions depend upon our future financial and
    operational performance and will be affected by debt covenants,
    reserves and operating expenditures;
    our future plant operations are subject to construction risks
    and 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;
    we are very dependent on Fagen, Inc. and ICM, Inc. for the
    construction, design and technology for our plants and any loss
    of our relationships with Fagen and ICM may cause us to delay or
    abandon the projects;
    conflicts of interest may arise in the future between us, our
    members, our directors and the companies upon which we will
    depend;
    our units are subject to a number of transfer restrictions and
    no public market exists for our units and none is expected to
    develop;
    members voting rights are limited and we are managed by a
    board of directors and officers; 3




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4




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##### Table of Contents



PART I
  ITEM 1.
    DESCRIPTION
    OF BUSINESS  ITEM 2.
    DESCRIPTION
    OF PROPERTIES  COMPANY
    OVERVIEW
      start-up
  http://www.advancedbioenergy.com.
  co-products, and/or
  COMPANY
    STRUCTURE
   5




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FACILITIES
    EstimatedAnnual


EstimatedEthanol


Annual


EstimatedProduction


Distillers


AnnualNameplate


Grains


Corn


Production

PrimaryLocation

Status

Capacity


Production(3)


Processed


Process

Energy Source

Builder(Million gallons


(Tons)


(Million bushels)per year)Fairmont, NE

In operation(1)


100



321,000



35.7


Dry-Mill

Natural Gas

FagenAberdeen, SD

In operation


9



28,750



3.2


Dry-Mill

Natural Gas

BroinHuron, SD

In operation


30



96,000



10.7


Dry-Mill

Natural Gas

ICMAberdeen, SD

Under construction(2)


40



128,000



14.3


Dry-Mill

Natural Gas

ICMArgos, IN

In development


110



350,000



39.3


Dry-Mill

Natural Gas/
    Methane

ICMNorthfield, MN

In development


100



321,000



35.7


Dry-Mill

Natural Gas

Fagen     (1)
    
    The Fairmont plant commenced
    operations on October 25, 2007. 6




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##### Table of Contents



(2)
    
    We expect the plant to be completed
    and in substantial operation during the first calendar quarter
    of 2008.(3)
    
    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.        Location

Owned/Leased


Square FeetFairmont, NE


Owned



134,850Aberdeen, SD


Owned



68,175Huron, SD


Owned



44,082Aberdeen, SD


Owned



25,827              7




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RAW
    MATERIALS
            MARKETING
    OF PRODUCTS
  Ethanol
       8




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Distillers
    Grains
        Carbon
    Dioxide
    ETHANOL
    MARKETS IN GENERAL
    Local
    Ethanol Markets
  case-by-case
  Regional
    Ethanol Markets
  450-mile
     9




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National
    Ethanol Markets
    PRIMARY
    USES OF ETHANOL
  Octane
    Enhancer
    Clean
    Air Additive
    Fuel
    Extender
    E85, a
    Gasoline Alternative
    BY-PRODUCTS
   10




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CORN
    MARKET
        DRY MILL
    PROCESS
     11




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Source: Renewable Fuels Association
  THERMAL
    OXIDIZER
    REGULATORY
    PERMITS
    COMPETITION
  Ethanol
   12




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Distillers
    Grains
    LEGISLATION
    AND ENVIRONMENTAL
    The
    Renewable Fuels Standard
    The
    Clean Air Act and Oxygenated Gasoline Program
   13




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The
    Volumetric Ethanol Excise Tax Credit
    Small
    Ethanol Producer Tax Credit
    Clean-Fuel
    Vehicle Refueling Equipment Tax Credit
    Imported
    Ethanol Tariffs and Quotas
   14




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State
    Legislation Banning or Limiting MTBE Use
      EMPLOYEES
    ITEM 1A.
    RISK
    FACTORS  RISKS
    RELATED TO OUR BUSINESS
  Our
    financial performance will be highly dependent on commodity
    prices, which are subject to significant volatility,
    uncertainty, and supply disruptions, so our results may be
    materially adversely affected.
      The
    growth of our business will be dependent upon the availability
    of adequate capital.
   15




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The
    spread between ethanol and corn prices can vary significantly
    and profitability from our production facilities is dependent on
    this spread.
    Our
    business is highly sensitive to corn prices, and we generally
    cannot pass on increases in corn prices to our
    customers.
    We may
    have difficulty obtaining enough corn to operate the plants
    profitably.
    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.
   16




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Volatility
    in gasoline selling price and production cost may reduce our
    gross margins.
    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.
    Our
    ability to successfully operate is dependent on the availability
    of energy and water at anticipated prices.
    We may
    engage in hedging transactions and other risk mitigation
    strategies that could harm our results.
     17




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Our
    business is subject to seasonal fluctuations.
    Our
    directors have other business and management responsibilities
    which may cause conflicts of interest in the allocation of their
    time and services to our business.
    Certain
    of our directors and officers have other interests that may
    result in conflicts of interest.
    RISKS
    RELATED TO THE ETHANOL INDUSTRY
  As
    more ethanol plants are built, ethanol production will increase
    and, if demand does not sufficiently increase, the price of
    ethanol and distillers grains may decrease.
       18




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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.
    Competition
    from the advancement of technology may lessen the demand for
    ethanol and negatively impact our profitability.
   19




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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.
    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.
   20




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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.
      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.
       21




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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.
    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.
    RISKS
    RELATED TO ETHANOL PRODUCTION
  We
    have limited operating history and a history of losses, which
    could result in errors in management and
    operations.
  start-up start-up start-up start-up start-up start-up
  We may
    not be able to develop or expand our business as
    planned.
   22




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We are
    and expect to be highly dependent upon Fagen, Inc. and ICM, Inc.
    to design and build our plants.
  start-up
  Defects
    in plant construction could result negatively impact operating
    results if our plants do not produce ethanol and its by-products
    as anticipated.
  and/or
  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 highly dependent
    on various 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.
   23




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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.
    Current
    tariffs effectively limit imported ethanol into the U.S., and
    their reduction or elimination could undermine the ethanol
    industry in the U.S.
     24




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Waivers
    of the RFS minimum levels of renewable fuels included in
    gasoline could have a material adverse effect on our business,
    results of operations and financial condition.
    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
  and/or and/or
   25




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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 unitholders will receive cash
    distributions.
    
    transfers by gift to the members descendants
    transfer upon the death of a member
    transfers between family members
    transfers that comply with the qualifying matching
    services requirements     26




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##### Table of Contents



The
    presence of members holding 25% or more of the outstanding units
    is required to 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.
   27




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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 unitholders 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
    unitholders, may have to pay income tax on their investment with
    personal funds.
    An IRS
    audit could result in adjustments to our allocations of income,
    gain, loss and deduction, causing additional tax liability to
    unitholders.
   28




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ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS      PART II
  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED UNITHOLDER MATTERS
    AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
    SECURITIES    Holders
    Issuer
    Purchases of Equity Securities
    Distributions
   29




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##### 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 Column a)Equity compensation plans approved by unitholders





Equity compensation plans not approved by unitholders



not applicable

406,650(1)     (1)
    
    Includes 74,000 restricted units that may be issuable to
    officers in connection with a change in control of the company
    transaction, 32,500 units that may be issued to Revis L.
    Stephenson III pursuant to a project development fee
    agreement, and up to 300,150 restricted units issuable to
    entities affiliated with Mr. Stephenson and Donald E. Gales
    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.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OR PLAN OF OPERATION    COMPANY
    OVERVIEW
    start-up
 30




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co-products, and/or
  COMPANY
    STRUCTURE
    PLAN OF
    OPERATION THROUGH DECEMBER 2008
          TRENDS
    AND UNCERTAINTIES IMPACTING THE ETHANOL INDUSTRY AND OUR FUTURE
    OPERATIONS
  Overview
   31




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Legislation
    The
    Renewable Fuels Standard
    The Clean
    Air Act and Oxygenated Gasoline Program
   32




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The
    Volumetric Ethanol Excise Tax Credit
    Small
    Ethanol Producer Tax Credit
    Clean-Fuel
    Vehicle Refueling Equipment Tax Credit
    Imported
    Ethanol Tariffs and Quotas
   33




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State
    Legislation Banning or Limiting MTBE Use
      Technology
    Developments
          COMPETITION
  Our
    Primary Competition
   34




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Competition
    from Alternative Fuels
    Competition
    for Co-Products
   35




---



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ETHANOL
    PRICING
    
       36




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RESULTS
    OF OPERATIONS
  Selected
    Pro Forma Financial Information
    Pro FormaYear Ended September 30,2007


2006(Unaudited)


(Unaudited)(In thousands, exceptper unit data)Net sales

$
66,521


$
47,557Gross profit (loss)


(8,204
)


11,505Gross profit %


(12.3
)%


24.2
%Selling, general and administrative


14,335



3,352Net income (loss)

$
(22,732
)

$
7,773Income (loss) per unit  basic and diluted

$
(2.33
)

$
1.22   Pro
    Forma Year Ended September 30, 2007 Compared to Pro Forma
    Year Ended September 30, 2006
  Net
    Sales
      Gross
    Profit
     37




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Selling,
    General, and Administration
  Form SB-2
  LIQUIDITY
    AND CAPITAL RESOURCES
  Cash
    Flows
  Cash Flows Used in Operating Activities.
  Cash Used in Investing Activities.
  Cash Provided by Financing Activities.
       38




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CREDIT
    ARRANGEMENTS
    AdditionalFinancingAvailable atSeptember 30,


September 30


September 30,Interest Rate

2007


2006


2007HGF term commitment, revolving term loan(a)

6.8 - 8.5%

$
42,000


$



$
HGF Acquisition note payable(a)

15%


5,000







ABE Fairmont term commitment(b)

8.25 - 8.75%


83,124







6,876ABE Fairmont seasonal line

8.75%










4,089ABE Fairmont subordinate exempt facilities bonds

6.75%


7,000



7,000



Advanced BioEnergy convertible notes

15%


25,929







Other

7.5%


197







Total outstanding




163,250



7,000


$
10,965Less: Amounts due within one year




(111,779
)


Long-term debt



$
51,471


$
7,000     (a)
    
    The revolving term loan and note payable and $18.7 million
    of payables were paid in October 2007 from the proceeds of
    $59.1 million from our senior credit facility and
    $11.2 million from our Brown County revenue bonds.(b)
    
    The $83.1 million of debt related to our senior credit
    agreement for our Fairmont plant facility is classified as
    current as of September 30, 2007. This debt is classified
    as current as a result of underlying financial covenant
    compliance issues at September 30, 2007 through
    November 30, 2007 related to net worth and working capital
    requirements of ABE Fairmont, LLC as stated in the senior credit
    agreement. We are attempting to obtain a waiver for the
    respective covenant violations and expect to obtain such waiver
    for the respective periods in January 2008. If the Company is
    not successful in obtaining a waiver we may be required to
    contribute additional equity into ABE Fairmont, LLC or be
    subject to other default provisions contained in the senior
    credit agreement. If we are successful in obtaining the waiver
    in January 2008, the current debt obligation under this senior
    credit facility is $4.5 million, rather than the
    $83.1 million as currently classified. 39




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##### Table of Contents



2008

$
111,7792009


5,4472010


5,4472011


6,2632012


6,433Thereafter


27,881Total debt

$
163,250   Senior
    Credit Agreement for the South Dakota Plants
             40




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Subordinate
    Solid Waste Facilities Revenue Bonds
       41




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##### Table of Contents



Loan
    from Kruse Investment Company
    Senior
    Credit Facility for the Fairmont plant
           42




---



##### Table of Contents



Fillmore
    County Subordinate Exempt Facilities Revenue Bonds for the
    Fairmont plant
    Subordinated
    Convertible Debt Financing
     43




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Promissory
    Note
    Secured
    Term Loan Note
      ABERDEEN
    PLAN EXPANSION
    Costs for Aberdeen Plant Expansion

AmountPlant construction, land and site development

$
62,065Natural gas pipeline infrastructure


2,500Railroad infrastructure


7,485Fire Protection/Water Supply


6,294Construction other


250Working capital


704Total

$
79,298     CONTRACTUAL
    OBLIGATIONS
   Years Ending September 30:2008


2009


2010


2011


2012


Thereafter


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

$
33,155


$
21,638


$
14,447


$
15,263


$
15,433


$
63,314


$
163,250Operating lease obligations(2)


2,064



1,990



1,865



1,846



1,383







9,148Commodity purchase obligations(3)


12,387























12,387Construction obligations(4)


46,998























46,998Total contractual obligations

$
94,604


$
23,628


$
16,312


$
17,109


$
16,816


$
63,314


$
231,783     (1)
    
    Amounts represent principal due under our credit facilities, Our
    audited Consolidated Balance Sheets as of September 30, 2007
    classify all obligations due under our Fairmont, Nebraska senior
    credit agreement as 44




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##### Table of Contents



current obligations due to certain financial covenant violations
    as discussed above under Cash Flows in this
    Liquidity and Capital Resources section. The above table
    reflects these obligations in accordance with the repayment
    schedule reflected in the senior credit agreement as if we were
    in compliance with all respective financial loan covenants.(2)
    
    Operating lease obligations consist primarily of rail cars and
    office space.(3)
    
    Commodity obligations include corn and natural gas for our
    production facilities.(4)
    
    Amounts represent construction obligations due under our
    master-design build agreements.  SUMMARY
    OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES
    Revenue
    Recognition
    Derivative
    Instruments and Hedging Activities
  Accounting for Derivative Instruments and Hedging
    Activities
  Inventories
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK FOR OUR CURRENT
    OPERATIONS
     45




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Estimated





Hypotheticalat Risk





Change in


Spot


Change in AnnualVolume(1)


Units


Price


Price(2)


Operating Income(In millions)











(In millions)Corn


46.7



bushels



10.0
%

$
3.73


$
17.4Natural gas


4.2



btus



10.0
%

$
7.92


$
3.3Ethanol


139.0



gallons



10.0
%

$
1.53


$
21.3     (1)
    
    The volume of corn is based on the assumption that we will enter
    into forward contracts for 6% of our estimated current
    49.6 million bushel annual requirement. The volume of
    natural gas is based on the assumption that we will enter into
    forward contracts for 6% of our estimated 4,500,000 MMBTU
    annual requirement. We expect that as our production capacity
    increases, we will be exposed to additional market risk with
    respect to corn, natural gas and ethanol prices.(2)
    
    Current spot prices include the CBOT price per gallon of ethanol
    and the price per bushel of corn as of September 30, 2007
    and NYMEX price per MMBtu of natural gas as of
    September 30, 2007.  INTEREST
    RATE/FOREIGN EXCHANGE RISK
      IMPACT OF
    INFLATION
    OFF-BALANCE
    SHEET ARRANGEMENTS
    GOVERNMENT
    PROGRAMS, TAX CREDITS AND TAX INCREMENT FINANCING
   46




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ITEM 7.
    FINANCIAL
    STATEMENTS  Financial Statements

PageAdvanced BioEnergy, LLCReport of Independent Registered Public
    Accounting Firm


48Financial StatementsConsolidated Balance Sheets


49Consolidated Statements of Operations


50Consolidated Statement of Changes in
    Members Equity


51Consolidated Statements of Cash Flows


52Notes to Consolidated Financial Statements


53    47




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Report
    of Independent Registered Public Accounting Firm
  
        
  
 48




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


September 30,2007


2006(Dollars in thousands)ASSETSCurrent assetsCash and cash equivalents

$
7,111


$
10,814Accounts receivable:Trade accounts receivable


2,997



Due from broker


1,036



Other


70



152Inventories


7,798



Prepaid expenses


1,202



130Total current assets


20,214



11,096Property and equipment, net


242,937



39,909Other assetsRestricted cash held in escrow


1,778



Cash held for plant construction






32,500Financing and deferred offering costs, net


1,559



1,220Goodwill


29,148



Intangibles






2,812Other assets


1,199



66Total Assets

$
296,835


$
87,603LIABILITIES AND MEMBERS EQUITYCurrent liabilities:Accounts payable

$
25,685


$
15,681Accrued expenses


7,042



372Derivative financial instruments


1,172



Current portion of long-term debt


111,779



Total current liabilities


145,678



16,053Deferred income


6,732



Long-term debt


51,471



7,000Members equityMembers capital, no par value, authorized 20,000,000
    Units, 9,848,028 and 7,165,600 units outstanding at
    September 30, 2007 and 2006, respectively


92,954



64,788Deferred compensation






(238
)Total members equity


92,954



64,550Total liabilities and members equity

$
296,835


$
87,603    49




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##### Table of Contents



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


September 30,2007


2006(Dollars in thousands,except per share data)Net salesEthanol and related products

$
57,754


$
Other


623



Total net sales


58,377



Cost of goods sold


67,376



Gross loss


(8,999
)


Selling, general and administrative


14,233



2,602Operating loss


(23,232
)


(2,602
)Other income


297



15Interest income


977



1,518Interest expense


(1,303
)


(49
)Net loss before minority interest


(23,261
)


(1,118
)Minority interest


(1,771
)


Net loss

$
(25,032
)

$
(1,118
)Basic & diluted weighted average units outstanding


8,854,151



3,717,635Loss per unit  basic and diluted

$
(2.83
)

$
(.30
)    50




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  Consolidated Statements of Changes in Members Equity
 For the
    Years Ended September 30, 2006 and 2007
  Member


Members


Deferred


Total MembersUnits


Capital


Compensation


Equity(Dollars in thousands)MEMBERS EQUITY  September 30, 2005


625,000


$
2,259


$
(1,050
)

$
1,209Issuance of membership units


6,048,400



60,484







60,484Amortization of unearned compensation










812



812Cost of raising capital  public offering






(1,068
)






(1,068
)Issuance of membership units


492,200



4,172







4,172Unit compensation expense






59







59Net Loss






(1,118
)






(1,118
)MEMBERS EQUITY  September 30, 2006


7,165,600


$
64,788


$
(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


$
92,954


$



$
92,954    51




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##### Table of Contents



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


September 30,2007


2006(Dollars in thousands)Cash flows from operating activitiesNet loss

$
(25,032
)

$
(1,118
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation


4,461



28Intangible impairment


2,812



Amortization of deferred offering costs


1,357



Consulting services exchanged for membership units






387Unit compensation expense


1,427



59Unrealized loss on derivative financial instruments


1,475



Minority interest in net income


1,771



Changes in working capital components net of effects of
    acquisition of HGFReceivables


(1,236
)


(149
)Inventories


(5,896
)Prepaid expenses


(941
)


(67
)Accounts payable


(2,991
)


213Accrued expenses


5,654



366Net cash used in operating activities


(17,139
)Cash flows from investing activitiesPurchase of land options and deposits






(43
)Purchase of other assets


(497
)


(2
)Net cash received from acquisition of assets






1,306Purchase of Heartland Grain Fuels, LP, net of cash acquired


(15,204
)


Purchase of property and equipment


(132,342
)


(23,536
)(Increase) decrease in cash for plant construction and cash held
    in escrow


31,911



(32,500
)Net cash used in investing activities


(116,132
)


(54,775
)Cash flows from financing activitiesProceeds from sale of membership units






60,484Payments on debt


(875
)


(1,271
)Proceeds from long-term debt


132,726



7,000Distribution to members


(623
)


Payment of deferred offering and financing costs


(1,660
)Net cash provided by financing activities


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


(3,703
)


9,921Beginning cash and cash equivalents


10,814



894Ending cash and cash equivalents

$
7,111


$
10,815Supplemental disclosure of non cash transactionsDeferred income incurred for deposits and deferred financing
    costs

$
1,373


$
391Membership units issued for acquisition of assets


52,632



4,172Accounts payable incurred for construction in process


23,357



14,991Financing costs amortized to construction in progress


147



30Land option applied to land purchase






20Land acquired through issuance of note payable






1,271Deposit transferred to financing cost






25Unearned compensation provided as a cost of raising capital






425Deferred offering cost transferred to cost of raising capital






1,068Supplemental disclosure of cash flow information:Cash paid for interest, net of capitalized interest of $1,503 in
    2007 and $200 in 2006

$
6,490


$
248    52




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 September
    30, 2007 and 2006
  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.
 53




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Inventories
    Property
    and Equipment
      Deferred
    Financing and Offering Costs
  Form SB-2
  Goodwill
    and Other Intangibles
  Goodwill and Other Intangible
    Assets
  Deferred
    Income
   54




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Revenue
    Recognition
      Unit
    Based Compensation
    Shipping
    Costs
    Loss
    Per Unit
    Segment
    Reporting
    Development
    Stage Operations
    Accounting
    Estimates
    New
    Accounting Pronouncements
  Fair Value Measurements
 55




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    The Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115 Fair Value
    Measurements
  2.
    Acquisition
    of HGF      Goodwill and Other
    Intangible Assets
 56




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of


As ofNov 8, 2006


May 14, 2007


CombinedCash acquired

$
2,414


$



$
2,414Current assets


5,052







5,052Property and equipment


56,634



10,000



66,634Other long-term assets


635







635Restricted cash held in escrow


7,794



(7,794
)


Goodwill


15,924



13,224



29,148Total assets acquired


88,453



15,430



103,883Current liabilities


(8,645
)






(8,645
)Long-term debt


(34,552
)


7,794



(26,758
)Minority interest


(7,857
)


9,628



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

$
37,399


$
32,852


$
70,251     Year Ended September 30,2007


2006(Unaudited)


(Unaudited)(In thousands, exceptper unit data)Net sales

$
66,521


$
47,557Gross profit (loss)


(8,204
)


11,505Gross profit %


(12.3
)%


24.2
%Selling, general and administrative


14,335



3,352Net income (loss)

$
(22,732
)

$
7,773Income (loss) per unit  basic and diluted

$
(2.83
)

$
1.22   3.
    Inventories
    and Property and Equipment    September 30,


September 30,2007


2006Corn

$
5,500


$

Chemicals


164




Work in process


552



Ethanol


609




Distillers grain


58




Supplies and parts


915




Total

$
7,798


$

  57




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##### Table of Contents



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


September 30,2007


2006Land

$
2,428


$
1,460Buildings


7,178



Process equipment


51,597



Office equipment


590



324Construction in process


185,636



38,156247,429



39,940Accumulated depreciation


(4,492
)


(31
)Property and equipment, net

$
242,937


$
39,909     4.
    Long Term
    Debt and Subsequent Events    AdditionalFinancingAvailable atInterest

September 30,


September 30,


September 30,Rate

2007


2006


2007HGF term commitment, revolving term loan(a)

6.8 - 8.5%

$
42,000


$



$
HGF Acquisition note payable(a)

15%


5,000







ABE Fairmont term commitment(b)

8.25 - 8.75%


83,124







6,876ABE Fairmont seasonal line

8.75%










4,089ABE Fairmont subordinate exempt facilities bonds

6.75%


7,000



7,000



Advanced BioEnergy convertible note

15%


25,929







Other

7.5%


197







Total outstanding




163,250



7,000


$
10,965Less: Amounts due within one year




(111,779
)


Long-term debt



$
51,471


$
7,000     (a)
    
    The revolving term loan and note payable and $18,662,000 of
    payables were paid in October 2007 from the net proceeds of
    $59,071,000 from our Senior Credit Facility and $11,246,000 from
    the Brown County Revenue Bonds.(b)
    
    The $83.1 million of debt related to our senior credit
    agreement for our Fairmont, Nebraska facility is classified as
    current as of September 30, 2007. This debt is classified
    as current as a result of underlying financial covenant
    compliance issues at September 30, 2007 through
    November 30, 2007 related to net worth and working capital
    requirements of ABE Fairmont, LLC as stated in the senior credit
    agreement. The Company is attempting to obtain a waiver for the
    respective covenant violations and expects to obtain such waiver
    for the respective periods in January 2008. If the Company is
    not successful in obtaining a 58




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##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  waiver the Company may be required to contribute additional
    equity into ABE Fairmont, LLC or be subject to other default
    provisions contained in the senior credit agreement. If the
    Company is successful in obtaining the waiver in January 2008,
    the current debt obligation under this senior credit facility is
    $4.5 million, rather than the $83.1 million as
    currently classified in the Consolidated Balance Sheet.    2008

$
111,7792009


5,4472010


5,4472011


6,2632012


6,433Thereafter


27,881Total debt

$
163,250   Senior
    Credit Facility for the South Dakota Plants
      Refinanced
    Senior Credit Agreement for the South Dakota
    Plants
       59




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##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                 60




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Subordinate
    Solid Waste Facilities Revenue Bonds
            Loan
    from Kruse Investment Company
   61




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Senior
    Credit Facility for the Fairmont plant
             62




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Amendments
    to the ABE Fairmont Senior Loan Documents
    Fillmore
    County Subordinate Exempt Facilities Revenue Bonds for the
    Fairmont plant
    Subordinated
    Convertible Debt Financing
      Promissory
    Note
    Secured
    Term Loan Note
     63




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        5.
    Members
    Equity  Fairmont
    Development Fee
    Restricted
    Unit Agreements
    Employment
    Agreements
  2008-2010.
 64




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Change
    in Control Agreements
    Lock-up
    Agreement
  Share Based Payment lock-up lock-up
  6.
    Commitments
    and Contingencies  Construction
    Contracts
      Land
    Lease
    Commitments
    2008

$
2,0642009


1,9902010


1,8652011


1,8462012


1,383$
9,148    65




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Major
    Customers      agreed-upon
  12-month
    8.
    Risk
    Management     66




---



##### Table of Contents



ADVANCED
    BIOENERGY, LLC & SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for Derivative Instruments and Hedging
    Activities
  9.
    Employee
    Benefit Plan   67




---



##### Table of Contents



ITEM 8.
    CHANGE
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 8A.
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
  Rule 13a-15(e) 15d-15(e)
  Changes
    in Internal Controls over Financial Reporting
  Rules 13a-15 15d-15
  ITEM 8B.
    OTHER
    INFORMATION    PART III
  ITEM 9.
    DIRECTORS,
    EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE
    GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
    ACT   68




---



##### Table of Contents



Identification
    of Directors, Executive Officers and Significant
    Employees
    DirectorPerson

Age

Offices

SinceRevis L. Stephenson III


41


Chairman and Chief Executive Officer


2005Donald E. Gales


45


Chief Operating Officer and President


Richard R. Peterson


42


Vice President of Accounting and Finance and Chief Financial
    Officer


Perry C. Johnston


45


Vice President, General Counsel and Secretary


Robert W. Holmes


60


Director


2005Larry L. Cerny


66


Director


2005Robert E. Bettger


60


Director


2005Richard W. Hughes


55


Director


2005Dale Locken


54


Director


2006John E. Lovegrove


52


Director


2005Troy Otte


40


Director


2005Keith E. Spohn


59


Director


2005   Business
    Experience of Directors and Officers
    Revis L. Stephenson III
  Donald E. Gales
  Richard R. Peterson
  Perry C. Johnston
 69




---



##### Table of Contents



Robert W. Holmes
  Larry L. Cerny
  Robert E. Bettger
  Richard W. Hughes
  Dale Locken
  John E. Lovegrove
  Troy Otte
  Keith E. Spohn
  Family
    Relationships
    Committees
    of the Board of Directors
     70




---



##### Table of Contents



Regulation S-B,
        Nomination
    of Directors
    Section 16(a)
    Beneficial Ownership Reporting Compliance
      
    a Form 4 filing made on August 6, 2007 on behalf of
    Richard Peterson to report restricted units acquired on
    July 31, 2007 to be held by Peterson Holdings, Inc., an
    affiliate of the reporting person;
    a Form 4 filing made on December 27, 2007 on behalf of
    Revis L. Stephenson III to report restricted units acquired
    on October 1, 2007 to be held by Stephenson Holdings, Inc.,
    an affiliate of the reporting person;
    a Form 4 filing made on December 27, 2007 on behalf of
    Donald Gales to report units acquired on April 7, 2007;
    a Form 4 filing made on December 27, 2007 on behalf of
    Donald Gales to report restricted units acquired on
    July 31, 2007 to be held by Gales Holdings, Inc., an
    affiliate of the reporting person;
    a Form 4 filing made on December 27, 2007 on behalf of
    Donald Gales to report restricted units acquired on
    October 1, 2007 to be held by Gales Holdings, Inc., an
    affiliate of the reporting person; and 71




---



##### Table of Contents




    a Form 3 filing made on December 28, 2007 on behalf of
    Perry Johnston to report his initial beneficial ownership of our
    equity securities as of August 8, 2007, and a Form 4
    made on December 28, 2007 on behalf of Mr. Johnston to
    report restricted units effective October 1, 2007.  Code of
    Ethics
    ITEM 10.
    EXECUTIVE
    COMPENSATION  Summary
    Compensation Table
    Name and Principal










Unit


All OtherPosition

Year


Salary ($)


Bonus ($)


Awards ($)(1)


Compensation ($)


Total ($)Revis L. Stephenson III


2007



300,000



150,000



1,202,274



23,327
(2)


1,675,601Chairman and Chief Executive OfficerDonald E. Gales


2007



250,000



125,000



177,000



18,839
(3)


570,839Chief Operating Officer and PresidentRichard Peterson


2007



154,807



152,500







19,805
(4)


327,112Vice President of Accounting and Finance and Chief Financial
    Officer     (1)
    
    Values expressed represent the actual compensation cost
    recognized by our company for financial reporting purposes
    during the fiscal year ended September 30, 2007 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(SFAS 123(R)) 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-KSB.(2)
    
    Amounts consist of $10,795 for the portion of the 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)
    
    Amounts consist of $10,666 for the portion of the 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)
    
    Amounts consist of $14,083 for the portion of the 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.  Employment
    Agreements with Named Executive Officers
  Revis L. Stephenson III.
 72




---



##### Table of Contents



12-month 24-month
  24-month
    Donald E. Gales.
 73




---



##### Table of Contents



12-month 24-month
  24-month
    Richard R. Peterson.
  24-month 24-month
  12-month
 74




---



##### Table of Contents



Project
    Development Fee
    Form SB-2 lock-up
    Restricted
    Unit Grants
  Strategic Bonus Awards.
 75




---



##### Table of Contents



Other Awards.
  Outstanding
    Equity Awards at 2007 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


19,500(3
)


273,000



293,500



4,109,200Donald E. Gales


26,925(4
)


376,950



39,150



548,100Richard Peterson


15,000(5
)


210,000







     (1)
    
    Amount shown based on a unit price of $14.00, which was which
    was the estimated market value of the units at the end of fiscal
    2007.(2)
    
    Amounts shown represent the estimated number of additional units
    that may be earned by Mr. Stephenson under a project
    development fee agreement (32,500 units) and the maximum
    number of additional units that may be earned by
    Mr. Stephenson (261,000 units) and by Mr. Gales
    under restricted unit agreements 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 Project Development
    Fee and Restricted Unit Grants  Strategic
    Bonus Awards.(3)
    
    9,750 of these units will vest on each of November 8, 2007
    and 2008.(4)
    
    These units will vest in the following amounts on the following
    dates:  # Units Vesting

Date3,000

10/1/07 and 10/1/111,462

11/8/076,000

10/1/08, 10/1/09 and 10/1/101,463

11/8/08   (5)
    
    3,000 of these units will vest on each October 1 of the years
    2007-2011.  Payments
    Upon Resignation, Retirement or Other Termination
   76




---



##### Table of Contents



Change in
    Control Arrangements
         77




---



##### Table of Contents



Director
    Compensation
      Fees Earned or


Stock


All OtherName

Paid in Cash ($)


Awards ($)


Compensation ($)


Total ($)Robert Bettger


12,000











12,000Larry L. Cerny


14,250











14,250Richard Hughes


10,750











10,750John E. Lovegrove


16,250











16,250Troy Otte


16,750











16,750Keith Spohn


13,750











13,750Robert W. Holmes


15,000



47,618
(1)






62,618Dale Locken


11,417











11,417     (1)
    
    Amount represents the actual compensation cost recognized by our
    company for financial reporting purposes during the fiscal year
    ended September 30, 2007 for an equity award granted to
    Mr. Holmes in consideration of project development services
    provided to the company. We calculated these amounts in
    accordance with SFAS 123(R) 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-KSB   78




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##### Table of Contents



ITEM 11.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED UNITHOLDER MATTERS  Security
    Ownership of Certain Beneficial Owners
      Amount and Nature ofName of Beneficial Owner

Beneficial Ownership


Percent of ClassNon-Employee Directors:Robert Bettger


38,000
(1)


*Larry L. Cerny


30,000
(2)


*Richard Hughes


31,000
(3)


*John E. Lovegrove


43,000
(4)


*Troy Otte


34,500



*Keith Spohn


20,000
(5)


*Robert W. Holmes


145,000
(6)


1.5
%Dale Locken


1,271,452
(7)


12.8
%Named Executive Officers:Revis L. Stephenson III


299,000
(8)


3.0
%Donald E. Gales


49,350
(9)


*Richard Peterson


15,000
(10)


*Executive officers and directors as a group (12 persons)


1,991,302



20.0
%Other beneficial owners:South Dakota Wheat Growers Association
    110 6th Avenue SE
    Aberdeen, SD 57402


1,271,452



12.8
%Tennessee Ethanol Partners, L.P. 
    Rockefeller Center, 7th Floor
    1230 Avenue of the Americas
    New York, NY 10020


500,000
(11)


5.0
%     *
    
    Less than 1%.(1)
    
    9,000 of these units are pledged as security.(2)
    
    Units are owned by the Larry L. Cerny Trust, and Larry L. Cerny,
    our director, is the creator of the trust. 15,000 of these units
    are pledged as security.(3)
    
    Units are owned jointly with Mr. Hughes spouse. 1,100
    of these units are pledged as collateral to secure a loan, the
    proceeds of which were used to finance the purchase of the
    units. Also includes 2,000 shares held in the name of
    Mr. Hughes son, 3,000 shares held by R.K. Farms,
    Inc., an affiliate of Mr. Hughes.(4)
    
    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.(5)
    
    Includes units owned jointly with Mr. Spohns spouse.
    Certain of these shares are pledged as collateral to secure a
    loan, the proceeds of which were used to finance the purchase of
    the units. 79




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##### Table of Contents



(6)
    
    Includes 115,000 units held in the name of the Holmes
    Residuary Trust, and Robert Holmes, our director, is the creator
    of the trust. Also includes 5,000 units held in the name of
    Mr. Holmes spouse as custodian for his minor child,
    and 5,000 units held by a child of Mr. Holmes.(7)
    
    Includes 1,271,452 units held by SDWG. Mr. Locken
    serves on the board of directors of SDWG. Mr. Locken
    disclaims beneficial ownership of these securities.(8)
    
    Includes 79,000 units issued under a restricted unit
    agreement to an affiliate of Mr. Stephenson, of which
    49,750 units remain restricted and subject to possible
    forfeiture. Of the units that remain restricted, 9,750 will
    vest on November 8, 2008 and 40,000 will begin to vest upon
    the certification by our board that additional production
    capacity is operational as a result of the Aberdeen plant
    expansion. Under a development fee agreement related to the
    Nebraska plant, if the actual project cost for the Nebraska
    plant exceeds $125 million, Mr. Stephenson is entitled
    to receive additional units valued at 1% of the difference
    between the actual project cost and $125 million. Based on
    the current estimated cost of the Nebraska plant at
    $157.5 million, Mr. Stephenson will be entitled to
    receive 32,500 additional units which are not included in the
    table. The table also 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 units reported
    as beneficially owned, 120,000 are pledged.(9)
    
    Includes 11,850 units issued under a restricted unit
    agreement to an affiliate of Mr. Gales, of which
    7,463 units remain restricted and subject to possible
    forfeiture. Of the units that remain restricted, 1,463 will
    vest on November 8, 2008 and 6,000 will begin to vest upon
    the certification by our board that additional production
    capacity is operational as a result of the Aberdeen plant
    expansion. Also includes 24,000 restricted units issued to an
    affiliate of Mr. Gales as a signing bonus under
    Mr. Gales employment agreement. Of these 24,000
    restricted units, 3,000 vested on October 1, 2007 and the
    remainder will vest over a five year period ending on
    October 1, 2011. The table does not include up to 33,150
    restricted units that may be issued to an affiliate of
    Mr. Gales pursuant to a restricted unit agreement.(10)
    
    Includes 15,000 restricted units issued to an affiliate of
    Mr. Peterson. Of these units, 3,000 vested on
    October 1, 2007 and the remainder will vest over a five
    year period ending on October 1, 2011.(11)
    
    Ethanol Capital Management, LLC, an affiliate of Tennessee
    Ethanol Partners, L.P., has shared voting and investment power
    over the units. Does not include units that may be issued to
    Ethanol Investment Partners, LLC, an affiliate of Tennessee
    Ethanol Partners, L..P., under the note purchase agreement dated
    as of April 20, 2007, pursuant to which we have issued to
    Ethanol Investment Partners a $10 million
    15% subordinated convertible promissory note on
    April 20, 2007 and a $15.9 million
    15% subordinated convertible promissory note dated
    June 20, 2007. If the principal and accrued interest in the
    notes are converted into units on the maturity date, Tennessee
    Ethanol Partners, L.P. would be the beneficial owner of
    1,877,697 units, which would represent 19% of our
    outstanding units as of December 27, 2007.    ITEM 12.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Transactions
    with Promoters and Related Persons
  and/or regulation S-B
 80




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##### Table of Contents



Transactions With Directors In Seed Capital
    Offering.
  Number of Split-AdjustedUnits Purchased inName of Member

Seed Capital Offering


Purchase PriceRevis L. Stephenson III


105,000


$
350,000Holmes Residuary Trust


90,000


$
300,000Robert E. Bettger


18,000


$
60,000Larry L. Cerny Trust


15,000


$
50,000Richard W. Hughes


19,500


$
65,000John E. Lovegrove


18,000


$
60,000Troy Otte


19,500


$
65,000Keith E. Spohn


15,000


$
50,000Total


300,000


$
1,000,000     Transactions With WDB, Inc. And Bettger Brothers
    Partnership.
    Transactions With South Dakota Wheat Growers
    Association.
 81




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##### Table of Contents



Grain Purchases from Directors.
  Purchases DuringDirector

Fiscal 2007Robert E. Bettger

$
59,400
(1)Richard W. Hughes


10,900
(2)John E. Lovegrove


210,500
(3)Troy Otte


286,800
(4)Keith E. Spohn


42,000
(5)     (1)
    
    Includes $43,600 in purchases from Mr. Bettger, $13,900 in
    purchases made from Mr. Bettgers wife and $1,900 from
    a partnership owned in part by Mr. Bettger.(2)
    
    Includes $10,900 in purchases from a corporation controlled by
    Mr. Hughes.(3)
    
    Includes $210,500 in purchases made from a corporation
    controlled by Mr. Lovegrove.(4)
    
    Includes $40,100 in purchases from Mr. Otte and $246,700 in
    purchases from a limited liability company in which
    Mr. Otte has a 50% ownership interest.(5)
    
    Purchases made from a corporation controlled by Mr. Spohn.    Transactions With Geotechnical Services,
    Inc.
  Convertible Promissory Notes Issued To Ethanol Investment
    Partners, LLC.
     82




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##### Table of Contents



Director
    Independence
    ITEM 13.
    EXHIBITS.   83




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##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES  Fees
    Billed by McGladrey & Pullen LLP
    Fiscal 2007


Fiscal 2006Description of Fees

Amount


AmountAudit Fees

$
294,400


$
121,900Audit-Related Fees






Total Audit and Audit-Related Fees


294,400



121,900Tax Fees:Tax Compliance Fees






Tax Consultation and Advice Fees


19,293



Total Tax Fees


19,283



All Other Fees






Total

$
313,693


$
121,900   Audit
    Fees
  Form SB-2),
  Audit-Related
    Fees
    Tax
    Fees
    All
    Other Fees
    Approval
    of Independent Registered Public Accounting Firm Services and
    Fees
   84




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##### Table of Contents



SIGNATURES
       By:
    /s/  Revis
    L. Stephenson III   Chief Executive Officer
    Name

Title/s/  Revis
    L. Stephenson IIIRevis
    L. Stephenson III

Chairman, Chief Executive Officer and Director 
    (Principal Executive Officer)/s/  Richard
    PetersonRichard
    Peterson

Vice President of Accounting and Finance
    and Chief Financial Officer
    (Principal Financial and Accounting Officer)*Robert
    W. Holmes

Director*Robert
    E. Bettger

Director*Larry
    L. Cerny

Director*Richard
    W. Hughes

Director*Dale
    Locken

Director*John
    E. Lovegrove

Director*Troy
    Otte

Director*Keith
    E. Spohn

Director/s/  Richard
    PetersonRichard
    Peterson, as power of attorney, where designated by *  85




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##### Table of Contents



EXHIBIT INDEX
  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)10
.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) 86




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##### Table of Contents



ExhibitNumber

Description

Method of Filing10
.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)10
.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) 87




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##### Table of Contents



ExhibitNumber

Description

Method of Filing10
.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)10
.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) 88




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##### Table of Contents



ExhibitNumber

Description

Method of Filing10
.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+

Filed herewith10
.61

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

Filed herewith21


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).(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). 89




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##### Table of Contents



(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).(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). 90




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##### Table of Contents



(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-KSB,
    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)(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). 91




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##### Table of Contents



(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) 92