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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM
10-QSB/A
 
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006
 OR
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 000-50842
 
 Earth Biofuels, Inc.
  
 Delaware
    
    71-0915825(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification Number)
 3001 Knox Street, Suite 403
Dallas, TX 75205
 (214) 389-9800
 þ o
 o þ
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##### 



EARTH BIOFUELS, INC.
TABLE OF CONTENTS
FORM 10-QSB QUARTERLY REPORT
 PART I FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsRestated Consolidated Balance Sheets at June 30, 2006 (unaudited) and December 31, 2005Restated Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2006 and 2005 (unaudited)Restated Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2006 and 2005 (unaudited)Notes to Restated Consolidated Financial Statements (unaudited)Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3.
    
    Controls and ProceduresPART II OTHER INFORMATIONItem 1.
    
    Legal ProceedingsItem 2.
    
    Unregistered Sales of Equity Securities and Use of ProceedsItem 3.
    
    Defaults upon Senior SecuritiesItem 4.
    
    Submission of Matters to a Vote of Security HoldersItem 5.
    
    Other InformationItem 6.
    
    ExhibitsSignaturesCertification of CEO Pursuant to Rule 13a-14(a)Certification of CFO Pursuant to Rule 13a-14(a)Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906
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EARTH BIOFUELS, INC.
 
   June 30,
    
    
    December 31,2006
    
    
    2005ASSETS
    
    
    (Restated)Current AssetsCash and cash equivalents
    
    $
    385,822
    
    
    $
    82,093Trade accounts receivable, net
    
    
    405,149
    
    
    
    253,376Accounts receivable  tax credits
    
    
    
    
    
    
    374,381Advances to related parties
    
    
    160,253
    
    
    
    Inventory
    
    
    174,035
    
    
    
    131,391Loan costs
    
    
    975,000
    
    
    
    Prepaid expenses & other current assets
    
    
    248,521
    
    
    
    40,401Total Current Assets
    
    
    2,348,780
    
    
    
    881,642Property and equipment, net
    
    
    11,568,241
    
    
    
    455,419Investment
    
    
    375,000
    
    
    
    Investment  related party
    
    
    100,000
    
    
    
    Advances on investments
    
    
    12,695,000
    
    
    
    Goodwill
    
    
    3,981,280
    
    
    
    3,981,280Other assets
    
    
    383,171
    
    
    
    261,384Total Assets
    
    $
    31,451,472
    
    
    $
    5,579,725LIABILITIES AND STOCKHOLDERS DEFICITCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    1,575,242
    
    
    $
    763,215Shares payable
    
    
    25,000
    
    
    
    4,210,248Payables to related parties
    
    
    
    
    
    
    1,442,569Property, sales and payroll taxes payable
    
    
    12,643Payable from asset acquisition
    
    
    1,100,054
    
    
    
    Short term convertible debt, net of debt discount of $14,067,132
    
    
    3,575,371
    
    
    
    Derivative liability
    
    
    27,922,792
    
    
    
    Other current liabilities
    
    
    
    
    
    
    98,021Total Current Liabilities
    
    
    34,198,459
    
    
    
    6,526,696Stockholders DeficitCommon stock, $.001 par value, 250,000,000 shares authorized, 195,113,882 and 161,591,036 shares issued and
outstanding at June 30, 2006 and December 31, 2005
    
    
    195,114
    
    
    
    161,591Additional paid-in capital
    
    
    28,618,789
    
    
    
    9,499,709Deferred compensation
    
    
    
    
    
    
    (98,500
    )Accumulated deficit
    
    
    (31,560,890
    )
    
    
    (10,509,771
    )Total Stockholders Deficit
    
    
    (2,746,987
    )
    
    
    (946,971
    )Total Liabilities and Stockholders Deficit
    
    $
    31,451,472
    
    
    $
    5,579,725
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EARTH BIOFUELS, INC.
 
   Three Months Ended June 30,
    
    
    Six Months Ended June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(Restated)
    
    
    
    
    
    (Restated)Revenues:Sales revenue
    
    $
    2,395,552
    
    
    $
    440,742
    
    
    $
    3,895,890
    
    
    $
    672,523Energy production credits
    
    
    512,371
    
    
    
    
    
    
    
    898,152
    
    
    
    Total revenues
    
    
    2,907,923
    
    
    
    440,742
    
    
    
    4,794,042
    
    
    
    672,523Cost of sales
    
    
    2,619,431
    
    
    
    370,137
    
    
    
    4,386,687
    
    
    
    554,901Gross profit
    
    
    288,492
    
    
    
    70,605
    
    
    
    407,355
    
    
    
    117,622Share-based compensation
    
    
    7,035,789
    
    
    
    
    
    
    
    11,651,739
    
    
    
    Other selling, general and administrative
    
    
    4,609,592
    
    
    
    140,365
    
    
    
    6,588,242
    
    
    
    228,964Depreciation and amortization
    
    
    6,761
    
    
    
    695
    
    
    
    11,358
    
    
    
    1,290Net loss from operations
    
    
    (11,363,650)
    
    
    
    (70,455
    )
    
    
    (17,843,984
    )
    
    
    (112,632
    )Other income (expense)
Interest income
    
    
    9,143
    
    
    
    
    
    
    
    9,143
    
    
    
    Loss on derivatives
    
    
    (400,862
    )
    
    
    
    
    
    
    (400,862
    )
    
    
    Interest expense
    
    
    (2,801,030
    )
    
    
    
    
    
    
    (2,801,030
    )
    
    
    Other expenses
    
    
    (14,386
    )
    
    
    
    
    
    
    (14,386
    )
    
    
    Total other income (expense)
    
    
    (3,207,135
    )
    
    
    
    
    
    
    (3,207,135
    )
    
    
    Net loss
    
    $
    (14,570,785
    )
    
    $
    (70,455
    )
    
    $
    (21,051,119
    )
    
    $
    (112,632
    )Net loss per common share:Basic and diluted:Net loss
    
    $
    (0.08
    )
    
    $
    (0.00
    )
    
    $
    (0.12
    )
    
    $
    (0.00
    )Weighted average shares:Basic and diluted
    
    
    188,630,446
    
    
    
    146,100,000
    
    
    
    177,804,694
    
    
    
    146,100,000
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EARTH BIOFUELS, INC.
 
   Six Months Ended June 30,2006
    
    
    2005(Restated)Cash Flows from Operating Activities:Net Loss
    
    $
    (21,051,119
    )
    
    $
    (112,632
    )Non-cash Items Included in Net Loss:Depreciation
    
    
    11,358
    
    
    
    1,290Loss on derivatives
    
    
    400,862
    
    
    
    Share-based interest expense
    
    
    25,000
    
    
    
    Debt discount amortization
    
    
    2,549,502
    
    
    
    Deferred compensation
    
    
    98,500
    
    
    
    Shares issued for employee compensation
    
    
    688,000
    
    
    
    Shares issued for services
    
    
    10,963,739
    
    
    
    Changes in assets and liabilities:Decrease (increase) in:Trade accounts receivable
    
    
    222,608
    
    
    
    (59,341
    )Notes receivable
    
    
    (100,156
    )
    
    
    Inventory
    
    
    (42,644
    )
    
    
    20,826Prepaid expenses & other current assets
    
    
    (401,192
    )
    
    
    Other Assets
    
    
    5,944
    
    
    
    Increase (decrease) in:Accounts payable and accrued expenses
    
    
    843,866
    
    
    
    (35,038
    )Property, sales and payroll taxes payable
    
    
    
    
    
    
    9,041Income taxes payable
    
    
    
    
    
    
    5,823Related party advances
    
    
    (1,141,822
    )
    
    
    254,345Net cash provided by (used in) operating activities
    
    
    (6,927,554
    )
    
    
    84,314Cash Flows From Investing Activities:Cash paid for investment
    
    
    (375,000
    )
    
    
    Cash paid for investment in related party
    
    
    (100,000
    )
    
    
    Cash paid for advances on investments
    
    
    (12,695,000
    )
    
    
    Cash paid for purchases of fixed assets
    
    
    (2,866,794
    )
    
    
    (109,981
    )Net cash used in investing activities
    
    
    (16,036,794
    )
    
    
    (109,981
    )Cash Flows From Financing Activities:Proceeds from issuance of common stock
    
    
    6,743,077
    
    
    
    Proceeds from issuance of short term convertible debt
    
    
    17,500,000
    
    
    
    Capital contributions
    
    
    
    
    
    
    50,000Cash paid for debt issuance cost
    
    
    (975,000
    )
    
    
    Net cash provided by financing activities
    
    
    23,268,077
    
    
    
    50,000Net increase (decrease) in cash
    
    
    303,729
    
    
    
    24,333Cash and cash equivalentsBeginning of period
    
    
    82,093
    
    
    
    10,903End of period
    
    $
    385,822
    
    
    $
    35,236Supplemental Cash Flow Disclosures:Cash paid for income taxes
    
    $
    
    
    
    $
    Cash paid for interest
    
    
    
    
    
    
    Non-cash activity:Value of shares issued to acquire assets of Southern Biofuels
    
    
    7,157,333
    
    
    
    Value of shares issued to acquire Distribution Drive
    
    
    4,210,248
    
    
    
    Debt discount related to beneficial conversion features
    
    
    1,610,000
    
    
    
    
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EARTH BIOFUELS, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
 1.
    
    BASIS OF PRESENTATION
  2.
    
    RESTATEMENT
   As Reported
    
    
    
    
    
    
    As Restated
    
    
    As Reported
    
    
    
    
    
    
    As RestatedFor the Three and
    
    for the Three
    
    
    
    
    
    
    for the Three
    
    
    for the Six
    
    
    
    
    
    
    for the SixSix months Ended
    
    Months Ended
    
    
    Amount of
    
    
    Months Ended
    
    
    Months Ended
    
    
    Amount of
    
    
    Months EndedJune 30, 2006
    
    June 30, 2006
    
    
    Adjustment
    
    
    June 30, 2006
    
    
    June 30, 2006
    
    
    Adjustment
    
    
    June 30, 2006Prepaid expenses
and other current
assets
    
    $
    1,935,619
    
    
    
    (1,687,099
    )
    
    $
    248,521
    
    
    $
    1,935,619
    
    
    
    (1,687,099
    )
    
    $
    248,521Compensation,
including share
based compensation
    
    $
    5,348,690
    
    
    
    1,687,099
    
    
    $
    7,035,789
    
    
    $
    9,964,640
    
    
    
    1,687,099
    
    
    $
    11,651,739Net loss from
operations
    
    
    ($9,676,551
    )
    
    
    (1,687,099
    )
    
    
    ($11,363,650
    )
    
    
    ($16,156,885
    )
    
    
    (1,687,099
    )
    
    
    ($17,843,984
    )Net Loss
    
    
    ($12,883,686
    )
    
    
    (1,687,099
    )
    
    
    ($14,570,785
    )
    
    
    ($19,364,020
    )
    
    
    (1,687,099
    )
    
    
    ($21,051,119
    )Net loss per common
share: Basic and
Diluted
    
    
    ($0.07
    )
    
    
    (.01
    )
    
    
    ($0.08
    )
    
    
    ($0.11
    )
    
    
    (.01
    )
    
    
    ($0.12
    )Accumulated deficit
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    ($29,873 791
    )
    
    
    (1,687,099
    )
    
    
    ($31,560,890
    )
  3.
    
    ASSET ACQUISITIONS
  4.
    
    INVESTMENTS
    5.
    
    SHORT TERM CONVERTIBLE DEBT AND WARRANTS
   6




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6.
    
    EQUITY TRANSACTIONS
     7




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7.
    
    ADVANCES
      8




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8.
    
    RELATED PARTY TRANSACTIONS
       10
     9




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9.
    
    DERIVATIVES
 Accounting for Derivative Instruments and Certain Hedging Activities
  May 26,
    
    
    June 30,2006
    
    
    2006
    
    
    Gain (loss)Convertible debt
    
    $
    20,389,299
    
    
    $
    18,664,029
    
    
    $
    1,725,270Warrants
    
    
    9,313,424
    
    
    
    9,258,763
    
    
    
    54,661Loss recognized upon initial fair value of derivative instruments in existence on May 26, 2006
    
    
    (2,180,793
    )
    
    
    
    
    
    
    (2,180,793
    )Total
    
    $
    27,521,930
    
    
    $
    27,922,792
    
    
    $
    (400,862
    )
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Risk FreeIssue Date
    
    Volatility
    
    Rate
    
    Market Price
    
    Term in YearsAt May 26, 2006 for:1Q 2006 convertible debt
    
    
    1/27/2006
    
    
    
    491
    %
    
    
    5.0
    %
    
    $
    3.24
    
    
    
    0.921Q 2006 convertible debt
    
    
    1/30/2006
    
    
    
    491
    %
    
    
    5.0
    %
    
    $
    3.24
    
    
    
    0.921Q 2006 convertible debt
    
    
    3/29/2006
    
    
    
    491
    %
    
    
    5.0
    %
    
    $
    3.24
    
    
    
    0.921Q 2006 convertible debt
    
    
    3/31/2006
    
    
    
    491
    %
    
    
    5.0
    %
    
    $
    3.24
    
    
    
    0.922Q 2006 convertible debt
    
    
    5/4/2006
    
    
    
    491
    %
    
    
    5.0
    %
    
    $
    3.24
    
    
    
    12Q 2006 convertible debt
    
    
    5/26/2006
    
    
    
    159
    %
    
    
    5.0
    %
    
    $
    3.24
    
    
    
    0.252Q 2006 warrants
    
    
    5/4/2006
    
    
    
    491
    %
    
    
    5.0
    %
    
    $
    3.24
    
    
    
    52Q 2006 warrants
    
    
    5/26/2006
    
    
    
    491
    %
    
    
    5.0
    %
    
    $
    3.24
    
    
    
    5At Issuance date for:2Q 2006 convertible debt
    
    
    6/2/2006
    
    
    
    487
    %
    
    
    4.98
    %
    
    $
    2.51
    
    
    
    0.922Q 2006 convertible debt
    
    
    6/7/2006
    
    
    
    163
    %
    
    
    5.05
    %
    
    $
    2.60
    
    
    
    0.252Q 2006 warrants
    
    
    6/7/2006
    
    
    
    483
    %
    
    
    5.05
    %
    
    $
    2.60
    
    
    
    5Prices and average rates at June 30, 2006:June 30, 2006
    
    
    
    
    
    
    379
    %
    
    
    5.2
    %
    
    $
    2.92
 10.
    
    SUBSEQUENT EVENTS
       11




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Cautionary Note Regarding Forward-Looking Statements
  Overview
    12




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Second Quarter Highlights
 The following are certain highlights that occurred during the second quarter:
 
    
    Our total revenue during the three months ended June 30, 2006 was $2.9 million and related to sales of biodiesel, food and beverages.
 
    
    We have entered into letter of intent and are currently in discussions relating to our entry into three separate joint ventures to purchase, construct,
expand and/or retrofit ethanol facilities in Plaquemines Parish, Louisiana, and in Martin County, North Carolina and a biodiesel production facility in
Houston, Texas. Our obligations set forth in these letters of intent are subject to the negotiation and execution of definitive documentation. We can make
no assurances that the final terms of any of these transaction will conform to the terms of the letters of intent or that the parties will even enter into definitive
documents.
 
    
    During the second quarter of 2006, we received net proceeds of $14.0 million from the issuance of $15.0 million aggregate principal amount of senior
convertible notes. We used the net proceeds from the sale, in concert with other funds, to
continue to execute our business plan, specifically the
construction or acquisition of additional biodiesel and ethanol facilities, and for other
general corporate purposes, including working capital. These notes
were repaid in full using a portion of the net proceeds from our issuance of $52.5 million
aggregate principal amount of senior convertible notes in
July 2006.
 Recent Developments
    Critical Accounting Policies and Estimates
  Revenue Recognition.
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Business Combinations.
 Results of Operations   Six Months Ended June 30, 2006 Compared to the Six Months Ended June 30, 2005
 Revenue.
 Cost of Sales.
 Share-Based Compensation. Share-Based Payment
 Other Selling, General and Administrative Expenses.
 Depreciation and Amortization
 Interest Income. .
 Loss on Derivatives.
 Interest Expense.
 Three Months Ended June 30, 2006 Compared to the Three Months Ended June 30, 2005
 Revenue.
 Cost of Sales.
 14




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Share-Based Compensation.
 Other Selling, General and Administrative Expenses.
 Depreciation and Amortization
 Interest Income. .
 Loss on Derivatives.
 Interest Expense Related to Derivatives.
 Liquidity and Capital Resources
 Overview.
     15




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Issuance of Equity.
      16




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Convertible Note Transactions.
 The note and
corresponding guarantee were subsequently cancelled by the holder in connection with Apollo
Resources closing on July 21, 2006 of a securities purchase agreement with Greenwich Power.
   17




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18




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Capital Expenditures
 Eastern Shelf Investment
 Truckers Corner.
 Blue Wireless Investment
 Durant, Oklahoma Facility.
  Greenville, Mississippi.
 Earth Biofuels Technology Company.
  19




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Planned Acquisitions.
 New Orleans Facility
    
    Houston Facility
    
    North Carolina FacilityLocation
    
    Plaquemines Parish,
Louisiana
    
    Houston Shipping Channel,
Houston, Texas
    
    Martin County, North
CarolinaOwnership
    
    
    50%
    
    
    
    51%
    
    
    
    51%Anticipated closing month
    
    August 2006
    
    August 2006
    
    August 2006Purchase PriceCash
    
    $50,000,000 plus
assumption of debt
    
    $
    2,500,000
    
    
    $
    25,000,000Shares of our Common Stock
    
    
    5,829,005
    
    
    1,500,000
    
    5% of shares of common
stock of Earth Ethanol, Inc.Months scheduled to be completed
    
    12-14 months
    
    1 month
    
    Phase I: 12-14 months
Phase II: 6 months after
Phase IAnnual capacity (MMPGY)
    
    
    60-80
    
    
    
    10-20
    
    
    Phase I: 55
 Phase II: additional 50-55
 New Orleans Facility
     20




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Houston Facility
      Martin County, North Carolina
     21




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San Antonio, Texas Facility
  Off-Balance Sheet Arrangements
  
 ITEM 3. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
    Changes in Internal Control over Financial Reporting
  22




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PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
         23




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
    
    On May 4, 2006, we issued a $1.0 million convertible, secured
promissory note, bearing interest at 7%, payable within thirty days
upon demand by the holder, and convertible into shares of our common
stock at a conversion price of $1.086 per share. We also issued the
investor a warrant to purchase 920,810 shares of our common stock,
exercisable until May 31, 2001 at the lesser of $2.00 per share or 80%
of the average trading price of our common stock for the thirty
trading days prior to the exercise of the warrant. We used the net
proceeds from the sale in connection with our biodiesel and ethanol
plant acquisition strategy and for other general corporate purposes.
We granted the noteholder certain registration rights with respect to
the shares of common stock underlying the convertible note and the
warrant. The note and warrant and a corresponding guarantee given by
Apollo Resources, our majority stockholder, were subsequently
cancelled by the holder in connection with Apollo Resources closing
on July 21, 2006 of a securities purchase agreement with Greenwich
Power.
    
    On May 26, 2006, we issued $5.0 million principal amount of 8% senior
convertible promissory notes to a single institutional investor. The
notes carried an 8% coupon, payable quarterly, and were redeemable by
us at par at any time prior to their initial maturity date in August
2006. The notes were not convertible until after August 2006, at which
time the maturity date was extendable to November 2006 at the holders
option. The notes were convertible into our common stock at a
conversion price equal to the greater of $1.00 per share or 75% of the
weighted average price per share of our common stock on a five-day
volume weighted average prior to closing. We also issued five-year
warrants to purchase 750,000 shares of common stock to the investor
and five-year warrants to purchase 18,750 shares of common stock to
our placement agent, both at an exercise price of $3.84 per share. We
used the net proceeds from the sale in connection with our biodiesel
and ethanol plant acquisition strategy and for other general corporate
purposes. We granted the investor certain registration rights with
respect to the shares of common stock issuable upon conversion of the
convertible notes and exercise of the warrants. The remaining unpaid
principal and accrued and unpaid interest on these notes were repaid
in full with a portion of the net proceeds from the senior convertible
promissory notes we issued in July 2006. The warrants remain
outstanding.
    
    On June 2, 2006, we issued a convertible note with a principal amount
of $500,000 to one individual. The note bore interest at 8% per year,
which was payable on July 28, 2006, August 28, 2006, January 28, 2007
and April 28, 2007. The note had a maturity date of April 28, 2007.
The note was convertible into shares of our common stock at a
conversion price equal to the lesser of $0.50 per share or 70% of the
weighted average price per share of our common stock. We used the net
proceeds from the sale in connection with our biodiesel and ethanol
plant acquisition strategy and for other general corporate purposes.
We granted the noteholder certain registration rights with respect to
the shares of common stock underlying the convertible notes. On July
13, 2006, the holder of the note exercised its option to convert the
notes, and we issued an aggregate of 1,000,000 shares of our common
stock to such holder in exchange for the cancellation of the note.
    
    On June 7, 2006, we issued $10 million aggregate principal amount of
senior convertible notes to four institutional investors. The notes
carried an 8% coupon, payable quarterly, and were redeemable by us at
par at any time prior to their initial maturity date in September
2006. The notes were not convertible until after September 2006, at
which time the maturity date was extendable to December 2006 at the
holders option. The notes were convertible into our common stock at a
conversion price equal to the greater of $1.00 per share or 70% of the
weighted average price per share of our common stock on a five-day
volume weighted average prior to closing. We also issued to the
investors five-year warrants to purchase an aggregate of 1,500,000
shares of common stock to the investors and five-year warrants to
purchase 45,000 shares of common stock to our placement agent, at an
exercise price of $2.93 per share. We used the net proceeds from the
sale, in concert with other funds, to continue to execute our business
plan, specifically the construction or acquisition of additional
biodiesel and ethanol facilities, and for other general corporate
purposes, including working capital. We granted the investor certain
registration rights with respect to the shares of common stock
underlying the convertible notes and warrants. The remaining unpaid
principal and accrued and unpaid interest on these notes were repaid
in full with a portion of the net proceeds from the senior convertible
promissory
notes we issued in July 2006. The warrants remain outstanding.
 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  24




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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
 Appointment of New Director
  Approval of 2006 Stock Option and Award Plan
  
 ITEM 6. EXHIBITS
 ExhibitNo.
    
    Description3.1
    
    Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Quarterly
Report on Form 10-QSB for the period ending September 30, 2005 filed by Earth Biofuels,
Inc. with the SEC on November 23, 2005).3.2
    
    Certificate of Amendment to Certificate of Incorporation (incorporated by reference to
Exhibit A to the Information Statement on Schedule 14C filed by Earth Biofuels, Inc.
with the SEC on July 11, 2006).3.3
    
    Bylaws of Earth Biofuels, Inc. (incorporated by reference to Exhibit 3.2 to the
Quarterly Report on Form 10-QSB for the period ending September 30, 2005 filed by Earth
Biofuels, Inc. with the SEC on November 23, 2005).**4.1
    
    Specimen Certificate for shares of Common Stock of the Earth Biofuels, Inc.**10.1
    
    Indemnification Agreement dated September 13, 2005 by and between Meadow Springs, Inc,
(as predecessor to Earth Biofuels, Inc.) and Dennis G. McLaughlin, III.**10.2
    
    Indemnification Agreement dated September 13, 2005 by and between Meadow Springs, Inc,
(as predecessor to Earth Biofuels, Inc.) and Tommy W. Johnson.
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ExhibitNo.
    
    Description**10.3
    
    Indemnification Agreement dated September 29, 2005 by and between Meadow Springs, Inc. (as predecessor to Earth Biofuels, Inc.)
and William O. Luckett, Jr.**10.4
    
    Indemnification Agreement dated September 29, 2005 by and between Meadow Springs, Inc. (as predecessor to Earth Biofuels, Inc.)
and Morgan Freeman.**10.5
    
    Indemnification Agreement dated September 29, 2005 by and between Meadow Springs, Inc. (as predecessor to Earth Biofuels, Inc.)
and Bruce Blackwell.**10.6
    
    Lease Agreement dated October 2005 by and between R. Bruce Blackwell and Earth Biofuels, LLC.**10.7
    
    Intercompany Credit Agreement dated January 1, 2006 by and between Earth Biofuels, Inc. and Apollo Resources International, Inc.**10.8
    
    Registration Rights Agreement dated January 27, 2006 by and between Earth Biofuels, Inc. and Tom Groos.**10.9
    
    Earth Biofuels, Inc. Convertible Promissory Note dated January 27, 2006 issued by Earth Biofuels, Inc. in favor of Tom Groos.**10.10
    
    Registration Rights Agreement dated January 30, 2006 by and between Earth Biofuels, Inc. and Marc Weill.**10.11
    
    Earth Biofuels, Inc. Convertible Promissory Note dated January 30, 2006 issued by Earth Biofuels, Inc. in favor of Marc Weill.**10.12
    
    Membership Interest Purchase Agreement dated March 1, 2006 by and between Earth Biofuels, Inc. and Dr. Miguel J. Dabdoub.**10.13
    
    Registration Rights Agreement dated March 29, 2006 by and between Earth Biofuels, Inc. and Josh Cohen.**10.14
    
    Earth Biofuels, Inc. Convertible Promissory Note dated March 29, 2006 issued by Earth Biofuels, Inc. in favor of Josh Cohen.**10.15
    
    Registration Rights Agreement dated March 31, 2006 by and between Earth Biofuels, Inc. and Tom Groos.**10.16
    
    Earth Biofuels, Inc. Convertible Promissory Note dated March 31, 2006 issued by Earth Biofuels, Inc. in favor of Tom Groos.**10.17
    
    Letter of Intent dated June 13, 2006 by and between Earth Biofuels, Inc. and HPS Development, L.L.C.**10.18
    
    Agreement dated August 2, 2006 by and between Earth Biofuels, Inc. and HPS Development, L.L.C.10.19
    
    Securities Purchase Agreement dated April 28, 2006, by and among Earth Biofuels, Inc. and the buyers listed on the schedule
thereto (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by Earth Biofuels, Inc. with the SEC
on May 10, 2006).10.20
    
    Registration Rights Agreement dated April 28, 2006 by and among Earth Biofuels, Inc. and the buyers listed on the schedule
thereto (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed by Earth Biofuels, Inc. with the SEC
on May 10, 2006).**10.21
    
    Registration Rights Agreement dated May 4, 2006 by and between Earth Biofuels, Inc. and Greenwich Power, L.L.C.
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ExhibitNo.
    
    Description**10.22
    
    Convertible Secured Promissory Note-Bridge Loan dated May 4, 2006 issued by Earth Biofuels, Inc. in favor of Greenwich Power, L.L.C.**10.23
    
    Warrant to Purchase Shares of Common Stock of Earth Biofuels, Inc. dated May 4, 2006 issued to Greenwich Power, L.L.C.**10.24
    
    Unconditional Guaranty of Payment and Performance dated May 4, 2006 executed by Apollo Resources International, Inc. in favor of
Greenwich Power, L.L.C.**10.25
    
    Letter of Intent dated May 13, 2006 by and between Earth Biofuels, Inc. and Vertex Energy, LP.10.26
    
    Securities Purchase Agreement dated May 26, 2006 by and between Earth Biofuels, Inc. and the purchasers listed on the schedule
thereto (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by Earth Biofuels, Inc. with the SEC on
May 31, 2006).**10.27
    
    Amended and Restated Securities Purchase Agreement dated May 26, 2006 by and between Earth Biofuels, Inc. and the purchasers listed
on the schedule thereto.10.28
    
    Warrant No. 1 to Purchase Common Stock of Earth Biofuels, Inc. dated May 26, 2006, issued to Evolution Master Fund, Ltd.
(incorporated by reference to Exhibit 4.3 of the Current Report on Form 8-K filed by Earth Biofuels, Inc. with the SEC on May 31,
2006).**10.29
    
    Warrant No. 1r to Purchase Common Stock of Earth Biofuels, Inc. dated May 26, 2006 issued to Evolution Master Fund, Ltd.**10.30
    
    Warrant No. 2 to Purchase Common Stock of Earth Biofuels, Inc. dated May 26, 2006 issued to Cowen & Company LLC.10.31
    
    8% Senior Convertible Note dated May 26, 2006 issued by Earth Biofuels, Inc. in favor of Evolution Master Fund, Ltd. (incorporated
by reference to Exhibit 4.2 of the Current Report on Form 8-K filed by Earth Biofuels, Inc. with the SEC on May 31, 2006).10.32
    
    Registration Rights Agreement dated May 26, 2006 by and between Earth Biofuels, Inc. and the purchasers listed on the signature
pages thereto (incorporated by reference to Exhibit 4.4 of the Current Report on Form 8-K filed by Earth Biofuels, Inc. with the
SEC on May 31, 2006).**10.33
    
    Amended and Restated Registration Rights Agreement dated May 26, 2006 by and between Earth Biofuels, Inc. and the purchasers listed
on the signature pages thereto.**10.34
    
    Registration Rights Agreement dated June 2, 2006 by and between Earth Biofuels, Inc. and Marc Weill.**10.35
    
    Earth Biofuels, Inc. Convertible Promissory Note dated June 2, 2006 issued by Earth Biofuels, Inc. in favor of Marc Weill.**10.36
    
    Convertible Promissory Note, dated May 31, 2006, made by Albemarle Bio-Refinery, Inc. in favor of Earth Biofuels, Inc.**10.37
    
    Convertible Promissory Note, dated July 19, 2006, made by Albemarle Bio-Refinery, Inc. in favor of Earth Biofuels, Inc.10.38
    
    Securities Purchase Agreement dated June 7, 2006 by and among Earth Biofuels, Inc. and the purchasers listed on the schedule
thereto (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by Earth Biofuels, Inc. with the SEC on
June 12, 2006).
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ExhibitNo.
    
    Description10.39
    
    Registration Rights Agreement dated June 7, 2006, by and among Earth Biofuels, Inc. and the purchasers listed on the schedule
thereto (incorporated by reference to Exhibit 4.8 of the Current Report on Form 8-K filed by Earth Biofuels, Inc. with the SEC
on June 12, 2006).10.40
    
    Warrant No. 1 to Purchase Common Stock of Earth Biofuels, Inc. dated June 7, 2006 issued to Capital Ventures International
(incorporated by reference to Exhibit 4.6 of the Current Report on Form 8-K filed by Earth Biofuels, Inc. with the SEC on June
12, 2006).**10.41
    
    Warrant No 1r to Purchase Common Stock of Earth Biofuels, Inc. dated June 7, 2006 issued to Capital Ventures International.10.42
    
    8% Senior Convertible Note dated June 7, 2006 issued by Earth Biofuels, Inc. in favor of Capital Ventures International
(incorporated by reference to Exhibit 4.3 of the Current Report on Form 8-K filed by Earth Biofuels, Inc. with the SEC on June
12, 2006).10.43
    
    Warrant No. 1 to Purchase Common Stock of Earth Biofuels, Inc. dated June 7, 2006 issued to Castlerigg Master Investments Ltd.
(incorporated by reference to Exhibit 4.5 of the Current Report on Form 8-K filed by Earth Biofuels, Inc. with the SEC on June
12, 2006)10.44
    
    8% Senior Convertible Note dated June 7, 2006 issued by Earth Biofuels, Inc. in favor of Castlerigg Master Investments, Ltd
(incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed by Earth Biofuels, Inc. with the SEC on June
12, 2006).10.45
    
    Warrant No. 1 to Purchase Common Stock of Earth Biofuels, Inc. dated June 7, 2006 issued to Radcliffe SPC, Ltd for and on
behalf of the Class A Convertible Crossover Segregated Portfolio (incorporated by reference to Exhibit 4.7 of the Current
Report of Form 8-K filed by Earth Biofuels, Inc. with the SEC on June 12, 2006)**10.46
    
    Warrant No 1r to Purchase Common Stock of Earth Biofuels, Inc. dated June 7, 2006 issued to Radcliffe SPC, Ltd. for and on
behalf of the Class A Convertible Crossover Segregated Portfolio.10.47
    
    8% Senior Convertible Note dated June 7, 2006 issued by Earth Biofuels, Inc. in favor of Radcliffe SPC, Ltd. for and on the
behalf of the Class A Convertible Crossover Segregated Portfolio (incorporated by reference to Exhibit 4.4 of the Current
Report on Form 8-K filed by Earth Biofuels, Inc. with the SEC on June 12, 2006).**10.48
    
    Warrant No. 1 to Purchase Common Stock of Earth Biofuels, Inc. dated June 7, 2006 issued to Cowen & Company LLC.**10.49
    
    Warrant No. 1r to Purchase Common Stock of Earth Biofuels, Inc. dated June 7, 2006 issued to Cowen & Company LLC.**10.50
    
    Consulting Agreement dated June 9, 2006 by and between Earth Biofuels, Inc. and Herb Meyer.**10.51
    
    Securities Purchase Agreement dated July 10, 2006 by and between Earth Biofuels, Inc. and the purchasers signatory thereto.**10.52
    
    Registration Rights Agreement dated July 10, 2006 by and between Earth Biofuels, Inc. and the purchasers signatory thereto.**10.53
    
    8% Senior Convertible Note dated July 11, 2006 issued by Earth Biofuels, Inc. to Castlerigg Master Investments Ltd.**10.54
    
    Warrant No. 1 to Purchase Common Stock of Earth Biofuels, Inc. dated July 11, 2006 issued to Castlerigg Master Investments Ltd.
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ExhibitNo.
    
    Description**10.55
    
    Warrant No. 2 to Purchase Common Stock of Earth Biofuels, Inc. dated July 11, 2006 issued to Castlerigg Master Investments Ltd.**10.56
    
    Warrant No. 2 to Purchase Common Stock of Earth Biofuels, Inc. dated July 11, 2006 issued to Cowen & Company LLC.**10.57
    
    Registration Rights Agreement dated July 21, 2006 by and between Apollo Resources International, Inc. and Greenwich Power, LLC
and acknowledged by Earth Biofuels, Inc.**10.58
    
    Registration Rights Agreement dated July 21, 2006 by and between Apollo Resources International, Inc. Greenwich Power II, LLC
and acknowledged by Earth Biofuels, Inc.**10.59
    
    Registration Rights Agreement dated July 21, 2006 by and between Earth Biofuels, Inc. and Lance A Bakrow.**10.60
    
    Warrant to Purchase Shares of Common Stock of Earth Biofuels, Inc. dated July 21, 2006 to Lance A. Bakrow.10.61
    
    Securities Purchase Agreement dated July 24, 2006 by and among Earth Biofuels, Inc. and the buyers listed on the schedule
thereto (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by Earth Biofuels, Inc. with the SEC
on July 25, 2006).10.62
    
    Registration Rights Agreement dated July 24, 2006 among Earth Biofuels, Inc. and the buyers listed on the schedule thereto
(incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed by Earth Biofuels, Inc. with the SEC on July
25, 2006).**10.63
    
    Lock-Up Letter dated July 24, 2006 from Apollo Resources International, Inc.**10.64
    
    Lock-Up Letter dated July 24, 2006 from Dennis G. McLaughlin III.**10.65
    
    Warrant No. 3 to Purchase Common Stock of Earth Biofuels, Inc. dated July 24, 2006 by Cowen & Company LLC.10.66
    
    Form of Warrant to Purchase Common Stock of Earth Biofuels, Inc. dated July 24, 2006 (incorporated by reference to Exhibit 4.4
of the Current Report on Form 8-K filed by Earth Biofuels, Inc. with the SEC on July 25, 2006).10.67
    
    Form of Notes dated as of July 24, 2006 issued by Earth Biofuels, Inc. (incorporated by reference to Exhibit 4.3 on the
Current Report on Form 8-K filed by Earth Biofuels, Inc. with the SEC on July 25, 2006).10.68
    
    Merger Agreement, dated March 31, 2006, by and between Earth Biofuels, Southern Bio Fuels, Inc., Southern Bio Fuels, LLC, 
and
the other members and individuals party thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K 
filed by Earth Biofuels, Inc. with the SEC on April 10, 2006).**10.69
    
    Securities Purchase Agreement, dated August 19, 2005, by and among Apollo Resources International, Inc., Tommy Johnson, Bruce
Blackwell, William H. Webster and Robert Glenn.**10.70
    
    Purchase and Sale Agreement dated February 25, 2005 by and between Earth Biofuels, Inc., R. Bruce Blackwell, Tommy Johnson,
Robert Glenn, William Webster and Apollo Resources International, Inc.**10.71
    
    Promissory Note issued on March 2, 2006 to Southern Bio Fuels, LLC.**10.72
    
    Commercial Guaranty made on March 2, 2006 by Dennis G. McLaughlin, III in favor of Southern Biofuels, LLC.
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ExhibitNo.
    
    Description**10.73
    
    Promissory Note issued on March 31, 2006 to Southern Bio Fuels, LLC.**10.74
    
    Commercial Guaranty made on March 31, 2006 by Dennis G. McLaughlin, III in favor of Southern Bio Fuels, LLC.**10.75
    
    Commercial Guaranty made on March 31, 2006 by R. Bruce Blackwell in favor of Southern Bio Fuels, LLC.**10.76
    
    Commercial Guaranty made on March 31, 2006 by Tommy Johnson in favor of Southern Bio Fuels, LLC.+**10.77
    
    Earth Biofuels, Inc. 2006 Stock Option and Award Plan effective April 15, 2006.**10.78
    
    Sublicense Agreement dated April 1, 2006 by and between Earth Biofuels, Inc. and Biodiesel Venture, L.P.*31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Act of 1934.*31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Act of 1934.*32.1
    
    Certification of Chief Executive Officer pursuant to 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 18 U.S.C., Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.**
    
    Previously filed.+
    
    Management contract, compensatory plan or arrangement. 30




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EARTH BIOFUELS, INC.Date: June 13, 2007
    /s/ Dennis G. McLaughlin, IIIDennis G. McLaughlin, IIIChief Executive Officer

(Principal Executive Officer)Date: June 13, 2007
    /s/ Darren L. MilesDarren L. MilesChief Financial Officer

(Principal Financial and
Accounting Officer) 31