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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from      to
 Commission File Number 000-50282
 PANDA ETHANOL, INC.
  Nevada
    
    20-4799979(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)4100 Spring Valley, Suite 1002Dallas, Texas
    
    75244(Address of principal executive offices)
    
    (Zip Code)
 972) 361-1200
 None
  Common Stock, $.001 par value
 o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE:
 None




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##### 



PANDA ETHANOL, INC.
 FORM 10-K/A
 AMENDMENT NO. 1
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
 INDEX
 PagePART IIIItem 10. Directors, Executive Officers and Corporate Governance


1Item 11. Executive Compensation


4Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters


7Item 13. Certain Relationships and Related Transactions, and Director Independence


10Item 14. Principal Accountant Fees and Services


14PART IVItem 15. Exhibits and Financial Statement Schedules


17Certification of Principal Executive OfficerCertification of Principal Financial Officer




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EXPLANATORY NOTE
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  Name
    
    Age
    
    PositionsRobert W. Carter
    
    
    70
    
    
    ChairmanDarol Lindloff
    
    
    69
    
    
    Chief Executive Officer and PresidentNatasha Ray
    
    
    42
    
    
    Chief Financial Officer, Treasurer and
Assistant SecretaryJonathan Quenzer
    
    
    43
    
    
    General Counsel and SecretaryTodd W. Carter
    
    
    40
    
    
    DirectorG. Michael Boswell
    
    
    68
    
    
    DirectorDonnell Brown
    
    
    38
    
    
    DirectorPhilip D. English
    
    
    59
    
    
    Director
 Robert W. Carter
 Darol Lindloff
 Natasha Ray
 1




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Jonathan Quenzer.
 Todd W. Carter
 G. Michael Boswell
 Donnell Brown
 Philip D. English
 2




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Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  Stockholders Nominations for Director Nominees
  Audit Committee
  3




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Item 11. Executive Compensation
 Compensation of Executive Officers
  2007 FISCAL YEAR SUMMARY COMPENSATION TABLE
 NonqualifiedNon-Equity
    
    DeferredStock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherAwards
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalName and Principal Position
    
    Year
    
    Salary ($)
    
    Bonus ($) (1)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Todd W. Carter
    
    
    2007
    
    
    
    277,585
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3)
    
    
    277,585Chief Executive
Officer
    
    
    2006
    
    
    
    69,396
    (4)
    
    
    34,689
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5)
    
    
    104,085Darol S. Lindloff
    
    
    2007
    
    
    
    292,008
    
    
    
    25,833
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    317,841Chief Executive
Officer
    
    
    2006
    
    
    
    48,125
    (6)
    
    
    24,063
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72,188Chief Operating
OfficerFranklin Byrd
    
    
    2007
    
    
    
    180,888
    
    
    
    16,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    197,138Chief Financial
OfficerRobert K. Simmons
    
    
    2007
    
    
    
    264,968
    (7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    264,968Senior Vice
President-
    
    
    2006
    
    
    
    66,242
    (8)
    
    
    33,121
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    99,363FinanceL. Stephen Rizzieri
    
    
    2007
    
    
    
    209,090
    (9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    209,090Chief Legal Officer
and
    
    
    2006
    
    
    
    52,273
    (10)
    
    
    26,136
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,409General Counsel
 
 (1)
    
    Bonus amounts for 2006 covered the full 2006 fiscal year and were based on a full years
employment and salary.(2)
    
    Mr. Carter resigned from Panda Ethanol effective September 1, 2007.(3)
    
    Does not include $65,000 of compensation paid by us to Mr. Carter in connection with his
service as a director. See Compensation of Directors.(4)
    
    Represents amounts paid after the Merger on November 6, 2006. Does not include $34,689 paid
by Panda EthanolDelaware to Mr. Carter from October 1, 2006 to November 6, 2006 and $299,065
paid by Panda Energy to Mr. Carter from January 1, 2006 to September 30, 2006. The aggregate
of all payments of salary by us, Panda EthanolDelaware and Panda Energy to Mr. Carter for
fiscal 2006 equals $403,150.(5)
    
    Does not include any amounts for personal use by Mr. Carter on two occasions, one in January
2006 and one in April 2006, of an aircraft owned by a subsidiary of Panda Energy as any
amounts related to such use were paid in full by Panda Energy and were not reimbursed by us or
Panda EthanolDelaware. Does not include $49,500 of compensation paid by us to Mr. Carter in
connection with his service as a director. Also does not
include $36,500 of compensation paid by Panda Energy to Mr. Carter in fiscal 2006 in
connection with his service as a director.(6)
    
    Represents amounts paid after the Merger on November 6, 2006. Does not include $24,063 paid
by Panda EthanolDelaware to Mr. Lindloff from October 1, 2006 to November 6, 2006 and
$207,396 paid by Panda Energy to Mr. Lindloff from January 1, 2006 to September 30, 2006. The
aggregate of all payments of salary by us, Panda EthanolDelaware and Panda Energy to Mr. Lindloff for fiscal 2006
equals $279,584. 4




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(7)
    
    Mr. Simmons resigned from Panda Ethanol effective September 1, 2007.(8)
    
    Represents amounts paid after the Merger on November 6, 2006. Does not include $33,121 paid
by Panda EthanolDelaware to Mr. Simmons from October 1, 2006 to November 6, 2006 and $285,471
paid by Panda Energy to Mr. Simmons from January 1, 2006 to September 30, 2006. The aggregate
of all payments of salary by us, Panda EthanolDelaware and Panda Energy to Mr. Simmons for
fiscal 2006 equals $384,834.(9)
    
    Mr. Rizzieri resigned from Panda Ethanol effective September 1, 2007.(10)
    
    Represents amounts paid after the Merger on November 6, 2006. Does not include $26,136 paid
by Panda EthanolDelaware to Mr. Rizzieri from October 1, 2006 to November 6, 2006 and
$225,270 paid by Panda Energy to Mr. Rizzieri from January 1, 2006 to September 30, 2006. The
aggregate of all payments of salary by us, Panda EthanolDelaware and Panda Energy to Mr.
Rizzieri for fiscal 2006 equals $303,679.    5




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Compensation of Directors
  2007 FISCAL YEAR DIRECTOR COMPENSATION
 NonqualifiedNon-Equity
    
    DeferredFees Earned
    
    
    
    
    
    
    
    
    
    Incentive Plan
    
    Compensation
    
    All Otheror Paid in
    
    Stock
    
    Option
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalName*
    
    Cash ($)(1)
    
    Awards ($)
    
    Awards ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Robert W. Carter
Chairman
    
    
    95,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    95,000Todd W. Carter
    
    
    65,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65,000G. Michael Boswell
    
    
    93,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    93,500Donnell Brown
    
    
    87,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    87,500Philip D. English
    
    
    87,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    87,500
 
    Compensation Committee Interlocks and Insider Participation
   6




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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 Security Ownership of Certain Beneficial Owners and Management
  Amount and Nature of
    
    Percent ofName and Address of Beneficial Owner
    
    BeneficialOwnership(1)
    
    Class(2)Panda Energy International, Inc.
    
    
    14,623,242
    (3)
    
    
    46.4
    %4100 Spring Valley, Suite 1001
Dallas, TX 75244GLG Partners LP
    
    
    5,018,812
    (4)
    
    
    15.9
    %1 Curzon Street
London W1J 5HB
United KingdomSeneca Capital LP
    
    
    2,247,399
    (5)
    
    
    7.1
    %590 Madison Avenue, 28th Floor
New York, NY 10022FrontPoint Partners, LLC
    
    
    1,830,714
    (6)
    
    
    5.8
    %Two Greenwich Plaza
Greenwich, CT 06830Robert W. Carter (7)
    
    
    4,413
    
    
    
    *Todd W. Carter (7)
    
    
    2,648
    
    
    
    *G. Michael Boswell
    
    
    3,354
    
    
    
    *Donnell Brown
    
    
    3,001
    
    
    
    *Philip D. English
    
    
    3,001
    
    
    
    *Darol Lindloff
    
    
    0
    
    
    
    *Franklin Byrd
    
    
    0
    
    
    
    *Robert K. Simmons
    
    
    0
    
    
    
    *L. Stephen Rizzieri
    
    
    0
    
    
    
    *All directors and executive officers
as a group (8 persons) (7)
    
    
    16,417
    
    
    
    *
 
 *
    
    Less than 1%(1)
    
    Beneficial ownership as reported in the above table has been determined in accordance with
Rule 13d-3 under the Exchange Act. Beneficial ownership information is based on the most
recent Form 3, 4 and 5 and 13D and 13G filings with the SEC and reports made directly to us.
The number of shares shown as beneficially owned includes shares of Common Stock subject to
stock options exercisable within 60 days after April 21, 2008. Except as indicated by
footnote, and subject to community property laws where applicable, the persons named in the
table above have sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them.(2)
    
    The percentages indicated are based on 31,488,977 shares of Common Stock outstanding on April
21, 2008.(3)
    
    Includes 231,297 shares held by Panda Energy Management, LP, a wholly-owned subsidiary of
Panda Energy International, Inc.(4)
    
    Includes 1,670,289 shares held by GLG North American Opportunity Fund, 1,001,848 shares held
by GLG Global Utilities Fund, 2,338,230 shares held by GLG European
Long-Short Fund and 8,445
shares indirectly 7




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owned by GLG Partners LP on behalf of certain managed accounts, which are
managed by GLG Partners LP. GLG Partners LP, an English limited partnership, acts as the investment manager of
certain funds and managed accounts and may be deemed, as of the date hereof, to be the
beneficial owner of the securities held by such funds and managed accounts. GLG Partners
Limited, an English limited company, is the general partner of GLG Partners LP. GLG Partners,
Inc. indirectly owns GLG Partners Limited. Noam Gottesman, Pierre Lagrange and Emmanuel Roman
are each a managing director of GLG Partners Limited. GLG Partners LP, GLG Partners Limited,
GLG Partners, Inc., Noam Gottesman, Pierre Lagrange and Emmanuel Roman do not hold directly
any of our securities or derivative securities with respect thereto, and disclaim any
beneficial ownership of any of such securities reported or excluded herein, except for their
pecuniary interest therein.(5)
    
    Includes 1,415,029 shares held by Seneca Capital International Subsidiary Corp III, 827,606
shares held by Seneca Capital LP and 4,764 shares held by Seneca Capital LP II. Doug Hirsch is
the managing member of the general partner of Seneca Capital LP and Seneca Capital LP II. Mr.
Hirsch is also the sole director of Seneca Capital International Subsidiary Corp III and is
the managing member of the general partner of the investment manager to Seneca Capital
International Subsidiary Corp IIIs sole shareholder. As such, Mr. Hirsch has investment and
voting power for the securities owned by each of Seneca Capital LP, Seneca Capital LP II and
Seneca Capital International Subsidiary Corp III. Mr. Hirsch disclaims beneficial ownership of
these securities except to the extent of his pecuniary interest therein.(6)
    
    Includes 915,207 shares held by FrontPoint Utility and Energy Fund, L.P. and 915,507 shares
held by FrontPoint Energy Horizons Fund, L.P. FrontPoint Energy Horizons Fund GP, LLC is the
general partner of FrontPoint Energy Horizons Fund, L.P. FrontPoint Utility and Energy Fund
GP, LLC is the general partner of FrontPoint Utility and Energy Fund, L.P. FrontPoint Partners
LLC is the managing member of FrontPoint Energy Horizons Fund GP, LLC and FrontPoint Utility
and Energy Fund GP, LLC and as such has voting and dispositive power over these securities.
FrontPoint Partners LLC is an indirect wholly-owned subsidiary of Morgan Stanley.(7)
    
    Robert W. Carter is Chairman of the Board, Chief Executive Officer and owner of 38% of the
outstanding shares of Panda Energy, which owns 14,623,242 shares of our Common Stock. Todd W.
Carter is President and a significant stockholder of Panda Energy. Messrs. Robert Carter and
Todd Carter do not have or share voting or investment power over these shares held by Panda
Energy. 8




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Equity Compensation Plan Information
  (a)
    
    (b)
    
    (c)Number of securitiesremaining available forNumber of securities to
    
    Weighted-average
    
    future issuance underbe issued upon exercise
    
    exercise price of
    
    equity compensation plansof outstanding options,
    
    outstanding options,
    
    (excluding securitiesPlan Category
    
    warrants, and rights
    
    warrants and rights
    
    reflected in column (a))Equity compensation
plans approved by
security holders
    
    
    
    
    
    $
    
    
    
    
    3,333,333Equity compensation
plans not approved
by security holders
    
    
    
    
    
    $
    
    
    
    
    Total
    
    
    
    
    
    $
    
    
    
    
    3,333,333
 9




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Item 13. Certain Relationships and Related Transactions, and Director Independence
 Certain Relationships and Related Transactions
  Transition Services Agreement
   Services to be Provided
 Charges for Services
 Audit Rights
 Limitation on Liability
 Indemnification
 Termination
 
    
    upon the mutual written agreement of the parties;
 10




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
    
    by either of the parties for material breach of any of the terms thereof by the
other party, if the breach was not remedied within 30 days after written notice of
breach was delivered to the defaulting party;
    
    by either party, upon written notice to the other party if we or PEM became
insolvent, made an assignment for the benefit of creditors, or was placed in
receivership, reorganization, liquidation or bankruptcy;
    
    by PEM, upon written notice to us, if, for any reason, the ownership or control of
our company or any of our operations became vested in, or was made subject to the
control or direction of, any direct competitor of PEM (other than pursuant to the
Merger); or
    
    by us, upon written notice to PEM, if for any reason, the ownership or control of
PEM or any of PEMs operations became vested in, or was made subject to the control or
direction of, any of our direct competitors.
  Reimbursement Letter
   
    
    the negotiation, execution and delivery of (a) the Merger Agreement, dated as of May
18, 2006, by and among Panda Ethanol, Inc., Cirracor and Grove Panda Investments, LLC,
(b) the Securities Purchase Agreement, dated as of June 7, 2006, by and among Panda
EthanolDelaware and certain purchasers of its securities, (c) the Registration Rights
Agreement, dated as of June 7, 2006, by and among Panda Ethanol, Inc., Panda Energy and
certain purchasers of our securities, and (d) any other documents or agreements entered
into in connection with the transactions contemplated under the Securities Purchase
Agreement; and
    
    ethanol project development activities up to the date on which Panda
EthanolDelaware closed its senior debt and subordinated debt financing of the Hereford
facility.
  
    
    Haskell facility: $1.2 million
    
    Yuma facility: $1.4 million
    
    Sherman facility: $0.4 million
    
    Other facilities: $1.3 million.
  11




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Lease of Office Space
  Services Agreement
  Services to be Provided
 Charges for Services
 Audit Rights
 Limitation on Liability
 Indemnification
 Termination
 
    
    notice by either party; or
    
    September 1, 2009.
 12




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Registration Rights Agreement
  Loan Agreement
      13




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Other Transactions
  Director Independence
    
    
    Robert W. Carter has served as Chairman of the Board and Chief Executive Officer of
Panda Energy since 1995, and he owns 38% of Panda Energys outstanding shares; and
    
    Todd W. Carter has served as President of Panda Energy since September 1, 2007 and
served as President of Panda Energy from July 2000 to December 2004 and as President of
Panda Development Corporation, a division of Panda Energy from December 2004 to
September 30, 2006.
 
 Item 14. Principal Accountant Fees and Services
  14




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Fees paid to Deloitte & Touche LLP
  Fiscal year ended
    
    
    Fiscal Year endedDecember 31,
    
    
    December 31,2007
    
    
    2006Audit Fees (a)
    
    $
    410,344
    
    
    $
    155,000Audit-Related Fees (b)
    
    
    75,000
    
    
    
    10,000Tax Fees (c)
    
    
    307,177
    
    
    
    All Other Fees (d)
    
    
    
    
    
    
    1,599Total
    
    $
    792,521
    
    
    $
    166,599
 
 (a)
    
    Fees for audit services include fees associated with the reviews of Panda Ethanols quarterly
financial statements and the audit of Panda Ethanols annual financial statements. Fees for
audit services in 2006 also include $90,000 in fees for the audit of Panda EthanolDelawares
financial statements for the years ended December 31, 2004 and 2005.(b)
    
    Audit-related fees in 2007 were associated with Panda Ethanols withdrawn private offering of
$140 million senior notes. Audit-related fees in 2006 principally include accounting fees
incurred related to our Definitive Proxy Statement relating to the Merger, filed on
October 25, 2006.(c)
    
    Tax fees, when incurred, include tax compliance and tax planning.(d)
    
    Represents amounts paid for a subscription to Deloitte & Touche LLPs online technical
accounting research library.  15




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Fees paid to Stonefield Josephson, Inc.
  Fiscal year
    
    
    Fiscal yearended
    
    
    endedDecember 31,
    
    
    December 31,(in thousands)
    
    2007
    
    
    2006Audit Fees (a)
    
    $
    
    
    
    $
    15,519Audit-Related Fees (b)
    
    
    
    
    
    
    14,306Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total
    
    $
    
    
    
    $
    29,825
 
 (a)
    
    Fees for audit services in 2006 include fees associated with the reviews of our quarterly
reports on Form 10-QSB, the audit of our September 30, 2005 Annual Report on Form 10-KSB and
for services in connection with an SEC comment letter and amendment to Cirracors September
30, 2005 Annual Report on Form 10-KSB.(b)
    
    Audit-related fees principally include accounting consultations fees incurred related to our
registration statement on Form S-3 filed with the SEC on January 10, 2007, our Definitive
Proxy Statement relating to the Merger, filed on October 25, 2006, and our transitional report
on Form 10-QT. Audit-related fees also include fees incurred in connection with the change in
accountants. Pre-Approval of Independent Registered Public Accounting Firm Fees and Services Policy
  16




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Part IV
 Item 15. Exhibits and Financial Statement Schedules
 
 EXHIBIT INDEX
 ExhibitNumber
    
    Description31.1(1)
    
    Certification of Principal Executive Officer.31.2(1)
    
    Certification of Principal Financial Officer.
 
 (1)
    
    Filed herewith. 17




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SIGNATURES
   PANDA ETHANOL, INC./s/    Darol LindloffDarol Lindloff,Chief Executive Officer and President




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EXHIBIT INDEX
 ExhibitNumber
    
    Description31.1(1)
    
    Certification of Principal Executive Officer.31.2(1)
    
    Certification of Principal Financial Officer.
 
 (1)
    
    Filed herewith.