##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended: March 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 000-50282
 
 PANDA ETHANOL, INC.
 (Exact name of registrant as specified in its charter)
 
 Nevada
    
    24-4799979(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 4100 Spring Valley, Suite 1002
Dallas, Texas
75244
(Address of principal executive offices)
(Zip Code)
 (972) 361-1200
(Registrants telephone number, including area code)
 
 þ o
  Large accelerated filer oAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company þ o þ




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##### 



PANDA ETHANOL, INC.
 FORM 10-Q
 FOR THE FISCAL QUARTER ENDED MARCH 31, 2008
 INDEX
 PagePART IItem 1.
    
    Financial Statements
    
    1Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    13Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    19Item 4.
    
    Controls and Procedures
    
    21PART IIItem 1.
    
    Legal Proceedings
    
    21Item 1A.
    
    Risk Factors
    
    22Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    22Item 6.
    
    Exhibits
    
    22Certification of Principal Executive OfficerCertification of Principal Financial OfficerCertification of Principal Executive Officer Pursuant to Section 906Certification of Principal Financial Officer Pursuant to Section 906




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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 PANDA ETHANOL, INC.
AND SUBSIDIARIES
(A Development Stage Enterprise)
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (UNAUDITED)
 December 31,
    
    
    March 31,2007
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,127,913
    
    
    $
    122,824Accounts receivable
    
    
    353,516
    
    
    
    43,000Accounts receivable from former parent
    
    
    4,754
    
    
    
    16,570Inventories
    
    
    58,719
    
    
    
    117,945Prepaid expenses and other current assets
    
    
    660,054
    
    
    
    770,445Financial derivatives
    
    
    611,450
    
    
    
    107,500Total current assets
    
    
    2,816,406
    
    
    
    1,178,284Restricted cash and cash equivalents
    
    
    37,464,207
    
    
    
    29,686,369Property, plant and equipment:Construction in progress
    
    
    184,494,094
    
    
    
    197,262,048Land
    
    
    650,000
    
    
    
    650,000Furniture, fixtures and equipment
    
    
    2,464,045
    
    
    
    2,824,935Accumulated depreciation
    
    
    (87,562
    )
    
    
    (179,390
    )Total property, plant and equipment, net
    
    
    187,520,577
    
    
    
    200,557,593Deposits
    
    
    965,575
    
    
    
    965,575Deferred income taxes
    
    
    486,000
    
    
    
    710,000Debt issuance costs, net of accumulated amortization
of $1,799,865 and $2,082,104 at December 31, 2007
and March 31, 2008, respectively
    
    
    7,623,227
    
    
    
    7,340,988Total assets
    
    $
    236,875,992
    
    
    $
    240,438,809LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities 
property, plant and equipment
    
    $
    10,669,525
    
    
    $
    13,834,769Accounts payable and accrued liabilities 
operating expenses
    
    
    4,664,110
    
    
    
    3,295,276Accounts payable to former parent
    
    
    802,401
    
    
    
    519,609Current portion of financial derivatives
    
    
    820,177
    
    
    
    2,008,947Current portion of long-term debt
    
    
    
    
    
    
    2,799,719Current portion of capital lease obligations
    
    
    197,499
    
    
    
    180,615Accrued interest and letter of credit fees
    
    
    989,883
    
    
    
    2,211,869Total current liabilities
    
    
    18,143,595
    
    
    
    24,850,804Financial derivatives
    
    
    4,134,969
    
    
    
    2,016,544Long-term debt
    
    
    141,596,623
    
    
    
    140,129,233Long-term debt to former parent
    
    
    
    
    
    
    1,000,000Capital lease obligations
    
    
    873,783
    
    
    
    826,588Other noncurrent liabilities
    
    
    486,000
    
    
    
    710,000Commitments and contingencies (Notes 3, 5 and 6)Temporary equity  payable to former parent
    
    
    4,301,558
    
    
    
    4,301,558Shareholders equity:Preferred stock, par value $.001; 100,000,000 shares
authorized; none issued and outstanding
    
    
    
    
    
    
    Common stock, par value $.001; 250,000,000 shares
authorized;
31,066,659 and 31,304,952 shares issued and
outstanding
at December 31, 2007 and March 31, 2008,
respectively
    
    
    31,067
    
    
    
    31,305Additional contributed capital
    
    
    104,777,406
    
    
    
    105,602,829Accumulated other comprehensive loss
    
    
    (1,875,385
    )
    
    
    (3,818,729
    )Deficit accumulated during the development stage
    
    
    (35,593,624
    )
    
    
    (35,211,323
    )Total shareholders equity
    
    
    67,339,464
    
    
    
    66,604,082Total liabilities and shareholders equity
    
    $
    236,875,992
    
    
    $
    240,438,809
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PANDA ETHANOL, INC.
AND SUBSIDIARIES
(A Development Stage Enterprise)
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2008,
AND FOR THE PERIOD FROM INCEPTION THROUGH MARCH 31, 2008
 (UNAUDITED)
 InceptionThree Months Ended March 31,
    
    
    Through2007
    
    
    2008
    
    
    March 31, 2008Development and administrative expenses:Development and administrative expenses allocated from
former parent
    
    $
    134,019
    
    
    $
    506,132
    
    
    $
    14,061,971Other development and administrative expenses
    
    
    3,534,988
    
    
    
    1,982,304
    
    
    
    28,830,504Provision for impairment of development projects
    
    
    
    
    
    
    
    
    
    
    3,074,842Total development and administrative expenses
    
    
    3,669,007
    
    
    
    2,488,436
    
    
    
    45,967,317Other expense (income):Interest income
    
    
    (1,760,259
    )
    
    
    (252,087
    )
    
    
    (8,804,912
    )Interest expense and letter of credit fees
    
    
    1,429,904
    
    
    
    62,771
    
    
    
    5,798,296Amortization of debt issuance costs
    
    
    122,802
    
    
    
    
    
    
    
    478,771Depreciation
    
    
    12,553
    
    
    
    91,830
    
    
    
    179,391Provision for impairment of investments available for sale
    
    
    
    
    
    
    
    
    
    
    875,000Gain on settlement of forward contracts
    
    
    
    
    
    
    (404,201
    )
    
    
    (713,801
    )Change in fair value of financial derivatives
    
    
    4,376,000
    
    
    
    (2,369,050
    )
    
    
    (8,568,739
    )Total other expense (income)
    
    
    4,181,000
    
    
    
    (2,870,737
    )
    
    
    (10,755,994
    )Net loss
(income)
    
    $
    7,850,007
    
    
    $
    (382,301
    )
    
    $
    35,211,323Net loss (income) per common share 
basic and dilutive:Net loss (income) per common share
    
    $
    0.25
    
    
    $
    (0.01
    )Weighted average common shares outstanding  basic and dilutive
    
    
    31,066,659
    
    
    
    31,229,012
  2




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PANDA ETHANOL, INC.
AND SUBSIDIARIES
(A Development Stage Enterprise)
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2008,
AND FOR THE PERIOD FROM INCEPTION THROUGH MARCH 31, 2008
 (UNAUDITED)
 Three Months Ended March 31,
    
    
    Inception Through2007
    
    
    2008
    
    
    March 31, 2008Operating activities:Net income
(loss)
    
    $
    (7,850,007
    )
    
    $
    382,301
    
    
    $
    (35,211,323
    )Adjustments
to reconcile net income (loss) to
net cash used in operating activities:Operating expenses contributed by former parent
    
    
    
    
    
    
    
    
    
    
    103,993Provision for impairment of development projects
    
    
    
    
    
    
    
    
    
    
    3,074,842Provision for impairment of investments available for sale
    
    
    
    
    
    
    
    
    
    
    875,000Directors fees paid with common stock
    
    
    
    
    
    
    23,260
    
    
    
    23,260Interest expense added to debt principal
    
    
    1,192,573
    
    
    
    1,332,330
    
    
    
    8,496,953Amortization of debt issuance costs
    
    
    122,802
    
    
    
    
    
    
    
    478,771Depreciation
    
    
    12,553
    
    
    
    91,830
    
    
    
    179,391Change in fair value of financial derivatives
    
    
    4,376,000
    
    
    
    (2,369,050
    )
    
    
    (8,568,739
    )Deferred tax benefit
    
    
    
    
    
    
    (224,000
    )
    
    
    (710,000
    )Increase in accounts receivable
    
    
    
    
    
    
    310,516
    
    
    
    (43,000
    )(Increase) decrease in accounts receivable from former parent
    
    
    32,265
    
    
    
    (11,816
    )
    
    
    (16,570
    )Increase in inventories
    
    
    
    
    
    
    (59,226
    )
    
    
    (117,945
    )(Increase) decrease in prepaid expenses
    
    
    290,990
    
    
    
    (110,391
    )
    
    
    (770,445
    )Increase (decrease) in accounts payable and
accrued liabilities  operating expenses
    
    
    68,372
    
    
    
    (1,368,834
    )
    
    
    3,295,276Increase (decrease) in accounts payable to former parent
    
    
    279,353
    
    
    
    519,609
    
    
    
    1,590,232Increase (decrease) in accrued interest and letter of credit
fees
    
    
    (367
    )
    
    
    1,221,986
    
    
    
    2,211,869Increase in other noncurrent liabilities
    
    
    
    
    
    
    224,000
    
    
    
    710,000Net cash used in operating activities
    
    
    (1,475,466
    )
    
    
    (37,485
    )
    
    
    (24,398,435
    )Investing activities:Purchases of investments available for sale
    
    
    (5,000,000
    )
    
    
    
    
    
    
    (94,025,000
    )Sales of investments available for sale
    
    
    9,700,000
    
    
    
    
    
    
    
    93,150,000(Increase) decrease in restricted cash and cash equivalents
    
    
    5,524,890
    
    
    
    7,777,838
    
    
    
    (29,686,369
    )Decrease in restricted short-term investments
    
    
    12,495,335
    
    
    
    
    
    
    
    Additions to property, plant and equipment
    
    
    (19,594,058
    )
    
    
    (9,681,363
    )
    
    
    (186,812,610
    )Increase in deposits
    
    
    
    
    
    
    
    
    
    
    (965,575
    )Net cash provided by (used in) investing activities
    
    
    3,126,167
    
    
    
    (1,903,525
    )
    
    
    (218,339,554
    )Financing activities:Capital contributions from former parent
    
    
    
    
    
    
    
    
    
    
    16,133,464Capital distributions to former parent
    
    
    
    
    
    
    
    
    
    
    (5,480,712
    )Temporary equity advanced from former parent
    
    
    
    
    
    
    
    
    
    
    4,301,558Issuance of common stock to former parent
    
    
    
    
    
    
    
    
    
    
    2,859,354Issuance of common stock to non-affiliates
    
    
    
    
    
    
    
    
    
    
    90,924,152Repayment of capital lease obligations
    
    
    
    
    
    
    (64,079
    )
    
    
    (553,911
    )Issuance of long-term debt and financial derivative
    
    
    
    
    
    
    
    
    
    
    143,100,000Issuance of long-term debt to former parent
    
    
    
    
    
    
    1,000,000
    
    
    
    1,000,000Debt issuance costs
    
    
    
    
    
    
    
    
    
    
    (9,423,092
    )Net cash provided by financing activities
    
    
    
    
    
    
    935,921
    
    
    
    242,860,813Increase
(decrease) in cash and cash equivalents
    
    
    1,650,701
    
    
    
    (1,005,089
    )
    
    
    122,824Cash and cash equivalents, beginning of period
    
    
    713,529
    
    
    
    1,127,913
    
    
    
    Cash and cash equivalents, end of period
    
    $
    2,364,230
    
    
    $
    122,824
    
    
    $
    122,824Noncash investing and financing activities:Property, plant and equipment costs accrued
    
    $
    12,081,014
    
    
    $
    13,834,769
    
    
    $
    13,834,769Property, plant and equipment acquired under capital leases
    
    
    
    
    
    
    
    
    
    
    1,561,114Interest cost accrued to long-term debt principal
    
    
    1,192,573
    
    
    
    1,332,330
    
    
    
    8,496,953Capital contributions from former parent:By reduction of accounts payable
    
    
    268,222
    
    
    
    
    
    
    
    268,222For operating expenses
    
    
    
    
    
    
    
    
    
    
    103,993Expenses financed under services agreement with former parent
    
    
    
    
    
    
    491,393
    
    
    
    1,293,794Common stock issued under services agreement with former parent
    
    
    
    
    
    
    802,401
    
    
    
    802,401Common stock issued under services agreement with directors
    
    
    
    
    
    
    23,260
    
    
    
    23,260
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PANDA ETHANOL, INC. AND SUBSIDIARIES
(A Development Stage Enterprise)
 NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
 For the Three Months Ended March 31, 2007 and 2008
And For the Period from Inception (November 1, 2004) through March 31, 2008
 (Unaudited)
 1. ORGANIZATION AND BASIS OF PRESENTATION
   Development Stage Enterprise 
 Liquidity and Going Concern Considerations
  4




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5




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2. SIGNIFICANT ACCOUNTING POLICIES
 Use of Estimates
 Condensed Footnote Disclosures
 Adoption of New Accounting Pronouncement
  3. ETHANOL PROJECTS
  6




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4. RELATED PARTY TRANSACTIONS
   7




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5. LONG-TERM DEBT
    8




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.
   6. PURCHASE AND SALES COMMITMENTS
  9




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7. FAIR VALUE MEASUREMENTS
  10




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
    
    Level 1  Quoted prices in active markets for identical assets
or liabilities.
    
    Level 2  Inputs other than Level 1 that are observable,
either directly or indirectly, such as quoted prices for similar assets or
liabilities; quoted prices in markets that are not active; or other inputs that
are observable or can be corroborated by observable market data for substantially
the full term of the assets or liabilities.
    
    Level 3  Unobservable inputs that are supported by little or
no market activity and that are significant to the fair value of the assets or
liabilities.
     Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalFinancial derivative assets
    
    $
    
    
    
    $
    108
    
    
    $
    
    
    
    $
    108Financial derivative liabilities  current
    
    $
    
    
    
    $
    2,009
    
    
    $
    
    
    
    $
    2,009Financial derivative liabilities 
noncurrent
    
    
    
    
    
    
    2,017
    
    
    
    
    
    
    
    2,017Total financial derivative liabilities
    
    $
    
    
    
    $
    4,026
    
    
    $
    
    
    
    $
    4,026
  :
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Beginning balance
    
    $
    2,873Total gains or losses (realized/unrealized)Included in earnings
    
    
    (2,873
    )Included in other
comprehensive income
    
    
    Purchases, issuances and settlements
    
    
    Transfers in and/or out of Level 3
    
    
    Ending balance
    
    $
    The amount of total gains or losses for the period
included in earnings attributable to the change
in unrealized gains or losses relating to liabilities
still existing at March 31, 2008 reported in
change in fair value of financial derivatives
    
    $
    2,873
 12




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion and analysis of our financial condition and results of operations
should be read in conjunction with our financial statements and the related notes to those
statements included elsewhere in this quarterly report on Form 10-Q . In this quarterly report on
Form 10-Q, the words Panda Ethanol refer to Panda Ethanol, Inc. and its subsidiaries, unless
otherwise stated or the context otherwise requires. Panda Ethanol is a Nevada corporation. On
November 6, 2006, Panda Ethanol, Inc. (a Delaware corporation), which is referred to in this
quarterly report as Panda Ethanol-Delaware, merged with and into Cirracor, Inc., which we refer to
as Cirracor, a Nevada corporation. The surviving Nevada corporation after the merger changed its
name to Panda Ethanol, Inc. In this quarterly report on Form 10-Q , the words Company, we,
our, ours and us refer to the surviving company after the merger and its subsidiaries, unless
otherwise stated or the context otherwise requires.
 Forward-Looking Statements
   
    
    the time, cost and ability to complete construction of our Hereford facility;
    
    issues arising in connection with the development and construction of our
projects, including those related to permits, easements, site conditions,
workmanship, process engineering and conflicts of interest;
    
    the margin between ethanol and corn prices;
    
    the projected growth or contraction of the ethanol market in which we will
operate;
    
    changes in or elimination of laws, tariffs, trade or other controls or enforcement
practices such as:
 
    
    national, state or local energy policy;
    
    federal ethanol tax incentives;
    
    the renewable fuel standard and other legislation
mandating the usage of ethanol or other oxygenate additives; and
    
    environmental laws and regulations applicable to our
operations and the enforcement thereof;
 
    
    fluctuations in the market price of ethanol and ethanol co-products;
    
    our ability to obtain the necessary capital to finance our operations and
initiatives;
 13




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
    
    availability and costs of raw materials, particularly corn;
    
    our ability to generate free cash flow to invest in our business and service our
indebtedness;
    
    limitations, restrictions and conditions contained in the instruments and
agreements governing our and our subsidiaries indebtedness, including those
conditions related to maintenance of a minimum contingency obligation and receipt of
insurance proceeds;
    
    risks related to hedging decisions, including whether or not to enter into hedging
arrangements and the possibility of financial losses related to hedging arrangements;
and
    
    risks related to diverting managements attention from ongoing business
operations.
 Overview
     14




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Summary of Critical Accounting Policies and Estimates
 -Q
 15




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Allocation of Expenses from the Former Parent
   Results of Operations
 For the three months ended March 31, 2007 as compared to the three months ended March 31, 2008
     16




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Liquidity and Capital Resources
     17




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Hereford Facility Project Financing
  Contractual Commitments
  Off-balance sheet arrangements
  
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
  19




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Interest Rate Risk
    Commodity Price Risk
    20




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Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  21




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Item 1A. Risk Factors
 Panda Hereford may be unable to service, repay or refinance its debt and remain in compliance with
its debt covenants, which would have a material adverse effect on our business.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   
 Item 6. Exhibits
 ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger dated May 18, 2006, by and among
Cirracor, Panda Ethanol, Inc., and Grove Panda Investments, LLC,
filed as Exhibit 2.1 to our Current Report on Form 8-K, filed on
November 13, 2006 and incorporated by reference herein.
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ExhibitNumber
    
    Description2.2
    
    First Amendment to Agreement and Plan of Merger dated June 7,
2006, by and among Cirracor, Panda Ethanol, Inc., and Grove Panda
Investments, LLC, filed as Exhibit 2.2 to our Current Report on
Form 8-K, filed on November 13, 2006 and incorporated by reference
herein.3.1
    
    Amended and Restated Articles of Incorporation, filed as Exhibit
3.1 to our Current Report on Form 8-K, filed on November 13, 2006
and incorporated by reference herein.3.2
    
    Amended and Restated Bylaws of Panda Ethanol, Inc., filed as
Exhibit 3.2 to our Current Report on Form 8-K, filed on November
13, 2006 and incorporated by reference herein.4.1
    
    Amended and Restated Articles of Incorporation, filed as Exhibit
3.1 to our Current Report on Form 8-K, filed on November 13, 2006
and incorporated by reference herein.4.2
    
    Amended and Restated Bylaws of Panda Ethanol, Inc., filed as
Exhibit 3.2 to our Current Report on Form 8-K, filed on November
13, 2006 and incorporated by reference herein.4.3
    
    Registration Rights Agreement, dated as of June 7, 2006, by and
among Panda Ethanol, Inc., Panda Energy International, Inc. and
the purchasers named therein, filed as Exhibit 4.3 to our Current
Report on Form 8-K, filed on November 13, 2006 and incorporated by
reference herein.4.4
    
    Registration Rights Agreement, dated as of November 6, 2006, by
and among Panda Ethanol, Inc. and Grove Panda Investments, LLC,
filed as Exhibit 4.4 to our Current Report on Form 8-K, filed on
November 13, 2006 and incorporated by reference herein.4.5
    
    First Amendment to Registration Rights Agreement as of November
13, 2006, among Panda Ethanol, Inc., Panda Energy International,
Inc. and the several purchasers signatory therein, filed as
Exhibit 10.1 to our Current Report on Form 8-K, filed on November
17, 2006 and incorporated by reference herein.4.6
    
    Registration Rights Agreement, dated as of December 1, 2006, by
and among Panda Ethanol, Inc., Panda Energy International, Inc.
and the several purchasers signatory thereto, filed as Exhibit 4.1
to our Current Report on Form 8-K, filed on December 4, 2006 and
incorporated by reference herein.4.7
    
    Registration Rights Agreement, dated as of November 9, 2007, by
and between Panda Ethanol, Inc. and Panda Energy International,
Inc., filed as Exhibit 10.2 to our Current Report on Form 8-K,
filed on November 15, 2007 and incorporated by reference herein.31.1
    
    Certification of Principal Executive Officer.31.2
    
    Certification of Principal Financial Officer.32.1
    
    Certification of Chief Executive Officer Pursuant to Section 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer Pursuant to Section 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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SIGNATURES
  PANDA ETHANOL, INC.Date: May 20, 2008
    /s/ NATASHA RAYNatasha Ray,  Chief Financial Officer and Treasurer(Principal financial officer duly authorized to sign on
behalf of Registrant) 24




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger dated May 18, 2006, by and among
Cirracor, Panda Ethanol, Inc., and Grove Panda Investments, LLC,
filed as Exhibit 2.1 to our Current Report on Form 8-K, filed on
November 13, 2006 and incorporated by reference herein.2.2
    
    First Amendment to Agreement and Plan of Merger dated June 7,
2006, by and among Cirracor, Panda Ethanol, Inc., and Grove Panda
Investments, LLC, filed as Exhibit 2.2 to our Current Report on
Form 8-K, filed on November 13, 2006 and incorporated by reference
herein.3.1
    
    Amended and Restated Articles of Incorporation, filed as Exhibit
3.1 to our Current Report on Form 8-K, filed on November 13, 2006
and incorporated by reference herein.3.2
    
    Amended and Restated Bylaws of Panda Ethanol, Inc., filed as
Exhibit 3.2 to our Current Report on Form 8-K, filed on November
13, 2006 and incorporated by reference herein.4.1
    
    Amended and Restated Articles of Incorporation, filed as Exhibit
3.1 to our Current Report on Form 8-K, filed on November 13, 2006
and incorporated by reference herein.4.2
    
    Amended and Restated Bylaws of Panda Ethanol, Inc., filed as
Exhibit 3.2 to our Current Report on Form 8-K, filed on November
13, 2006 and incorporated by reference herein.4.3
    
    Registration Rights Agreement, dated as of June 7, 2006, by and
among Panda Ethanol, Inc., Panda Energy International, Inc. and
the purchasers named therein, filed as Exhibit 4.3 to our Current
Report on Form 8-K, filed on November 13, 2006 and incorporated by
reference herein.4.4
    
    Registration Rights Agreement, dated as of November 6, 2006, by
and among Panda Ethanol, Inc. and Grove Panda Investments, LLC,
filed as Exhibit 4.4 to our Current Report on Form 8-K, filed on
November 13, 2006 and incorporated by reference herein.4.5
    
    First Amendment to Registration Rights Agreement as of November
13, 2006, among Panda Ethanol, Inc., Panda Energy International,
Inc. and the several purchasers signatory therein, filed as
Exhibit 10.1 to our Current Report on Form 8-K, filed on November
17, 2006 and incorporated by reference herein.4.6
    
    Registration Rights Agreement, dated as of December 1, 2006, by
and among Panda Ethanol, Inc., Panda Energy International, Inc.
and the several purchasers signatory thereto, filed as Exhibit 4.1
to our Current Report on Form 8-K, filed on December 4, 2006 and
incorporated by reference herein.4.7
    
    Registration Rights Agreement, dated as of November 9, 2007, by
and between Panda Ethanol, Inc. and Panda Energy International,
Inc., filed as Exhibit 10.2 to our Current Report on Form 8-K,
filed on November 15, 2007 and incorporated by reference herein.31.1
    
    Certification of Principal Executive Officer.31.2
    
    Certification of Principal Financial Officer.32.1
    
    Certification of Chief Executive Officer Pursuant to Section 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer Pursuant to Section 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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