**U.S.      SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,      D.C. 20549**

**     **

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** **

**FORM      10-KSB/A**

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| x | **Annual                report under section 13 or 15(d) of the Securities Act of                1934.** |
|---|----------------------------------------------------------------------------------------------------------|

**For      the fiscal year ended December 31, 2006**

| o | **Transition                report under section 13 or 15(d) for the Securities Act of                1934.** |
|---|---------------------------------------------------------------------------------------------------------------|

**For      the Transition period from ______ to _______.**

**Commission      file number: 000-15579**

**Orion      Ethanol, Inc.**

|   | **Nevada**(State                or other jurisdiction ofincorporation                or organization) |   | **87-0348444**(I.R.S.                EmployerIdentification                Number) |   |
|--------|-------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------|--------|

**307      South Main Street**

**(620-672-2814)**

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**Securities      registered under Section 12(b) of the Exchange Act: None**

**Securities      registered under Section 12(g) of the Exchange Act:      None**

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**DOCUMENTS      INCORPORATED BY REFERENCE:**

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**EXPLANATORY      NOTE**

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**FORWARD-LOOKING      STATEMENTS**

|   | · | The                  availability and adequacy of our cash flow to meet our requirements,                  including payment of loans; |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Economic,                  competitive, demographic, business and other conditions in our                  local and                  regional markets; |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Changes                  or developments in laws, regulations or taxes in the ethanol, agricultural                  or energy industries; |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Actions                  taken or omitted to be taken by third parties including our suppliers                  and                  competitors, as well as legislative, regulatory, judicial and other                  governmental authorities; |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Competition                  in the ethanol industry; |
|--------|--------|-------------------------------------------------------|

|   | · | The                  loss of or failure to obtain any license or permit necessary or                  desirable                  in the operation of our business; |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | The                  temporary or permanent delay in the construction of our plant or,                  once                  built, loss of our plant due to casualty, weather, mechanical failure                  or                  any extended or extraordinary maintenance or inspection that may                  be                  required; |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Changes                  in our business strategy, capital improvements or development                  plans; |
|--------|--------|----------------------------------------------------------------------------------------------------------------|

|   | · | The                  availability of additional capital to support capital improvements                  and                  development; and |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Other                  risks identified in this report and in our other filings with the                  Securities and Exchange Commission or the                  SEC. |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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**Table      of Contents**

|                    |   |   |                                                                                                                                                                |   |   | **Page**  |   |
|-------------------------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|----------------|--------|
| PART                III |   |   | 6                                                                                                                                                                   |   |
|                    |   |   |                                                                                                                                                                |   |   |           |   |
| ITEM                9.  |   |   | DIRECTORS,                EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT |   |   | 6              |   |
|                    |   |   |                                                                                                                                                                |   |   |           |   |
| ITEM                10. |   |   | EXECUTIVE                COMPENSATION                                                                                                                               |   |   | 11             |   |
|                    |   |   |                                                                                                                                                                |   |   |           |   |
| ITEM                11. |   |   | SECURITY                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED                STOCKHOLDER MATTERS                                        |   |   | 12             |   |
|                    |   |   |                                                                                                                                                                |   |   |           |   |
| ITEM                12. |   |   | CERTAIN                RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR                INDEPENDENCE                                                             |   |   | 14             |   |
|                    |   |   |                                                                                                                                                                |   |   |           |   |
| ITEM                13. |   |   | EXHIBITS                                                                                                                                                            |   |   | 15             |   |
|                    |   |   |                                                                                                                                                                |   |   |           |   |
| ITEM                14. |   |   | PRINCIPAL ACCOUNTANT                FEES AND SERVICES                                                                                                     |   |   | 18             |   |

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**PART      III **

| **ITEM              9.** | **DIRECTORS,                EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;                COMPLIANCE WITH SECTION 16(****a)                OF THE EXCHANGE ACT** |
|--------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **Name**                               |   | **Age**  |   | **Business                Experience**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | **Director/Officer                Since** |
|----------------------------------------|--------|----------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------|
|                                   |   |     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                      |
| Gary                C. Evans      |   | 49  |   | GARY                C. EVANS is our president and chief executive officer and a member                of our                board of directors. He has held those positions since October 23,                2006.                Mr. Evans is also currently the chairman and chief executive officer                and                founder of GreenHunter Energy, a reporting renewable energy company.                He                has held such position since the inception of GreenHunter Energy                in 2006.                Mr. Evans is also currently a principal of Global Hunter Holdings,                L.P.,                the parent of Global Hunter Securities, LLC. He has acted as a principal                of Global Hunter Holdings since 2005. From 1985 to June 2005, Mr.                Evans                was the chairman, president and chief executive officer of Magnum                Hunter                Resources, Inc., a New York Stock Exchange listed company, until                its $2.2                billion sale to Cimarex Energy Company in June 2005. Mr. Evans is                also                currently the lead director of Novavax, Inc., a NASDAQ listed                pharmaceutical company. |   | 2006                                 |
|                                   |   |     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                      |
| Lane                Hamm          |   | 38  |   | LANE                HAMM is our executive vice president - chief financial officer. Mr.                Hamm                has held that position since August 28, 2006, the date on which we                consummated the reverse acquisition transaction with Orion Ethanol,                LLC.                Mr. Hamm was the chief financial officer of Orion Ethanol, LLC and                its                operating subsidiaries since April 2006. Mr. Hamm acted as an independent                financial consultant during the period from August 2004 through April                2006. From February 1994 through November 2003, Mr. Hamm held several                executive positions at Blockbuster, Inc., an international entertainment                retail company, including the position of chief financial officer                of                Blockbuster Canada from November 2001 through November                2003.                                                                                                                                                                                                                                                                                                                   |   | 2006                                 |
|                                   |   |     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                      |
| Timothy                C. Barker  |   | 27  |   | TIMOTHY                C. BARKER. Mr. Barker is our executive vice president - development.                Mr.                Barker has held that position since August 28, 2006, the date on                which we                consummated the reverse acquisition transaction with Orion Ethanol,                LLC.                Mr. Barker was a vice president of Orion Ethanol, LLC and its operating                subsidiaries since their inception in August 2005. Mr. Barker is                also                currently the president of Fresh-n-lite, LLC, a restaurant holding                company, and he has held that position since October 2003. Prior                to                becoming the president of Fresh-n-lite, LLC, Mr. Barker attended                Washburn                University School of Law where he received a Juris Doctor degree                and prior                to that Mr. Barker received his B.A. from Oklahoma Christian University                in                2001.                                                                                                                                                                                                                          |   | 2006                                 |
|                                   |   |     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                      |

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| **Name** |   | **Age** |   | **Business                Experience** |   | **Director/Officer                Since** |
|----------|--------|---------|--------|----------------------------------------|--------|-------------------------------------------|

| Joshua                N. Barker  |   | 31  |   | JOSHUA                N. BARKER is our executive vice president - risk management. Mr.                Barker                has held that position since August 28, 2006, the date on which we                consummated the reverse acquisition transaction with Orion Ethanol.                Mr.                Barker was a vice president of Orion Ethanol, LLC and its operating                subsidiaries since their inception in August 2005. From March 2003                through                August 2005, Mr. Barker was the president of Midwest Research &                Trading, LLC, an investment advisory business founded by Mr. Barker.                From                August 2001 through March 2003, Mr. Barker worked as an associate                at Stull                and Wood, LLC, a law firm in Pratt, Kansas. Mr. Barker received a                Juris                Doctor degree from the University of Kansas School of Law in 2000                and                received a B.A. from University of Kansas.                                                                                                                                                                                                                                                                                                                                                                                                                  |   | 2006  |
|---------------------------------------|--------|----------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------|
|                                  |   |     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |       |
| Frank                H. Moore    |   | 54  |   | FRANK                H. MOORE* *has                been our vice president - plant operations since October 23, 2006.                Prior                to that, Mr. Moore served as vice president of Parallel Products,                one of                the country’s largest processors of liquid wastes, where he started as                their national operations manager in May 2000, with responsibilities                for                four plants in the US and Canada. From 1994 until 2000, Mr. Moore                served                as general manager of a fuel ethanol partnership for Farmland Industries,                working out of South Dakota. Prior to that time Mr. Moore served                as senior                vice president for Kentucky Agricultural Energy Corp., a Chevron                alternative fuels investment. Mr. Moore has been a member of the                Board of                the Renewable Fuels Association, the trade association for the renewable                fuels industry located in Washington, DC, where he served on its                executive                committee as Treasurer. Mr. Moore has also served as an ethanol industry                lobbyist, and has sat on several U.S. Senatorial advisory committees.                He                received his Bachelor’s Degree from Western Kentucky University in Biology                and Biophysics. |   | 2006  |
|                                  |   |     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |       |

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| **Name** |   | **Age** |   | **Business                Experience** |   | **Director/Officer                Since** |
|----------|--------|---------|--------|----------------------------------------|--------|-------------------------------------------|

| Jerry                Nash                          |   | 46  |   | JERRY                NASH has been a director and the executive vice president - distribution                of our company since October 23, 2006. Mr. Nash has been a shareholder                and                director of Orion Ethanol, LLC since its inception. Prior to that,                Mr.                Nash served as President and CEO of Nash Oil & Gas, Inc., since 1993.                Mr. Nash is not a director of any other public company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | 2006  |
|---------------------------------------------------------|--------|----------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------|
|                                                    |   |     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |       |
| Wallace                Stanberry                   |   | 85  |   | WALLACE                A. STANBERRY has been an independent director of our company since                October                23, 2006. Mr. Stanberry has been President of Transpetco Transport                Company                since 1969. Mr. Stanberry graduated from Louisiana State University                with a                degree in Petroleum Engineering. Mr. Stanberry is not a director                of any                other public company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | 2006  |
|                                                    |   |     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |       |
| J.                Porter Loomis                    |   | 43  |   | J.                PORTER LOOMIS has been an independent director of our company since                October 23, 2006. Mr.                Loomis is the chief                executive officer of The Peoples Bank of Pratt, Kansas and has held                such                position since 1999. Prior to that, Mr. Loomis                was an associate with the Prudential Corporate Finance Group in Newark,                New Jersey. His responsibilities included the analysis, documentation,                and                structuring of private debt placements, leveraged buyout transactions,                and                cashout of leveraged buyout holdings.                Mr.                Loomis graduated from Carleton College, Northfield, Minnesota, with                a BA                degree in Economics in 1985 and received an MBA in finance and accounting                from Cornell University, Ithaca, New York, in 1987. Mr.                Loomis is not a director of any other public company.                                                                                                                                                                                                                                                                                |   | 2006  |
|                                                    |   |     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |       |
| J.L.                “Butch” Meibergen  |   | 50  |   | J.L.                “BUTCH” MEIBERGEN II has                been an independent director of our company since October 23, 2006.                Mr.                Meibergen is the president of Johnston                Grain and Johnston Enterprises (Holding Company) and has held such                position since 1991.                Prior to that, Mr. Meibergen was, starting from 1979, a                grain merchandiser                for Johnston Grain. Mr. Meibergen graduated from Oklahoma State University                in 1979 with a BS degree in Agricultural Economics. Mr. Meibergen                is not a                director of any other public company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | 2006  |
|                                                    |   |     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |       |
| Patrick                N. Barker                   |   | 61  |   | DR.                PATRICK BARKER was, from August 28, 2006 until October 23, 2006,                our                president and chief executive officer. On October 23, 2006, Dr. Barker                relinquished his posts as our president and chief executive officer.                Dr.                Barker, however, remains with our company as our executive chairman.                Dr.                Barker was the chairman of Orion Ethanol, LLC and its operating                subsidiaries since their inception in August 2005 and has been involved                in                the development of our projects since January 2003. Dr. Barker was                also the chief of surgery at Pratt Regional Medical Center in Pratt,                Kansas and held this position from 1975 to 2007. Dr. Barker was a                director of Western Savings Association, 1977 to 1982; and director                of                Columbia Savings Association, 1982 to 1994; director of Western Financial                Corporation, a savings and loan institution, in 1997. While with                the                savings and loan industry, Dr. Barker gained extensive experience                with                mergers and acquisitions of publicly traded entities. |   | 2006  |

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**Family      Relationships**

**Code      of Ethics **

** **

**SECTION      16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE**

**Independence      of the Board of Directors. **

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**Board      of Director Nominations **

**Audit      Committee **

** **

**Security        Holders Communication to the Board of Directors **

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**ITEM        10. **
**EXECUTIVE        COMPENSATION**

***Summary        Compensation Table***
**.**

**SUMMARY        COMPENSATION TABLE**

| **Name                  and Principal****Position** | **Year** | **Salary****($)** | **All                  Other Compensation****($)** | **Total****($)** |
|-----------------------------------------------------|----------|-------------------|----------------------------------------------------|------------------|
|                                                |     |              |                                               |             |
| Gary                  C. Evans - CEO/ Director      | 2006     | 0                 | 0                                                  | 0                |
|                                                |     |              |                                               |             |
| Patrick                  N. Barker - Chairman/CEO   | 2006     | 0                 | 0                                                  | 0                |
|                                                |     |              |                                               |             |
| Timothy                  Halter - CEO/CFO           | 2006     | 0                 | 0                                                  | 0                |
|                                                |     |              |                                               |             |
| Richard                  Jarboe -- COO              | 2006     | 146,250           | 500,000                                            | 646,250          |

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***Outstanding        Equity Awards at Fiscal Year-End***
*.*
** **

***Director        Compensation***
**.        **
** **

| **ITEM              11.** | **SECURITY                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED                STOCKHOLDER MATTERS** |
|---------------------------|----------------------------------------------------------------------------------------------------------------------------------|

**Security      Ownership of Certain Beneficial Owners and Management.**

**Security      Ownership of Certain Beneficial Owners and Management**

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|  **(1)**  **Title                  of Class**  |   |  **(2)**  **Name                  of Beneficial Owner**                                            |   |  **(3)**  **Amount                  and Nature of Beneficial Ownership**  |   |  **(4)**  **Percent                  of Class**  |
|--------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------|
|                                                               |   |                                                                                                                   |   |                                                                                          |   |                                                                 |
|  Common                  Stock                           |   |  Patrick                  N. Barker (5)                                                                      |   |  24,807,057                                                                         |   |  75.95                                                     |
|                                                               |   |                                                                                                                   |   |                                                                                          |   |                                                                 |
|  Common                  Stock                           |   |  Greengroup,                  LLC (5)                                                                        |   |  24,807,057                                                                         |   |  75.95                                                     |
|                                                               |   |                                                                                                                   |   |                                                                                          |   |                                                                 |
|  Common                  Stock                           |   |  Greengroup                  Ethanol, LLC (5)                                                                |   |  24,807,057                                                                         |   |  75.95                                                     |
|                                                               |   |                                                                                                                   |   |                                                                                          |   |                                                                 |
|  Common                  Stock                           |   |  SNB                  Associates, LLC (5)                                                                    |   |  24,807,057                                                                         |   |  75.95                                                     |
|                                                               |   |                                                                                                                   |   |                                                                                          |   |                                                                 |
|  Common                  Stock                           |   |  Gary                  C. Evans                                                                              |   |  0                                                                                  |   |  *                                                         |
|                                                               |   |                                                                                                                   |   |                                                                                          |   |                                                                 |
|  Common                  Stock                           |   |  Lane                  Hamm                                                                                  |   |  0                                                                                  |   |  *                                                         |
|                                                               |   |                                                                                                                   |   |                                                                                          |   |                                                                 |
|  Common                  Stock                           |   |  Joshua                  N. Barker                                                                           |   |  0                                                                                  |   |  *                                                         |
|                                                               |   |                                                                                                                   |   |                                                                                          |   |                                                                 |
|  Common                  Stock                           |   |  Timothy                  C. Barker                                                                          |   |  0                                                                                  |   |  *                                                         |
|                                                               |   |                                                                                                                   |   |                                                                                          |   |                                                                 |
|  Common                  Stock                           |   |  Frank                  H. Moore                                                                             |   |  0                                                                                  |   |  *                                                         |
|                                                               |   |                                                                                                                   |   |                                                                                          |   |                                                                 |
|  Common                  Stock                           |   |  J.                  Porter Loomis                                                                           |   |  0                                                                                  |   |  *                                                         |
|                                                               |   |                                                                                                                   |   |                                                                                          |   |                                                                 |
|  Common                  Stock                           |   |  Wallace                  A. Stanberry                                                                       |   |  0                                                                                  |   |  *                                                         |
|                                                               |   |                                                                                                                   |   |                                                                                          |   |                                                                 |
|  Common                  Stock                           |   |  J.                  L. “Butch” Meibergen                                                        |   |  0                                                                                  |   |  *                                                         |
|                                                               |   |                                                                                                                   |   |                                                                                          |   |                                                                 |
|  Common                  Stock                           |   |  Jerry                  Nash                                                                                 |   |  0                                                                                  |   |  *                                                         |
|                                                               |   |                                                                                                                   |   |                                                                                          |   |                                                                 |
|  Common                  Stock                           |   |  All                  officers and directors as a group ( 10** **persons                  named above)  |   |  24,807,057                                                                         |   |  75.95                                                     |

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**Changes      in Control**

**ITEM      12.  **
**CERTAIN      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR      INDEPENDENCE**

**Transactions      with Related Persons**

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**ITEM      13.  EXHIBITS**

| ***Exhibit                No.***  |   | ***Description***                                                                                                                                                                                                                                                                                                                                                                                      |
|----------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Exhibit                No.**         |   | **Title                of Agreement/Document**                                                                                                                                                                                                                                                                                                                                                         |
| 2.1                                    |   | Securities                Exchange Agreement, dated August 28, 2006, among Orion, Orion Ethanol,                LLC                and members of Orion Ethanol, LLC. [Filed as Exhibit 2.1 to the Form                8-K                filed with Commission on August 29, 2006].                                                                                                              |
| 2.2                                    |   | Unit                Exchange Agreement, dated as of August 28, 2006, among Orion Ethanol,                LLC                and of the members of Orion Development, LLC. [Filed as Exhibit 2.2                to the                Form 8-K filed with the Commission on August 29, 2006].                                                                                                      |
| 2.3                                    |   | Unit                Exchange Agreement, dated August 28, 2006, among Orion Ethanol, LLC                and                each of the member of Gateway Holdco, LLC. [Filed as Exhibit 2.3                to the                Form 8-K filed with the Commission on August 29, 2006].                                                                                                           |
| 3.1                                    |   | Amended                Articles of Incorporation. [Filed as Exhibit to Information Statement                on                Schedule 14C filed with the Commission on October 23, 2006 (Change                of                Name); Filed as Exhibit to Information Statement on Schedule 14C                with the                Commission on December 21, 2006 (Blank check shares)].  |
| 3.2                                    |   | Amended                and Restated Bylaws [Filed as Exhibit 3.1 to Form the Form 8-K filed                with                the Commission on October 10, 2006].                                                                                                                                                                                                                               |
| 3.3                                    |   | Amended                and Restated Orion Ethanol, LLC Operating Agreement, dated August                2, 2006                [Filed as Exhibit 3.3 to the Form 8-K filed with the Commission on                August                29, 2006].                                                                                                                                                 |
| 3.4                                    |   | Gateway                Holdco, LLC Operating Agreement, dated March 30, 2006. [Filed as                Exhibit                3.4 to the Form 8-K filed with the Commission on August 29,                2006].                                                                                                                                                                                   |
| 3.5                                    |   | Gateway                Ethanol, LLC Operating Agreement, dated March 30, 2006. [Filed as                Exhibit                3.5 to the Form 8-K filed with the Commission on August 29,                2006].                                                                                                                                                                                  |
| 3.6                                    |   | Amended                and Restated Orion Development, LLC Operating Agreement, dated August                28,                2006. [Filed as Exhibit 3.6 to the Form 8-K filed with the Commission                on                August 29, 2006].                                                                                                                                           |
| 4.1                                    |   | Form                of Senior 8% Convertible Note. [Filed as Exhibit 4.1 to the Form                8-K filed                with the Commission on November 7, 2006].                                                                                                                                                                                                                            |
| 10.1                                   |   | Financial                Advisory Agreement, dated May 18, 2006, between Halter Financial                Group,                L.P. and Orion Ethanol. [Filed as Exhibit 10.1 to the Form 8-K filed                with                the Commission on August 29, 2006].                                                                                                                        |
| 10.2                                   |   | Ground                Lease, dated March 30, 2006, between Gateway Ethanol and Power To                Go,                L.L.C. [Filed as Exhibit 10.2 to the Form 8-K filed with the Commission                on                August 29, 2006].                                                                                                                                              |

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| ***Exhibit                No.***  |   | ***Description***                              |
|----------------------------------------|--------|------------------------------------------------|
| **Exhibit                No.**         |   | **Title                of Agreement/Document** |

| 10.3  |   | Sublease                Agreement, dated March 30, 2006, between Power to Go, L.L.C. and                Gateway                Ethanol, LLC. [Filed as Exhibit 10.3 to the Form 8-K filed with the                Commission on August 29, 2006].                                                                                                                                                                                                                                                                       |
|-------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.4  |   | Loan                and Security Agreement, dated March 30, 2006 between Gateway Ethanol                and                Dougherty Funding. [Filed as Exhibit 10.4 to the Form 8-K filed with                the                Commission on August 29, 2006].                                                                                                                                                                                                                                                       |
| 10.5  |   | Tax                Increment Secured Promissory Note by Gateway Ethanol, LLC in favor                of                Dougherty Funding, LLC in the principal amount of $11,340,000. [Filed                as                Exhibit 10.5 to the Form 8-K filed with the Commission on August                29,                2006].                                                                                                                                                                                 |
| 10.6  |   | Working                Capital Facilities Term Sheet, dated February 2, 2006, between Gateway                Ethanol and Noble Americas. [Filed as Exhibit 10.6 to the Form 8-K                filed                with the Commission on August 29, 2006].                                                                                                                                                                                                                                                            |
| 10.7  |   | Agreement                for Letter of Credit, dated March 29, 2006, between Gateway Ethanol                and                Noble Americas. [Filed as Exhibit 10.7 to the Form 8-K filed with                the                Commission on August 29, 2006].                                                                                                                                                                                                                                                      |
| 10.8  |   | Subordinated                Loan Agreement, dated March 30, 2006, between Gateway Ethanol, LLC                and                Lurgi PSI. [Filed as Exhibit 10.8 to the Form 8-K filed with the                Commission on August 29, 2006].                                                                                                                                                                                                                                                                        |
| 10.9  |   | Employment                Agreement between Orion Ethanol, LLC and Dr. Patrick N. Barker, dated                August 15, 2006. [Filed as Exhibit 10.9 to the Form 8-K filed with                the                Commission on August 29, 2006].                                                                                                                                                                                                                                                                     |
| 10.10 |   | Employment                Agreement between Orion Ethanol, LLC and H. Richard Jarboe, dated                August                15, 2006. [Filed as Exhibit 10.10 to the Form 8-K filed with the                Commission on August 29, 2006].                                                                                                                                                                                                                                                                        |
| 10.11 |   | Employment                Agreement between Orion Ethanol, LLC and Lane Hamm, dated August                15, 2006.                [Filed as Exhibit 10.11 to the Form 8-K filed with the Commission                on                August 29, 2006].                                                                                                                                                                                                                                                                 |
| 10.12 |   | Employment                Agreement between Orion Ethanol, LLC and Joshua Barker, dated August                15,                2006. [Filed as Exhibit 10.12 to the Form 8-K filed with the Commission                on                August 29, 2006].                                                                                                                                                                                                                                                             |
| 10.13 |   | Employment                Agreement between Orion Ethanol, LLC and Timothy Barker, dated August                15,                2006. [Filed as Exhibit 10.13 to the Form 8-K filed with the Commission                on                August 29, 2006].                                                                                                                                                                                                                                                            |
| 10.14 |   | Property                Tax Increment Rebate Agreement dated as of February 1, 2006 between                Pratt                County, Kansas and Gateway Ethanol, LLC. [Filed as Exhibit 10.14                to the                Form 8-K filed with the Commission on August 29, 2006].                                                                                                                                                                                                                           |
| 10.15 |   | Natural                Gas Risk Management Advisory Agreement, dated March 30, 2006, by                and                between Cargill Commodity Services, Inc., d/b/a Cargill Energy Services                and Gateway Ethanol, LLC and Cargill, Inc. [Filed as Exhibit 10.15                to the                Form 8-K filed with the Commission on October 6, 2006, portions of                which                exhibit were omitted pursuant to a request for confidential                treatment].  |

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| ***Exhibit                No.***  |   | ***Description***                              |
|----------------------------------------|--------|------------------------------------------------|
| **Exhibit                No.**         |   | **Title                of Agreement/Document** |

| 10.16 |   | Energy                Supply Representation and Management Agreement, dated as of March                30,                2006, by and between Cargill, Inc., through its Cargill Energy and                Risk                Management Solutions division and Gateway Ethanol. [Filed as Exhibit                10.16                to the Form 8-K filed with the Commission on October 6, 2006, portions                of                which exhibit were omitted pursuant to a request for confidential                treatment].  |
|-------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.17 |   | Corn                Supply Agreement, dated as of March 30, 2006, by and between Cargill,                Inc., through its AgHorizons Business Unit and Gateway Ethanol. [Filed                as                Exhibit 10.17 to the Form 8-K filed with the Commission on October                6,                2006, portions of which exhibit were omitted pursuant to a request                for                confidential treatment].                                                                                             |
| 10.18 |   | Futures                Advisory Agreement, dated as of March 30, 2006, by and between Cargill                Commodity Services, Inc d/b/a Cargill Direct and Gateway Ethanol,                LLC.                [Filed as Exhibit 10.15 to the Form 8-K filed with the Commission                on                October 6, 2006, portions of which exhibit were omitted pursuant                to a                request for confidential treatment].                                                                                  |
| 10.19 |   | CD                Protein and Grain Risk Management Program Disclosure Document dated                as of                January 12, 2006. [Filed as Exhibit 10.19 to the Form 8-K filed with                the                Commission on October 6, 2006, portions of which exhibit were omitted                pursuant to a request for confidential treatment].                                                                                                                                                                       |
| 10.20 |   | Ethanol                Purchase and Sale Agreement, dated as of December 14, 2005, by and                between                Noble Americas Corp. and Gateway Ethanol, LLC. [Filed as Exhibit                10.15 to                the Form 8-K filed with the Commission on October 6, 2006, portions                of                which exhibit were omitted pursuant to a request for confidential                treatment].                                                                                                      |
| 10.21 |   | Master                Agreement dated, as of March 30, 2006, by and between Cargill, Inc.,                Cargill Commodity Services, Inc. and Gateway Ethanol, LLC. [Filed                as                Exhibit 10.21 to the Form 8-K filed with the Commission on October                6,                2006].                                                                                                                                                                                                                        |
| 10.22 |   | Base                Contract for Sale and Purchase of Natural Gas, dated as of March                30, 2006,                by and between Cargill, Inc and Gateway Ethanol, LLC. [Filed as Exhibit                10.22 to the Form 8-K filed with the Commission on October 6,                2006].                                                                                                                                                                                                                                        |
| 10.23 |   | Distillers                Grains Marketing Agreement, dated as of March 30, 2006, by and between                Cargill, Inc and Gateway Ethanol, LLC. [Filed as Exhibit 10.23 to                the Form                8-K filed with the Commission on October 6, 2006].                                                                                                                                                                                                                                                                    |
| 10.24 |   | Option                to Purchase Real Property Agreement, dated as of October 5, 2006,                by and                between Charter Equities, Inc. and Orion Ethanol, LLC. [Filed as                Exhibit                10.1 to the Form 8-K filed with the Commission on October 25,                2006].                                                                                                                                                                                                                        |
| 10.25 |   | Form                of Subscription Agreement. [Filed as Exhibit 10.1 to the Form 8-K                filed                with the Commission on November 7, 2006].                                                                                                                                                                                                                                                                                                                                                                            |
| 10.26 |   | Registration                Rights Agreement, dated November 3, 2006, among Orion Ethanol, Inc.                and                the several investors party thereto. [Filed as Exhibit 10.2 to the                Form                8-K filed with the Commission on November 7, 2006].                                                                                                                                                                                                                                                    |

----

| ***Exhibit                No.***  |   | ***Description***                              |
|----------------------------------------|--------|------------------------------------------------|
| **Exhibit                No.**         |   | **Title                of Agreement/Document** |

| 10.27      |   | Promissory                Notes dated September 1, 2006 by Orion Ethanol, LLC and each of Patrick                Barker, Timothy Barker and Jerry Nash respectively.  [Filed as                Exhibit 10.27 to the Form 10 QSB/A filed with the Commission on                November 15, 2006].  |
|------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.28      |   | Orion                Ethanol, Inc. 2006 Equity Incentive Plan. [Filed as Exhibit 10.1                to the                Form 8-K filed with the Commission on December 4, 2006].                                                                                                                               |
| 14.1       |   | Code                of Ethics. [Filed as Exhibit 14.1 to the Form 8-K filed with the                Commission on August 29, 2006].                                                                                                                                                                               |
| 16.1       |   | Letter                from Mantyla McReynolds regarding change in certifying accountants.                [Filed                as Exhibit 16.1 to the Form 8-K filed with the Commission on August                29,                2006].                                                                       |
| 20.1  |   | Orion                Ethanol, Inc., Audit Committee Charter.*                                                                                                                                                                                                                                                     |
| 21.1       |   | Subsidiaries.                [Filed as Exhibit 21.1 to the Form 8-K filed with the Commission                on August                29, 2006].                                                                                                                                                                  |
| 31.1*      |   | Certification                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley                Act of 2002.                                                                                                                                                                                 |
| 31.2*      |   | Certification                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley                Act of 2002.                                                                                                                                                                                 |
| 32.1*      |   | Certification                of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley                Act of 2002.                                                                                                                                                                                 |
| 32.2*      |   | Certification                of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley                Act of 2002.                                                                                                                                                                                 |

**Filed      herewith*

**ITEM      14.**
**PRINCIPAL      ACCOUNTANT FEES AND SERVICES**

|                              |   | Fiscal                Year Ended December 31, 2006 |       | Fiscal                Year Ended December 31, 2005 |   |
|-----------------------------------|--------|----------------------------------------------------|------------|----------------------------------------------------|--------|
| Audit                Fees         |   | $                                                  | 102,500.00 |                                               | $      | 11,235 |   |
| Audit                Related Fees |   | $                                                  | 5,988.58   |                                               | $      | 0 |   |
| Tax                Fees           |   | $                                                  | 0          |                                               | $      | 312 |   |
| All                Other Fees     |   | $                                                  | 0          |                                               | $      | 464 |   |

----

----

**SIGNATURES**

|                                      |                                 |                                                   |
|-------------------------------------------|--------------------------------------|--------------------------------------------------------|
|                                      | **ORION ETHANOL,              INC.** |
|                                 |                            |                                              |
| Dated: April                30, 2007 | By:                        | /s/ Gary              C.              Evans  |
|                                      | President              and CEO       |
|                                      |                                      |

| Signatures                              |   | Title                                                            |   | Date                          |
|-----------------------------------------|--------|------------------------------------------------------------------|--------|-------------------------------|
|                                    |   |                                                             |   |                          |
| /s/                Gary C. Evans        |   | President,                Chief Executive                        |   | April                30, 2007 |
| /s/                Gary C. Evans        |   | Officer                and Director                              |   |                          |
|                                    |   |                                                             |   |                          |
| /s/                Patrick N. Barker    |   | Director,                Chairman of the Board                   |   | April                30, 2007 |
| Patrick                N. Barker        |   |                                                             |   |                          |
|                                    |   |                                                             |   |                          |
| /s/Lane                Hamn             |   | Chief                Financial Officer (Principal Financial      |   | April                30, 2007 |
| /s/Lane                Hamn             |   | Officer                & Principal Accounting Officer)  |   |                          |
|                                    |   |                                                             |   |                          |
| /s/                Jerry Nash           |   | Director                                                         |   | April                30, 2007 |
| /s/                Jerry Nash           |   |                                                             |   |                          |
|                                    |   |                                                             |   |                          |
| /s/                Wallace Stanberry    |   | Director                                                         |   | April                30, 2007 |
| /s/                Wallace Stanberry    |   |                                                             |   |                          |
|                                    |   |                                                             |   |                          |
| /s/                J. Porter Loomis     |   | Director                                                         |   | April                30, 2007 |
| /s/                J. Porter Loomis     |   |                                                             |   |                          |
|                                    |   |                                                             |   |                          |
| /s/                J.L. Butch Meibergen |   | Director                                                         |   | April                30, 2007 |
| /s/                J.L. Butch Meibergen |   |                                                             |   |                          |
|                                    |   |                                                             |   |                          |

----

| ***Exhibit                No.***  |   | ***Description***                                                                                                                                                                                                                                                                                                                                                                                      |
|----------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Exhibit                No.**         |   | **Title                of Agreement/Document**                                                                                                                                                                                                                                                                                                                                                         |
| 2.1                                    |   | Securities                Exchange Agreement, dated August 28, 2006, among Orion, Orion Ethanol,                LLC                and members of Orion Ethanol, LLC. [Filed as Exhibit 2.1 to the Form                8-K                filed with Commission on August 29, 2006].                                                                                                              |
| 2.2                                    |   | Unit                Exchange Agreement, dated as of August 28, 2006, among Orion Ethanol,                LLC                and of the members of Orion Development, LLC. [Filed as Exhibit 2.2                to the                Form 8-K filed with the Commission on August 29, 2006].                                                                                                      |
| 2.3                                    |   | Unit                Exchange Agreement, dated August 28, 2006, among Orion Ethanol, LLC                and                each of the member of Gateway Holdco, LLC. [Filed as Exhibit 2.3                to the                Form 8-K filed with the Commission on August 29, 2006].                                                                                                           |
| 3.1                                    |   | Amended                Articles of Incorporation. [Filed as Exhibit to Information Statement                on                Schedule 14C filed with the Commission on October 23, 2006 (Change                of                Name); Filed as Exhibit to Information Statement on Schedule 14C                with the                Commission on December 21, 2006 (Blank check shares)].  |
| 3.2                                    |   | Amended                and Restated Bylaws [Filed as Exhibit 3.1 to Form the Form 8-K filed                with                the Commission on October 10, 2006].                                                                                                                                                                                                                               |
| 3.3                                    |   | Amended                and Restated Orion Ethanol, LLC Operating Agreement, dated August                2, 2006                [Filed as Exhibit 3.3 to the Form 8-K filed with the Commission on                August                29, 2006].                                                                                                                                                 |
| 3.4                                    |   | Gateway                Holdco, LLC Operating Agreement, dated March 30, 2006. [Filed as                Exhibit                3.4 to the Form 8-K filed with the Commission on August 29,                2006].                                                                                                                                                                                   |
| 3.5                                    |   | Gateway                Ethanol, LLC Operating Agreement, dated March 30, 2006. [Filed as                Exhibit                3.5 to the Form 8-K filed with the Commission on August 29,                2006].                                                                                                                                                                                  |
| 3.6                                    |   | Amended                and Restated Orion Development, LLC Operating Agreement, dated August                28,                2006. [Filed as Exhibit 3.6 to the Form 8-K filed with the Commission                on                August 29, 2006].                                                                                                                                           |
| 4.1                                    |   | Form                of Senior 8% Convertible Note. [Filed as Exhibit 4.1 to the Form                8-K filed                with the Commission on November 7, 2006].                                                                                                                                                                                                                            |
| 10.1                                   |   | Financial                Advisory Agreement, dated May 18, 2006, between Halter Financial                Group,                L.P. and Orion Ethanol. [Filed as Exhibit 10.1 to the Form 8-K filed                with                the Commission on August 29, 2006].                                                                                                                        |
| 10.2                                   |   | Ground                Lease, dated March 30, 2006, between Gateway Ethanol and Power To                Go,                L.L.C. [Filed as Exhibit 10.2 to the Form 8-K filed with the Commission                on                August 29, 2006].                                                                                                                                              |
| 10.3                                   |   | Sublease                Agreement, dated March 30, 2006, between Power to Go, L.L.C. and                Gateway                Ethanol, LLC. [Filed as Exhibit 10.3 to the Form 8-K filed with the                Commission on August 29, 2006].                                                                                                                                                 |

----

| ***Exhibit                No.***  |   | ***Description***                              |
|----------------------------------------|--------|------------------------------------------------|
| **Exhibit                No.**         |   | **Title                of Agreement/Document** |

| 10.4  |   | Loan                and Security Agreement, dated March 30, 2006 between Gateway Ethanol                and                Dougherty Funding. [Filed as Exhibit 10.4 to the Form 8-K filed with                the                Commission on August 29, 2006].                                                                                                                                                                                                                                                                              |
|-------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.5  |   | Tax                Increment Secured Promissory Note by Gateway Ethanol, LLC in favor                of                Dougherty Funding, LLC in the principal amount of $11,340,000. [Filed                as                Exhibit 10.5 to the Form 8-K filed with the Commission on August                29,                2006].                                                                                                                                                                                                        |
| 10.6  |   | Working                Capital Facilities Term Sheet, dated February 2, 2006, between Gateway                Ethanol and Noble Americas. [Filed as Exhibit 10.6 to the Form 8-K                filed                with the Commission on August 29, 2006].                                                                                                                                                                                                                                                                                   |
| 10.7  |   | Agreement                for Letter of Credit, dated March 29, 2006, between Gateway Ethanol                and                Noble Americas. [Filed as Exhibit 10.7 to the Form 8-K filed with                the                Commission on August 29, 2006].                                                                                                                                                                                                                                                                             |
| 10.8  |   | Subordinated                Loan Agreement, dated March 30, 2006, between Gateway Ethanol, LLC                and                Lurgi PSI. [Filed as Exhibit 10.8 to the Form 8-K filed with the                Commission on August 29, 2006].                                                                                                                                                                                                                                                                                               |
| 10.9  |   | Employment                Agreement between Orion Ethanol, LLC and Dr. Patrick N. Barker, dated                August 15, 2006. [Filed as Exhibit 10.9 to the Form 8-K filed with                the                Commission on August 29, 2006].                                                                                                                                                                                                                                                                                            |
| 10.10 |   | Employment                Agreement between Orion Ethanol, LLC and H. Richard Jarboe, dated                August                15, 2006. [Filed as Exhibit 10.10 to the Form 8-K filed with the                Commission on August 29, 2006].                                                                                                                                                                                                                                                                                               |
| 10.11 |   | Employment                Agreement between Orion Ethanol, LLC and Lane Hamm, dated August                15, 2006.                [Filed as Exhibit 10.11 to the Form 8-K filed with the Commission                on                August 29, 2006].                                                                                                                                                                                                                                                                                        |
| 10.12 |   | Employment                Agreement between Orion Ethanol, LLC and Joshua Barker, dated August                15,                2006. [Filed as Exhibit 10.12 to the Form 8-K filed with the Commission                on                August 29, 2006].                                                                                                                                                                                                                                                                                    |
| 10.13 |   | Employment                Agreement between Orion Ethanol, LLC and Timothy Barker, dated August                15,                2006. [Filed as Exhibit 10.13 to the Form 8-K filed with the Commission                on                August 29, 2006].                                                                                                                                                                                                                                                                                   |
| 10.14 |   | Property                Tax Increment Rebate Agreement dated as of February 1, 2006 between                Pratt                County, Kansas and Gateway Ethanol, LLC. [Filed as Exhibit 10.14                to the                Form 8-K filed with the Commission on August 29, 2006].                                                                                                                                                                                                                                                  |
| 10.15 |   | Natural                Gas Risk Management Advisory Agreement, dated March 30, 2006, by                and                between Cargill Commodity Services, Inc., d/b/a Cargill Energy Services                and Gateway Ethanol, LLC and Cargill, Inc. [Filed as Exhibit 10.15                to the                Form 8-K filed with the Commission on October 6, 2006, portions of                which                exhibit were omitted pursuant to a request for confidential                treatment].                         |
| 10.16 |   | Energy                Supply Representation and Management Agreement, dated as of March                30,                2006, by and between Cargill, Inc., through its Cargill Energy and                Risk                Management Solutions division and Gateway Ethanol. [Filed as Exhibit                10.16                to the Form 8-K filed with the Commission on October 6, 2006, portions                of                which exhibit were omitted pursuant to a request for confidential                treatment].  |

----

| ***Exhibit                No.***  |   | ***Description***                              |
|----------------------------------------|--------|------------------------------------------------|
| **Exhibit                No.**         |   | **Title                of Agreement/Document** |

| 10.17 |   | Corn                Supply Agreement, dated as of March 30, 2006, by and between Cargill,                Inc., through its AgHorizons Business Unit and Gateway Ethanol. [Filed                as                Exhibit 10.17 to the Form 8-K filed with the Commission on October                6,                2006, portions of which exhibit were omitted pursuant to a request                for                confidential treatment].             |
|-------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.18 |   | Futures                Advisory Agreement, dated as of March 30, 2006, by and between Cargill                Commodity Services, Inc d/b/a Cargill Direct and Gateway Ethanol,                LLC.                [Filed as Exhibit 10.15 to the Form 8-K filed with the Commission                on                October 6, 2006, portions of which exhibit were omitted pursuant                to a                request for confidential treatment].  |
| 10.19 |   | CD                Protein and Grain Risk Management Program Disclosure Document dated                as of                January 12, 2006. [Filed as Exhibit 10.19 to the Form 8-K filed with                the                Commission on October 6, 2006, portions of which exhibit were omitted                pursuant to a request for confidential treatment].                                                                                       |
| 10.20 |   | Ethanol                Purchase and Sale Agreement, dated as of December 14, 2005, by and                between                Noble Americas Corp. and Gateway Ethanol, LLC. [Filed as Exhibit                10.15 to                the Form 8-K filed with the Commission on October 6, 2006, portions                of                which exhibit were omitted pursuant to a request for confidential                treatment].                      |
| 10.21 |   | Master                Agreement dated, as of March 30, 2006, by and between Cargill, Inc.,                Cargill Commodity Services, Inc. and Gateway Ethanol, LLC. [Filed                as                Exhibit 10.21 to the Form 8-K filed with the Commission on October                6,                2006].                                                                                                                                        |
| 10.22 |   | Base                Contract for Sale and Purchase of Natural Gas, dated as of March                30, 2006,                by and between Cargill, Inc and Gateway Ethanol, LLC. [Filed as Exhibit                10.22 to the Form 8-K filed with the Commission on October 6,                2006].                                                                                                                                                        |
| 10.23 |   | Distillers                Grains Marketing Agreement, dated as of March 30, 2006, by and between                Cargill, Inc and Gateway Ethanol, LLC. [Filed as Exhibit 10.23 to                the Form                8-K filed with the Commission on October 6, 2006].                                                                                                                                                                                    |
| 10.24 |   | Option                to Purchase Real Property Agreement, dated as of October 5, 2006,                by and                between Charter Equities, Inc. and Orion Ethanol, LLC. [Filed as                Exhibit                10.1 to the Form 8-K filed with the Commission on October 25,                2006].                                                                                                                                        |
| 10.25 |   | Form                of Subscription Agreement. [Filed as Exhibit 10.1 to the Form 8-K                filed                with the Commission on November 7, 2006].                                                                                                                                                                                                                                                                                            |
| 10.26 |   | Registration                Rights Agreement, dated November 3, 2006, among Orion Ethanol, Inc.                and                the several investors party thereto. [Filed as Exhibit 10.2 to the                Form                8-K filed with the Commission on November 7, 2006].                                                                                                                                                                    |
| 10.27 |   | Promissory                Notes dated September 1, 2006 by Orion Ethanol, LLC and each of Patrick                Barker, Timothy Barker and Jerry Nash respectively. [Filed as Exhibit                10.27 to the Form 10 QSB/A filed with the Commission on November                15, 2006].                                                                                                                                                |
| 10.28 |   | Orion                Ethanol, Inc. 2006 Equity Incentive Plan. [Filed as Exhibit 10.1                to the                Form 8-K filed with the Commission on December 4, 2006].                                                                                                                                                                                                                                                                            |

----

| ***Exhibit                No.***  |   | ***Description***                              |
|----------------------------------------|--------|------------------------------------------------|
| **Exhibit                No.**         |   | **Title                of Agreement/Document** |

| 14.1       |   | Code                of Ethics. [Filed as Exhibit 14.1 to the Form 8-K filed with the                Commission on August 29, 2006].                                                                                                          |
|------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 16.1       |   | Letter                from Mantyla McReynolds regarding change in certifying accountants.                [Filed                as Exhibit 16.1 to the Form 8-K filed with the Commission on August                29,                2006].  |
| 20.1  |   | Orion                Ethanol, Inc., Audit Committee Charter.*                                                                                                                                                                                |
| 21.1       |   | Subsidiaries.                [Filed as Exhibit 21.1 to the Form 8-K filed with the Commission                on August                29, 2006]                                                                                              |
| 31.1*      |   | Certification                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley                Act of 2002.                                                                                                            |
| 31.2*      |   | Certification                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley                Act of 2002.                                                                                                            |
| 32.1*      |   | Certification                of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley                Act of 2002.                                                                                                            |
| 32.2*      |   | Certification                of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley                Act of 2002.                                                                                                            |

----