Table of Contents





|                                   
|-----------------------------------
|UNITED
 STATES                     
|SECURITIES
 AND EXCHANGE COMMISSION
|                                   
|Washington, D.C. 20549             
|                                   
|                                   
|FORM 10-Q                          
|                                   

|                                                                  |                                                                                    
|----------------------------------------------------------------- | -----------------------------------------------------------------------------------
|x                                                                 | Quarterly
 report under Section 13 or 15(d) of the Securities Exchange Act of 1934.
|                                                                  |                                                                                    
|For the quarterly period ended April 30, 2009                    
|                                                                  |                                                                                    
|OR                                                               
|                                                                  |                                                                                    
|o                                                                 | Transition
 report under Section 13 or 15(d) of the Exchange Act.                  
|                                                                  |                                                                                    
|For the transition period from _______ to _________              
|                                                                  |                                                                                    
|Commission file number 000-53112                                 
|                                                                 
|                                                                 
|                                                                 
|SOY ENERGY, LLC                                                  
|                                                                 
|(Exact name of small business issuer as specified in its charter)

|                                                                |  |                                      
|--------------------------------------------------------------- |  | -------------------------------------
|Iowa                                                            |  | 20-4026473                           
|(State or other jurisdiction of
 incorporation or organization) |  | (I.R.S. Employer Identification
 No.)

|                                                                                             
|---------------------------------------------------------------------------------------------
|222 N. MAIN STREET, P. O. BOX 663, MARCUS, IOWA 51035(Address of principal executive
offices)
|                                                                                             
|(712) 376-2081(Issuers telephone number)                                                    
|                                                                                             
|                                                                                             

---

Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

xYesoNo

Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
Registrant was required to submit and post such files).             
        Yes o          No o

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange
Act. (Check one):

| |                                                                         |  |                            |  
| | ----------------------------------------------------------------------- |  | -------------------------- | -
| | Large
 accelerated filer o                                              |  | Accelerated filer          |  ̈
| |                                                                         |  |                            |  
| | Non-accelerated
 filer  ̈ (Do not check if a smaller reporting
 company) |  | Smaller
 reporting company | x

Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).

oYesxNo

State
the number of shares outstanding for each of the issuers classes of common
equity as of the latest practicable date: As of June 15, 2009, we had 33,018
units outstanding.





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Table of Contents

|           |                                                                                       |  |   
|---------- | ------------------------------------------------------------------------------------- |  | --
|PART 1.    | FINANCIAL INFORMATION                                                                 |  | 3 
|Item 1.    | Financial
Statements                                                                  |  | 3 
|Item 2.    | Managements Discussion and
Analysis of
 Financial Condition and Results of Operation |  | 10
|Item 3.    | Quantitative and Qualitative
Disclosures about Market Risk                            |  | 16
|Item 4T.   | Controls and
Procedures                                                               |  | 16
|PART II.   | OTHER INFORMATION                                                                     |  | 16
|Item 1.    | Legal
Proceedings                                                                     |  | 16
|Item 1A.   | Risk Factors                                                                          |  | 16
|Item 2.    | Unregistered Sales of Equity
Securities and
 Use of Proceeds                          |  | 16
|Item 3.    | Defaults Upon Senior
Securities                                                       |  | 17
|Item 4.    | Submission of Matters to a Vote of
Security
 Holders                                  |  | 17
|Item 5.    | Other
Information                                                                     |  | 17
|Item 6.    | Exhibits                                                                              |  | 18
|SIGNATURES |                                                                                       |  | 18

2

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Table of Contents

|        |                      
|------- | ---------------------
|PART 1. | FINANCIAL INFORMATION

Item 1. Financial Statements

SOY ENERGY, LLC(A Development Stage
Company)

Condensed Balance Sheets

|                                               |  |                  |            |                    |   |            |  
|---------------------------------------------- |  | ---------------- | ---------- | ------------------ | - | ---------- | -
|                                               |  |                  |            |                    |   |            |  
|ASSETS                                         |  | April
 30,
 2009 |            | October
 31,
 2008 |  
|                                               |  |                  |            |                    |  
|                                               |  | (Unaudited)      |            |                    |   |           
|Current
 Assets                                |  |                  |            |                    |   |           
|Cash and equivalents                           |  | $                | 20,313,367 |                    | $ | 20,803,450 |  
|Accrued interest receivable                    |  |                  | 10,592     |                    |   | 30,575     |  
|Prepaid expenses                               |  |                  | 33,899     |                    |   | 38,545     |  
|                                               |  |                  |            |                    |   |            |  
|Total current assets                           |  |                  | 20,357,858 |                    |   | 20,872,570 |  
|                                               |  |                  |            |                    |   |            |  
|Equipment                                      |  |                  |            |                    |   |            |  
|Equipment                                      |  |                  | 8,873      |                    |   | 8,873      |  
|Accumulated depreciation                       |  |                  | (3,380     | )                  |   | (2,492     | )
|                                               |  |                  |            |                    |   |            |  
|Net equipment                                  |  |                  | 5,493      |                    |   | 6,381      |  
|                                               |  |                  |            |                    |   |            |  
|Assets
 held for sale                          |  |                  | 3,557,061  |                    |   | 3,557,061  |  
|                                               |  |                  |            |                    |   |            |  
|                                               |  |                  |            |                    |   |            |  
|Total Assets                                   |  | $                | 23,920,412 |                    | $ | 24,436,012 |  
|                                               |  |                  |            |                    |   |            |  
|                                               |  |                  |            |                    |   |            |  
|LIABILITIES
 AND MEMBERS EQUITY               |  |                  |            |                    |   |            |  
|                                               |  |                  |            |                    |   |            |  
|Current
 Liabilities                           |  |                  |            |                    |   |            |  
|Accounts payable                               |  | $                | 156,102    |                    | $ | 442,825    |  
|Accrued expenses                               |  |                  | 7,456      |                    |   | 7,909      |  
|                                               |  |                  |            |                    |   |            |  
|Total current liabilities                      |  |                  | 163,558    |                    |   | 450,734    |  
|                                               |  |                  |            |                    |   |            |  
|Members
 Equity                               |  |                  |            |                    |   |            |  
|Member contributions, 33,018 units
outstanding |  |                  | 31,031,572 |                    |   | 31,031,572 |  
|Deficit accumulated during development
stage   |  |                  | (7,274,718 | )                  |   | (7,046,294 | )
|                                               |  |                  |            |                    |   |            |  
|Total members equity                          |  |                  | 23,756,854 |                    |   | 23,985,278 |  
|                                               |  |                  |            |                    |   |            |  
|                                               |  |                  |            |                    |   |            |  
|Total Liabilities and Members
Equity          |  | $                | 23,920,412 |                    | $ | 24,436,012 |  
|                                               |  |                  |            |                    |   |            |  

Notes to Unaudited Condensed
Financial Statements are an integral part of this Statement.

3

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Table of Contents

SOY ENERGY, LLC(A Development Stage
Company)

Condensed Statements of Operations

|                                                        |  |                                       |          |                                       |   |            |  
|------------------------------------------------------- |  | ------------------------------------- | -------- | ------------------------------------- | - | ---------- | -
|                                                        |  |                                       |          |                                       |   |            |  
|                                                        |  | Three
 Months
 Ended
 April 30,
 2009 |          | Three
 Months
 Ended
 April 30,
 2008 |  
|                                                        |  |                                       |          |                                       |  
|                                                        |  | (Unaudited)                           |          | (Unaudited)                           |  
|                                                        |  |                                       |          |                                       |   |            |  
|Revenues                                                |  | $                                     |         |                                       | $ |           |  
|                                                        |  |                                       |          |                                       |   |            |  
|Operating
 Expenses                                     |  |                                       |          |                                       |   |            |  
|General and administrative                              |  |                                       | 64,201   |                                       |   | 49,348     |  
|Professional fees                                       |  |                                       | 82,902   |                                       |   | 116,354    |  
|Impairment expense                                      |  |                                       |         |                                       |   | 4,000,000  |  
|                                                        |  |                                       |          |                                       |   |            |  
|Total operating expenses                                |  |                                       | 147,103  |                                       |   | 4,165,702  |  
|                                                        |  |                                       |          |                                       |   |            |  
|                                                        |  |                                       |          |                                       |   |            |  
|Operating
 Loss                                         |  |                                       | (147,103 | )                                     |   | (4,165,702 | )
|                                                        |  |                                       |          |                                       |   |            |  
|Other
 Income                                           |  |                                       |          |                                       |   |            |  
|Interest income                                         |  |                                       | 32,362   |                                       |   | 128,741    |  
|                                                        |  |                                       |          |                                       |   |            |  
|Total other income                                      |  |                                       | 32,362   |                                       |   | 128,741    |  
|                                                        |  |                                       |          |                                       |   |            |  
|                                                        |  |                                       |          |                                       |   |            |  
|Net Loss                                                |  | $                                     | (114,741 | )                                     | $ | (4,036,961 | )
|                                                        |  |                                       |          |                                       |   |            |  
|                                                        |  |                                       |          |                                       |   |            |  
|Weighted
 Average Units Outstanding - Basic and Diluted |  |                                       | 33,018   |                                       |   | 33,768     |  
|                                                        |  |                                       |          |                                       |   |            |  
|                                                        |  |                                       |          |                                       |   |            |  
|Net Loss
 Per Unit - Basic and Diluted                  |  | $                                     | (3.48    | )                                     | $ | (119.55    | )
|                                                        |  |                                       |          |                                       |   |            |  

Notes to Unaudited Condensed
Financial Statements are an integral part of this Statement.

4

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Table of Contents

SOY ENERGY, LLC(A Development Stage
Company)

Condensed Statements of Operations

|                                                        |  |                                     |          |                                     |   |                                                          |   |   |            |  
|------------------------------------------------------- |  | ----------------------------------- | -------- | ----------------------------------- | - | -------------------------------------------------------- | - | - | ---------- | -
|                                                        |  |                                     |          |                                     |   |                                                          |   |   |            |  
|                                                        |  | Six
 Months
 Ended
 April 30,
 2009 |          | Six
 Months
 Ended
 April 30,
 2008 |   | From
 Inception
 (December 15,
 2005) to
 April 30, 2009 |  
|                                                        |  |                                     |          |                                     |   |                                                          |  
|                                                        |  | (Unaudited)                         |          | (Unaudited)                         |   | (Unaudited)                                              |  
|                                                        |  |                                     |          |                                     |   |                                                          |   |   |            |  
|Revenues                                                |  | $                                   |         |                                     | $ |                                                         |   | $ |           |  
|                                                        |  |                                     |          |                                     |   |                                                          |   |   |            |  
|Operating
 Expenses                                     |  |                                     |          |                                     |   |                                                          |   |   |            |  
|General and administrative                              |  |                                     | 123,928  |                                     |   | 113,569                                                  |   |   | 791,605    |  
|Professional fees                                       |  |                                     | 203,650  |                                     |   | 165,988                                                  |   |   | 870,716    |  
|Impairment expense                                      |  |                                     |         |                                     |   | 4,000,000                                                |   |   | 6,922,625  |  
|                                                        |  |                                     |          |                                     |   |                                                          |   |   |            |  
|Total operating expenses                                |  |                                     | 327,578  |                                     |   | 4,279,557                                                |   |   | 8,584,946  |  
|                                                        |  |                                     |          |                                     |   |                                                          |   |   |            |  
|                                                        |  |                                     |          |                                     |   |                                                          |   |   |            |  
|Operating
 Loss                                         |  |                                     | (327,578 | )                                   |   | (4,279,557                                               | ) |   | (8,584,946 | )
|                                                        |  |                                     |          |                                     |   |                                                          |   |   |            |  
|Other
 Income                                           |  |                                     |          |                                     |   |                                                          |   |   |            |  
|Interest income                                         |  |                                     | 99,154   |                                     |   | 392,216                                                  |   |   | 1,297,204  |  
|Other income                                            |  |                                     |         |                                     |   |                                                         |   |   | 13,024     |  
|                                                        |  |                                     |          |                                     |   |                                                          |   |   |            |  
|Total other income                                      |  |                                     | 99,154   |                                     |   | 392,216                                                  |   |   | 1,310,228  |  
|                                                        |  |                                     |          |                                     |   |                                                          |   |   |            |  
|                                                        |  |                                     |          |                                     |   |                                                          |   |   |            |  
|Net Loss                                                |  | $                                   | (228,424 | )                                   | $ | (3,887,341                                               | ) | $ | (7,274,718 | )
|                                                        |  |                                     |          |                                     |   |                                                          |   |   |            |  
|                                                        |  |                                     |          |                                     |   |                                                          |   |   |            |  
|Weighted
 Average Units Outstanding - Basic and Diluted |  |                                     | 33,018   |                                     |   | 33,768                                                   |   |   | 19,544     |  
|                                                        |  |                                     |          |                                     |   |                                                          |   |   |            |  
|                                                        |  |                                     |          |                                     |   |                                                          |   |   |            |  
|Net Loss
 Per Unit - Basic and Diluted                  |  | $                                   | (6.92    | )                                   | $ | (115.12                                                  | ) | $ | (372.22    | )
|                                                        |  |                                     |          |                                     |   |                                                          |   |   |            |  

Notes to Unaudited Condensed
Financial Statements are an integral part of this Statement.

5

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Table of Contents

SOY ENERGY, LLC(A Development Stage
Company)

Condensed Statements of Cash Flows

|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  
|------------------------------------------------------------------------------------------- |  | ----------------------------------- | ---------- | ----------------------------------- | - | -------------------------------------------------------- | - | - | ----------- | -
|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  
|                                                                                            |  | Six
 Months
 Ended
 April 30,
 2009 |            | Six
 Months
 Ended
 April 30,
 2008 |   | From
 Inception
 (December 15,
 2005) to
 April 30, 2009 |  
|                                                                                            |  |                                     |            |                                     |   |                                                          |  
|                                                                                            |  | (Unaudited)                         |            | (Unaudited)                         |   | (Unaudited)                                              |  
|Cash Flows
 from Operating Activities                                                       |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Net loss                                                                                    |  | $                                   | (228,424   | )                                   | $ | (3,887,341                                               | ) | $ | (7,274,718  | )
|Adjustments to reconcile net loss to net cash (used
for) provided by
 operating activities: |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Depreciation                                                                                |  |                                     | 888        |                                     |   | 887                                                      |   |   | 3,380       |  
|Impairment of long-lived assets                                                             |  |                                     |           |                                     |   | 4,000,000                                                |   |   | 6,922,625   |  
|Write off of construction services related to
terminated agreement                          |  |                                     |           |                                     |   |                                                         |   |   | 50,000      |  
|Write off of loan commitment fees                                                           |  |                                     |           |                                     |   |                                                         |   |   | 25,000      |  
|Non-cash interest income                                                                    |  |                                     |           |                                     |   |                                                         |   |   | (30,000     | )
|Changes in operating assets and
liabilities:                                                |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Accrued interest receivable                                                                 |  |                                     | 19,983     |                                     |   | (21,493                                                  | ) |   | (10,592     | )
|Prepaid expenses                                                                            |  |                                     | 4,646      |                                     |   | (7,619                                                   | ) |   | (33,899     | )
|Accounts payable                                                                            |  |                                     | (91,612    | )                                   |   | 80,855                                                   |   |   | 156,102     |  
|Accrued expenses                                                                            |  |                                     | (453       | )                                   |   | 4,977                                                    |   |   | 7,456       |  
|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Net
 cash (used for) provided by operating activities                                       |  |                                     | (294,972   | )                                   |   | 170,266                                                  |   |   | (184,646    | )
|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Cash Flows
 from Investing Activities                                                       |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Capital expenditures                                                                        |  |                                     | (195,111   | )                                   |   | (2,330,397                                               | ) |   | (10,783,559 | )
|Proceeds from disposal of property and
equipment                                            |  |                                     |           |                                     |   |                                                         |   |   | 1,725,000   |  
|Payments for design services deposit                                                        |  |                                     |           |                                     |   |                                                         |   |   | (5,450,000  | )
|Refund of design services deposit                                                           |  |                                     |           |                                     |   |                                                         |   |   | 3,300,000   |  
|Payments for construction deposit                                                           |  |                                     |           |                                     |   |                                                         |   |   | (2,500,000  | )
|Refund of construction deposit                                                              |  |                                     |           |                                     |   |                                                         |   |   | 2,450,000   |  
|Payments for certificates of deposit                                                        |  |                                     |           |                                     |   | (100,000                                                 | ) |   | (1,950,000  | )
|Proceeds from maturing certificates of
deposit                                              |  |                                     |           |                                     |   | 1,950,000                                                |   |   | 1,950,000   |  
|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Net
 cash used for investing activities                                                     |  |                                     | (195,111   | )                                   |   | (480,397                                                 | ) |   | (11,258,559 | )
|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Cash Flows
 from Financing Activities                                                       |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Loan commitment fees                                                                        |  |                                     |           |                                     |   |                                                         |   |   | (25,000     | )
|Members contributed capital                                                                |  |                                     |           |                                     |   |                                                         |   |   | 31,968,000  |  
|Payments for offering costs                                                                 |  |                                     |           |                                     |   | (6,329                                                   | ) |   | (186,428    | )
|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Net
 cash (used for) provided by financing activities                                       |  |                                     |           |                                     |   | (6,329                                                   | ) |   | 31,756,572  |  
|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  
|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Net
 (Decrease) Increase in Cash and Equivalents                                            |  |                                     | (490,083   | )                                   |   | (316,460                                                 | ) |   | 20,313,367  |  
|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Cash and
 Equivalents at Beginning of Period                                                |  |                                     | 20,803,450 |                                     |   | 16,244,811                                               |   |   |            |  
|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  
|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Cash and
 Equivalents at End of Period                                                      |  | $                                   | 20,313,367 |                                     | $ | 15,928,351                                               |   | $ | 20,313,367  |  
|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  
|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Supplemental
 Cash Flow Information                                                         |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Capitalized interest paid                                                                   |  | $                                   |           |                                     | $ |                                                         |   | $ | 133,556     |  
|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  
|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Supplemental
 Schedule of Noncash Investing and Financing Activities                        |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Construction-in-progress included in accounts
payable                                       |  | $                                   |           |                                     | $ | 101,131                                                  |   | $ |            |  
|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Construction-in-progress applied against design
services deposit                            |  | $                                   |           |                                     | $ | 48,675                                                   |   | $ | 963,675     |  
|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Design services deposit applied against accounts
payable to related
 party                  |  | $                                   |           |                                     | $ | 431,696                                                  |   | $ | 431,696     |  
|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Property and equipment returned for member
units                                            |  | $                                   |           |                                     | $ |                                                         |   | $ | 750,000     |  
|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  
|Property and equipment reclassified to assets held
for sale                                 |  | $                                   |           |                                     | $ |                                                         |   | $ | 3,557,061   |  
|                                                                                            |  |                                     |            |                                     |   |                                                          |   |   |             |  

Notes to Unaudited Condensed
Financial Statements are an integral part of this Statement.

6

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Table of Contents

SOY ENERGY, LLC
(A Development Stage Company)

Notes to Unaudited Condensed Financial
Statements

April 30, 2009

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed interim financial statements have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in annual financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted as permitted by such rules and regulations. These
financial statements and related notes should be read in conjunction with the
financial statements and notes thereto included in the Companys audited
financial statements for the year ended October 31, 2008, contained in the
Companys Form 10-K.

In the opinion of management, the interim condensed financial
statements reflect all adjustments, consisting of only normal recurring
adjustments, considered necessary for fair presentation of the Companys
financial position as of April 30, 2009 and the results of operations and cash
flows for all periods presented.

Nature of Business

Soy Energy, LLC, a development stage Iowa limited liability company, (the Company)
was originally organized to develop, own and operate a 30 million gallon per year (MGY)
production biodiesel facility between Cleghorn and Marcus, Iowa in Cherokee
County. The Company was formed December 15, 2005 to have a perpetual life. However, given the current downturn in the economy
and market conditions, management determined in October 2008 that obtaining financing to construct the plant
would not likely be feasible. As
of April 30, 2009, Soy Energy is in the development stage and is considering
the purchase of or investment in an existing biodiesel facility.

Accounting Estimates

Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities, and reported revenues and
expenses. Significant estimates include long-lived asset and assets held for sale impairment analysis.
Actual results may differ from previously estimated amounts and such
differences may be material to the financial statements.

Equipment

Equipment is stated at cost and is depreciated over estimated service
lives of related assets, five years, using the straight-line method of accounting.
Ordinary maintenance and repairs are expensed as incurred. Cost of renewals and
betterments are capitalized in appropriate property and equipment accounts and
depreciated as discussed above.

Long-Lived Assets

The Company reviews property and equipment and other long-lived assets
for impairment in accordance with Statement of Financial Accounting Standards
No. 144 (SFAS No. 144), Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of.

Long-lived assets, such as property, plant, and equipment, and other
long-term intangible assets, are reviewed for impairment whenever events or
changes in circumstances indicate the carrying amount of an asset may not be
recoverable. If circumstances require a long-lived asset be tested for possible
impairment, the Company first compares undiscounted cash flows expected to be
generated by an asset to the carrying value of the asset. If the carrying value
of the long-lived asset is not recoverable on an undiscounted cash flow basis,
impairment is recognized to the extent that the carrying value exceeds its fair
value. Fair value is determined through various valuation techniques including
discounted cash flow models, quoted market values and third-party independent
appraisals, as considered necessary.

7

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SOY ENERGY, LLC(A Development Stage Company)

Notes to Unaudited Condensed Financial
Statements

April 30, 2009

2. LIQUIDITY

The Company is a developmental stage company and has no operating
revenues. The Company has determined it is not currently feasible to build a
biodiesel facility with the available cash on hand. The Company is currently
considering purchasing or investing in an existing biodiesel facility. The
Companys current cash reserves are sufficient to fund operations without
additional financing through 2010 if it does not build or purchase a biodiesel
plant.

The Company may return a portion of the equity proceeds, net of any
outstanding obligations to its members, if it does not build or invest in an
existing biodiesel facility, which amount would be less than members original
investment.

3. FAIR VALUE MEASUREMENTS

Effective November 1, 2008, the Company adopted Statement of Financial
Accounting Standard No. 157, Fair Value
Measurements (SFAS 157), as it applies to our financial instruments,
and Statement of Financial Accounting Standard No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115
(SFAS 159). SFAS 157 defines fair value, outlines a framework for measuring
fair value, and details the required disclosures about fair value measurements.
SFAS 159 permits companies to irrevocably choose to measure certain financial
instruments and other items at fair value. SFAS 159 also establishes presentation
and disclosure requirements designed to facilitate comparison between entities
that choose different measurement attributes for similar types of assets and
liabilities.

Under SFAS 157, fair value is defined as the price that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date in the
principal or most advantageous market. SFAS 157 establishes a hierarchy in
determining the fair value of an asset or liability. The fair value hierarchy
has three levels of inputs, both observable and unobservable. SFAS 157 requires
the utilization of the lowest possible level of input to determine fair value.
Level 1 inputs include quoted market prices in an active market for identical
assets or liabilities. Level 2 inputs are market data, other than Level 1, that
are observable either directly or indirectly. Level 2 inputs include quoted
market prices for similar assets or liabilities, quoted market prices in an
inactive market, and other observable information that can be corroborated by
market data. Level 3 inputs are unobservable and corroborated by little or no
market data.

Except for those assets and liabilities which are required by
authoritative accounting guidance to be recorded at fair value in our balance
sheets, the Company has elected not to record any other assets or liabilities
at fair value, as permitted by SFAS 159. No events occurred during the quarter
ended April 30, 2009 that would require adjustment to the recognized balances
of assets or liabilities which are recorded at fair value on a nonrecurring
basis.

The following table provides information on those assets measured at
fair value on a recurring basis.

|                  |  |                                  |            |                              |         |            |         |   |   |  |   |   | 
|----------------- |  | -------------------------------- | ---------- | ---------------------------- | ------- | ---------- | ------- | - | - |  | - | - | 
|                  |  |                                  |            | Fair Value Measurement Using |        
|                  |  | Fair Value as of
 April 30, 2009 |            |                              |        
|                  |  |                                  | Level 1    |                              | Level 2 |            | Level 3 |  
|                  |  |                                  |            |                              |         |            |         |   |  
|Cash
 equivalents |  | $                                | 16,775,710 |                              | $       | 16,775,710 |         | $ |  |  | $ |  | 
|                  |  |                                  |            |                              |         |            |         |   |   |  |   |   | 

The fair value of cash equivalents, which primarily includes money market funds,
are based on quoted market prices in an active market.

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SOY ENERGY, LLC(A Development Stage Company)

Notes to Unaudited Condensed Financial
Statements

April 30, 2009

4. ASSETS HELD FOR SALE

The Company is actively working to sell the assets held for sale. These
assets have been recorded at their estimated fair value, less estimated selling
costs. The fair value of these assets was determined based on recent sales of
similar equipment.

Amounts
included in assets held for sale are as follows:

|                                            |  |                 |           |                    |   |           | 
|------------------------------------------- |  | --------------- | --------- | ------------------ | - | --------- | 
|                                            |  | April 30,
 2009 |           | October 31,
 2008* |  
|                                            |  |                 |           |                    |  
|Land                                        |  | $               | 250,262   |                    | $ | 250,262   | 
|Equipment                                   |  |                 | 3,306,799 |                    |   | 3,306,799 | 
|                                            |  |                 |           |                    |   |           | 
|                                            |  |                 |           |                    |   |           | 
|                                            |  | $               | 3,557,061 |                    | $ | 3,557,061 | 
|                                            |  |                 |           |                    |   |           | 
|                                            |  |                 |           |                    |   |           | 
|*Derived
 from audited financial statements |  |                 |           |                    |   |           | 

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Table of Contents

Item 2. Managements Discussion and Analysis
of Financial Condition and Results of Operation

We prepared the following
discussion and analysis to help you better understand our financial condition, changes in our financial condition, and
results of operations for the three-month period ended April 30, 2009. This discussion should be read in conjunction
with the financial statements and notes and the information contained in our annual report on Form 10-K for the fiscal
year ended October 31, 2008.

Forward Looking Statements

This report
contains forward-looking statements that involve future events, our future
performance and our expected future operations and actions. In some cases you
can identify forward-looking statements by the use of words such as may,
will, should, anticipate, believe, expect, plan,
future,
intend, could, estimate, predict, hope, potential,
continue, or
the negative of these terms or other similar expressions. These forward-looking
statements are only our predictions and involve numerous assumptions, risks and
uncertainties, including, but not limited to, those business risks and factors
described elsewhere in this report, in our other Securities and Exchange
Commission filings, as well as those listed below.

| |   |                                                                                                                                                                                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Overcapacity within the biodiesel industry;                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                              
| |  | The ability of any company we may acquire, invest in or merge with to
 effectively operate its plant and manage its business;                                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                              
| |  | Changes in our business strategy, capital improvements or development
 plans;                                                                                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                              
| |  | Lack of member approval and regulatory consent to acquire, merge with or invest in another
 company that owns an existing biodiesel plant;                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                              
| |  | Lack of or inability to obtain definitive agreements to acquire, merge with or invest in
 another company that owns a constructed biodiesel plant;                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                                              
| |  | Availability and costs of feedstock, particularly soy oil, animal
 fats and corn oil;                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                              
| |  | Changes in the price and market for biodiesel and glycerin;                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                              
| |  | Our ability to successfully complete an acquisition, merger with or
 investment in a plant which owns a completed biodiesel plant;                                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                                              
| |  | Changes in or elimination of governmental laws, tariffs, trade or
 other controls or enforcement practices such as national, state or local
 energy policy; federal biodiesel tax incentives; or environmental laws and
 regulations that apply to the plant operations of any company we may invest
 in or merge with and their enforcement;
| |   |                                                                                                                                                                                                                                                                                                                                              
| |  | Changes in general economic conditions impacting the availability and
 price of vegetable oils and animal fats;                                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                              
| |  | Total U.S. consumption of diesel;                                                                                                                                                                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                                                                                              
| |  | The imposition of tariffs or other duties on biodiesel imported into
 Europe;                                                                                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                              
| |  | Continuing decrease in the demand for biodiesel;                                                                                                                                                                                                                                                                                             
| |   |                                                                                                                                                                                                                                                                                                                                              
| |  | Changes in soy-based biodiesels qualification under the Renewable
 Fuels Standard as a result of the Environmental Protection Agencys preliminary tests indicating soy-based biodiesels
failure to satisfy the required reduction of
 greenhouse gas emissions;                                                                           
| |   |                                                                                                                                                                                                                                                                                                                                              
| |  | Weather changes, strikes, transportation or production problems
 causing supply interruptions or shortages affecting the availability and
 price of feedstock;                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                              
| |  | Changes in interest rates or the availability of credit;                                                                                                                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                                                                              
| |  | Our ability to generate free cash flow to invest in our business;                                                                                                                                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                                                                                              
| |  | Our potential liability resulting from future litigation;                                                                                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                                              
| |  | General economic conditions;                                                                                                                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                                                              
| |  | Changes and advances in biodiesel production technology;                                                                                                                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                                                                              
| |  | Competition from other alternative fuels; and                                                                                                                                                                                                                                                                                                

10

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| |   |                                                   
| | - | --------------------------------------------------
| |  | Other
 factors described elsewhere in this report.

We
undertake no duty to update these forward looking statements, even though our
situation may change in the future. Furthermore, we cannot guarantee future
results, events, levels of activity, performance or achievements. We caution
you not to put undue reliance on any forward-looking statements which speak
only as of the date of this report. You should read this report completely and
with the understanding that our actual future results may be materially
different from what we currently expect. We qualify all of our forward looking
statements by these cautionary statements.

Overview

Soy Energy,
LLC was organized as an Iowa limited liability company by filing articles of
organization with the Iowa Secretary of State on December 15, 2005. We initially
anticipated constructing a biodiesel plant with a production capacity of 15
million gallons per year using technology provided by Best Energies, Inc.
(Best Energies) in Marcus, Iowa. However, given the current downturn in
economic and market conditions, combined with Best Energies inability to make a
$5,000,000 equity contribution, Management determined in October 2008 that
obtaining the financing to construct our plant would not likely be feasible.
Management is now exploring its options to acquire, invest
in or merge with a company that owns a constructed biodiesel plant. Currently,
our principal place of business is located at P.O. Box 663, 222 N. Main St., Marcus,
Iowa 51035.

We
previously entered into a Phase 2 Agreement and an Agreement for
Pre-Construction Services with Renewable Energy Group, Inc. of Ames, Iowa
(REG). Our board of directors subsequently determined it was in the best interest of the
company to change our design-builder to Bratney Companies (Bratney). We paid
REG $2,500,000 under our Phase 2 and Pre-Construction Services Agreements. We
requested that REG immediately refund $2,200,000 and provide us an itemized
list of performed services for the remaining $300,000. We initially received a
$2,200,000 refund and subsequently received $250,000 back from REG. We paid $1,500,000
of the refunded amount to Bratney, as a deposit, under our Phase I Design
Services Agreement.

In June
2007, we signed a design-build agreement with Bratney for the design and
construction of a 30 million gallon per year biodiesel facility. We agreed to a
guaranteed maximum price of $48,855,000 to construct the plant. On March 6,
2008, we gave notice to Bratney that we were terminating the design-build
agreement, as Management believed that the biodiesel plant as
designed would not be profitable to operate due to the high cost of soybean oil
and increasing costs of animal fats. Management decided to pursue a different
biodiesel plant design utilizing Best Energies technology for a 15 million gallon per year plant, in order to reduce
anticipated construction and future operating costs of our biodiesel plant. We paid Bratney
approximately $13,659,000 for design and construction related services
associated with the biodiesel plant. On July 25, 2008, we executed a
termination agreement with Bratney, which settled certain issues we had with Bratney
regarding the termination of the design-build agreement. In the termination
agreement, Bratney agreed to refund $4,500,000, including amounts for
construction assets returned, previously paid under the design-build agreement
and to provide certain documents and information necessary for us to continue
developing our project. We received the $4,500,000 from Bratney on July 25,
2008. Additionally, we executed a redemption agreement with Bratney pursuant to
which Bratney agreed to return its 750 membership units for cash and a non-cash
settlement of approximately $750,000 of construction-in-progress as part of the
termination agreement.

On April
10, 2008, we held our 2008 annual member meeting, at which our members approved
pursuing the use of Best Energies technology for the biodiesel plant and
reducing the initial production capacity of the biodiesel plant from 30 million
gallons per year to 15 million gallons per year. We believed that the cost to
construct the Best Energies biodiesel plant would be approximately $32,334,000.
We have never entered into a definitive agreement with Best Energies, and
in October 2008 management determined it was no longer feasible
 to construct our own biodiesel plant.

Because we
no longer plan to construct our plant, any funds we have expended in our
construction and plant development efforts were deemed a loss. From our
inception to April 30, 2009, we have incurred accumulated losses of
approximately $7,275,000. Since we have not commenced any operations, we do not
yet have comparable income, production or sales data.

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Liquidity and Capital Resources

Plan of Operations

We expect
to spend the next 12 months focused primarily on negotiating, obtaining member
approval, filing the necessary reports with the Securities and Exchange
Commission and closing on an acquisition, merger or investment in a company
that owns a constructed biodiesel plant. Until we have a more definitive plan
to acquire, merge with, or invest in another company, we do not have an
estimate of the costs for this new business plan. There can be no assurance that we will enter into
definitive agreements for any such transaction, or that we will be able to obtain the necessary member or regulatory approval, if needed,
for any such transaction.

Of the
$30,668,000 we raised in equity during our offering registered with the state of Iowa, we have total assets remaining of
approximately $23,920,000 as of April 30, 2009, consisting primarily of
approximately $20,313,000 of cash and equivalents and assets held for sale of
approximately $3,557,000. We are currently working to sell the assets held for
sale, which include two boilers and three centrifuges, which were acquired in our earlier efforts to construct a biodiesel plant. Because we do not have
any definitive agreements for the acquisition of, merger with, or investment in another company that owns an
existing biodiesel plant, and we are still exploring our options for such types of transactions,
we are uncertain of what amount of resources we will need to
go forward with this business plan. We do anticipate, however, that any
acquisition, merger or investment we may enter into will result in transferring
a significant portion of our assets as a result of such transaction.

Sources and Uses of Funds

Below is a
table showing our sources of funds and our estimated use of proceeds on our
attempts to construct our own plant. We anticipate that a significant amount of our remaining funds
will be used to acquire, invest in, or merge with a company that owns an existing
biodiesel plant, although we have not obtained member approval (which will likely be necessary) and have not executed
definitive documents regarding such a transaction.

ESTIMATED USE OF PROCEEDS

|                                                                                                                                              |  |        |            |    
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | ------ | ---------- | ---
|Use of Proceeds                                                                                                                               |  | Amount |           
|                                                                                                                                              |  |        |           
|Equity Proceeds Raised                                                                                                                        |  | $      | 31,782,000 | (1)
|Estimated Proceeds Used in Development and
 Partial Construction of a
 Biodiesel Facility in Marcus, Iowa and Continuing Administrative Costs |  |        | 11,628,016 | (2)
|                                                                                                                                              |  |        |            |    
|Estimated Proceeds Remaining to Acquire, Invest in,
 or Merge with, Another Company                                                           |  | $      | 20,153,984 | (3)
|                                                                                                                                              |  |        |            |    

(1)
This amount is our total equity proceeds less the redemption agreement for 750
units we executed with Bratney and our offering costs of approximately
$186,000. The primary costs we incurred in raising capital included legal fees,
accounting fees, printing and distribution costs, and meeting costs.

(2)
We believe these amounts represent a reasonable estimate of the proceeds we
used as of April 30, 2009 on construction, building and facilities, purchase of machinery and
equipment and purchases of real estate related to our attempt to construct a
biodiesel facility in Marcus, Iowa plus ongoing administrative costs we have
associated with operating our business until an acquisition, investment or
merger with another company is closed.

(3)
This amount is our current cash and equivalents, less our accounts payable. If
we sell some of the assets we have held for sale, then this will increase the
proceeds remaining to invest in or merge with another company.

Site Acquisition and Development

We purchased
approximately 35 acres for our plant site near Marcus, Iowa in Cherokee County.
In August 2007, we commenced construction of our biodiesel plant. In November
2007, we suspended all construction related activities on our plant while we
sought the debt financing we needed to complete construction of the plant. Upon completing approximately 10% of the construction of our biodiesel
plant, in October 2008, Management determined that it would not likely be
feasible to complete construction of the biodiesel plant due to current economic conditions and our lack of financing. We may be unable to
sell the site and the construction completed at a profit, or at all, and we may
be unable to transfer such equipment and land as a part of any acquisition,
investment or merger we may complete. Due to the significant changes we made to
our project, we recorded an impairment charge during our quarter ended October
31, 2008 in the value of constructed and construction in process assets of
approximately $6,923,000, a portion of which is from the site we purchased.

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Plant Construction and Start-Up of Plant
Operations

Plant
Construction Activity

Construction
of the plant in Marcus, Iowa was approximately 10% complete when Management
determined completion of the construction was no longer feasible. In October
2008 we terminated our agreement with Best Energies because it notified us it
was no longer able to commit a $5,000,000 equity contribution to the project.
As a result of this and the current economic downturn, Management determined
that obtaining financing to complete construction was not likely feasible and
began exploring its options to acquire, invest in, or merge with a company that
owns a constructed biodiesel plant.

Permitting
and Costs and Effects of Compliance with Environmental Laws

Stanley
Consultants, Inc. assisted us in obtaining our required permits. We previously
obtained or were in the process of obtaining all of the required air, water,
construction and other permits necessary to construct the plant and to operate
the plant. Because we no longer anticipate completing the plant, we will likely
lose any resources we have invested in applying for such permits. If we
acquire, invest in, or merge with a company that does not have all necessary
permits or if we have to re-apply to have such permits put in our name, we may
expend additional funds on permitting.

Feedstock
Procurement and Sale of Biodiesel

We
anticipate that we will either: 1) acquire, merge with, or invest in a company
that owns a completed biodiesel plant that has the technology to process corn
oil, in addition to other feedstocks; or 2) require any company we acquire, merge with or invest in to agree to
install corn oil processing technology as a part of such transaction.

We
previously entered into a biodiesel marketing agreement with Eco Energy, Inc.,
however; Eco Energy, Inc. has terminated this agreement with us as of January
22, 2009 because we no longer intend to construct our own plant. We anticipate that any company we may acquire, invest in, or merge with will
have a biodiesel marketing agreement in place and we may not have any input as
to the terms of such agreement or we may not have the ability to change such
terms. If any company we acquire, invest in, or merge with does not have a biodiesel
marketing agreement in place, such lack of a marketer may reduce the companys
profitability and we may be unable to find a marketer or execute a marketing
agreement on favorable terms.

Given the
current economic downturn, lack of demand for biodiesel and high feedstock
prices, many biodiesel plants are not currently operating at full capacity or
have shut down temporarily or permanently. Therefore, any plant we may acquire,
merge with, or invest in may not be operating at full capacity, or at all, at
the time our transaction with any such company is complete. This could negatively affect the ability of any plant we may acquire, invest in, or merge with to operate profitably.

Trends and Uncertainties Impacting the
Biodiesel Industry and Our Future Operations

Any company
we may acquire, invest in, or merge with, will be subject to industry-wide factors that
affect the operation of its biodiesel plant and financial performance. These
factors include, but are not limited to, the available supply and cost of
feedstock from which the biodiesel and glycerin will be processed; dependence
on a biodiesel marketer and glycerin marketer to market and distribute its
products, in the event such company utilizes outside marketers; the competitive
nature of the biodiesel industry; possible legislation at the federal, state
and/or local level; changes in federal tax incentives; the cost of complying
with extensive environmental laws that regulate the biodiesel industry; the
risk of decreased demand from European markets; and the biodiesel industrys
lack of market share and instability in the renewable fuels industry as a
whole.

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We
anticipate the revenues of any company we may acquire, merge with, or invest in, will
consist of sales of biodiesel and glycerin. We expect biodiesel sales to
constitute the bulk of its revenues. Although the price of diesel fuel has
increased over the last several years, diesel fuel prices per gallon remain at
levels below or equal to the price of biodiesel. In addition, other more
cost-efficient domestic alternative fuels may be developed and displace
biodiesel as an environmentally-friendly alternative. If diesel prices do not
continue to increase or a new fuel is developed to compete with biodiesel, it
may be difficult to market biodiesel, which could result in the loss of some or
all of the value of our units. Further, if the supply of biodiesel increases
from new biodiesel plants scheduled to begin production or from current plants
beginning to operate at larger percentages of their capacities, then we do not
expect current biodiesel prices to be sustainable in the long term and the
industry will need to continue to grow demand to offset the increased supply
brought to the market place by additional production.

Management
believes that the current U.S. economic recession, the global economic downturn
and the recent financial crisis that led to a collapse of a variety of major
U.S. financial institutions and the federal governments passage of bailout
plans may also place downward pressure on the demand for fuel, including
biodiesel. These factors have caused significant upheaval in the financial
markets and economy of the United States, as well as abroad. Credit markets
have tightened and lending requirements have become more stringent. The U.S.
economy is in the midst of a recession, with increasing unemployment rates and
decreasing retail sales. Commodity markets tumbled as a result of the economic
turmoil, causing oil and other commodity prices to drop significantly.
Management expects that these conditions may lead to a decline in biodiesel
demand and it is uncertain for how long and to what extent these financial
troubles may negatively affect biodiesel demand in the future.

In
addition, demand could be depressed as a result of temporary anti-dumping and
anti-subsidy tariffs imposed by the European Commission on all biodiesel
produced in the United States. The tariffs went into effect March 13, 2009 and
will remain in place until July 2009. At such time, the European Commission may
determine to impose definitive tariffs, which could last for the next five
years. According to the May 2009 issue of the Biodiesel Magazine, the tariffs
result in an additional charge of between $30 to $265 per metric ton of
biodiesel. If demand for biodiesel continues to decline, this could have a
negative effect on the ability of any plant we may acquire, invest in, or merge
with, to operate profitably.

We expect
the results of operations of any company we may acquire, invest in, or merge
with to benefit from federal and state biodiesel supports and tax incentives.
Biodiesel has generally been more expensive to produce than petroleum-based
diesel and, as a result, the biodiesel industry depends on such incentives to
be competitive. Changes to these supports or incentives could significantly
impact demand for biodiesel. The most significant of these are the Volumetric
Ethanol Excise Tax Credit (VEETC), and the Renewable Fuels Standard (RFS), as
amended by the Energy Independence and Security Act of 2007 (the Energy
Independence Act). The VEETC creates a tax credit of $1.00 per gallon of
biodiesel blended with petroleum diesel, but is set to expire on December 31,
2009. The amended RFS requires the use of 9 billion gallons of renewable fuel
in 2008, increasing to 36 billion gallons of renewable fuel by 2022. The RFS
further requires at least 500 million gallons of biodiesel and biomass-based
diesel fuel be blended into the national diesel pool in 2009, increasing to 1
billion gallons by 2012. We anticipate that the RFS may increase demand for
biodiesel in the long-term, as it sets a minimum usage requirement for
biodiesel and other types of biomass-based diesel. However, the EPA recently
issued preliminary findings that soy-based biodiesel fails to meet targets for reducing
greenhouse emissions, as required under the RFS. The RFS requires that
biodiesel reduce greenhouse gas emissions by 40 to 50% when compared to
conventional diesel in order to count towards the RFS mandate. The EPA found
soy-based biodiesel to reduce greenhouse gas emissions by only 22%. Biodiesel
produced from animal fats was found to meet this greenhouse gas emissions
reduction requirement. Thus, Management anticipates there may be increased
demand for biodiesel produced from animal fats in order to contribute to the
RFS mandate. There can be no assurance, however, that demand for biodiesel will
be increased by the RFS, as amended by the Energy Independence Act. It is
already estimated that national biodiesel production capacity far exceeds the
2012 biodiesel and biomass-based diesel use RFS mandate. Accordingly, there is
no assurance that additional production of biodiesel and biomass-based diesel
will not continually outstrip any additional demand for biodiesel that might be
created by the RFS. We also anticipate that the majority of the renewable fuels
utilized to satisfy the RFS will be primarily satisfied by corn-based ethanol
and other types of ethanol, including cellulose-based ethanol.

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Quarterly Financial Results

At April
30, 2009, we had total assets of approximately $23,920,000 consisting primarily
of cash and equivalents and assets held for sale. At April 30, 2009, we had
current liabilities of approximately $164,000 consisting of our accounts
payable and other accrued expenses. Total members equity at April 30, 2009,
was approximately $23,757,000. Since our inception, we have generated no
revenue from operations. For the three months ended April 30, 2009, we had a
net loss of approximately $115,000.

Based upon
our recent determination that building the plant would not likely be feasible due to our inability to obtain debt financing,
we have begun to explore our options for using our funds to acquire, invest in,
or merge with a company that owns a completed biodiesel plant. We have not yet
entered into any definitive documents and are therefore unable to determine
what the total cost of this new business plan will be and we do not currently
have a capitalization plan in place for any acquisition, merger, or investment.
We anticipate as we begin to negotiate definitive documents and narrow our
options for an acquisition, investment, or merger, we will be able to develop a budget and
estimated project cost for this new option.
There can be no assurances that we will successfully negotiate definitive agreements for or close on
any such acquisition, merger or investment. If we cannot complete such transaction, we may be forced
to dissolve our company, in which case, the assets of the company will be distributed according to our
operating agreement, which may result in a loss of your investment.

Sources of Funds

In December
2005, we sold a total of 1,500 units to our founding members at a price of
$333.33 per unit and received aggregate proceeds of $500,000. In addition, in
April 2006 we issued 1,600 units to our seed capital members at a price of $500
per unit and received aggregate proceeds of $800,000. We sold 30,668 units at a
price of $1,000 per unit in our Iowa registered offering and received aggregate
proceeds of $30,668,000. We broke escrow on our Iowa registered offering in
June 2007. We incurred costs of raising capital of approximately $186,000
related to the equity proceeds raised. These costs primarily consisted of legal
fees, professional fees and printing costs. In July 2008, we executed a redemption agreement
with Bratney pursuant to which Bratney agreed to return its 750 membership
units.

We
determined the offering price for our founding members, seed capital and
general offering units based upon the capitalization requirements necessary to
fund our development, organization and financing activities as a
development-stage company with plans to construct and operate a biodiesel
plant. We did not rely upon any independent valuation, book value or other
valuation criteria in determining the founding member, seed capital and general
offering sales price per unit.

Debt Financing

In October
2008, Management determined it would not likely be feasible to obtain the
necessary debt financing to complete construction of our biodiesel plant. We
have therefore begun to explore opportunities to acquire, invest in, or merge
with a company that owns a completed biodiesel plant. We are therefore exploring
our options and have not entered into any definitive agreements and therefore
are uncertain what debt financing, if any, would be necessary  if we were to complete a
merger, acquisition, with or investment in a company that owns a biodiesel plant.

Grants and Government Programs

Currently,
there are limited numbers of grants, loans and forgivable loan programs
available to biodiesel producers. We are uncertain what grants, loans and
forgivable loan programs, if any, will be available and utilized by any company
we may acquire, invest in, or merge with. Some combinations of programs are
mutually exclusive. Funds that we have expended in applying for grants, loans
and forgivable loan programs will likely be a loss, unless we can transfer
those benefits as a result of any acquisition, merger, or investment we enter
into, which is not likely. Any benefits we may have already received may have
to be repaid because we no longer plan to complete construction of our plant.

Critical Accounting Estimates

Management
uses estimates and assumptions in preparing our financial statements in
accordance with Generally Accepted Accounting Principles. Those estimates and
assumptions affect reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities, and reported revenues and expenses.
Significant estimates include long-lived asset and assets held for sale impairment analysis.

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Off-Balance Sheet Arrangements

We do not
have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative
Disclosures about Market Risk

The Company
is not required to provide the information required by this item because it is
a smaller reporting company.

Item 4T. Controls and Procedures

Our
management, including our Chief Executive Officer (the principal executive
officer) Charles Sand, along with our Chief Financial Officer (the principal financial
officer) Dallas Thompson, have reviewed and evaluated the effectiveness of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934, as amended) as of April 30, 2009. Based upon this review
and evaluation, these officers have concluded that our disclosure controls and
procedures were not effective due to the material weaknesses in internal control over financial reporting discussed below.

Due to the
current operations and size of the Company, there is a lack of segregation of
duties in certain functions. The Company is in the process of strengthening
internal controls including enhancing our internal control systems and
procedures to assure that this weakness is corrected and remediated.
Accordingly, our executive officers and management believe that the financial
statements included in this report present fairly in all material respects our
financial condition, results of operations and cash flows for the periods
presented.

Changes in Internal Control over Financial Reporting

Our
management, including our principal executive officer and principal financial
officer, have reviewed and evaluated any changes in our internal control over
financial reporting that occurred during the period ended April 30, 2009 and there has been no
change that has materially affected or is reasonably likely to materially
affect our internal control over financial reporting.

PART II. OTHER
INFORMATION

Item 1. Legal Proceedings

From time
to time in the ordinary course of business, we may be named as a defendant in
legal proceedings related to various issues, including without limitation,
workers compensation claims, tort claims, or contractual disputes. We are not
currently subject to any material legal proceeding or claims. Management does
not believe that there are currently any material unasserted claims against us.

Item 1A. Risk Factors.

The Company
is not required to provide the information required by this item because it is
a smaller reporting company.

Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds

We did not sell any
membership units during the three months ended April 30, 2009. None of our membership units were purchased by or on behalf of the Company
or any affiliated purchaser (as defined in Rule 10b-18(a)(3) of the Exchange Act) of the Company during the three months
ended April 30, 2009.

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|                                                     |  |   |             |     
|---------------------------------------------------- |  | - | ----------- | ----
|Net Proceeds                                         |  | $ | 31,782,000  | (1) 
|Capital Expenditures and Construction
 Related Costs |  |   | (11,259,000 | )   
|Project Development Costs                            |  |   | (1,662,000  | )(2)
|                                                     |  |   |             |     
|Balance                                              |  | $ | 18,861,000  |     

(1)This amount is
our total equity proceeds less the redemption agreement for 750 units we
executed with Bratney and our offering costs of approximately $186,000. The
primary costs we incurred in raising capital included legal fees, accounting
fees, printing and distribution costs, and meeting costs.

(2)This
amount only reflects the funds we have expended as of April 30, 2009 on project development costs and
does not include the approximately $1,295,000 we have received from interest on
investments. The amount we have received from interest has offset the amount we
expended, as reflected on our statement of cash flows and in the table
Estimated Use of Proceeds above.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of
Security Holders

None.

Item 5. Other Information

None.

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Item 6. Exhibits

| |     |                                                                                                                             
| | --- | ----------------------------------------------------------------------------------------------------------------------------
| | (a) | The following exhibits are filed as part of this report. Exhibits
 previously filed are incorporated by reference, as noted.

|            |  |                                               
|----------- |  | ----------------------------------------------
|Exhibit No. |  | Exhibit                                       
|            |  |                                               
|31.1        |  | Certificate
 Pursuant to 17 CFR 240.13a-14(a).
|            |  |                                               
|31.2        |  | Certificate
 Pursuant to 17 CFR 240.13a-14(a).
|            |  |                                               
|32.1        |  | Certificate
 Pursuant to 18 U.S.C. § 1350.    
|            |  |                                               
|32.2        |  | Certificate
 Pursuant to 18 U.S.C. § 1350.    

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.

|      |                |  |                                       
|----- | -------------- |  | --------------------------------------
|      |                |  | SOY ENERGY, LLC                       
|      |                |  |                                       
|Date  | June 15,
 2009 |  | /s/ Charles
 Sand                     
|      |                |  |                                       
|      |                |  | Charles Sand                          
|      |                |  | President
 and Chief Executive Officer
|      |                |  | (Principal
 Executive Officer)        
|      |                |  |                                       
|Date: | June 15,
 2009 |  | /s/ Dallas
 Thompson                  
|      |                |  |                                       
|      |                |  | Dallas Thompson                       
|      |                |  | Treasurer
 and Chief Financial Officer

18

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