##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-KSB
 þ
    
    Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934.
 For the fiscal year ended August 31, 2007
 o
    
    Transition report under Section 13 or 15(d) of the Exchange Act of 1934.
 For the transition period from  to
 Commission file number 333-139657
 OZARK ETHANOL, LLC
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    20-5055456
(I.R.S. Employer Identification No.)300 West Kneeland Street 
Liberal, Missouri
(Address of principal executive offices)
    
    64762
(Zip Code)
 (417) 843-3835
  None
  None
 o
 þ o
 þ
 o þ
     DOCUMENTS INCORPORATED BY REFERENCE
 None
 o þ




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##### 



TABLE OF CONTENTS
 PART I
    
    
    5ITEM 1. DESCRIPTION OF BUSINESS
    
    
    5ITEM 2. DESCRIPTION OF PROPERTY
    
    
    56ITEM 3. LEGAL PROCEEDINGS
    
    
    58ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    58PART II
    
    
    58ITEM 5. MARKET FOR COMMON EQUITY AND RELATED MEMBER MATTERS
    
    
    58ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
    
    
    60ITEM 7. FINANCIAL STATEMENTS
    
    
    71ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
    
    
    85ITEM 8A. CONTROLS AND PROCEDURES
    
    
    85ITEM 8B. OTHER INFORMATION
    
    
    85PART III
    
    
    85ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
    
    
    85ITEM 10. EXECUTIVE COMPENSATION
    
    
    90ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED MEMBER
MATTERS
    
    
    91ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    92ITEM 13. EXHIBITS
    
    
    94ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    94SIGNATURESEXHIBIT INDEXCode of Conduct and EthicsCertification of Principal Executive OfficerCertification of Principal Financial OfficerCertification of Principal Executive OfficerCertification of Principal Financial Officer




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FORWARD LOOKING STATEMENTS
    
    
    The suitability of our ethanol plant site, availability of required infrastructure
and construction of the plant;
    
    Competition and technological developments in the ethanol industry and the energy
market generally;
    
    Economic, competitive and business conditions in our local and regional markets and
in the national and international marketplace;
    
    The availability and continuance of environmental and other permits, licenses and
incentives;
    
    The impact of or changes in laws or regulations relating to the biodiesel or energy
industry, environmental matters and taxation;
    
    Our ability to generate cash flow to meet our operating needs, repay indebtedness
and make distributions to our Unit holders;
    
    The performance of our consultants, contractors and suppliers;
    
    The actions of national, state and local legislative, regulatory and judicial bodies
and authorities;
    
    Delays or interruptions in the construction or operation of the plant due to
inadequate financing, design or material failures, environmental issues, lack of raw
materials, transportation blockages, weather and other factors;
    
    The necessity to modify or upgrade the plant, expand or curtail our operations,
obtain additional capital or change our business strategy; and
    
    Other factors discussed in Item 1, Description of Business  Risk Factors and
elsewhere in this report.




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PART I
 
 Item 1. DESCRIPTION OF BUSINESS.
 General Overview
      5




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Our board of managers reserves the right to change the location of the site for the plant, in its
sole discretion, for any reason.
 Overview of the Ethanol Industry and Related Products
 Ethanol
  
    
    An octane enhancer in fuels;
    
    An oxygenated fuel additive that can reduce ozone and carbon monoxide vehicle emissions;
and
    
    A non-petroleum based gasoline substitute.
      6




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Distillers Grains
   Carbon Dioxide
   Federal and State Regulation
 Overview
   7




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Governmental Activity
     Ethanol Markets
  8




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Government Incentives
  Renewable Fuels Standard
  9




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Federal Excise Tax Exemption
  Federal Small Ethanol Producer Tax Credit
  Missouri Renewable Fuels Standard
  Missouri Tax Credit Program
  Missouri Enhanced Enterprise Zone Program
  10




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Ethanol Pricing
    
 Sources: Nebraska Corn Growers Association; Chicago Board of Trade
 Distillers Grains Market
   11




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Distillers Dried Grains/Distillers Dried Grains with Solubles
  Distillers Wet Grains/Distillers Modified Wet Grains
   Distillers Grains Pricing
  Carbon Dioxide Products
  12




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The following discussion of our plans for the development, construction and operation of the plant
reflects our current plans and expectations and may be subject to changes as the project progresses
and as circumstances require.
 Description of our Ethanol Plant
 General
     The Dry Mill Process
   13




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Source: Renewable Fuels Association
   Enzyme Improvements
   Fermentable Starch
  14




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Co-Products
     
 Source: University of Missouri, University Outreach and Extension
 By-Products
  Corn Feedstock Supplies
  15




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Production
    
    
    Percent ofRank
    
    State
    
    (bushels)
    
    
    U.S. Total1
    
    Iowa
    
    
    2,050,100,000
    
    
    
    19.5
    %2
    
    Illinois
    
    
    1,817,450,000
    
    
    
    17.3
    %3
    
    Nebraska
    
    
    1,178,000,000
    
    
    
    11.2
    %4
    
    Minnesota
    
    
    1,102,850,000
    
    
    
    10.5
    %5
    
    Indiana
    
    
    844,660,000
    
    
    
    8.0
    %6
    
    Ohio
    
    
    470,640,000
    
    
    
    4.5
    %7
    
    Wisconsin
    
    
    400,400,000
    
    
    
    3.8
    %8
    
    Missouri
    
    
    362,940,000
    
    
    
    3.4
    %9
    
    Kansas
    
    
    345,000,000
    
    
    
    3.3
    %10
    
    South Dakota
    
    
    312,340,000
    
    
    
    3.0
    %U.S. Total
    
    
    10,534,868,000
    
    
    
    100.0
    %
 
 Source: U.S. Department of Agriculture
    2001
    
    
    2002
    
    
    2003
    
    
    2004
    
    
    2005
    
    
    2006
    
    
    2007Missouri:Acres planted
    
    
    2,700,000
    
    
    
    2,800,000
    
    
    
    2,900,000
    
    
    
    2,950,000
    
    
    
    3,100,000
    
    
    
    2,700,000
    
    
    
    3,400,000Acres harvested
    
    
    2,600,000
    
    
    
    2,700,000
    
    
    
    2,800,000
    
    
    
    2,880,000
    
    
    
    2,970,000
    
    
    
    2,630,000
    
    
    
    3,250,000Yield (bushels per acre)
    
    
    133
    
    
    
    105
    
    
    
    108
    
    
    
    162
    
    
    
    111
    
    
    
    138
    
    
    
    140Production (bushels)
    
    
    345,800,000
    
    
    
    283,500,000
    
    
    
    302,400,000
    
    
    
    466,560,000
    
    
    
    329,670,000
    
    
    
    362,940,000
    
    
    
    455,000,000Kansas:Acres planted
    
    
    3,450,000
    
    
    
    3,250,000
    
    
    
    2,900,000
    
    
    
    3,100,000
    
    
    
    3,650,000
    
    
    
    3,350,000
    
    
    
    3,900,000Acres harvested
    
    
    3,050,000
    
    
    
    2,600,000
    
    
    
    2,500,000
    
    
    
    2,880,000
    
    
    
    3,450,000
    
    
    
    3,000,000
    
    
    
    3,600,000
 16




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2001
    
    
    2002
    
    
    2003
    
    
    2004
    
    
    2005
    
    
    2006
    
    
    2007Yield (bushels per acre)
    
    
    127
    
    
    
    116
    
    
    
    120
    
    
    
    150
    
    
    
    135
    
    
    
    115
    
    
    
    139Production (bushels)
    
    
    387,350,000
    
    
    
    301,600,000
    
    
    
    300,000,000
    
    
    
    432,000,000
    
    
    
    465,000,000
    
    
    
    345,000,000
    
    
    
    500,400,000Total Combined
Production
    
    
    733,150,000
    
    
    
    585,100,000
    
    
    
    602,400,000
    
    
    
    898,560,000
    
    
    
    794,670,000
    
    
    
    707,940,000
    
    
    
    966,400,000
 
 Source: U.S. Department of Agriculture
    County
    
    2001
    
    
    2002
    
    
    2003
    
    
    2004
    
    
    2005
    
    
    2006Missouri:Barton
    
    
    3,761,000
    
    
    
    3,010,000
    
    
    
    3,785,000
    
    
    
    5,354,000
    
    
    
    4,498,000
    
    
    
    5,703,000Bates
    
    
    4,948,000
    
    
    
    3,733,000
    
    
    
    3,203,000
    
    
    
    6,173,000
    
    
    
    5,740,000
    
    
    
    4,615,000Cass
    
    
    3,070,000
    
    
    
    2,785,000
    
    
    
    1,988,000
    
    
    
    3,585,000
    
    
    
    3,357,000
    
    
    
    3,152,000Cedar
    
    
    207,000
    
    
    
    154,000
    
    
    
    187,000
    
    
    
    223,000
    
    
    
    169,000
    
    
    
    209,000Dade
    
    
    659,000
    
    
    
    793,000
    
    
    
    834,000
    
    
    
    1,643,000
    
    
    
    832,000
    
    
    
    1,256,000Henry
    
    
    2,044,000
    
    
    
    1,643,000
    
    
    
    898,000
    
    
    
    2,345,000
    
    
    
    2,294,000
    
    
    
    1,642,000Jasper
    
    
    1,592,000
    
    
    
    1,354,000
    
    
    
    1,867,000
    
    
    
    2,919,000
    
    
    
    1,743,000
    
    
    
    2,412,000St. Clair
    
    
    897,000
    
    
    
    741,000
    
    
    
    497,000
    
    
    
    1,102,000
    
    
    
    962,000
    
    
    
    996,000Vernon
    
    
    4,186,000
    
    
    
    3,353,000
    
    
    
    3,205,000
    
    
    
    5,954,000
    
    
    
    5,513,000
    
    
    
    4,814,000Kansas:Allen
    
    
    1,539,000
    
    
    
    1,577,000
    
    
    
    1,728,000
    
    
    
    2,656,000
    
    
    
    2,640,000
    
    
    
    2,108,000Anderson
    
    
    2,540,000
    
    
    
    2,294,000
    
    
    
    2,154,000
    
    
    
    3,939,000
    
    
    
    4,132,000
    
    
    
    3,010,000Bourbon
    
    
    666,000
    
    
    
    602,000
    
    
    
    572,000
    
    
    
    791,000
    
    
    
    972,000
    
    
    
    667,000Cherokee
    
    
    2,030,000
    
    
    
    2,761,000
    
    
    
    2,977,000
    
    
    
    4,139,000
    
    
    
    5,517,000
    
    
    
    4,527,000Crawford
    
    
    2,419,000
    
    
    
    2,827,000
    
    
    
    1,877,000
    
    
    
    4,099,000
    
    
    
    4,655,000
    
    
    
    3,359,000Labette
    
    
    721,000
    
    
    
    1,387,000
    
    
    
    1,678,000
    
    
    
    2,725,000
    
    
    
    3,360,000
    
    
    
    2,407,000Linn
    
    
    1,008,000
    
    
    
    863,000
    
    
    
    737,000
    
    
    
    1,354,000
    
    
    
    1,092,000
    
    
    
    735,000Miami
    
    
    1,521,000
    
    
    
    1,226,000
    
    
    
    1,004,000
    
    
    
    1,901,000
    
    
    
    1,948,000
    
    
    
    1,406,000Neosho
    
    
    1,472,000
    
    
    
    1,794,000
    
    
    
    2,030,000
    
    
    
    2,687,000
    
    
    
    3,088,000
    
    
    
    1,930,000Total Combined
Production
    
    
    35,280,000
    
    
    
    32,897,000
    
    
    
    31,221,000
    
    
    
    53,589,000
    
    
    
    52,512,000
    
    
    
    44,948,000
 
 Source: U.S. Department of Agriculture
  17




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Source: Chicago Board of Trade
   18




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Source: U.S. Department of Agriculture, Agricultural Marketing Service.
   Monthly Average CornPrice ($/Bushel)
    
    AnnualYear
    
    Minimum
    
    Maximum
    
    Average1996
    
    $2.87
    
    $4.97
    
    $4.011997
    
    $2.51
    
    $2.89
    
    $2.651998
    
    $1.68
    
    $2.70
    
    $2.321999
    
    $1.74
    
    $2.29
    
    $2.072000
    
    $1.45
    
    $2.35
    
    $2.022001
    
    $1.85
    
    $2.36
    
    $2.012002
    
    $2.04
    
    $2.62
    
    $2.292003
    
    $2.18
    
    $2.65
    
    $2.422004
    
    $1.95
    
    $3.19
    
    $2.572005
    
    $1.82
    
    $2.35
    
    $2.102006
    
    $2.16
    
    $3.70
    
    $2.542007 (through August 16)
    
    $3.16
    
    $4.42
    
    $3.81Combined Average
    
    $2.12
    
    $3.04
    
    $2.57
 
 Source:
    
    U.S. Department of Agriculture, Agricultural Marketing Service.   19




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Risk Management
    Transportation and Delivery
   20




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21




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Utilities
  Natural Gas
     22




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##### Table of Contents



Source: U.S. Department of Energy; *2007 average based on prices from January  August 2007
   Electricity
    23




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Water
     Wastewater and Stormwater Treatment and Disposal
  Site Infrastructure and Improvements
  Roadway Improvements
  24




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##### Table of Contents



Rail Access
   Site Grading and Phase I Dirt Work
  Marketing
   Competition
 Producers of Ethanol
  25




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UnderConstruction /Current
    
    ExpansionsCompany
    
    Location
    
    Feedstock
    
    Capacity (mmgy)
    
    (mmgy)Abengoa Bioenergy Corp.
    
    York, NE
    
    Corn/milo
    
    
    55
    
    
    
    
    
    Colwich, KS
    
    
    
    
    
    
    25
    
    
    
    
    
    Portales, NM
    
    
    
    
    
    
    30
    
    
    
    
    
    Ravenna, NE
    
    
    
    
    
    
    88
    
    
    
    Aberdeen Energy*
    
    Mina, SD
    
    Corn
    
    
    
    
    
    
    100Absolute Energy, LLC*
    
    St. Ansgar, IA
    
    Corn
    
    
    
    
    
    
    100ACE Ethanol, LLC
    
    Stanley, WI
    
    Corn
    
    
    41
    
    
    
    Adkins Energy, LLC*
    
    Lena, IL
    
    Corn
    
    
    40
    
    
    
    Advanced Bioenergy
    
    Fairmont, NE
    
    Corn
    
    
    
    
    
    
    100AGP*
    
    Hastings, NE
    
    Corn
    
    
    52
    
    
    
    Agri-Energy, LLC*
    
    Luverne, MN
    
    Corn
    
    
    21
    
    
    
    Al-Corn Clean Fuel*
    
    Claremont, MN
    
    Corn
    
    
    35
    
    
    
    15
 26




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##### Table of Contents



UnderConstruction /Current
    
    ExpansionsCompany
    
    Location
    
    Feedstock
    
    Capacity (mmgy)
    
    (mmgy)Amaizing Energy, LLC*
    
    Denison, IA
    
    Corn
    
    
    40
    
    
    
    Archer Daniels Midland
    
    Decatur, IL
    
    Corn
    
    
    1,070
    **
    
    
    550
    **
    
    Cedar Rapids, IA
    
    Corn
    
    
    
    
    
    
    
    
    Clinton, IA
    
    Corn
    
    
    
    
    
    
    
    
    Columbus, NE
    
    Corn
    
    
    
    
    
    
    
    
    Marshall, MN
    
    Corn
    
    
    
    
    
    
    
    
    Peoria, IL
    
    Corn
    
    
    
    
    
    
    
    
    Wallhalla, ND
    
    Corn/barley
    
    
    
    
    
    
    Arkalon Energy, LLC
    
    Liberal, KS
    
    Corn
    
    
    
    
    
    
    110Aventine Renewable
Energy, LLC
    
    Pekin, IL
    
    Corn
    
    
    207
    
    
    
    226
    
    Aurora, NE
    
    Corn
    
    
    
    
    
    
    
    
    Mt. Vernon, IN
    
    Corn
    
    
    
    
    
    
    Badger State Ethanol, LLC*
    
    Monroe, WI
    
    Corn
    
    
    48
    
    
    
    Big River Resources, LLC*
    
    West Burlington, IA
    
    Corn
    
    
    52
    
    
    
    BioFuel Energy  Pioneer
Trail Energy, LLC
    
    Wood River, NE
    
    Corn
    
    
    
    
    
    
    115BioFuel Energy  Buffal
Lake Energy, LLC
    
    Fairmont, MN
    
    Corn
    
    
    
    
    
    
    115Blue Flint Ethanol
    
    Underwood, ND
    
    Corn
    
    
    50
    
    
    
    Bonanza Energy, LLC
    
    Garden City, KS
    
    Corn/milo
    
    
    
    
    
    
    55Bushmills Ethanol, Inc.*
    
    Atwater, MN
    
    Corn
    
    
    40
    
    
    
    Cardinal Ethanol
    
    Harrisville, IN
    
    Corn
    
    
    
    
    
    
    100Cargill, Inc.
    
    Blair, NE
    
    Corn
    
    
    85
    
    
    
    
    
    Eddyville, IA
    
    Corn
    
    
    35
    
    
    
    Cascade Grain
    
    Clatskanie, OR
    
    Corn
    
    
    
    
    
    
    108CassCo Amaizing Energy,
LLC
    
    Atlantic, IA
    
    Corn
    
    
    
    
    
    
    110Castle Rock Renewable
Fuels, LLC
    
    Necedah, WI
    
    Corn
    
    
    
    
    
    
    50Celunol
    
    Jennings, LA
    
    Sugar cane bagasse
    
    
    
    
    
    
    1.5Center Ethanol Company
    
    Sauget, IL
    
    Corn
    
    
    
    
    
    
    54Central Indiana Ethanol,
LLC
    
    Marion, IN
    
    Corn
    
    
    40
    
    
    
    Central Illinois Energy,
LLC
    
    Canton, IL
    
    Corn
    
    
    
    
    
    
    37Central MN Ethanol Coop*
    
    Little Falls, MN
    
    Corn
    
    
    21.5
    
    
    
    Chief Ethanol
    
    Hastings, NE
    
    Corn
    
    
    62
    
    
    
    Chippewa Valley Ethanol
Co.*
    
    Benson, MN
    
    Corn
    
    
    45
    
    
    
    Cilion Ethanol
    
    Keyes, CA
    
    Corn
    
    
    50Commonwealth Agri-Energy,
LLC*
    
    Hopkinsville, KY
    
    Corn
    
    
    33
    
    
    
    Corn, LP*
    
    Goldfield, IA
    
    Corn
    
    
    50
    
    
    
    
 27




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UnderConstruction /Current
    
    ExpansionsCompany
    
    Location
    
    Feedstock
    
    Capacity (mmgy)
    
    (mmgy)Cornhusker Energy
Lexington, LLC
    
    Lexington, NE
    
    Corn
    
    
    40
    
    
    
    Corn Plus, LLP*
    
    Winnebago, MN
    
    Corn
    
    
    44
    
    
    
    Coshocton Ethanol, LLC
    
    Coshocton, OH
    
    Corn
    
    
    
    
    
    
    60Dakota Ethanol, LLC*
    
    Wentworth, SD
    
    Corn
    
    
    50
    
    
    
    DENCO, LLC*
    
    Morris, MN
    
    Corn
    
    
    21.5
    
    
    
    E Energy Adams, LLC
    
    Adams, NE
    
    Corn
    
    
    
    
    
    
    50E3 Biofuels
    
    Mead, NE
    
    Corn
    
    
    24
    
    
    
    E Caruso (Goodland Energy
Center)
    
    Goodland, KS
    
    Corn
    
    
    
    
    
    
    20East Kansas Agri-Energy,
LLC*
    
    Garnett, KS
    
    Corn
    
    
    35
    
    
    
    Elkhorn Valley Ethanol,
LLC
    
    Norfolk, NE
    
    Corn
    
    
    40
    
    
    
    ESE Alcohol Inc.
    
    Leoti, KS
    
    Seed corn
    
    
    1.5
    
    
    
    Ethanol Grain Processors,
LLC
    
    Obion, TN
    
    Corn
    
    
    
    
    
    
    100First United Ethanol, LLC
(FUEL)
    
    Mitchell Co., GA
    
    Corn
    
    
    
    
    
    
    100Front Range Energy, LLC
    
    Windsor, CO
    
    Corn
    
    
    40
    
    
    
    Gateway Ethanol
    
    Pratt, KS
    
    Corn
    
    
    
    
    
    
    55Glacial Lakes Energy, LLC*
    
    Watertown, SD
    
    Corn
    
    
    50
    
    
    
    50Global Ethanol/Midwest
Grain Processors
    
    Lakota, IA
    
    Corn
    
    
    95
    
    
    
    
    
    Riga, MI
    
    Corn
    
    
    57
    
    
    
    Golden Cheese Company of
California*
    
    Corona, CA
    
    Cheese whey
    
    
    5
    
    
    
    Golden Grain Energy, LLC*
    
    Mason City, IA
    
    Corn
    
    
    110
    
    
    
    50Golden Triangle Energy,
LLC*
    
    Craig, MO
    
    Corn
    
    
    20
    
    
    
    Grand River Distribution
    
    Cambria, WI
    
    Corn
    
    
    
    
    
    
    40Grain Processing Corp.
    
    Muscatine, IA
    
    Corn
    
    
    20
    
    
    
    Granite Falls Energy, LLC
    
    Granite Falls, MN
    
    Corn
    
    
    52
    
    
    
    Greater Ohio Ethanol, LLC
    
    Lima, OH
    
    Corn
    
    
    
    
    
    
    54Green Plains Renewable
Energy
    
    Shenandoah, IA
    
    Corn
    
    
    50
    
    
    
    
    
    Superior, IA
    
    Corn
    
    
    
    
    
    
    50Hawkeye Renewables, LLC
    
    Iowa Falls, IA
    
    Corn
    
    
    105
    
    
    
    
    
    Fairbank, IA
    
    Corn
    
    
    115
    
    
    
    
    
    Menlo, IA
    
    Corn
    
    
    
    
    
    
    100
    
    Shell Rock, IA
    
    Corn
    
    
    
    
    
    
    110Heartland Corn Products*
    
    Winthrop, MN
    
    Corn
    
    
    100
    
    
    
    Heartland Grain Fuels, LP*
    
    Aberdeen, SD
    
    Corn
    
    
    9
    
    
    
    
    
    Huron, SD
    
    Corn
    
    
    12
    
    
    
    18
 28




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UnderConstruction /Current
    
    ExpansionsCompany
    
    Location
    
    Feedstock
    
    Capacity (mmgy)
    
    (mmgy)Heron Lake BioEnergy, LLC
    
    Heron Lake, MN
    
    Corn
    
    
    
    
    
    
    50Holt County Ethanol
    
    ONeill, NE
    
    Corn
    
    
    
    
    
    
    100Husker Ag, LLC*
    
    Plainview, NE
    
    Corn
    
    
    26.5
    
    
    
    Idaho Ethanol Processing
    
    Caldwell, ID
    
    Potato Waste
    
    
    4
    
    
    
    Illinois River Energy, LLC
    
    Rochelle, IL
    
    Corn
    
    
    50
    
    
    
    Indiana Bio-Energy
    
    Bluffton, IN
    
    Corn
    
    
    
    
    
    
    101Iroquois Bio-Energy
Company, LLC
    
    Rensselaer, IN
    
    Corn
    
    
    40
    
    
    
    KAAPA Ethanol, LLC*
    
    Minden, NE
    
    Corn
    
    
    40
    
    
    
    Kansas Ethanol, LLC
    
    Lyons, KS
    
    Corn
    
    
    
    
    
    
    55Land O Lakes*
    
    Melrose, MN
    
    Cheese whey
    
    
    2.6
    
    
    
    Levelland/Hockley County
Ethanol, LLC
    
    Levelland, TX
    
    Corn
    
    
    
    
    
    
    40Lifeline Foods, LLC
    
    St. Joseph, MO
    
    Corn
    
    
    40
    
    
    
    Lincolnland Agri-Energy,
LLC*
    
    Palestine, IL
    
    Corn
    
    
    48
    
    
    
    Lincolnway Energy, LLC*
    
    Nevada, IA
    
    Corn
    
    
    50
    
    
    
    Little Sioux Corn
Processors, LP*
    
    Marcus, IA
    
    Corn
    
    
    52
    
    
    
    Marquis Energy, LLC
    
    Hennepin, IL
    
    Corn
    
    
    
    
    
    
    100Marysville Ethanol, LLC
    
    Marysville, MI
    
    Corn
    
    
    
    
    
    
    50Merrick & Company
    
    Golden, CO
    
    Waste beer
    
    
    3
    
    
    
    MGP Ingredients, Inc.
    
    Pekin, IL
    
    Corn/wheat starch
    
    
    78
    
    
    
    
    
    Atchison, KS
    
    
    
    
    
    
    
    
    
    
    Mid America Agri
Products/Wheatland
    
    Madrid, NE
    
    Corn
    
    
    
    
    
    
    44Mid-Missouri Energy, Inc.*
    
    Malta Bend, MO
    
    Corn
    
    
    45
    
    
    
    Midwest Renewable Energy,
LLC
    
    Sutherland, NE
    
    Corn
    
    
    25
    
    
    
    Millenium Ethanol
    
    Marion, SD
    
    Corn
    
    
    
    
    
    
    100Minnesota Energy*
    
    Buffalo Lake, MN
    
    Corn
    
    
    18
    
    
    
    NEDAK Ethanol
    
    Atkinson, NE
    
    Corn
    
    
    
    
    
    
    44New Energy Corp.
    
    South Bend, IN
    
    Corn
    
    
    102
    
    
    
    North Country Ethanol,
LLC*
    
    Rosholt, SD
    
    Corn
    
    
    20
    
    
    
    Northeast Biofuels
    
    Volney, NY
    
    Corn
    
    
    
    
    
    
    114Northwest Renewable, LLC
    
    Longview, WA
    
    Corn
    
    
    
    
    
    
    55Otter Tail Ag Enterprises
    
    Fergus Falls, MN
    
    Corn
    
    
    
    
    
    
    57.5Pacific Ethanol
    
    Madera, CA
    
    Corn
    
    
    35
    
    
    
    
    
    Boardman, OR
    
    Corn
    
    
    35
    
    
    
    
    
    Burley, ID
    
    Corn
    
    
    
    
    
    
    50
    
    Stockton, CA
    
    Corn
    
    
    
    
    
    
    50
 29




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UnderConstruction /Current
    
    ExpansionsCompany
    
    Location
    
    Feedstock
    
    Capacity (mmgy)
    
    (mmgy)
    
    Imperial, CA
    
    Corn
    
    
    
    
    
    
    50Panda Energy
    
    Hereford, TX
    
    Corn/milo
    
    
    
    
    
    
    115Parallel Products
    
    Louisville, KY
    
    Beverage waste
    
    
    5.4
    
    
    
    
    
    R. Cucamonga, CA
    
    
    
    
    
    
    
    
    
    
    Patriot Renewable Fuels,
LLC
    
    Annawan, IL
    
    Corn
    
    
    
    
    
    
    100Penford Products
    
    Cedar Rapids, IA
    
    Corn
    
    
    
    
    
    
    45Permeate Refining
    
    Hopkinton, IA
    
    Sugars & starches
    
    
    1.5
    
    
    
    Phoenix Biofuels
    
    Goshen, CA
    
    Corn
    
    
    25
    
    
    
    Pinal Energy, LLC
    
    Maricopa, AZ
    
    Corn
    
    
    55
    
    
    
    Pine Lake Corn
Processors, LLC*
    
    Steamboat Rock, IA
    
    Corn
    
    
    20
    
    
    
    Plainview BioEnergy, LLC
    
    Plainview, TX
    
    Corn
    
    
    
    
    
    
    100Platinum Ethanol, LLC
    
    Arthur, IA
    
    Corn
    
    
    
    
    
    
    110Plymouth Ethanol, LLC
    
    Merrill, IA
    
    Corn
    
    
    
    
    
    
    50POET
    
    Sioux Falls, SD
    
    
    
    
    
    
    1,110
    
    
    
    375Alexandria, IN
    
    CornAshton, IA
    
    CornBig Stone, SD
    
    CornBingham Lake, MN
    
    CornCaro, MI
    
    CornChancellor, SD
    
    CornCoon Rapids, IA
    
    CornCorning, IA
    
    CornEmmetsburg, IA
    
    CornFostoria, OH
    
    CornGlenville, MN
    
    CornGowrie, IA
    
    CornGroton, SD
    
    CornHanlontown, IA
    
    CornHudson, SD
    
    CornJewell, IA
    
    CornLaddonia, MO
    
    CornLake Crystal, MN
    
    CornLeipsic, OH
    
    CornMacon, MO
    
    CornMarion, OH
    
    CornMitchell, SD
    
    CornNorth Manchester
    
    CornPortland, IN
    
    CornPreston, MN
    
    CornScotland, SD
    
    Corn
 30




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UnderConstruction /Current
    
    ExpansionsCompany
    
    Location
    
    Feedstock
    
    Capacity (mmgy)
    
    (mmgy)Prairie Horizon
Agri-Energy, LLC
    
    Phillipsburg, KS
    
    Corn
    
    
    40
    
    
    
    Quad-County Corn
Processors*
    
    Galva, IA
    
    Corn
    
    
    27
    
    
    
    Red Trail Energy, LLC
    
    Richardton, ND
    
    Corn
    
    
    50
    
    
    
    Redfield Energy, LLC*
    
    Redfield, SD
    
    Corn
    
    
    50
    
    
    
    Reeve Agri-Energy
    
    Garden City, KS
    
    Corn/milo
    
    
    12
    
    
    
    Renew Energy
    
    Jefferson Junction, WI
    
    Corn
    
    
    
    
    
    
    130Renova Energy
    
    Torrington, WY
    
    Corn
    
    
    5
    
    
    
    
    
    Hyaburn, ID
    
    Corn
    
    
    
    
    
    
    20Siouxland Energy &
Livestock Coop*
    
    Sioux Center, IA
    
    Corn
    
    
    25
    
    
    
    35Siouxland Ethanol, LLC
    
    Jackson, NE
    
    Corn
    
    
    50
    
    
    
    Southwest Iowa Renewable
Energy, LLC*
    
    Council Bluffs, IA
    
    Corn
    
    
    
    
    
    
    110Sterling Ethanol, LLC
    
    Sterling, CO
    
    Corn
    
    
    42
    
    
    
    Tate & Lyle
    
    Loudon, TN
    
    Corn
    
    
    67
    
    
    
    38
    
    Ft. Dodge, IA
    
    Corn
    
    
    
    
    
    
    105The Andersons Albion
Ethanol LLC
    
    Albion, MI
    
    Corn
    
    
    55
    
    
    
    The Andersons Clymers
Ethanol LLC
    
    Clymers, IN
    
    Corn
    
    
    110
    
    
    
    The Andersons Marathon
Ethanol, LLC
    
    Greenville, OH
    
    Corn
    
    
    
    
    
    
    110Tharaldson Ethanol
    
    Casselton, ND
    
    Corn
    
    
    
    
    
    
    110Trenton Agri Products, LLC
    
    Trenton, NE
    
    Corn
    
    
    40
    
    
    
    United Ethanol
    
    Milton, WI
    
    Corn
    
    
    52
    
    
    
    United WI Grain
Producers, LLC*
    
    Friesland, WI
    
    Corn
    
    
    49
    
    
    
    US BioEnergy Corporation
    
    Albert City, IA
    
    Corn
    
    
    300
    
    
    
    400
    
    Dyersville, IA
    
    Corn
    
    
    
    
    
    
    
    
    Woodbury, MI
    
    Corn
    
    
    
    
    
    
    
    
    Janesville, MN
    
    Corn
    
    
    
    
    
    
    
    
    Hankinson, ND
    
    Corn
    
    
    
    
    
    
    
    
    Ord, NE
    
    Corn
    
    
    
    
    
    
    
    
    Central City, NE
    
    Corn
    
    
    
    
    
    
    
    
    Marion, SD
    
    Corn
    
    
    
    
    
    
    U.S. Energy Partners, LLC
(White Energy)
    
    Russell, KS
    
    Milo/wheat starch
    
    
    48
    
    
    
    Utica Energy, LLC
    
    Oshkosh, WI
    
    Corn
    
    
    48
    
    
    
    VeraSun Energy Corporation
    
    Aurora, SD
    
    Corn
    
    
    560
    
    
    
    330
    
    Charles City, IA
    
    Corn
    
    
    
    
    
    
    Linden, IN
    
    Corn
    
    
    
    
    
    
    
 31




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UnderConstruction /Current
    
    ExpansionsCompany
    
    Location
    
    Feedstock
    
    Capacity (mmgy)
    
    (mmgy)
    
    Welcome, MN
    
    Corn
    
    
    
    
    
    
    
    
    Hartely, IA
    
    Corn
    
    
    
    
    
    
    Albion, NE
    
    Corn
    
    
    
    
    
    
    Bloomingburg, OH
    
    Corn
    
    
    
    
    
    
    Western New York Energy,
LLC
    
    Shelby NY
    
    Corn
    
    
    
    
    
    
    50Western Plains Energy,
LLC*
    
    Campus, KS
    
    Corn
    
    
    45
    
    
    
    Western Wisconsin
Renewable Energy, LLC*
    
    Boyceville, WI
    
    Corn
    
    
    40
    
    
    
    White Energy
    
    Hereford, TX
    
    Corn/Milo
    
    
    
    
    
    
    100Wind Gap Farms
    
    Baconton, GA
    
    Brewery waste
    
    
    0.4
    
    
    
    Xethanol BioFuels, LLC
    
    Blairstown, IA
    
    Corn
    
    
    5
    
    
    
    35Yuma Ethanol
    
    Yuma, CO
    
    Corn
    
    
    
    
    
    
    40Total Current Capacity (131)
    
    
    
    
    
    
    
    
    7,022.9Total Under Construction
(72) or Expansion (10)
    
    
    
    
    
    
    
    
    
    
    6,451.9Total Capacity
    
    
    
    
    
    
    
    
    13,474.8
 
 *
    
    Locally owned Source: Renewable Fuels Association, October 30, 2007
 International Ethanol Producers
   Producers of Alternative Fuel Additives
   32




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Employees
   Number ofPosition
    
    Full-Time PersonnelGeneral Manager
    
    
    1Plant Manager
    
    
    1Quality Control Manager
    
    
    1Comptroller
    
    
    1Commodity Manager
    
    
    1Administrative Assistant
    
    
    2Microbiologist
    
    
    1Lab Technical
    
    
    2Shift Team Leader
    
    
    4Shift Operator
    
    
    10Yard/Commodities Labor
    
    
    6Maintenance Manager
    
    
    1Maintenance Worker
    
    
    2Welder
    
    
    1Electrician
    
    
    1Instrument Technician
    
    
    1Total
    
    
    36
   33




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##### Table of Contents



Development Services Providers
 Delta-T Corporation
    Engineering, Procurement and Construction Contractor
  
    
    Assist in evaluating, from both a technical and business perspective, the appropriate
location for the plant.
    
    Prepare engineering diagrams and drawings for the site, plant, utilities and process
systems.
    
    Assist us in obtaining permits for the construction of the plant.
    
    Establish final project specifications, contract documents and contract pricing.
    
    Place orders on our behalf for equipment, particularly equipment with lengthy order lead
times.
    
    Assist in presenting information to potential lenders and sources of project development
assistance.
    
    Assist in locating appropriate management for the plant.
    34




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##### Table of Contents



Antioch International, Inc.
  Natural Resource Group, Inc.
  U.S. Energy Services
  BBI International
  35




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Blasdel Cleaver Schwalbe Communications, LLC
  Corn Procurement Company
  Ethanol Marketing Company
   Distillers Grains Marketing Company
  36




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##### Table of Contents



Commodity Risk Management Consultants
  Transportation Services Consultant
  Construction and Timetable for Completion of the Plant
  Environmental and Other Regulatory Matters
    Before Ground Breaking
 
    
    *Air Emission Source Construction Permit
    
    Construction Industrial Stormwater Notice of Intent
    
    Construction Industrial Stormwater Pollution Prevention Plan
    
    Local Zoning/Building Permits and Approvals
    
    State Historical Society Research
    
    Endangered Species Research
    
    Above Ground Storage Tank General Permit Application
 37




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##### Table of Contents




    
    Corps of Engineers Section 404 Permit relating to water discharge to ditch
 Before Operation
 
    
    Industrial Well Permit/Registration
    
    Water Discharge Permit
    
    Hydrostatic Testing Water Discharge Permit
    
    Industrial Stormwater Notice of Intent
    
    Industrial Stormwater Pollution Prevention Plan
    
    Risk Management Plan
    
    Spill Prevention, Control and Countermeasure Plan
    
    Public Water Supply Permit
    
    Permit from the Alcohol and Tobacco Tax and Trade Bureau
    
    County Health Department Septic System Permit
 30 Days After Start-up
 
    
    Conditionally Exempt Small Quantity Generator Qualifications
    
    Tank Notification
 180 Days After Start-up
 
    
    Air Permit to Operate
 Annually After Start-up
 
    
    Annual Emission Report
    
    Tier 2 Reporting
    
    Form R Reporting
 
 *
    
    Permit required as a condition to breaking escrow for our equity offering. Regulatory Permits Generally
    38




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##### Table of Contents



Air Pollution Standards and Permits
       Prevention of Significant Deterioration (PSD)
  39




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##### Table of Contents



National Pollution Discharge Elimination System Permit (NPDES Permit)
   Groundwater Well Permit
   Storm Water Discharge Permit and Storm Water Pollution Prevention Plan
  Spill Prevention, Control and Countermeasures Plan
  Alcohol Fuel Producers Permit
  40




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##### Table of Contents



Risk Management Plan
  Endangered Species
   Nuisance
  Costs of Environmental Compliance
     41




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##### Table of Contents



Risk Factors
 You should carefully read and consider the risks and uncertainties below and the other information
contained in this report. The risks and uncertainties described below are not the only ones we may
face. The following risks, together with additional risks and uncertainties not currently known to
us or that we currently deem immaterial, could impair our financial condition and results of
operation. You could lose all or part of your investment. The risks discussed below also include
forward-looking statements and our actual results may differ substantially from those discussed in
those forward-looking statements. Please refer to the discussion under Forward Looking
Statements.
 Risks Related to Our Financial Plan
 Even if we raise a substantial amount of equity, if we do not secure the debt financing
necessary to construct and operate the plant, we would very likely be unable to proceed with our
project and may be required to modify our financial plan substantially or to liquidate.
    Recent changes in the ethanol industry and debt financing markets have made obtaining debt
financing for ethanol projects more difficult.
 Our debt financing agreements will contain restrictive covenants that will limit distributions
and impose restrictions on our use of working capital, and these restrictions could hinder our
operations and reduce the value of our Units.
 42




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##### Table of Contents




    
    Reducing funds available for operations and distributions because a substantial portion
of our cash flow must be used to service the debt;
    
    Limiting our ability to obtain additional debt financing, enter into lease financing
arrangements or place liens on our assets;
    
    Making us vulnerable to increases in prevailing interest rates;
    
    Placing us at a competitive disadvantage because we may be substantially more leveraged
than some of our competitors;
    
    Limiting our ability to make capital expenditures or investments in excess of prescribed
amounts;
    
    Subjecting all or substantially all of our assets to liens, with the result that there
may be virtually no assets left for Unit holders in the event of a liquidation;
    
    Limiting our ability to adjust to changing market conditions, which could make us more
vulnerable to a downturn in the general economic conditions of our business;
    
    Limiting our ability to make distributions to our Unit holders, even for the purpose of
covering tax liabilities, or to redeem or repurchase Units; and
    
    Restricting our freedom to merge or consolidate with or to sell our assets to another
company or entity.
  Significant increases in the cost of the plant may require us to obtain additional debt
financing, which may be difficult and expensive to obtain, or may not be available at all.
 Risks Related to us as a Development-Stage Company
 We are a recently formed company, have no operating history or experience operating an ethanol
plant and may have difficulties successfully completing and operating the plant.
 Our managers and officers have very limited experience in the ethanol industry or in managing
a public company, which increases the risk that we will be unable to manage our development and
operate successfully.
 43




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We will depend on key service providers for assistance and expertise in beginning operations
and any failure or loss of these relationships could delay our operations, increase our expenses
and hinder our success.
 There are several agreements and relationships that remain to be negotiated, executed and
implemented which will have a critical impact on our operations, expenses and profitability.
 We have incurred losses since we were organized and may never operate profitably.
 Risks Related to Construction of the Plant
 Although we will rely on our EPC contractor to design and build the plant, we currently have
no binding agreement with any EPC contractor and if we are unable to finalize an agreement with an
EPC contractor or if our EPC contractor fails to complete the plant to operate at design capacity,
we could be forced to terminate and liquidate our business.
 44




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The cost of construction for our ethanol plant could increase and, if an increase occurs, our
reserves may be depleted and the additional debt or equity capital that may be required could delay
and diminish our profitability and decrease the value of our Units.
 Delays due to, among others, weather, labor or material shortages, permitting or zoning
delays, or opposition from local groups, may hinder our ability to timely commence operations and
service our debt.
 Defects in the construction or performance of the plant could result in a reduction in our
revenues and profitability and in the value of our Units.
 45




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Acquisition of a plant site may be delayed for environmental or other reasons, resulting in
delays or interruptions in site acquisition or plant construction and additional costs, which may
delay our ability to generate revenues and reduce the value of our Units.
 You will have no role in the selection of an alternative site for the plant in the event that
we decide our Nevada site is not the best location for the plant.
 Any delay in or increased costs for rail access could delay the construction and operation of
the plant, reducing our profitability and the value of our Units.
 We may require improved road access to the plant, which will depend on action by local
authorities and may require significant expense for us.
 Risks Related to Our Operations and Market
 Our business will not be diversified, because we will be primarily dependent upon one product.
 46




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Our financial results will greatly depend on prices for our supplies of corn and market prices
for the ethanol and distillers grains that we produce, and changes in those prices will impact the
value of your Units.
 Our operating costs could be higher than we expect, and this could reduce our income and any
distributions we may make.
 The ethanol and fuel additives industries are very competitive.
 As more ethanol plants are built, ethanol and distillers grains production will increase and,
if demand does not sufficiently increase, this could result in lower prices for ethanol and
distillers grains, which will decrease the amount of revenue we may generate .
 Ethanol imported from Caribbean Basin countries, Brazil and other areas may become a
significant competitive factor in the United States, which could affect our profitability and
reduce the value of your Units.
 47




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Technological advances and changes in production methods in the ethanol industry could render
the plant obsolete and adversely affect our ability to compete and the value of your investment.
  The development of alternative fuels, oxygenates and energy sources may reduce the demand for
ethanol, resulting in a reduction in our profitability and the value of your Units.
 Consumer perceptions of ethanol and other fuels may have a negative impact on the
acceptability of ethanol in the market, reducing our revenues and the value of your Units.
 The price of distillers grains is affected by the price of other commodity products, such as
soybeans and corn, and decreases in the price of these commodities could decrease the price of
distillers grains, which will decrease the amount of revenue we generate.
 48




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If we do not recover and market the carbon dioxide we produce, we may be subject to future
prohibitions and expense.
 Corn prices will fluctuate and could increase significantly in the future, which will increase
our operating costs and adversely affect our operating results.
 We will not have marketing agreements with our members to assure us a source for corn and
protect us from corn price fluctuations.
 Hedging transactions could significantly increase our operating costs if we incorrectly
estimate our corn requirements and are not able to use all of the corn subject to our futures
contracts.
 We must obtain access to a significant supply of natural gas for the plant. Any interruption
in our natural gas supply may force us to halt operations and significant increases in the price of
natural gas may increase our costs of operation, thereby harming our profitability.
 49




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##### Table of Contents



The plant will require substantial amounts of electricity, which we will depend on independent
utilities to provide.
 Our operations will depend on the availability of water and waste water discharge facilities.
 If we are unable to obtain the services of third-party marketers, or we subsequently lose
those services, we will not be able to sell the ethanol and distillers grains that we produce.
 Competition for qualified personnel in the ethanol industry is intense and we may not be able
to hire and retain qualified managers, engineers and operators to operate the plant efficiently.
 Risks Related to Regulation and Governmental Action
 Compliance with new and existing environmental laws and regulations could significantly
increase our construction and start-up costs, and force us to delay or halt construction or
operation.
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We will be subject to federal and state laws and regulations regarding occupational safety;
these regulations will increase our operating costs.
 Our business is subject to extensive and potentially costly environmental regulations that
could change and significantly increase our operating costs.
  The use and demand for ethanol is affected by various environmental regulations and
governmental programs that could change, causing demand or governmental support for ethanol to
decline.
  51




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Risks Related to the Units
 The Units to be issued in this offering have no public market and no public market is expected
to develop.
 Our Units may be subject to dilution in value.
 There are significant restrictions on the transfer of our Units.
 There is no assurance that we will be able to make distributions to our Unit holders, which
means that you could receive little or no return on your investment.
 We may authorize and issue units of new classes that could be superior to or adversely affect
you as a holder of Class A Units.
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Our Units represent both financial and membership rights, and loss of status as a member would
result in the loss of your voting and other rights and would allow us to redeem your Units.
 Our board of managers has the primary power and responsibility to govern and direct the
management of our business and affairs.
 Voting rights of members are not necessarily equal and are subject to certain limitations.
 The presence of members holding as little as 10 percent of our outstanding Units will
constitute a quorum at meetings of our members, and a majority vote of the Units represented may
generally take action on matters presented.
 You will be bound by actions taken by a majority of our members, and because you have no
dissenters rights and there is no public market for the Units, you could be forced to hold a
substantially changed investment.
 53




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We will have substantial indebtedness and our Units will be subordinate to all of our debts
and liabilities, which increases the risk that you could lose your entire investment.
 We are not required to deliver annual reports or proxy statements to Unit holders, our
managers, officers and significant Unit holders will not be required to file ownership reports, and
our obligation to file reports with the Securities and Exchange Commission will be suspended, all
of which will limit your access to information about us.
 Risks Related to Tax Issues
 EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTORS OWN TAX ADVISOR WITH RESPECT TO THE FEDERAL
AND STATE TAX CONSEQUENCES OF AN INVESTMENT IN THE COMPANY AND IMPACT ON THE INVESTORS TAX
REPORTING OBLIGATIONS AND LIABILITY.
 Tax classification of the Company as a corporation rather than as a partnership would result
in higher taxation and reduced profits, which could reduce the value of your investment.
  54




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You may not be able to fully deduct your share of our losses or your interest expense. e.g.,
 Your tax liability from your share of the Companys taxable income may exceed any cash
distributions you receive, which means that you may have to satisfy this tax liability using your
personal funds.
 You may be subject to federal alternative minimum tax in the early years of our operations.
 Any audit of our tax returns resulting in adjustments could cause the Internal Revenue Service
to audit your tax returns, which could result in additional tax liability and expense to you.
 Risks Related to Conflicts of Interest
 There may be conflicts of interest in our business because we may have relationships with and
may enter into transactions with our managers, officers and affiliates, which could impair an
interested manager or officers ability to act in our best interest.
  55




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Our managers and officers have other business interests that may receive a greater share of
their time and attention than they will devote to us.
 Our consultants and contractors may have financial and other interests that conflict with our
interests, and they may place their interests ahead of ours.
  Risks Related to Our Equity Offering
 We are selling the Units in our equity offering ourselves, without the assistance of an
underwriter, which means that the offering may fail.
 We could encounter difficulties in collecting subscription proceeds represented by promissory
notes.
 
 Item 2. DESCRIPTION OF PROPERTY.
  56




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Our board of managers reserves the right to change the location of the site
for the plant, in its sole discretion, for any reason.
  57




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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 COMMON EQUITY AND RELATED MEMBER MATTERS.
 Market for Our Units
  Recent Sales of Unregistered Securities
  58




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Distribution Policy
   Use of Proceeds
  59




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Purchases of Equity Securities
  
 Item 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
 This report contains forward-looking statements that involve significant risks and
uncertainties. The following discussion, which focuses on our plan of operation through the
commencement of operations of the plant, consists almost entirely of forward-looking information
and statements. Actual events or results may differ materially from those indicated or
anticipated, as discussed in the section entitled Forward Looking Statements. This may occur as
a result of many factors, including those set forth in Item 1, Description of BusinessRisk
Factors. The following discussion of our financial condition and plan of operation should also be
read in conjunction with our financial statements and notes to financial statements contained in
this report.
 Overview
     60




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Plan of Operations Until Plant Start-Up
  (1)
    
    Raising our equity and securing debt capital;(2)
    
    Acquiring and preparing the site;(3)
    
    Completing construction agreements and securing necessary permits;(4)
    
    Constructing the plant;(5)
    
    Arranging and negotiating agreements for the purchase of corn, natural gas and
other needs and for marketing our ethanol and distillers grains; and(6)
    
    Hiring and training management and operating employees.
  Equity and Debt Capital
  Site Acquisition and Development
  61




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Our board of managers reserves the right to change the location of
the site for the plant, in its sole discretion, for any reason.
  Construction Agreements and Permits
  62




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Plant Construction and Start-up of Plant Operations
     63




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Supply and Marketing Agreements
     Management and Operating Employees
  64




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Trends and Uncertainties Impacting the Ethanol Industry and Our Future Operations
 Ethanol, Gasoline and Corn Prices
     Corn Acreage Trends
  65




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Acceptance of Ethanol as a Substitute for Fuel
    Competition from Future Construction
    66




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Air Pollutant Emissions
    67




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Carbon Dioxide as a Pollutant
      Liquidity and Capital Resources
  68




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Operating Expenses
   Fiscal Year-End Financial Results
  Statement of Operations Data:
 From InceptionFiscal Year
    
    Fiscal Year
    
    (September 24, 2003)ended
    
    ended
    
    toAugust 31, 2006
    
    August 31, 2007
    
    August 31, 2007Revenues
    
    $
    0
    
    
    $
    0
    
    
    $
    0Other Income
    
    $
    21,244
    
    
    $
    158,063
    
    
    $
    226,808Expenses
    
    $
    179,566
    
    
    $
    298,028
    
    
    $
    523,244Loss Accumulated during Development Stage
    
    $
    158,322
    
    
    $
    139,965
    
    
    $
    296,436
 Balance Sheet Data:
 August 31, 2007Assets:Current Assets
    
    $
    1,582,460Property and Equipment, net
    
    $
    263,402Other Assets
    
    $
    23,873Total Assets
    
    $
    1,869,735Liabilities and Members/Unit Holders Equity:Current Liabilities
    
    $
    64,127Total Members/Unit Holders Equity
    
    $
    1,805,608Total Liabilities and Members/Unit Holders Equity
    
    $
    1,869,735
  Off-Balance Sheet Arrangements
  Critical Accounting Estimates
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Item 7. FINANCIAL STATEMENTS.
 FINANCIAL STATEMENTS AS OF AUGUST 31, 2007REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    
    72BALANCE SHEET
    
    
    73STATEMENTS OF OPERATIONS
    
    
    74STATEMENTS OF CHANGES IN MEMBERS EQUITY
    
    
    75STATEMENTS OF CASH FLOWS
    
    
    76NOTES TO FINANCIAL STATEMENTS
    
    
    77
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 72




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OZARK ETHANOL, LLC
(A Development Stage Company)
Liberal, Missouri
 
   ASSETSCurrent AssetsCash and cash equivalents
    
    $
    833,736Prepaid project development costs
    
    
    158,134Prepaid insurance
    
    
    27,815Prepaid offering costs
    
    
    562,775Total current assets
    
    
    1,582,460Property, Plant, and EquipmentOffice equipment
    
    
    2,603Construction in progress
    
    
    261,059263,662Deduct accumulated depreciation
    
    
    260Total property, plant, and equipment
    
    
    263,402Other AssetsLand option
    
    
    23,873Total assets
    
    $
    1,869,735LIABILITIES AND MEMBERS EQUITYCurrent LiabilitiesAccounts payable
    
    $
    64,127Total current liabilities
    
    
    64,127Members EquityMembership interest
    
    
    2,102,044Deficit accumulated during the development stage
    
    
    (296,436
    )Total members equity
    
    
    1,805,608Total liabilities and members equity
    
    $
    1,869,735
 
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OZARK ETHANOL, LLC
(A Development Stage Company)
Liberal, Missouri
 
  From September 24,Twelve Months
    
    
    Twelve Months
    
    
    2003 (Beginning ofEnded
    
    
    Ended
    
    
    Inception) toAugust 31,
    
    
    August 31,
    
    
    August 31,2006
    
    
    2007
    
    
    2007Revenue
    
    $
    
    
    
    $
    
    
    
    $
    Operating ExpensesOrganizational expenses
    
    
    2,400
    
    
    
    
    
    
    
    2,400Start-up expenses
    
    
    116,206
    
    
    
    111,824
    
    
    
    228,190Travel expenses
    
    
    7,766
    
    
    
    16,084
    
    
    
    23,850Professional fees
    
    
    53,194
    
    
    
    170,120
    
    
    
    223,314179,566
    
    
    
    298,028
    
    
    
    477,754Other Income (Expense)Grant income
    
    
    21,244
    
    
    
    92,778
    
    
    
    116,033Interest income
    
    
    
    
    
    
    65,285
    
    
    
    65,28521,244
    
    
    
    158,063
    
    
    
    181,318Net income (loss)
    
    $
    (158,322
    )
    
    $
    (139,965
    )
    
    $
    (296,436
    )Basic and DilutedIncome (loss) per unit
    
    $
    (0.663
    )
    
    $
    (0.05
    )Weighted Average UnitsOutstanding basic and
diluted
    
    
    238,770
    
    
    
    2,700,000
 
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OZARK ETHANOL, LLC
(A Development Stage Company)
Liberal, Missouri
 
  DeficitAccumulatedDuring thePer Unit
    
    
    Membership
    
    
    DevelopmentUnits
    
    
    Amount
    
    
    Interest
    
    
    Stage
    
    
    TotalBalance at September 24, 2003
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Units issued, January 29, 2004
    
    
    14,400
    
    
    
    0.25
    
    
    
    3,600
    
    
    
    
    
    
    
    3,600Units issued, February 13, 2004
    
    
    7,200
    
    
    
    0.25
    
    
    
    1,800Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (160
    )
    
    
    (160
    )Balance at August 31, 2004
    
    
    21,600
    
    
    
    0.25
    
    
    $
    5,400
    
    
    $
    (160
    )
    
    $
    5,240Units issued, June 23, 2005
    
    
    2,400
    
    
    
    0.25
    
    
    
    600
    
    
    
    
    
    
    
    600Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,011
    
    
    
    2,011Balance at August 31, 2005
    
    
    24,000
    
    
    
    0.25
    
    
    $
    6,000
    
    
    $
    1,851
    
    
    $
    7,851Units issued, February 28, 2006
    
    
    4,000
    
    
    
    0.25
    
    
    
    1,000
    
    
    
    
    
    
    
    1,000Units issued, April 6, 2006
    
    
    8,000
    
    
    
    0.25
    
    
    
    2,000
    
    
    
    
    
    
    
    2,000Units issued, April 27, 2006
    
    
    4,800
    
    
    
    0.25
    
    
    
    1,200
    
    
    
    
    
    
    
    1,200Units issued, May 11, 2006
    
    
    3,200
    
    
    
    0.25
    
    
    
    800
    
    
    
    
    
    
    
    800Units issued, June 28, 2006
    
    
    396,000
    
    
    
    0.25
    
    
    
    99,000
    
    
    
    
    
    
    
    99,000Unit based compensation to board members (non-cash)
(Notes 1 and 2), June 28, 2006
    
    
    
    
    
    
    
    
    
    
    110,000
    
    
    
    
    
    
    
    110,000Units issued, June 28, 2006
    
    
    730,000
    
    
    
    0.50
    
    
    
    365,000
    
    
    
    
    
    
    
    365,000Units issued, August 31, 2006 (Note 2)
    
    
    1,530,000
    
    
    
    1.00
    
    
    
    1,530,000
    
    
    
    
    
    
    
    1,530,000Costs associated with raising equity
    
    
    
    
    
    
    
    
    
    
    (32,996
    )
    
    
    
    
    
    
    (32,996
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (158,322
    )
    
    
    (158,322
    )Balance at August 31, 2006
    
    
    2,700,000
    
    
    
    0.77
    
    
    
    2,082,004
    
    
    
    (156,471
    )
    
    
    1,925,533Reimbursed costs associated with
raising equity
    
    
    
    
    
    
    
    
    
    
    21,150
    
    
    
    
    
    
    
    21,150Costs associated with raising equity
    
    
    
    
    
    
    
    
    
    
    (1,110
    )
    
    
    
    
    
    
    (1,110
    )Net loss for the twelve months
ended August 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (139,965
    )
    
    
    (139,965
    )Balance at August 31, 2007
    
    
    2,700,000
    
    
    $
    0.77
    
    
    $
    2,102,044
    
    
    $
    (296,436
    )
    
    $
    1,805,608
 
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OZARK ETHANOL, LLC
(A Development Stage Company)
Liberal, Missouri
 
  From September 24,Twelve Months
    
    
    Twelve Months
    
    
    2003 (Beginning ofEnded
    
    
    Ended
    
    
    Inception) toAugust 31,
    
    
    August 31,
    
    
    August 31,2006
    
    
    2007
    
    
    2007Cash Flows from Operating ActivitiesNet income (loss)
    
    $
    (158,322
    )
    
    $
    (139,965
    )
    
    $
    (296,436
    )Adjustments to reconcile net income to net cash
provided by (used in) operating activitiesStock-based compensation
    
    
    110,000
    
    
    
    
    
    
    
    110,000Depreciation
    
    
    
    
    
    
    260
    
    
    
    260(Increase) decrease in:Grant receivable
    
    
    (7,789
    )
    
    
    7,789
    
    
    
    Prepaid expenses and other current assets
    
    
    (6,874
    )
    
    
    (20,941
    )
    
    
    (27,815
    )Prepaid offering costs
    
    
    
    
    
    
    (555,207
    )
    
    
    (555,207
    )Prepaid project development costs
    
    
    (52,500
    )
    
    
    (105,634
    )
    
    
    (158,134
    )Increase (decrease) in:Accounts payable and accrued expenses
    
    
    41,200
    
    
    
    (33,531
    )
    
    
    7,669Net cash (used in) operating activities
    
    
    (74,285
    )
    
    
    (847,229
    )
    
    
    (919,663
    )Cash Flows from Investing ActivitiesPurchase of land option
    
    
    
    
    
    
    (23,873
    )
    
    
    (23,873
    )Purchase of office equipment
    
    
    
    
    
    
    (2,603
    )
    
    
    (2,603
    )(Increase) in construction in progress
    
    
    
    
    
    
    (212,169
    )
    
    
    (212,169
    )Maturity of certificate of deposits
    
    
    
    
    
    
    1,530,409
    
    
    
    1,530,409Purchase of certificate of deposits
    
    
    
    
    
    
    (1,530,409
    )
    
    
    (1,530,409
    )Net cash (used in) investing activities
    
    
    
    
    
    
    (238,645
    )
    
    
    (238,645
    )Cash Flows from Financing ActivitiesProceeds from short-term borrowings
    
    
    
    
    
    
    
    
    
    
    18,000Payments on short-term borrowings
    
    
    
    
    
    
    
    
    
    
    (18,000
    )Issuance of membership units
    
    
    1,999,000
    
    
    
    
    
    
    
    2,005,000Cost of raising equity
    
    
    (4,346
    )
    
    
    (1,110
    )
    
    
    (34,106
    )Reimbursed cost of raising equity
    
    
    
    
    
    
    (7,500
    )
    
    
    21,150Net cash provided by financing
activities
    
    
    1,994,654
    
    
    
    (8,610
    )
    
    
    1,992,044Net increase in cash and cash equivalents
    
    
    1,920,369
    
    
    
    (1,094,484
    )
    
    
    833,736Cash and cash equivalents, Beginning of Period
    
    
    7,851
    
    
    
    1,928,220
    
    
    
    Cash and cash equivalents, End of Period
    
    $
    1,928,220
    
    
    $
    833,736
    
    
    $
    833,736Non Cash Operating and Financing ActivitiesPrepaid offering costs in accounts payable
    
    $
    12,500
    
    
    $
    7,568
    
    
    $
    7,568Construction in progress in accounts payable
    
    
    
    
    
    
    48,890
    
    
    
    48,890Cost of raising capital in accounts payable
    
    
    28,650
    
    
    
    
    
    
    
    
 
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Note 1  Summary of Significant Accounting Policies
 Nature of Business
   Basis of Accounting
  Revenue Recognition
  Prepaid Offering Costs
  Organizational and Start-up Costs
  77




---



##### Table of Contents



Depreciation
  Grants
  Estimates
  Income Taxes
  Cash Equivalents
  Certificates of Deposits in Banks
  Earnings per unit
  78




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Unit Based Compensation
  Note 2  Members Equity
     79




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Note 3  Grant Income
   80




---



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Note 4  Related Party Transactions
     Note 5  Concentration of Credit Risk
  Note 6  Commitments and Contingencies
  81




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##### Table of Contents



Note 7  Income Taxes
  Financial statement basis of assets
    
    $
    1,869,735Plus organizational, start-up costs and
professional fees, Net of tax amortization
    
    
    251,721Tax basis of assets
    
    $
    2,121,456
  Note 8  Subsequent Events
  84




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Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 Item 8A. CONTROLS AND PROCEDURES.
     
 Item 8B. OTHER INFORMATION.
  
 PART III
 
 Item 9. DIRECTORS, EXECUTIVE OFFICERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT
 Board of Managers
    85




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Identification of Managers and Executive Officers
  Name and Address
    
    Age
    
    Position
    
    Board Term ExpiresJim McClendon
    
    74
    
    Manager and Chair
    
    2008P.O. Box 69
Liberal, Missouri 64762Kyle Kirby
    
    44
    
    Manager and Vice Chair
    
    20081352 A N.W. 60th Road
Liberal, Missouri 64762Kerry Rose
    
    43
    
    Manager, President and Chief
    
    2008973 West Concord Road
    
    
    
    Operating OfficerLiberal, Missouri 64672Roger Robins
    
    74
    
    Manager and Secretary
    
    200814805 Linden
Leawood, Kansas 66224Brad Williams
    
    46
    
    Manager and Treasurer
    
    20081127 NW 30th Road
Liberal, Missouri 64762Martin Bunton
    
    55
    
    Manager and Vice President,
    
    20081246 West Missouri Highway K
    
    
    
    Investor/Member RelationsLiberal, Missouri 64762Matt Bunton
    
    49
    
    Manager and Vice President,
    
    2008362 NE 50th Road
    
    
    
    Commodities and RiskLamar, Missouri 64759
    
    
    
    ManagementMike Bunton
    
    49
    
    Manager and Vice President, Site
    
    2008488 NE 1st Lane
    
    
    
    and UtilitiesLamar, Missouri 64759Douglas Meng
    
    65
    
    Manager and Vice President,
    
    2008941 West 33rd Street
    
    
    
    Insurance and LiabilityKansas City, Missouri 65039
 86




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##### Table of Contents



Name and Address
    
    Age
    
    Position
    
    Board Term ExpiresJoe Pace
    
    59
    
    Manager and Vice President,
    
    200827 NE Fifth Road
    
    
    
    Grants and IncentivesLamar, Missouri 64759E. Regar Todd, Jr.
    
    60
    
    Manager and Vice President,
    
    2008Route 1, Box 49
    
    
    
    Construction and EngineeringNevada, Missouri 64772
 Jim McClendon.
 Kyle D. Kirby.
 Kerry Rose
 Roger K. Robins.
 Brad Williams.
 87




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##### Table of Contents



Martin C. Bunton.
 Matt Bunton.
 Mike Bunton.
 Douglas Meng.
 Joe Pace.
 E. Regar Todd, Jr.
 88




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Committees of the Board of Managers
       President and Chief Operating Officer
  89




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Chief Executive and Chief Financial Officers
  Plant Management
  Conflicts of Interest
   Code of Ethics
  
 Item 10. EXECUTIVE COMPENSATION
 Compensation of Executive Officers
  Employment Agreements
  90




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Compensation of Managers
   Reimbursement of Expenses
  
 Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED MEMBER MATTERS
  Amount and Natureof Beneficial
    
    Percentage ofName of Beneficial Owner
    
    Ownership(1)
    
    Outstanding UnitsJim McClendon (2)
    
    
    120,000
    
    
    
    4.4
    %Kyle Kirby (3)
    
    
    220,000
    
    
    
    8.2
    %Kerry Rose (4)
    
    
    120,000
    
    
    
    4.4
    %Roger Robins (5)
    
    
    170,000
    
    
    
    6.3
    %Brad Williams
    
    
    40,000
    
    
    
    1.5
    %Martin Bunton (6)
    
    
    50,000
    
    
    
    1.9
    %Matt Bunton (7)
    
    
    170,000
    
    
    
    6.3
    %Mike Bunton (8)
    
    
    170,000
    
    
    
    6.3
    %Douglas Meng (9)
    
    
    120,000
    
    
    
    4.4
    %Joe Pace (10)
    
    
    120,000
    
    
    
    4.4
    %E. Regar Todd, Jr.(11)
    
    
    0
    
    
    
    0.0
    %All managers and executive officers as a group
    
    
    1,300,000
    
    
    
    48.1
    %
 
 (1)
    
    Unless otherwise noted, each person or group identified possesses sole voting
and investment power with respect to the Units.(2)
    
    Includes 120,000 Units owned by Mr. McClendon as tenants in common with his spouse.(3)
    
    Includes 120,000 Units owned by Kirby & Sons Partnership in which Mr. Kirby owns 33
percent.(4)
    
    Includes 120,000 Units owned by Mr. Rose in joint tenancy with his spouse 91




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##### Table of Contents



(5)
    
    Includes 120,000 Units owned by Mr. Robins in joint tenancy with his spouse.(6)
    
    Includes 50,000 Units owned by Mr. Bunton in joint tenancy with his spouse.(7)
    
    Includes 120,000 Units owned by Mr. Bunton in joint tenancy with his spouse.(8)
    
    Includes 120,000 Units owned by Mr. Bunton in joint tenancy with his spouse.(9)
    
    Includes 120,000 Units owned by Mr. Meng in joint tenancy with his spouse.(10)
    
    Includes 120,000 Units owned by Mr. Pace in joint tenancy with his spouse.(11)
    
    Under the terms of our option to purchase our Nevada, Missouri plant site, a
portion of the purchase price will be payable in Units, which will require us to issue
to Mr. Todd and his father up to 128,000 Class A Units upon closing of the purchase.
Such Units are not included in this table.  
 Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Certain Relationships and Related Transactions
       92




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##### Table of Contents



Number of UnitsTotal for allName
    
    June 30, 2006(1)
    
    
    June 30, 2006(2)
    
    
    August 31, 2006(3)
    
    
    OfferingsJim McClendon
    
    $
    40,000
    
    
    $
    80,000
    
    
    
    
    
    
    $
    120,000Kyle Kirby
    
    
    40,000
    
    
    
    80,000
    
    
    $
    100,000
    
    
    
    220,000Kerry Rose
    
    
    40,000
    
    
    
    80,000
    
    
    
    
    
    
    
    120,000Roger Robins
    
    
    40,000
    
    
    
    80,000
    
    
    
    50,000
    
    
    
    170,000Brad Williams
    
    
    40,000
    
    
    
    
    
    
    
    
    
    
    
    40,000Martin Bunton
    
    
    40,000
    
    
    
    10,000
    
    
    
    
    
    
    
    50,000Matt Bunton
    
    
    40,000
    
    
    
    80,000
    
    
    
    50,000
    
    
    
    170,000Mike Bunton
    
    
    40,000
    
    
    
    80,000
    
    
    
    50,000
    
    
    
    170,000Douglas Meng
    
    
    40,000
    
    
    
    80,000
    
    
    
    
    
    
    
    120,000Joe Pace
    
    
    40,000
    
    
    
    80,000
    
    
    
    
    
    
    
    120,000E. Regar Todd, Jr.(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Harold Woodward(5)
    
    
    40,000
    
    
    
    80,000
    
    
    
    
    
    
    
    120,000Total
    
    $
    440,000
    
    
    $
    730,000
    
    
    $
    250,000
    
    
    $
    1,420,000
 
 (1)
    
    Purchase price $0.25 per Unit.(2)
    
    Purchase price $0.50 per Unit.(3)
    
    Purchase price $1.00 per Unit.(4)
    
    Under the terms of our option to purchase our Nevada, Missouri plant site, a
portion of the purchase price will be payable in Units, which will require us to issue
to Mr. Todd and his father up to 128,000 Class A Units upon closing of the purchase.
The value of such Units for purpose of the purchase price is $2.00 per Unit. Such
Units are not included in this table.(5)
    
    Former manager; was a manager when Units were purchased. Board of Managers Independence Status
  93




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Item 13. EXHIBITS
  
 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Category
    
    Fiscal Year Ended
    
    FeesAudit Fees(1)
    
    August 31, 2007
    
    $
    48,351August 31, 2006
    
    $
    25,931Audit-Related Fees(2)
    
    August 31, 2007
    
    $
    19,483August 31, 2006
    
    $
    Accounting other matters
    
    August 31, 2007
    
    $
    August 31, 2006
    
    $
    
 
 (1)
    
    Audit fees include audit of our financial statements, reviews of our quarterly financial
statements and discussions with our management and audit committee.(2)
    
    Audit-related feeds include reviews of our registration statement filed on Form SB-2 and
related amendments and other services related to SEC matters.  94




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##### Table of Contents



SIGNATURES
  OZARK ETHANOL, LLCDate: November 29, 2007
    
    /s/ Jim McClendon

Jim McClendonChair (Principal Executive Officer)Date: November 29, 2007
    
    /s/ Brad Williams

Brad WilliamsTreasurer (Principal Financial and Accounting Officer)
 POWER OF ATTORNEY
   Date: November 29, 2007
    
    /s/ Jim McClendon

Jim McClendonChair and Manager(Principal Executive Officer)Date: November 29, 2007
    
    /s/ Kerry Rose

Kerry RosePresident, Chief Operating Officer and ManagerDate: November 29, 2007
    
    /s/ Brad Williams

Brad WilliamsTreasurer and Manager (Principal Financial andAccounting Officer)Date: November 29, 2007
    
    /s/ Kyle Kirby

Kyle KirbyVice Chair and ManagerDate: November 29, 2007
    
    /s/ Roger Robins

Roger RobinsSecretary and Manager
 95




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##### Table of Contents



Date: November 29, 2007
    
    /s/ Martin Bunton

Martin BuntonVice President, Investor/Member Relations and ManagerDate: November 29, 2007
    
    /s/ Matt Bunton

Matt BuntonVice President, Commodities and Risk Management andManagerDate: November 29, 2007
    
    /s/ Mike Bunton

Mike BuntonVice President, Site and Utilities and ManagerDate: November 29, 2007
    
    /s/ Douglas Meng

Douglas MengVice President, Insurance and Liability and ManagerDate: November 29, 2007
    
    /s/ Joe Pace

Joe PaceVice President, Grants and Incentives and ManagerDate: November 29, 2007
    
    /s/ E. Regar Todd, Jr.

E. Regar Todd, Jr.Vice President, Construction and Engineering andManager
 96




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##### Table of Contents



EXHIBIT INDEX
  Exhibit No.
    
    Description3.1
    
    Certificate of Formation. (Incorporated by reference to Exhibit No. 3.1 to our
Registration Statement on Form SB-2, File No. 333-139657.)3.2
    
    Limited Liability Company Agreement. (Incorporated by reference to Exhibit No.
3.2 to our Registration Statement on Form SB-2, File No. 333-139657.)4.1
    
    Form of Subscription Agreement. (Incorporated by reference to Appendix C to
the Prospectus contained in our Registration Statement on Form SB-2, File No.
333-139657.)4.2
    
    Form of Promissory Note. (Incorporated by reference to Appendix C to the
Prospectus contained in our Registration Statement on Form SB-2, File No.
333-139657.)4.3
    
    Escrow Agreement between the Registrant and US Bank dated May 29, 2007.
(Incorporated by reference to Exhibit No. 4.3 to our Registration Statement on
Form SB-2, File No. 333-139657.)10.1
    
    Option to Purchase Real Property between the Registrant and Erbin Regar Todd
and Erbin Regar Todd, Jr. dated September 8, 2006. (Incorporated by reference
to Exhibit No. 10.1 to our Registration Statement on Form SB-2, File No.
333-139657.)10.2
    
    Agreement for Project Development Services between the Registrant and BBI
International dated April 14, 2006. (Incorporated by reference to Exhibit No.
10.2 to our Registration Statement on Form SB-2, File No. 333-139657.)10.3
    
    Project Development Agreement between the Registrant and Delta-T Corporation
dated July 8, 2006. (Incorporated by reference to Exhibit No. 10.3 to our
Registration Statement on Form SB-2, File No. 333-139657.)10.4
    
    Agreement between the Registrant and Natural Resource Group, Inc. dated
September 13, 2006. (Incorporated by reference to Exhibit No. 10.4 to our
Registration Statement on Form SB-2, File No. 333-139657.)10.5
    
    Agreement between the Registrant and Antioch International, Inc. effective
November 28, 2006. (Incorporated by reference to Exhibit No. 10.5 to our
Registration Statement on Form SB-2, File No. 333-139657.)10.6
    
    Agreement between the Registrant and U.S. Energy Services effective January 1,
2007. (Incorporated by reference to Exhibit No. 10.6 to our Registration
Statement on Form SB-2, File No. 333-139657.)10.7
    
    Agreement between the Registrant and Blasdel Cleaver Schwalbe Communications,
LLC dated March 12, 2007. (Incorporated by reference to Exhibit No. 10.7 to
our Registration Statement on Form SB-2, File No. 333-139657.)
 97




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##### Table of Contents



Exhibit No.
    
    Description10.8
    
    Phase 1 Consulting Agreement between the Registrant and
Agra Industries, Inc.
dated June 27, 2007. (Incorporated by reference to Exhibit No. 10.2 to our
Quarterly Report on Form 10-QSB for the quarterly period ended May 31, 2007
filed with the SEC on July 30, 2007.)10.9
    
    Amendment to Option to Purchase Real Property dated as of August 31, 2007 by
and among Erbin Regar Todd, Erbin Regar Todd, Jr., and the Registrant.
(Incorporated by reference to Exhibit No. 10.1 to our Current Report on Form
8-K filed with the SEC on September 5, 2007.)*14.1
    
    Code of Conduct and Ethics.*24.1
    
    Powers of Attorney (included on the signature page of this Annual Report on
Form 10-KSB).*31.1
    
    Certification of principal executive officer pursuant to 17 CFR 240 15d-14(a).*31.2
    
    Certification of principal financial officer pursuant to 17 CFR 240 15d-14(a).*32.1
    
    Certification of principal executive officer pursuant to 18 U.S.C. Section 1350.*32.1
    
    Certification of principal financial officer pursuant to 18 U.S.C. Section 1350.
 
 *
    
    Filed or amended herewith 98