##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended: June 30, 2007
 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.
  Nevada
    
    33-0986282(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 4100 Spring Valley, Suite 1002
Dallas, Texas
75244
 (972) 361-1200
  þ o
  o o þ
  o þ




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TABLE OF CONTENTS  PART 1  FINANCIAL INFORMATIONItem 1. Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPART II  OTHER INFORMATIONItem 1A. Risk FactorsItem 6. ExhibitsSIGNATURESEXHIBIT INDEXCertification of Principal Executive OfficerCertification of Principal Financial OfficerCertification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906    Table of Contents  
 PART 1  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 PANDA ETHANOL, INC.
AND SUBSIDIARIES
(A Development Stage Enterprise)
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (UNAUDITED)
 December 31,
    
    
    June 30,2006
    
    
    2007ASSETSCash and cash equivalents
    
    $
    15,413,529
    
    
    $
    10,275,517Restricted cash and cash equivalents
    
    
    135,607,427
    
    
    
    91,986,858Accounts receivable from former parent
    
    
    32,265
    
    
    
    Restricted short-term investments
    
    
    12,495,335
    
    
    
    Prepaid expenses
    
    
    932,214
    
    
    
    356,819Property, plant and equipment:Construction in progress
    
    
    66,087,367
    
    
    
    125,245,085Development costs
    
    
    2,084,463
    
    
    
    3,606,007Furniture and fixtures
    
    
    76,693
    
    
    
    245,021Accumulated depreciation
    
    
    (3,079
    )
    
    
    (35,140
    )Total property, plant and equipment, net
    
    
    68,245,444
    
    
    
    129,060,973Financial derivatives
    
    
    
    
    
    
    246,482Deposits
    
    
    
    
    
    
    431,451Debt issuance costs, net of accumulated amortization
of $520,393 and $1,148,664 at December 31, 2006
and June 30, 2007, respectively
    
    
    8,902,699
    
    
    
    8,656,868Total assets
    
    $
    241,628,913
    
    
    $
    241,014,968LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable and accrued liabilities -
property, plant and equipment
    
    $
    6,309,361
    
    
    $
    10,404,008Accounts payable and accrued liabilities  operating expenses
    
    
    1,051,919
    
    
    
    2,405,528Accounts payable to former parent  operating expenses
    
    
    
    
    
    
    90,279Accrued interest
    
    
    491,497
    
    
    
    520,925Financial derivatives
    
    
    7,659,400
    
    
    
    10,549,000Long-term debt
    
    
    136,369,890
    
    
    
    138,830,084Commitments and contingencies (Notes 3 and 5)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;
31,066,667 and 31,066,659 shares issued and outstanding
at December 31, 2006 and June 30, 2007, respectively
    
    
    31,067
    
    
    
    31,067Additional contributed capital
    
    
    104,405,191
    
    
    
    104,673,413Accumulated other comprehensive income (loss)
    
    
    (513,400
    )
    
    
    246,482Deficit accumulated during the development stage
    
    
    (18,477,570
    )
    
    
    (31,037,376
    )Total shareholders equity
    
    
    85,445,288
    
    
    
    73,913,586Total liabilities and shareholders equity
    
    $
    241,628,913
    
    
    $
    241,014,968
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PANDA ETHANOL, INC.
AND SUBSIDIARIES
(A Development Stage Enterprise)
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2007,
AND FOR THE PERIOD FROM INCEPTION THROUGH JUNE 30, 2007
 (UNAUDITED)
 InceptionThree Months Ended June 30,
    
    
    Six Months Ended June 30,
    
    
    Through2006
    
    
    2007
    
    
    2006
    
    
    2007
    
    
    June 30, 2007Development and administrative expenses:Development and administrative expenses allocated from former parent
    
    $
    2,085,243
    
    
    $
    172,678
    
    
    $
    3,932,795
    
    
    $
    306,697
    
    
    $
    12,476,440Other development and administrative expenses
    
    
    855,402
    
    
    
    5,946,545
    
    
    
    1,453,337
    
    
    
    9,481,533
    
    
    
    17,629,233Total development and administrative expenses
    
    
    2,940,645
    
    
    
    6,119,223
    
    
    
    5,386,132
    
    
    
    9,788,230
    
    
    
    30,105,673Other expense (income):Interest income
    
    
    (213,682
    )
    
    
    (1,443,693
    )
    
    
    (213,682
    )
    
    
    (3,203,952
    )
    
    
    (6,934,785
    )Interest expense and letter of credit fees
    
    
    
    
    
    
    910,199
    
    
    
    
    
    
    
    2,340,103
    
    
    
    5,477,992Amortization of debt issuance costs
    
    
    
    
    
    
    77,562
    
    
    
    
    
    
    
    200,364
    
    
    
    472,356Depreciation
    
    
    
    
    
    
    19,508
    
    
    
    
    
    
    
    32,061
    
    
    
    35,140Increase (decrease) in fair value of financial derivative
    
    
    
    
    
    
    (973,000
    )
    
    
    
    
    
    
    3,403,000
    
    
    
    1,881,000Total other expense (income)
    
    
    (213,682
    )
    
    
    (1,409,424
    )
    
    
    (213,682
    )
    
    
    2,771,576
    
    
    
    931,703Net loss
    
    $
    2,726,963
    
    
    $
    4,709,799
    
    
    $
    5,172,450
    
    
    $
    12,559,806
    
    
    $
    31,037,376Net loss per common share 
basic and dilutive:Net loss per common share
    
    $
    0.15
    
    
    $
    0.15
    
    
    $
    0.33
    
    
    $
    0.40Weighted average common shares outstanding  basic and dilutive
    
    
    17,768,812
    
    
    
    31,066,659
    
    
    
    15,803,992
    
    
    
    31,066,659
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PANDA ETHANOL, INC.
AND SUBSIDIARIES
(A Development Stage Enterprise)
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2007,
AND FOR THE PERIOD FROM INCEPTION THROUGH JUNE 30, 2007
 (UNAUDITED)
 Six Months Ended June 30,
    
    
    Inception Through2006
    
    
    2007
    
    
    June 30, 2007Operating activities:Net loss
    
    $
    (5,172,450
    )
    
    $
    (12,559,806
    )
    
    $
    (31,037,376
    )Adjustments to reconcile net loss to
net cash used in operating activities:Interest expense added to debt principal
    
    
    
    
    
    
    2,460,195
    
    
    
    4,398,085Amortization of debt issuance costs
    
    
    
    
    
    
    200,364
    
    
    
    472,356Depreciation
    
    
    
    
    
    
    32,061
    
    
    
    32,061Increase in fair value of financial derivative
    
    
    
    
    
    
    3,403,000
    
    
    
    1,881,000Decrease in accounts receivable from former parent
    
    
    
    
    
    
    32,265
    
    
    
    (Increase) decrease in prepaid expenses
    
    
    
    
    
    
    575,395
    
    
    
    (356,819
    )Increase in accounts payable and
accrued liabilities  operating expenses
    
    
    495,176
    
    
    
    1,353,609
    
    
    
    2,405,528Increase in accounts payable to former parent 
operating expenses
    
    
    
    
    
    
    358,501
    
    
    
    358,501Increase in accrued interest
    
    
    
    
    
    
    29,428
    
    
    
    520,925Net cash used in operating activities
    
    
    (4,677,274
    )
    
    
    (4,114,988
    )
    
    
    (21,325,739
    )Investing activities:(Increase) decrease in restricted cash and cash equivalents
    
    
    (87,511,488
    )
    
    
    43,620,569
    
    
    
    (91,986,858
    )Decrease in restricted short-term investments, net
    
    
    
    
    
    
    12,495,335
    
    
    
    Additions to property, plant and equipment
    
    
    (5,611,883
    )
    
    
    (56,325,037
    )
    
    
    (118,012,719
    )Increase in deposits
    
    
    
    
    
    
    (431,451
    )
    
    
    (431,451
    )Net cash used in investing activities
    
    
    (93,123,371
    )
    
    
    (640,584
    )
    
    
    (210,431,028
    )Financing activities:Capital contributions from former parent
    
    
    3,291,508
    
    
    
    
    
    
    
    16,133,464Capital distributions to former parent
    
    
    
    
    
    
    
    
    
    
    (5,480,712
    )Temporary equity advanced from former parent
    
    
    6,580,656
    
    
    
    
    
    
    
    4,301,558Issuance of common stock to former parent
    
    
    
    
    
    
    
    
    
    
    2,859,354Issuance of common stock to non-affiliates
    
    
    87,903,438
    
    
    
    
    
    
    
    90,924,152Issuance of long-term debt and financial derivative
    
    
    
    
    
    
    
    
    
    
    143,100,000Debt issuance costs paid
    
    
    
    
    
    
    (382,440
    )
    
    
    (9,805,532
    )Net cash provided by (used in) financing activities
    
    
    97,775,602
    
    
    
    (382,440
    )
    
    
    242,032,284Increase (decrease) in cash and cash equivalents
    
    
    (25,043
    )
    
    
    (5,138,012
    )
    
    
    10,275,517Cash and cash equivalents, beginning of period
    
    
    25,043
    
    
    
    15,413,529
    
    
    
    Cash and cash equivalents, end of period
    
    $
    
    
    
    $
    10,275,517
    
    
    $
    10,275,517Noncash investing and financing activities:Property, plant and equipment costs accrued
    
    $
    374,241
    
    
    $
    10,404,008
    
    
    $
    10,404,008Interest cost accrued to long-term debt principal
    
    $
    
    
    
    $
    2,460,195
    
    
    $
    4,398,085Capital contribution from former parent by
reduction of accounts payable
    
    $
    
    
    
    $
    268,222
    
    
    $
    268,222Debt issuance costs accrued
    
    $
    1,299,878
    
    
    $
    
    
    
    $
    Equity issuance costs accrued
    
    $
    1,744,875
    
    
    $
    
    
    
    $
    
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PANDA ETHANOL, INC. AND SUBSIDIARIES
(A Development Stage Enterprise)
 NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
 For the Three Months and Six Months Ended June 30, 2006 and 2007
And For the Period from Inception (November 1, 2004) through June 30, 2007
 (Unaudited)
 1.
    
    ORGANIZATION AND BASIS OF PRESENTATION
   Development Stage Enterprise and Liquidity 
   2.
    
    SIGNIFICANT ACCOUNTING POLICIES
 Use of Estimates
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Condensed Footnote Disclosures
 Adoption of New Accounting Pronouncement
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3.
    
    ETHANOL PROJECTS
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4.
    
    RELATED PARTY TRANSACTIONS
  5.
    
    LONG-TERM DEBT
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.
   6.
    
    COMMODITY PURCHASE COMMITMENTS
  7.
    
    SUBSEQUENT EVENTS
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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 effectiveness of the reorganization;
    
    the availability of and necessity for continued access to former management;
    
    our ability to obtain additional capital to finance our initiatives;
    
    the time, cost and ability to construct or complete construction of our Hereford and
other ethanol plants;
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
    
    issues arising in connection with the development and construction of our projects,
including those relating to permits, easements, site conditions, workmanship, process
engineering, and conflicts of interest;
    
    the projected growth or contraction of the ethanol market in which we will operate;
    
    fluctuations in the market price of ethanol;
    
    our business strategy for expanding, maintaining or contracting our presence in this
market and related markets;
    
    the sale of interests in, or entry into, partnerships or joint ventures with respect to
specific projects;
    
    anticipated trends in our financial condition and results of operations;
    
    our ability to distinguish ourselves from our current and future competitors;
    
    changes in or elimination of laws, tariffs, subsidies, trade or other controls or enforcement
practices such as:
 o
    
    national, state or local energy policy;o
    
    federal ethanol tax incentives;o
    
    regulation currently under consideration pursuant to the passage of the
Energy Policy Act of 2005, or Energy Policy Act, which contains a renewable fuel
standard and other legislation mandating the usage of ethanol or other oxygenate
additives;o
    
    state and federal regulation restricting or banning the use of methyl
tertiary butyl ether, or MTBE;o
    
    environmental laws and regulations applicable to our operations and the
enforcement thereof; ando
    
    regulations related to homeland security;
 
    
    changes in weather and general economic conditions;
    
    overcapacity within the ethanol and petroleum production and refining industries;
    
    total United States consumption of gasoline;
    
    availability and costs of products and raw materials, particularly corn, natural gas,
stainless steel and carbon steel;
    
    labor costs;
    
    labor relations;
    
    fluctuations in petroleum prices;
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
    
    our or our employees failure to comply with applicable laws and regulations;
    
    our ability to generate free cash flow to invest in our business and service our indebtedness;
    
    limitations and restrictions contained in the instruments and agreements governing our
and our subsidiaries indebtedness;
    
    changes in interest rates;
    
    our ability to retain key employees;
    
    liability resulting from actual or potential future litigation;
    
    competition with respect to any of our products;
    
    consolidation in the industry;
    
    plant shutdowns or disruptions at our planned plant;
    
    availability of shuttle trains, rail cars, trucks and barges;
    
    risks regarding a loss of or substantial decrease in purchases by our major ethanol
customers or any customer of our by-products;
    
    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
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Summary of Critical Accounting Policies and Estimates
  Allocation of Expenses from the Former Parent
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Results of Operations
 For the three months ended June 30, 2006 as compared to the three months ended June 30, 2007
     For the six months ended June 30, 2006 as compared to the six months ended June 30, 2007
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Liquidity and Capital Resources
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Hereford Facility Project Financing
  18




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Contractual Commitments
  Off-balance
Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
   Interest Rate Risk
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Commodity Price Risk
   
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
    Changes in Internal Control over Financial Reporting
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PART II  OTHER INFORMATION
 
 Item 1A. Risk Factors
 Risks Related to our Company as a Development-Stage Company
 Certain of our managers, officers and employees may have other business and management
responsibilities which may cause conflicts of interest in the allocation of their time and services
to our Company.
  
 Item 6. Exhibits.
 (a)
    
    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.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.
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ExhibitNumber
    
    Description4.4
    
    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.10.1
    
    Letter Agreement, dated as of May 29, 2007, by and between
Panda Hereford Ethanol, L.P. and Société Générale, filed as
Exhibit 10.1 to our Current Report on Form 8-K, filed on June
4, 2007 and incorporated by reference herein.10.2
    
    First Change Order to Turnkey Engineering, Procurement and
Construction Agreement for Ethanol Production Facility, filed
as Exhibit 10.1 to our Current Report on Form 8-K, filed on
June 6, 2007 and incorporated by reference herein.10.3
    
    First Amendment to Financing Agreement and Depositary and
Disbursement Agreement, dated as of June 15, 2007, by and
among Panda Hereford Ethanol, L.P., Société Générale and the
lenders named therein, filed as Exhibit 10.1 to our Current
Report on Form 8-K, filed on June 18, 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:
August 20, 2007
    
    /s/ Michael Trentel

Michael Trentel, Chief Financial Officer(Principal financial officer duly authorized to sign on
behalf of Registrant)
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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.10.1
    
    Letter Agreement, dated as of May 29, 2007, by and between Panda
Hereford Ethanol, L.P. and Société Générale, filed as Exhibit 10.1
to our Current Report on Form 8-K, filed on June 4, 2007 and
incorporated by reference herein.10.2
    
    First Change Order to Turnkey Engineering, Procurement and
Construction Agreement for Ethanol Production Facility, filed as
Exhibit 10.1 to our Current Report on Form 8-K, filed on June 6,
2007 and incorporated by reference herein.10.3
    
    First Amendment to Financing Agreement and Depositary and
Disbursement Agreement, dated as of June 15, 2007, by and among
Panda Hereford Ethanol, L.P., Société Générale and the lenders
named therein, filed as Exhibit 10.1 to our Current Report on Form
8-K, filed on June 18, 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.