UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C., 20549


FORM
10-KSB/A






(Mark
one)




ý ANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the
Quarterly period ended June 30,
2007




r TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE EXCHANGE ACT




For the
transition period from __________to___________




Commission
file number 333-138074




BIOENERGY,
INC.


(Exact
name of small business issuer as specified in its charter)




Nevada
              (State
      or other jurisdiction of incorporation or organization)
            20-4907818
              (IRS
      Employer Identification No.)3702
      South Virginia Street, #G12-401, Reno,
Nevada  89502
              (Address
      of principal executive offices)(202)
      470-4698
              (Issuer’s
      Telephone Number)(Former
      name, former address and former fiscal year, if changed since last
      report)n/a




Securities
registered under Section 12(b) of the Exchange Act:




Title
      of each class
            
            Name
      of each exchange on which registeredNone
            
            None







Check
whether the issuer (1) filed all reports required to be filed by sections 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorten period
that the registrant was required to file such report), and (2) has been subject
to such filing requirements for the past 90 days.  Yes ý No r.




Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B contained in this
form, and no disclosure will be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form
10-KSB.




Indicate
by a check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ý No r.




Table of Contents




Explanatory
Note:
  Please note
that the previously filed annual report for the year ended June
30, 2007 on Form 10-KSB did not have the certifications attached.  We are
amending that Form 10-KSB to include such certifications, to clarify
that the company is a "shell company" as defined in Rule 12b-2, and to further
revise the cover page to state that the company currently does not have
securities registered under Section 12(g) of the Exchange
Act.


Table of Contents




APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS


DURING
THE PRECEDING FIVE YEARS




Check
whether the registrant filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court.Yes r No r.




APPLICABLE
ONLY TO CORPORATE ISSUERS




State the
number of shares outstanding of each of the issuer’s classes of common equity as
of the latest practicable date:


Outstanding
as of June 30, 2007:  2,500,000 common shares, par value $0. 001 per
share.


Transitional
Small Business Disclosure Format (Check one):    Yes r                                                                                                                                No
ý




Securities
registered under Section 12(g) of the Exchange Act:




None




The
issuer’s revenue for the year ended June 30, 2007, was $Nil.




As of
June 30, 2007, the aggregate market value of the voting common stock held by
non-affiliates of the registrant, computed by using the last sales price on such
date, was $Nil.




DOCUMENTS INCORPORATED BY
REFERENCE:  None.




Table of Contents




BIOENERGY,
INC.




FORM
10-KSB/A




TABLE OF CONTENTS






PART
    IItem
      1.
            Description of Business
            3Item
      2.
            Description of Property
            10Item
      3.
            Legal
      Proceedings
            10Item
      4.
            Submission of Matters to a Vote of Security
Holders
            10PART
      IIItem
      5.
            Market
      for Company’s Common Equity and Related Stockholder Matters
            11Item
      6.
            Management’s Discussion and Analysis and Plan of
      Operation
            11Item
      7.
            Consolidated Financial Statements
            12Item
      8.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
            13Item
      8A.
            Controls and Procedures
            13PART
    IIIItem
      9.
            Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16 (a) of the Exchange Act
            13Item
      10.
            Executive Compensation
            14Item
      11.
            Security Ownership of Certain Beneficial Owners and
      Management
            15Item
      12.
            Certain Relationships and Related Transactions
            15Item
      13.
            Exhibits and Reports on Form 8-K
            15Item
      14.
            Principal Accountant Fees and Services
            16SIGNATURESEXHIBITS




Cautionary
Statement Concerning Forward-Looking Statements




This
Annual Report on Form 10-KSB includes “forward-looking statements” intended to
qualify for the safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995. These forward-looking statements reflect our
current views with respect to future events and financial performance, which
views are based on our expectations and projections from information that is
currently available to us. Forward-looking statements are often identified by
words like: “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project”
and similar expressions, or words which, by their nature, refer to future
events. Similarly, statements in this Annual Report on Form 10-KSB that describe
our plans, objectives or goals are forward-looking statements. Such
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from historical results or our
predictions. Certain factors that could cause actual results to differ
materially are discussed under “Risk Factors” in Item 1 of this Annual Report on
Form 10-KSB. You should not place undue certainty on these forward-looking
statements, which apply only as of the date of this report.




2
 Table of Contents




PART
I.




ITEM 1.    DESCRIPTION OF BUSINESS




Company
Overview




BioEnergy
Inc. was formed as a Nevada corporation on May 8, 2006.  Our principal
executive offices are located at 3702 South Virginia Street, #G12-401 Reno
Nevada 89502.  Our telephone number is (202) 470-4698. Our operations
office in China is located at 12-303 Binjiangxincheng, Hangzhou, Zhejiang,
China.




We are in
the business of developing a system for refining ethanol from wasted grain
straw.  China is a large agricultural country with a huge production
of rice and wheat.  Tons of grain straw are burned and wasted every
year (up to 700 million tons). (Ref:
http://www.newenergy.org.cn/html/2006-2/2006220_ 7657.html - Article published
on February 20, 2006 in China Technology)  Our intention is to help
Chinese farmers use our biotechnology to refine this grain straw, producing
ethanol, which would significantly benefit those Chinese farmers, release the
tension of energy demand and help the environment.




We are
not a blank check company as we have commenced the development of our system for
refining ethanol from wasted grain straw.  We have already completed a
prototype of our system, developed by our Chief Technology Officer and one of
our directors.  (Please also see “Management Discussion and Plan of
Operations”.)




Background




Global
energy demand continues to increase.  According to the most recent
information provided by the U.S. Department of Energy, in 2003, the world
consumed:




·
            29
      billion barrels of oil
      (http://www.eia.doe.gov/neic/experts/expertanswers.html),




·
            2,476
      million short tons of coal
      (http://www.eia.doe.gov/oiaf/ieo/pdf/ieoreftab_6.pdf);
  and




·
            27.4
      trillion cubic feet of natural gas
      (http://www.eia.doe.gov/oiaf/ieo/pdf/ieoreftab_5.pdf).




The
combustion of these fossil fuels results in the annual release of approximately
8 gigatons of carbon dioxide
(http://etsuodt.tamu-commerce.edu/AcademicOrganizations//sigmaxi/maa/d040500.html)
into the Earth's atmosphere with uncertain effects on global
temperature.




China has
recently moved into second place worldwide as a consumer of oil, and its recent
pace of economic growth has resulted in global demand for oil and energy growing
at rates well above recent historical averages.




Political
instability in oil-rich countries only adds to economic problems through the
potential for major supply disruptions, resulting in a global energy
crisis.




On the
other hand, Chinese farmers generate more than 700 million tons of grain straw
from the cultivation and harvest of rice and wheat, and this grain straw could
be refined to ethanol, a well-known alternative energy.




What
is Ethanol?




Ethanol
is a clean-burning, high-octane fuel that is produced from renewable
sources.  At its most basic, ethanol is grain alcohol, produced from
crops such as corn, because grains contain a sugar element that is key for the
production of ethanol.  As grain straw also contains the basic sugar
element found in corn, ethanol can also be produced from grain
straw.  Because it is domestically produced, ethanol helps reduce
China's dependence upon foreign sources of energy.




Pure 100%
ethanol is not generally used as a motor fuel; instead, a percentage of ethanol
is combined with unleaded gasoline.  This is beneficial because the
ethanol:




·
            decreases
      the fuel's cost;




·
            increases
      the fuel's octane rating;




·
            decreases
      gasoline's harmful emissions.




Any
amount of ethanol can be combined with gasoline, but the most common blend is
“E10”.  E10 is 10% ethanol and 90% unleaded gasoline.  E10
is approved for use in any make or model of vehicle sold in China, because of
its high performance, clean-burning characteristics.  In 2005, about
20% of China's gasoline was blended with ethanol, most in this 10%
variety.




3
 Table of Contents




In recent
years, China has set up quite a few enterprises to produce ethanol, but our goal
is to help Chinese farmers set up small-sized ethanol refinery systems using
grain straw produced by themselves. Therefore these big enterprises are not our
direct competitors.




Our
Ethanol Refinery System




There are
five main components in our system:




·
            Grinder                   (15kw,
      25kg/h)




·
            Cooker
      #1              (Boiler
      – high temperature cooker) Standard Volume:
100L




·
            Cooker
      #2               (Slow
      cooker – low temperature cooker) Standard Volume:
  100L




·
            Distiller                   (5kw)




·
            Dehydrator             (7.5kw)




Our
ethanol refinery system provides the technology to process refined ethanol
through the following procedures:




1.
            Milling. The grain straw
      passes through a grinder, which grinds it into a fine powder called
      meal.




2.
            Liquefaction. The meal
      is mixed with water and alpha-amylase (the first enzyme), and then poured
      into cooker #1 where the starch is liquefied.  Heat is applied
      at this stage to enable liquefaction.  This step takes about 48
      hours.  Cooker #1 is a large, sealed boiler.  The meal
      is placed into it at a ratio of one-third meal to two-thirds water. Cooker
      #1 has two indicators – one for temperature (which needs to be above
      105oC) and one for pH value.  The product is liquefied and
      boiled until it reaches a pH of 7.  At this point nitric acid is
      added until the pH value drops to
5.




3.
            Saccharification. The
      mash from the cooker is then cooled and the secondary enzyme
      (gluco-amylase) is added to convert the liquefied starch to fermentable
      sugars (dextrose).




4.
            Fermentation. Yeast is
      added to the mash to ferment the sugars to ethanol and carbon dioxide
      until it is fully fermented and leaves cooker #1.  At this
      stage, the temperature first needs to drop to 35oC.  Once this
      temperature is reached, the product is moved to cooker #2, which is
      another large cooker.  The product is left to ferment at 35oC
      for seven days.  At the end of seven days, the sediment is
      filtered out.




5.
            Distillation. The
      fermented mash, similar to beer, contains about 10% alcohol plus all the
      non-fermentable solids from the meal and yeast cells.  The mash
      is pumped to the continuous flow, multi-column distiller, where the
      alcohol is removed from the solids and the water.  The alcohol
      leaves the top of the final column at about 96% strength, and the residue
      mash, called stillage, is transferred from the base of the column to the
      co-product processing area. The product is now cooked in the distiller
      until 50% to 60% of the water has evaporated.  At the end of
      this process, the product has become 60% ethanol (40%
    water).




6.
            Dehydration. The alcohol
      from the top of the column passes through a dehydrator, where the
      remaining water will be removed. The alcohol product at this stage is
      called anhydrous ethanol (pure, without water) and is approximately 200
      proof. Once the dehydration process is complete, the resulting product
      will be a minimum of 95% ethanol, which is sufficient for use as a blend
      for automobile gas.




The
entire system looks like a small business wine making system, and everything can
be fit into a standard garage-sized space. Our proposed ethanol refinery system
can be built entirely with in-house expertise and resources, without any special
maintenance or reconstruction.  Our ethanol refinery products can be
built to be a variety of sizes to fit various requirements by simply adding more
cookers.




Our
standard enthanol system is a 100L model that can generate 50 litres of 95% pure
ethanol.




Research
and Development




Although
we believe that the Company's technology is not the most advanced in the ethanol
refinery area available on the market today, our products are inexpensive and
are fit for Chinese farmers’ requirements.




The
Company will continue to upgrade and refine its existing
technologies.  During the next twelve months, the Company will
continue to focus on enhancing its refinery speed, its purity of product and
reducing costs.




Present
Stage of Development




All
related technologies were acquired from our Chief Technology Officer and one of
our directors, Haiming Zhang, at no cost.  Mr. Zhang has completed a
prototype of our ethanol refinery system.  The volume of our system’s
production is in direct proportion to the numbers of cookers purchased and
configured.  Thus our systems can be as large or small as a user
requires.  We have not yet completed the development of our




4
 Table of Contents




ethanol
refinery technology.  We believe our products will be commercially
available by the end of September 2007.




To remain
competitive in the ethanol refinery industry, we will continue developing and
improving our core technology.  Currently the standard system takes
about nine days to finish one complete process, and our current goal is make the
system work one-third faster, or about six days, which requires us to test
various kinds of additives. The costs of our research and development activities
are not borne by customers since we will not have customers until the completion
of the marketing and development of our ethanol refinery system.  We
will either raise more funds from investors or borrow from existing directors to
cover our projected research and development expenses.  Our directors
and officers have agreed to contribute up to $50,000 in additional funds before
we seek further financing through a private placement.




Our Chief
Technology Officer and one of our directors, Mr. Haiming Zhang, was a former
engineer at Hengli Chemical Factory, located in Hangzhou, where he invented our
ethanol refinery system.  It is estimated that the cost of
manufacturing the system will be less than 50,000 Chinese Yuan (approximately
USD$6,000).  Users can purchase more cookers to increase the system’s
output.




We are
still conducting research to reduce the costs of each system with the goal of
making the units more affordable for individual farmers.




Manufacturing, Service &
Support




Our
proposed ethanol refinery system can be built entirely with in-house expertise
and resources, without any special maintenance or reconstruction.  Our
ethanol refinery products can be built to be a variety of sizes to fit various
requirements, basically depending upon the number of cookers configured with the
system.




All of
the materials and parts related to the ethanol refinery system are available
through the public marketplace.




Once we
receive orders, we will contract with OEM manufacturers to produce these for us
at pre-negotiated prices.  (OEM:  “Original Equipment
Manufacturer” means the manufacturer replicates our product for us with
our brand and we will then sell the products ourselves.)  Typically
the order will be shipped within five business days.




Manufacture
of our ethanol refinery system doesn’t require any special facilities or
equipment.  It is easy for machinery manufacturers to assemble our
product by following our instructions.




Our
directors have contacted several machinery manufacturers, who have shown
interest in working with us.  We will look for OEM manufacturers
either by direct communication or advertisement.  We plan to pursue
this further upon commercialization of our product.




We will
employ local representatives to be part of our sales and technical support team.
If a user has any difficulties, our representatives will be on-site for
assistance, free of charge for the initial call and at pre-established rates
thereafter.




Key
Success Factors




Strategic




Our goal
is for our ethanol refinery system to become a leading product in the Chinese
marketplace.  In order to achieve our goal, we intend to increase
awareness of our products with potential customers, generally anticipated to be
farmers.  We intend to do this by engaging in the
following:




·
            Attending Agriculture
      Meetings, Promotional Events and Conferences:  We plan to
      attend a number of events attended by agriculture-related institutions in
      order to further expose our products.  These events will include
      agricultural products and technology trade meetings and promotional events
      that are attended by agriculture-related institutions and related seminars
      and conferences.




·
            Developing Direct
      Marketing Programs to Attract Farmers:  In addition to
      attending the foregoing conferences and seminars, we intend to market
      directly to farmers.  Initially we will seek to contact farmers
      in eastern and southern Mainland China, because these farmers are the
      wealthiest farmers in China, and they are very interested in
      diversification, rather than farming only.  Our marketing will
      include conducting seminars and the use of online and traditional
      advertising media such as newspapers and trade
    publications.




·
            Promoting through
      Internet-Based and Traditional Media Advertising:  We
      intend to use Internet-based and traditional media to promote our
      technology and products directly to
farmers.




We intend
to develop a network of qualified representatives who will understand how our
ethanol refinery system will benefit farmers.  Initially, we hope to
include at least one professional in the southeast of
China.




5
 Table of Contents




We will
build our network through a direct marketing program and through
word-of-mouth.  To ensure that our customers receive high quality
products, we will implement a follow-up program to seek feedback from all
farmers purchasing our ethanol refinery system.




Our
anticipated costs to implement the strategy for the next 12 months are estimated
as follows:




·
            travel
      - $4,000




·
            marketing
      - $2,000




We will
obtain funds to cover these costs by private equity fundraising or shareholders'
loans.  We anticipate that the Company will begin to receive revenues
from the sale of our ethanol refinery systems to farmers before the end of
December 2008.




Skilled Management
Team




We intend
to expand our current management to retain skilled directors, officers and
employees with experience relevant to our business focus.  Our current
management team is highly skilled in technical areas such as researching and
developing our technologies, but not skilled in areas such as marketing and
business management.  Obtaining the assistance of individuals with an
in-depth knowledge of operations, technology and markets will allow us to build
market share more effectively.




Competition




We are
not aware of any companies that are marketing similar ethanol refinery systems
to farmers in China. The existing ethanol refinery systems are only affordable
by chemical factories and not by Chinese farmers because the size of the
products and the financial investment required to purchase and install these
large systems is prohibitive to the average farmer.




The
technologies we are currently using are commonly used and are available to the
public.  We are in the process of researching patent rights, and at
present we are not aware of anyone in China having any patents, trademarks
and/or copyright protection for the technologies and any proprietary rights to
these technologies.  We believe that the ethanol refinery system
developed by us should be protected.  In order to protect our products
we plan to apply for patent protection and/or copyright protection in the United
States, China and other jurisdictions, and we will require purchasers of our
products to enter into non-disclosure agreements with us.




Marketing
Plan




Through
their past and current employment in the chemical and agriculture industry in
China, our directors have developed business contacts and an in-depth
understanding of business practices and customs in these
industries.  They intend to actively promote interest in the eastern
and southern mainland villages of China.  In addition, we intend to
promote our ethanol system through traditional advertising and promotional
media, such as newspaper and trade publications, as well as advanced media, to
effect maximum exposure and penetration in the farmers’
marketplace.  We also plan to do a demonstration show in various
villages.




Brand
Equity




We have
selected the name of our company in an attempt to establish our brand
name.




Advertising




We intend
to develop our website as one medium to promote our ethanol refinery
system.  We also intend to market our ethanol refinery system by
placing advertisements in newspapers and magazines.




We intend
to produce promotional material for direct marketing.  However, if we
are unable to complete the development of our ethanol refinery system, or if we
are unable to sell our ethanol refinery system, we may go out of
business.




We will
be dependent on representativesfor the sale of our
ethanol refinery system.  Currently we do not have any distribution
representatives.




Even if
we do have representatives, we may not be able to deliver any products to the
user in a timely manner and these representatives may not be able to sell our
products in volumes anticipated by us.




Customer
Service




Our
customers will receive one free on-site technical support call that can be used
for initial installation and instruction.  Subsequently we will charge
200 RMB per hour for service calls.




6
 Table of Contents




Legal




We have
not obtained any copyrights, patents or trademarks in respect of our ethanol
refinery system, which is currently undergoing research and
development.  We intend to obtain all necessary copyrights, patents or
trademarks, as applicable, in the United States and China, when we are in a
financial position to do so.  We have not entered into any licensing,
franchise, concession or royalty agreements in respect of our proposed ethanol
refinery system.  At present, we have non-disclosure agreements with
our employees to protect our technology.




Employees




Our
President and director, Mr. Jose Castro, our Chief Executive Officerand director Mr. Min Ge
and our Chief Technology Officer and director Mr. Haiming Zhang are the only
employees of the company.  They handle all of the responsibilities in
the area of corporate administration, business development and
research.




Government
Regulation and Supervision




We are
subject to the laws and regulations of those jurisdictions in which we plan to
sell our ethanol refinery system that are generally applicable to business
operations, such as business licensing requirements, income taxes and payroll
taxes.  In general, the sale of our ethanol refinery system in China
is not subject to special regulatory and/or supervisory
requirements.




RISK
FACTORS




You
should carefully consider the risks described below as each of these risks could
adversely affect our business, operating results and financial condition.
Additional risks and uncertainties not presently foreseeable to us may also
impair our business operations. If any of the following risks actually occurs,
our business, financial condition and operating results could be materially and
adversely affected. In such case, the trading price of our common stock could
decline, and you may lose all or part of your investment.




GENERAL
RISKS RELATED TO OUR BUSINESS




Our auditors have issued a going
concern opinion because we may not be able to achieve our objectives and we may
have to suspend or cease our proposed operations as a start-up company
entirely.




Our
auditors have issued a going concern opinion. This means that there is doubt
that we can continue with our proposed business operations as a start-up company
for the next twelve months. We have no cash as at June 30 2007 and we need raise
additional funds to support our operations. The expenses incurred during the
last 12 months are $58,200. In the course of developing our ethanol refinery
system, we may:




·
            incur
      unexpected costs in completing the development of our ethanol refining
      demonstration system or encounter unexpected technical or other
      difficulties;




·
            incur
      delays and additional expenses as a result of technology
      failure;




·
            be
      unable to create a substantial market for our ethanol refinery system;
      or




·
            incur
      significant and unanticipated
expenses.




The
occurrence of any of the aforementioned events could cause us to run out of
money so that we are unable to pay our ongoing expenses in respect of the
development and marketing of our ethanol refinery system.  If we do
not complete the development of our ethanol refinery system by April 2008 and if
we are not able to raise additional capital when needed to complete the
development of our ethanol refinery system, we may have to suspend or cease our
operations because we will not be able to pay our ongoing expenses in respect of
the development and marketing of our ethanol refinery system.




We
have no operating history and have maintained losses since inception, which we
expect to continue into the future.




We were
incorporated on May 8, 2006 and only just recently commenced development of our
ethanol refinery system. We have not realized any revenues to
date.  We have no operating history at all upon which an evaluation of
our future success or failure can be made.  Our net loss from
inception to June 30, 2007 is $63,200.  Our ability to achieve and
maintain profitability and positive cash flow is dependent upon:




·
            our
      ability to develop our ethanol refinery
system;




·
            our
      ability to market our ethanol refinery
system;




·
            our
      ability to generate ongoing
revenues;




·
            our
      ability to reduce development and marketing costs;
  and




7
 Table of Contents




·
            our
      ability to compete with established ethanol refinery
    systems.




Based
upon our proposed plans, we expect to incur operating losses in future periods.
This will happen because there are substantial costs and expenses associated
with the research, development and marketing of our product.  We may
fail to generate revenues in the future.  Failure to generate revenues
will cause us to go out of business because we will not have the money to pay
our ongoing expenses.




If
we are unable to obtain the necessary financing to implement our business plan
we will not have the money to pay our ongoing expenses and we may go out of
business.




Our
ability to successfully develop our ethanol refinery system and to eventually
produce and sell our system to generate operating revenues depends on our
ability to obtain the necessary financing to implement our business
plan.  Given that we have no operating history, no revenues and only
losses to date, we may not be able to achieve this goal, and if this occurs we
will not be able to pay the development and marketing costs in respect of our
ethanol refinery system and we may go out of business.  We may need to
issue additional equity securities in the future to raise the necessary
funds.  The issuance of additional equity securities by us would
result in a significant dilution in the equity interests of our current
stockholders.  The resale of shares by our existing shareholders
pursuant to this prospectus may result in significant downward pressure on the
price of our common stock and cause negative impact on our ability to sell
additional equity securities.  Obtaining loans will increase our
liabilities and future cash commitments. If we are unable to obtain financing in
the amounts required we will not have the money that we require for the
development and marketing of our ethanol refinery system and we may go out of
business.




If
we are unable to complete the development of our ethanol refinery system and
sell our system we will not be able to generate revenues and you will lose your
investment.




We have
not completed development of our ethanol refinery system and we have no
contracts for the sale of our ethanol refinery system. The success of our
proposed business will depend on its completion and the acceptance of our
products by businesses and the general public.  Achieving such
acceptance will require significant marketing investment.  The ethanol
refinery system we develop may not be accepted by our customers at sufficient
levels to support our operations and build our business.  If the
ethanol refinery system that we develop is not accepted at sufficient levels,
our proposed business will fail.




Our
technology and products may contain defects that will make it more difficult for
us to establish and maintain customers.




We have
not yet completed the initial development of our core technology, and it has not
been tested by users.  Our technology may contain undetected design
faults and errors that are discovered only after it has been installed and used
by customers.  Any such default or error could cause delays in
delivering our product or require design modifications.  These could
adversely affect our competitive position and cause us to lose potential
customers or opportunities.  Since our technology is intended to be
utilized to develop a market for grain straw that is currently wasted, the
effect of any such delays will likely have a detrimental impact on
us.  In addition, given that ethanol refinery systems have yet to gain
widespread acceptance in the market, any delays would likely have a more
detrimental impact on our business than if we were a more established
company.




Our
ethanol refinery system is not protected by any trademarks, patents and/or other
intellectual property registrations.  If we are unable to protect our
intellectual property rights, our proposed business will fail.




We have
not applied for any trademark, patent or other intellectual property
registration with any governmental agency for our name or for our
technology.  At present we have non-disclosure agreements with our
employees to protect our technology.  Despite our precautions taken to
protect our ethanol refinery system, unauthorized parties may attempt to reverse
engineer copy or obtain and use our ethanol refinery system. If they are
successful we could lose our technology or they could develop similar systems,
which could create more competition for us and even cause our proposed business
operations to fail.




We
depend to a significant extent on certain key personnel, the loss of any of whom
may materially and adversely affect our company.




Currently,
we have only two employees and they are also our officers and directors. Our
performance depends to a significant extent on the continued services and
technical expertise of our director and Chief Technology Officer, Mr. Haiming
Zhang.  There is intense competition for skilled personnel,
particularly in the field of system development.  There can be no
assurance that we will be able to attract and retain qualified personnel on
acceptable terms. The loss of Mr. Zhang’s services could prevent us from
completing the development of our ethanol refinery system.  In the
event of the loss of services of such personnel, no




8
 Table of Contents




assurance
can be given that we will be able to obtain the services of adequate replacement
personnel.  We do not maintain key person insurance on the lives of
any of our officers or employees.




We
have no sales and marketing experience.




We have
not yet begun marketing our products and thus have yet to make any commercial
sales of the products.  The Company's employees have no experience in
marketing such products and no distribution system has been developed. While the
Company has plans for marketing and sales, there can be no assurance that such
efforts will be successful or that the Company will be able to attract and
retain qualified individuals with marketing and sales expertise.  The
Company's future success will depend, among other factors, upon whether the
Company's products can be sold at a profitable price and the extent to which
consumers acquire, adopt, and continue to use them.  There can be no
assurance that the Company's products will gain wide acceptance in its targeted
markets or that the Company will be able to effectively market its
products.




If
our estimates related to expenditures are erroneous our business will fail and
you will lose your entire investment.




Our
success is dependent in part upon the accuracy of our management's estimates of
expenditures. (See Liquidity and Capital Resources under "Plan of
Operations”.)  If such estimates are erroneous or inaccurate we may
not be able to carry out our business plan, which could, in a worst-case
scenario, result in the failure of our business and you losing your entire
investment.




Our
officers and directors are engaged in other activities and may not devote
sufficient time to our affairs, which may affect our ability to conduct
operations and generate revenues.




The
persons serving as our officers and directors have existing responsibilities and
may have additional responsibilities to provide management and services to other
entities.  Mr. Jose Castro, our President, Treasurer (Principal
Accounting Officer) and Principal Financial Officer and one of our directors, is
also involved in venture capital investment worldwide.  We expect Mr.
Castro to spend approximately 10 to 20 hours a week on the business of our
company.  Mr. Min Ge, our Chief Executive Officer and one of our
directors, is also manager of Jindian Marketing Ltd. in China.  We
expect Mr. Ge to spend approximately 10 to 20 hours a week on the business of
our company.  Mr. Haiming Zhang, our Chief Technology Officer and one
of our directors, is research associate of Hangzhou Runming Chemical Company in
China.  We expect Mr. Zhang to spend approximately 10 hours or more a
week on the business of our company.  As a result, demands for the
time and attention from our directors and officers from our company and other
entities may conflict from time to time.  Because we rely primarily on
our directors and officers to maintain our business contacts and to promote our
ethanol refinery system, their limited devotion of time and attention to our
business may hurt the operation of our business.




Because
our officers, directors and principal shareholders control a significant
percentage of our common stock, you will have little or no control over our
management or other matters requiring shareholder approval.




Our
directors and officers collectively own 50.5% of the issued and outstanding
shares of our common stock. As a result, our director and officers collectively
have the ability to control matters affecting minority shareholders, including
the election of our directors, the acquisition or disposition of our assets, and
the future issuance of our shares. Because our directors and officers
collectively own a significant percentage of our common stock, you will have
difficulty replacing our management if you disagree with the way our business is
being run.  Because control by an insider could result in management
making decisions that are in the best interest of the insider and not in the
best interest of the investors, you may lose some or all of the value of your
investment in our common stock.




MARKET
RISKS




There
is no active trading market for our common stock and you may be unable to sell
your shares of our common stock if a market does not develop for our common
stock.




There is
currently no active trading market for our common stock and such a market may
not develop or be sustained.  If we establish a trading market for our
common stock, the market price of our common stock may be significantly affected
by factors such as actual or anticipated fluctuations in our operation results,
general market conditions and other factors.  In addition, the stock
market has from time to time experienced significant price and volume
fluctuations that have particularly affected the market prices for the shares of
developmental stage companies, which may materially and adversely affect the
market price of our common stock.




9
 Table of Contents




Our
stock is a penny stock.  Trading of our stock may be restricted by the
SEC's penny stock regulations and the NASD's sales practice requirements, which
may limit a stockholder's ability to buy and sell our stock.




Our stock
is a penny stock.  (See "Market for our Common Stock and Related
Stockholder Matters".)  Our securities are subject to the penny stock
rules promulgated by the Securities and Exchange Commission, which imposes
additional sales practice disclosure requirements.  These disclosure
requirements may have the effect of reducing the level of trading activity in
the secondary market for the stock that is subject to these penny stock
rules.  Consequently, these penny stock rules may affect the ability
of broker-dealers to trade our securities. We believe that the penny stock rules
discourage investor interest in and limit the marketability of our common stock
and adversely affect the price of our shares.




In
addition to the "penny stock" rules, the NASD has adopted rules requiring that
in recommending an investment to a customer, a broker-dealer must have
reasonable grounds for believing that the investment is suitable for the
customer. The NASD requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock and have an adverse effect on the market for
our shares.




Because
we do not intend to pay any dividends on our common stock, investors seeking
dividend income or liquidity should not purchase shares of our common
stock.




We have
not declared or paid any dividends on our common stock since our inception, and
we do not anticipate paying any such dividends for the foreseeable
future.  Investors seeking dividend income or liquidity should not
invest in our common stock.




Because
we can issue additional shares of common stock, purchasers of our common stock
may incur immediate dilution and may experience further dilution.




We are
authorized to issue up to 75,000,000 shares of common stock, of which 2,500,000
shares are issued and outstanding.  Our Board of Directors has the
authority to cause the Company to issue additional shares of common stock, and
to determine the rights, preferences and privilege of such shares, without
consent of any of our stockholders.  Consequently, the stockholders
may experience more dilution in their ownership of BioEnergy in the
future.




Other
Risks




Because
all of our officers and directors are located in non-U.S. jurisdictions, you may
have no effective recourse against the management for misconduct and may not be
able to enforce judgment and civil liabilities against our officers, directors,
experts and agents.




All of
our directors and officers are nationals and/or residents of countries other
than the United States, and all or a substantial portion of such persons' assets
are located outside the United States.  As a result, it may be
difficult for investors to enforce within the United States any judgments
obtained against our officers or directors, including judgments predicated upon
the civil liability provisions of the securities laws of the United States or
any state thereof.




Please
read this prospectus carefully. You should rely only on the information
contained in this prospectus. We have not authorized anyone to provide you with
different information. You should not assume that the information provided by
the prospectus is accurate as of any date other than the date on the front of
this prospectus.




ITEM
2.  DESCRIPTION OF PROPERTY




BioEnergy
currently shares office space located at 3702 South Virginia Street, #G12-401,
Reno, Nevada 89502-6030.  Our director, Haiming Zhang, provides these
facilities to us at no charge.  Since August 1, 2006, we have also
used office space located at 12-303 Binjiangxincheng, Hangzhou, Zhejiang,
China.  Our director, Mr. Haiming Zhang, also provides these
facilities to us at no charge.




ITEM 3.  LEGAL PROCEEDINGS




We are
not a party to any pending legal proceedings that, if decided adversely to us,
would have a material adverse effect upon our business, results of operations or
financial condition. From time to time, we may be involved in litigation
relating to claims arising out of operations in the normal course of
business.




ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS




None.




10
 Table of Contents




PART
II.




ITEM 5.MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS




Our
common stock is not listed on any stock exchange. The common stock is traded on
the Over-the-Counter Electronic Bulletin Board under the symbol "GNMN.OB".
Bioenergy had minimal operations and we do not believe any stock price
information.




Holders




As of
June 30, 2007, there were approximately 35 stockholders of record of our common
stock.




Dividends




We have
never paid any dividends on the common stock. We currently anticipate that any
future earnings will be retained for the development of our business and do not
anticipate paying any dividends on the common stock in the foreseeable
future.




ITEM 6.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION




Since we
have only recently begun development of our ethanol refinery system and have not
generated any revenue, our independent auditors have issued an opinion about our
ability to continue as a going concern in connection with our audited financial
statements for the period from our inception on July 1, 2006 to June 30,
2007.  This means that our auditors believe there is doubt that we can
continue as an on-going business for the next twelve months unless we obtain
additional capital to pay our bills.  This is because we have
generated minimal revenues and no revenues are anticipated unless and until we
complete the development and marketing of our proposed ethanol refinery
system.  Accordingly, we must raise cash from sources other than the
sale of our products.  Our only other source for cash at this time is
equity investments by others in our company.  Our accumulated deficit
is $63,200 as of June 30, 2007.  The discussion below provides an
overview of our operations, discusses our results of operations, our plan of
operations, our liquidity and capital resources.




The
following discussion should be read in conjunction with our financial statements
and the related notes that appear elsewhere in this registration
statement.  The following discussion contains forward-looking
statements that reflect our plans, estimates and beliefs.  Our actual
results could differ materially from those discussed in the forward-looking
statements.  Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and elsewhere
in this prospectus, particularly in the section entitled "Risk
Factors".




Our
primary objective in the next twelve months will be to complete development of
our proposed ethanol refinery system, establish our marketing plan, commence an
advertising campaign for our proposed ethanol refinery system, and employ our
first sales force for direct sales of our proposed products in
China.




Since our
incorporation on May 8, 2006, we have taken active steps to implement our
business plan.  In March 2005, we began the development of our ethanol
refinery system.  Our Chief Technology Officer and one of our
directors, Haiming Zhang, has completed several experiments of key components
that will form the basis of our proposed ethanol refinery system.




We
anticipate that, in time, the primary source of revenue for our business model
will be the sale of our proposed ethanol refinery system.  We also
anticipate that we may receive compensation for professional services such as
customized design and development of the ethanol refinery
system.  Currently, we do not have any customers, as our ethanol
refinery system is not yet fully developed.




In our
management’s opinion, we need to achieve the following events or milestones in
the next twelve months:




·
            Enhance
      our core technology that will further the marketability of our
      products; and




·
            Establish
      customer relationships in China once our proposed ethanol refinery system
      is fully developed.




In order
to reach these milestones, we will do the following:




1.
            Develop
      a demonstration of our ethanol refinery system by March 31,
      2008.  This will allow users to see the results of the ethanol
      refinery technology and determine its effectiveness.  We
      estimate that this will cost a total of
$4,000.




2.
            Develop
      the completed commercial version of our proposed ethanol refinery system
      by September 30, 2008.  This system will be marketed to
      potential customers in China.  We estimate that the remaining
      cost for completion of the ethanol refinery system development is
      approximately $4,000




11
 Table of Contents




3.
            Commence
      a marketing campaign for our ethanol refinery system following its
      development, which will be by the end of September 2008.  We
      estimate that we will need $6,000 to implement our marketing and
      advertising campaign.




Furthermore,
in our management’s opinion, we can expect to incur the following expenses to
fund our plan of operation for the next twelve months:




·
            Audit
      fees, which consist primarily of accounting and auditing fees for the
      year-end audit.  We estimate that our audit fees for the next
      twelve months will be approximately
$4,000;




·
            Bank
      charges, which consist primarily of charges by our bank for processing
      transactions through our checking account.  We estimate that our
      bank charges for the next twelve months will be approximately
      $100;




·
            Legal
      and organizational fees, which consist primarily of legal fees paid by us
      regarding securities advice and organizing the company.  We
      estimate that our legal and organizational fees for the next twelve months
      will be approximately $10,000; and




·
            Other
      operating expenses, which consist primarily of the expenses incurred for
      further development of our proposed ethanol refinery system; for the
      advertising campaign for our proposed ethanol refinery system, and other
      administrative expenses.  We estimate that our other operating
      expenses for the next twelve months will be approximately
      $30,000.




Purchase
or Sale of Equipment




We do not
expect to purchase or sell any plant or significant equipment.  We
will lease warehouse space as needed for the development of our
system.




Liquidity and Capital
Resources




At June
30, 2007, we had $Nil in cash.  We anticipate that our total operating
expenses will be approximately $30,000 for the next twelve
months.  This includes our estimated expenses as follows:




·
            $4,000
      for the development of our demonstration ethanol refinery
      system;




·
            $4,000
      to complete the development of our commercial version of our ethanol refinery
      system




·
            $6,000
      to commence our advertising and marketing
  campaign;




·
            $4,000
      for our audit fees over the next twelve
months;




·
            $10,000
      for our legal and organization fees over the next twelve months;
      and




·
            $26,000
      for other operating expenses not included
above.




In the
opinion of our management, we will raise additional capital to continue our
operations.  We will obtain additional funding by borrowing from our
directors and officers and through a private placement.  Our directors
and officers have agreed to contribute, prior to seeking financing by private
placement, up to $50,000 as loans without interest when the Company requires
additional funding.  We cannot guarantee that additional funding will
be available on favorable terms, if at all.  If adequate funds are not
available, then our ability to expand our operations may be adversely
affected.




Personnel




Mr. Jose
Castro, our President and Director, Mr. Min Ge, our Chief Executive Officer and
Director and Mr. Haiming Zhang, our Chief Technology Officer and Director, are
currently each working approximately 10 to 20 hours per week to meet our
needs.  As demand requires, Mr. Castro, Mr. Ge and Mr. Zhang will
devote additional time.  We currently have no other
employees.  We expect that we will only increase our number of
employees by one person during the next twelve months.




ITEM 7.FINANCIAL
STATEMENTS




Our
consolidated financial statements and notes thereto, and the report of our
independent auditors, are set forth at the end of this report commencing at page
F-1.




12
 Table of Contents




BIOENERGY
INC.
 (A
Development Stage Company)
 FINANCIAL
STATEMENTS
 JUNE
30, 2007
   REPORT OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              F-1BALANCE
      SHEETS
              F-2STATEMENTS OF
      OPERATIONS
              F-3STATEMENT OF
      STOCKHOLDERS’ EQUITY (DEFICIT)
              F-4STATEMENTS OF
      CASH FLOWS
              F-5NOTES TO THE
      FINANCIAL STATEMENTS
              F-6
  Table of Contents
  graphic 1
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
 To the
Stockholders and Board of Directors of Bioenergy Inc.
  We have
audited the accompanying balance sheets of Bioenergy Inc .. (a development stage
company) as of June 30,2007 and 2006 and the related statements of operations,
stockholders' equity (deficit) and cash flows for the year ended June 30, 2007,
for the period from May 8,2006 (date of inception) to June 30,2006 and for the
period from May 8, 2006 (date of inception) to June 30, 2007. These financial
statements are the responsibility of the Company's management Our responsibility
is to express an opinion on these financial statements based on our
audits,
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial re porting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting, Accordingly, weexpress no
such opinion, An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements and includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation,
We believe that our audits provide a reasonable basis for our
opinion,
 
 In our
opinion, these financial statements present fairly, in all materiaI respects,
the financiaI position of Bioenergy Inc, as of June 30, 2007 and 2006 and the
results of its operations and its cash flows for the year ended June 30, 2007,
for the period from May 8, 2006 (date of inception) to June 30, 2006 and for the
period from May 8, 2006 (date of inception) to June 30,2007 in conformity with
accounting principles generally accepted in the United States of
America,
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern As discussed in Note 1 to the financial
statements, the Company has not generated revenues since inception, has incurred
losses in developing its business, and further losses are anticipated, The
Company requires additional funds to meet its obligations and the costs of its
operations. These factors raise substantial doubt about the Company's ability to
continue as a going concern Management's plans in this regard are described in
Note 1, The financial statements do not include any adjustments that might
result from the outcome of this uncertainty,
  DALE
MATHESON CARR-HILTON LABONTE LLP
 CHARTERED
ACCOUNTANTS
 Vancouver,
Canada September 24, 2007
  F-1
 Table of Contents
  BIOENERGY INC.
 (A
Development Stage Company)
 BALANCE
SHEETS
  June
      30,
                  2007
                
                June
      30,
                  2006ASSETSCurrentCash
                $
                -
                
                $
                45,000Prepaid
      expenses
                
                -
                
                
                5,000Total
      assets
                $
                -
                
                $
                50,000LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CurrentAccounts
      payable and accrued liabilities
                $
                -
                
                $
                4,000Due
      to director (Note 5)
                
                6,200
                
                
                -Total
      current liabilities
                
                6,200
                
                
                4,000Going
      concern (Note 1)Stockholders'
      equity (deficit)Common
      stock (Note 3)Authorized:75,000,000
      common shares, par value $0.001 per shareIssued
      and outstanding:2,500,000
      common shares (June 30, 2006 – 2,500,000)
                
                2,500
                
                
                2,500Additional
      paid-in capital
                
                54,500
                
                
                48,500Deficit
      accumulated during the development stage
                
                (63,200)
                
                
                (5,000)Total
      stockholders’ equity
      (deficit)
                
                (6,200)
                
                
                46,000Total
      liabilities and stockholders’ equity
                $
                -
                
                $
                50,000
  The
accompanying notes are an integral part of these financial
statements
  F-2
 Table of Contents
  BIOENERGY INC.
 (A
Development Stage Company)
 STATEMENTS
OF OPERATIONS
  Year
      ended June 30, 2007
                  
                  May
      8, 2006 (Date of Inception) to June 30, 2006
                  
                  Accumulated
      from May 8, 2006 (Date of Inception) to June 30, 2007ADMINISTRATION
      EXPENSESManagement
      fees (Note
      5)
                  $
                  6,000
                  
                  $
                  1,000
                  
                  $
                  7,000Professional
      fees
                  
                  52,200
                  
                  
                  4,000
                  
                  
                  56,200Net
      loss
                  $
                  (58,200)
                  
                  $
                  (5,000)
                  
                  $
                  (63,200)Basic
      and diluted loss per share
                  $
                  (0.02)
                  
                  $
                  (0.01)Weighted
      average common shares outstanding shares outstanding
                  
                  2,500,000
                  
                  
                  2,500,000
  The
accompanying notes are an integral part of these financial
statements
  F-3
 Table of Contents
  BIOENERGY
INC.
 (A
Development Stage Company)
 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
  Common Stock
                  
                  Additional
                    Paid-in
                  
                  Deficit Accumulated During the
      DevelopmentNumber
                  
                  Amount
                  
                  Capital
                  
                  Stage
                  
                  TotalBalance, May 8, 2006
      (Date of Inception)
                  -
                  
                  $
      -
                  
                  $
      -
                  
                  $
      -
                  
                  $
      -Common
      stock issued for cash at $0.02 per share, May 15, 2006
                  2,500,000
                  
                  2,500
                  
                  47,500
                  
                  -
                  
                  50,000Donated
      services (Note 5)
                  -
                  
                  -
                  
                  1,000
                  
                  -
                  
                  1,000Net
      loss
                  -
                  
                  -
                  
                  -
                  
                  (5,000)
                  
                  (5,000)Balance, June 30,
      2006
                  2,500,000
                  
                  2,500
                  
                  48,500
                  
                  (5,000)
                  
                  46,000Donated
      services (Note 5)
                  -
                  
                  -
                  
                  6,000
                  
                  -
                  
                  6,000Net
      loss
                  -
                  
                  -
                  
                  -
                  
                  (58,200)
                  
                  (58,200)Balance, June 30,
      2007
                  2,500,000
                  
                  $
      2,500
                  
                  $
      54,500
                  
                  $
      (63,200)
                  
                  $
      (6,200)
  The
accompanying notes are an integral part of these financial
statements
  F-4
 Table of Contents
  BIOENERGY
INC.
 (A
Development Stage Company)
 STATEMENTS OF CASH FLOWS
  Year
      Ended June 30, 2007
                
                May
      8, 2006 (Date of Inception) to June 30, 2006
                
                Accumulated
      from May 8, 2006 (Date of Inception) to June 30, 2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                $
                (58,200)
                
                $
                (5,000)
                
                $
                (63,200)Non-cash
      item:  Donated services
                
                6,000
                
                
                1,000
                
                
                7,000Changes
      in non-cash operating working capital item:(Increase)
      decrease in prepaid expenses
                
                5,000
                
                
                (5,000)
                
                
                -Increase
      (decrease) in accounts payable and accrued liabilities
                
                (4,000)
                
                
                4,000
                
                
                -Net
      cash used in operations
                
                (51,200)
                
                
                (5,000)
                
                
                (56,200)CASH
      FLOWS FROM FINANCING ACTIVITIESDue
      to director
                
                6,200
                
                
                -
                
                
                6,200Issuance
      of common shares
                
                50,000
                
                
                -
                
                
                50,000Net
      cash provided by financing activities
                
                6,200
                
                
                50,000
                
                
                56,200CHANGE
      IN CASH
                
                (45,000)
                
                
                45,000
                
                
                -CASH,
      BEGINNING
                
                45,000
                
                
                -
                
                
                -CASH,
      ENDING
                
                -
                
                $
                -
                
                $
                -Supplemental
      disclosure of cash flow information:Cash
      paid during the period for:Interest
                $
      -
                
                $
      -
                
                $
      -Income
      taxes
                $
      -
                
                $
      -
                
                $
      -
  The
accompanying notes are an integral part of these financial
statements
  F-5
 Table of Contents
 BIOENERGY INC.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 June
30, 2007
  1.
NATURE AND CONTINUANCE OF OPERATIONS
  The
Company was incorporated in the State of Nevada on May 8, 2006. The Company is
planning to develop an ethanol refinery system in China. The Company is
considered to be a development stage company as it has not acquired any business
assets or generated revenues from operations to date.
   The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As of June 30, 2007, the Company has not generated
any revenue from its planned operations and has accumulated a deficit of
$63,200. Its ability to continue as a going concern is dependent upon the
ability of the Company to obtain the necessary financing to meet its obligations
and pay its liabilities arising from normal business operations when they come
due and to fund the Company’s business plans.
  F-6
 Table of Contents
  The
outcome of these matters cannot be predicted with any certainty at this time and
raise substantial doubt that the Company will be able to continue as a going
concern. These financial statements do not include any adjustments to the
amounts and classification of assets and liabilities that may be necessary
should the Company be unable to continue as a going concern.
  The
Company will need to raise additional capital to continue its operations.
Management plans to obtain additional funding by borrowing funds from its
directors and officers up to $50,000, or a private placement of common
stock.
  2.
SIGNIFICANT ACCOUNTING POLICIES
  The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America.
Because a precise determination of the fair value of many assets and liabilities
is dependent upon future events, the preparation of financial statements
involves the use of estimates, which have been made using careful judgment.
Actual results may vary from these estimates.
  The
financial statements have, in management's opinion, been properly prepared
within the framework of the significant accounting policies summarized
below:
  Development
Stage Company
  The
Company is in the development stage. Since its formation, the Company has not
yet raised sufficient capital to commence its planned business and has not
realized any revenues from its operations.
  Financial
Instruments
  The
fair value of the Company's financial instruments, comprising of amount due to
director approximates its fair value due to its short-term maturity. Unless
otherwise noted, it is management's opinion that the Company is not exposed to
significant interest, currency or credit risks arising from this financial
instrument.
  Income
Taxes
  The
Company has adopted Statements of Financial Accounting Standards ("SFAS") No.
109 - "Accounting for Income Taxes". SFAS No. 109 requires the use of the asset
and liability method of accounting of income taxes. Under the asset and
liability method of SFAS No. 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary differences
between the financial statements carrying amounts of assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or
settled.
   F-7
 Table of Contents
  BIOENERGY
INC.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 June
30, 2007
   2. SIGNIFICANT ACOUNTING POLICIES(cont’d...)
  Foreign
Currency Translation
  The
financial statements are presented in United States dollars. In accordance with
SFAS No. 52, "Foreign Currency Translation", foreign denominated monetary assets
and liabilities are translated into their United States dollar equivalents using
foreign exchange rates which prevailed at the balance sheet date. Non-monetary
assets and liabilities are translated at the transaction date. Revenue and
expenses are translated at average rates of exchange during the period. Related
translation adjustments are reported as a separate component of stockholders’
equity, whereas gains or losses resulting from foreign currency transactions are
included in results of operations.
  Basic
and Diluted Loss Per Share
  In
accordance with SFAS No. 128 - "Earnings Per Share", the basic loss per common
share is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding. Diluted loss per common
share is computed similar to basic loss per common share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. At June 30, 2007, the Company had
no stock equivalents that were anti-dilutive and excluded in the loss per share
computation.
  Stock-based
Compensation
  In
December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No.
123R, "Share-Based Payment", which replaced SFAS No. 123, "Accounting for
Stock-Based Compensation" and superseded APB Opinion No. 25, "Accounting for
Stock Issued to Employees". In January2005,
the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin
("SAB")No.107,
"Share-Based Payment", which provides supplemental implementation guidance for
SFAS No.123R.
SFAS No. 123R requires all share-based payments to employees, including grants
of employee stock options, to be recognized in the financial statements based on
the grant date fair value of the award. Under SFAS No. 123R, the Company must
determine the appropriate fair value model to be used for valuing share-based
payments and the amortization method for compensation cost. The Company adopted
SFAS No. 123R since inception. As the Company has never granted any stock
options the adoption of this accounting policy had no effect on its financial
position or results of operations.
  Comprehensive
Income
  The
Company has adopted SFAS 130, "Reporting Comprehensive Income", which
establishes standards for reporting and display of comprehensive income, its
components and accumulated balances. When applicable, the Company would disclose
this information on its Statement of Stockholder’s Equity. Comprehensive income
comprises equity except those resulting from investments by owners and
distributions to
 owners.
The Company has not had any transactions that are required to be reported in
other comprehensive income.
  Recent
Accounting Pronouncements
  In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities". This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November15,
2007. The Company is currently assessing the impact of SFAS No. 159 on its
financial position and results of operations
  F-8
 Table of Contents
  BIOENERGY
INC.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 June
30, 2007
  3.
COMMON STOCK
  On
May 15, 2006, the Company issued 2,500,000 shares of common stock at a price of
$0.02 per share for total proceeds of $50,000.
  Common
shares
  The
common shares of the Company are all of the same class, are voting and entitle
stockholders to receive dividends. Upon liquidation or wind-up, stockholders are
entitled to participate equally with respect to any distribution of net assets
or any dividends which may be declared.
  Additional
paid-in capital
  The
excess of proceeds received for shares of common stock over their par value of
$0.001, less share issue costs, is. credited to additional paid-in
capital.
  4.
INCOME TAXES
  At
June 30, 2007, the Company has accumulated non-capital loss carry-forwards of
approximately $63,000 (2006 - $5,000), which are available to reduce taxable
income in future taxation years. These losses expire beginning 2027. Due to the
uncertainty of realization of these loss carry-forwards, a full valuation
allowance had been provided for this deferred tax asset.
  5.
RELATED PARTY TRANSACTIONS
   At
June 30, 2007, $6,200 (2006 - $Nil) is due to a director of the Company. This
amount is non-interest bearing, unsecured, with no stated terms of
repayment.
  Related
party transactions are measured at the exchange amount, which represents the
amount agreed to between the related parties.
  Commencing
May 8, 2006, the Company recognized donated services for directors of the
Company for management fees, valued at $500 per month, as follows:
  Year
      ended June 30, 2007
                May
      8, 2006 (Date of Inception) to
                  June
      30, 2006
                May
      8, 2006 (Date of Inception) to
                  June
      30, 2007Donated
      services
                $
      6,000
                $
      1,000
                $
      7,000


F-9
 Table of Contents


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
  None.


ITEM 8A.  CONTROLS AND PROCEDURES




Evaluation
of Disclosure Controls and Procedures.




As of the
end of the period covered by this report, we carried out an evaluation, under
the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures are adequate to ensure that information required to be disclosed by
us in reports that we file or submit to the Securities and Exchange Commission
(the “SEC”) under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms.




Changes
in Internal Controls over Financial Reporting.




There was
no change in our internal control over financial reporting during our fourth
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.




ITEM 8B.  OTHER INFORMATION




None.




PART
III.




ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,CONTROL PERSONS
AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT




Directors,
Executive Officers




All
directors of our company hold office until the annual meeting of the
stockholders or until their successors have been elected and
qualified.  We have not held an annual meeting since incorporating on
May 8, 2006 as we had not issued any shares until May 15, 2006.  We
plan to have our annual meeting in December 2007.  The officers of our
company are appointed by our Board of Directors and hold office until their
death, resignation or removal from office.




Our
directors and executive officers, their ages, positions held, and duration as
such, are as follows:




Name
            Position
      Held with the Company
            Age
            Date
      First
              Elected
      or AppointedMin
      Ge
            Director,
      President, Chief Executive Officer, Treasurer (Principal Accounting
      Officer),
              Principal
      Financial Officer and Secretary
            29
            May
      8, 2006Haiming
      Zhang
            Director
      and Chief Technology Officer
            51
            May
      8, 2006Jose
      Castro
            Director
            33
            May
      8, 2006




Business
Experience




The
following is a brief account of the education and business experience during at
least the past five years of each director, executive officer and key employee,
indicating the principal occupation during that period, and the name and
principal business of the organization in which such occupation and employment
were carried out.




Min
Ge, Director and President, Chief Executive Officer, Principal Financial Officer
& Secretary




Mr. Ge
has served as our President, Chief Executive Officer and as one of our directors
since May 8, 2006.  Since 1999, Mr. Ge has worked as manager for
Jindian Marketing Ltd. of Hangzhou China.  He holds a Bachelors degree
from Zhejiang University in Hangzhou, China.




Jose
Castro, Director,




Mr.
Castro has served as one of our directors since May 8, 2006.  Since
1999, Mr. Castro has worked as an independent venture capital investor. He
invested and has worked as a deputy manager of Shuanglu Battery Co., Ltd.
located in China, since 2001.  He also invested Yudu foods Co., Ltd.
in China. In 2003




13
 Table of Contents




Haiming
Zhang, Director and Chief Technology Officer




Mr. Zhang
has served as our Chief Technical Officer and as one of our directors since May
8, 2006.  Since 1985, Mr. Zhang has worked as research associate and
engineerer for Hangzhou Runming Chemicial Company in Hangzhou
China.  He holds a Bachelor degree from Wuhan University in Wuhan,
China.




Committees
of the Board




We do not
have an audit or compensation committee at this time.




Involvement
in Certain Legal Proceedings




Our
directors, executive officers and control persons have not been involved in any
of the following events during the past five years:




1.
            any
      bankruptcy petition filed by or against any business of which such person
      was a general partner or executive officer either at the time of the
      bankruptcy or within two years prior to that
  time;




2.
            any
      conviction in a criminal proceeding or being subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);




3.
            being
      subject to any order, judgment, or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or




4.
            being
      found by a court of competent jurisdiction (in a civil action), the
      Commission or the Commodity Futures Trading Commission to have violated a
      federal or state securities or commodities law, and the judgment has not
      been reversed, suspended, or
vacated.




Conflict
of Interest




None of
our officers or directors will be subject to a conflict of
interest.




EXECUTIVE COMPENSATION




The
following table summarizes the compensation of our President (Principal
Executive Officer) and other officers and directors who received annual
compensation in excess of $100,000 during the period from May 8, 2006
(inception) to June 30, 2007.




We
have not entered into any employment agreement or consulting agreement with our
directors and executive officers.  There are no arrangements or plans
in which we provide pension, retirement or similar benefits for directors or
executive officers.  Our directors and executive officers may receive
stock options at the discretion of our board of directors in the future,
although no stock option plan is currently in place.  We do not have
any material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to our directors or executive officers, except
that stock options may be granted at the discretion of our board of
directors.




Directors
Compensation




We have
not reimbursed our directors for expenses incurred in connection with attending
board meetings nor have we paid any directors fees or other cash compensation
for services rendered as a director in the period ended June 30,
2007.




We have
no formal plan for compensating our directors for their services in their
capacity as directors.  In the future we may grant options to our
directors to purchase shares of common stock as determined by our Board of
Directors or a compensation committee that may be established.  We do
not, however, have a stock option plan in place at this
time.  Directors are entitled to reimbursement for reasonable travel
and other out-of-pocket expenses incurred in connection with attendance at
meetings of our board of directors.  The board of directors may award
special remuneration to any director undertaking any special services on behalf
of Bioenergy other than services ordinarily required of a
director.  Other than as indicated in this prospectus, no director
received and/or accrued any compensation for his or her services as a director,
including




14
 Table of Contents




committee
participation and/or special assignments




SUMMARY
      COMPENSATION TABLEAnnual
      Compensation
            Long
      Term
              Compensation(1)
            Pay-
              outsName
      and Principal
              Position
            Year
            Salary
            Bonus
            Other
              Annual
              Compen-
              sation(2)
            Securities
              Under
              Options/
              SAR's
              Granted
            Restricted
              Shares
      or
              Restricted
              Share
      Units
            LTIP
              Pay-
              outs
            All
      Other
              Compen-
              sationMin
      Ge
              Director,
      President , Treasurer (Principal Accounting Officer), Principal Financial
      Officer and Secretary
            2006
            Nil
            Nil
            Nil
            Nil
            Nil
            Nil
            Nil2007
            Nil
            Nil
            Nil
            Nil
            Nil
            Nil
            Nil




ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS




Principal
Stockholders




The
following table sets forth, as of June 30, 2007, certain information with
respect to the beneficial ownership of our common stock by each stockholder
known by us to be the beneficial owner of more than 5% of our common stock and
by each of our current directors and executive officers.  Each person
has sole voting and investment power with respect to the shares of common stock,
except as otherwise indicated.  Beneficial ownership consists of a
direct interest in the shares of common stock, except as otherwise
indicated.




Name
      and Address of Beneficial Owner
            Amount
      and Nature of
              Beneficial
      Ownership
            Percentage
              of
      Class(1)Jose
      Castro
            637,500
      common shares
            25.5%Haiming
      Zhang
            625,000
      common shares
            25.0%Min
      Ge
            0
      common shares
            0.0%Directors
      and Executive Officers as a Group
            1,262,500
      common shares
            50.5%




(1)
            Based
      on 2,500,000 shares of common stock issued and outstanding as of June 30,
      2007.  Except as otherwise indicated, we believe that the
      beneficial owners of the common stock listed above, based on information
      furnished by such owners, have sole investment and voting power with
      respect to such shares, subject to community property laws where
      applicable.  Beneficial ownership is determined in accordance
      with the rules of the SEC and generally includes voting or investment
      power with respect to securities.




Changes
in Control




We are
unaware of any contract or other arrangement the operation of which may at a
subsequent date result in a change of control of Bioenergy.




ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE




We have
not been a party to any transaction, proposed transaction, or series of
transactions in which the amount involved exceeds $60,000, and in which, to our
knowledge, any of our directors, officers, five percent beneficial security
holders, or any member of the immediate family of the foregoing persons has had
or will have a direct or indirect material interest.




ITEM 13.  Exhibits and Reports on Form 8-K




The
following Exhibits are incorporated herein by reference from the Registrant's
Form SB-2 Registration Statement filed with the Securities and Exchange
Commission, SEC file #333-138074 on October 19, 2006. Such exhibits are
incorporated herein by reference pursuant to Rule 12b-32:




15
 Table of Contents





Exhibit
      No.
            Document
      Description3.1
            Articles
      of Incorporation.3.2
            Bylaws.99.1
            Subscription
      Agreement.




The
following documents are included herein:




Exhibit
      No.
            Document
      Description31.1
            Certification of Chief Executive Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
            Certification of Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            Certification pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




Form
8-K:




No Form
8-K was filed.




ITEM 14.  PRINCIPAL ACCOUNTING FEES AND
SERVICES.




(1)
  Audit Fees




The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our Form 10-QSBs or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years
was:




(2)
  Audit-Related Fees





2006
            $11,200
            Dale
      Matheson Carr-Hilton Labonte, LLP, Chartered
  Accountants




The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported in the preceding paragraph:




2006
            Nil
            Dale
      Matheson Carr-Hilton Labonte, LLP, Chartered
  Accountants




(3)
  Tax Fees




The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning was:




2006
            Nil
            Dale
      Matheson Carr-Hilton Labonte, LLP, Chartered
  Accountants




(4)
  All Other Fees




The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:




2006
            Nil
            Dale
      Matheson Carr-Hilton Labonte, LLP, Chartered
  Accountants




(5)  Our
audit committee's pre-approval policies and procedures described in paragraph
(c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee
pre-approve all accounting related activities prior to the performance of any
services by any accountant or auditor.




(6) The
percentage of hours expended on the principal accountant's engagement to audit
our financial statements for the most recent fiscal year that were attributed to
work performed by persons other than the principal accountant's full time,
permanent employees was 0%.




16
 Table of Contents




SIGNATURES




In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




BIOENERGY,
      INC.(Registrant)Date:
      May 13, 2008
            By: /s/Min GeMin GePresident
      and Chief Executive Officer




In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.






Name
            Title
            Date/s/Min Ge
            President,
      Chief Executive Officerand
      Director (Principal Executive Officer)
            May
      13, 2008Min
      Ge/s/Haiming Zhang
            Chief
      Technical Officer
            May
      13, 2008Haiming
      Zhang/s/Jose Castro
            Director
            May
      13, 2008Jose
      Castro