UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x	Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
	For the fiscal year ended October 31, 2011
	For the fiscal year ended October 31, 2012
	OR
o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
	For the transition period from to .
	COMMISSION FILE NUMBER 000-53112

SOY ENERGY, LLC

(Exact name of registrant as specified in its charter)

Iowa				20-4026473
(State or other jurisdiction ofincorporation or organization)				(I.R.S. Employer Identification No.)
4172 19th Street SW, Mason City, Iowa 50401
(Address of principal executive offices)
(641) 421-7590
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Membership Units

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

o Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

xo Yes ox No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

xo Yes ox No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act:



Large Accelerated Filer o	Accelerated Filer o
Non-Accelerated Filer o	Smaller Reporting Company x

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

o Yes x No

The aggregate market value of the voting and non-voting common equity of the registrant, held by non-affiliates, computed by reference to the price at which the common equity was last sold as of April 30, ~~2011~~2012 was $3119,~~183~~948,~~000~~125. The Company's membership units are not traded on any public market or exchange and this value is based on the price at which the Company last offered its membership units for sale.

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of ~~February~~June 1413, ~~2012~~2013, we had 33,~~018~~348 membership units outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The information required in Part III of this Annual Report is incorporated herein by reference to the Company's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days of the close of the fiscal year ended October 31, 2011.

INDEX

	Page Number
PART I	3
Item 1. Business	3
Item 1A. Risk Factors	8
Item 2. Properties	129
Item 3. Legal Proceedings	129
Item 4. (Removed and Reserved)	12
Item 4. Mine Safety Disclosures	9
PART II	139
Item 5. Market for Registrant's Common Equity, Related Member Matters and Issuer Purchases of Equity Securities	139
Item 6. Selected Financial Data	1310
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	1310
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	1714
Item 8. Financial Statements and Supplementary Data	1815
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3230
Item 9A. Controls and Procedures	3230
Item 9B. Other Information	3331
PART III	3331
Item 10. Directors, Executive Officers and Corporate Governance	3331
Item 11. Executive Compensation	33
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Member Matters	3334
Item 13. Certain Relationships and Related Transactions, and Director Independence	3334
Item 14. Principal Accounting Fees and Services	3335
PART IV	3335
Item 15. Exhibits, Financial Statement Schedules	3335
SIGNATURES	3537

PART I

We prepared the following discussion and analysis to help you better understand our financial condition, changes in our financial condition, and results of operations for the fiscal years ended October 31, ~~2011~~2012 and ~~2010~~2011. Unless otherwise stated, references in this report to particular years or quarters refer to our fiscal years ended in October and the associated quarters of those fiscal years.

Forward Looking Statements

• ~~Overcapacity~~Our ~~within~~ability to secure member approval to sell the Mason City biodiesel ~~industry~~production facility;

• ~~Our~~Or ability to ~~successfully~~maintain ~~install~~our ~~equipment~~liquidity tountil ~~make~~we ~~the~~can ~~Mason~~close ~~City~~on ~~biodiesel~~a ~~production~~sale ~~facility~~of athe ~~multi-feedstock~~biodiesel ~~capable~~production ~~plant~~facility;

• ~~Our~~The ~~ability~~price tothat ~~effectively~~we ~~operate~~receive for the ~~Mason~~sale ~~City~~of our biodiesel production facility ~~and manage our business~~;

• ~~Changes~~Our inability to work with our ~~business~~creditors ~~strategy,~~to ~~capital~~avoid ~~improvements~~foreclosure orand ~~development~~forced ~~plans~~sale of our biodiesel production facility;


•	Availability and costs of feedstock, particularly soy oil, animal fats and corn oil;

• Actual biodiesel and glycerin production varying from expectations;


•	Changes in or elimination of governmental laws, tariffs, trade or other controls or enforcement practices such as national, state or local energy policy; federal biodiesel tax incentives; or environmental laws and regulations that apply to the Mason City biodiesel production facility;


•	Changes in the weather or general economic conditions impacting the availability and price of vegetable oils and animal fats;


•	Total U.S. consumption of diesel;


•	Weather changes, strikes, transportation or production problems causing supply interruptions or shortages affecting the availability and price of feedstock;


•	Changes in interest rates or the availability of credit;

• Our ability to generate free cash flow to operate and invest in our business;


•	Our potential liability resulting from future litigation;


•	General economic conditions;


•	Our ability to sell assets held for sale at their carrying value minus selling costs;


•	Changes and advances in biodiesel production technology;


•	Restrictive covenants in our loan agreement;


•	Competition from other alternative fuels; and


•	Other factors described elsewhere in this report.

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

ITEM 1. BUSINESS

Business Development

Soy Energy, LLC (referred to herein as "“Soy Energy"” the "“Company"” "“us"” or "“we"”) is aan ~~development stage~~ Iowa limited liability company, ~~with~~which nowas ~~prior operating history. We were~~ organized ~~as an Iowa limited liability company~~ by filing articles of organization with the Iowa Secretary of State on December 15, 2005. We sold our first batch of biodiesel in January 2012 and we sold our first batch of corn stillage oil based biodiesel in March 2012.

InAsset ~~September~~Sale 2010, we completed the purchase of a biodiesel production facility located in Mason City, Iowa which was in bankruptcy. We engaged Ball Industrial Services, LLC ("Ball") to retrofit the biodiesel production facility in order to provide greater feedstock flexibility for the biodiesel production facility. Pursuant to our agreement, Ball provided design, engineering, procurement, testing, training, and construction services and labor, materials, supplies and equipment for modifications to the Transaction

We are in the process of pursuing a sale of our assets to REG Mason City, LLC (“REG Mason City”), a wholly owned subsidiary of Renewable Energy Group, Inc. (“REG”). We are pursuing the asset sale because we have had multiple setbacks since purchasing the Mason City biodiesel production facility which have negatively impacted our ability to continue to operate. These setbacks include general conditions in the biodiesel industry; the time and cost to commission and install the new feedstock pre-treatment front end; the methanol tank rupture and fire in May 2012, which closed the facility; and pending legal issues. We

~~Mason~~have ~~City~~incurred ~~biodiesel~~significant ~~production~~losses ~~facility~~since our inception and we continue to incur losses. We ~~agreed~~have tonot ~~pay~~operated ~~Ball~~since October 2012 and have had only limited sales of remaining inventory since that time. As a ~~maximum~~result of ~~$8,350,000~~our tolosses ~~complete~~and the ~~work~~fact onthat the biodiesel production facility has not been operational since October 2012, ~~including~~we aare in default of our loan with our primary lender, OSM-REO FF, LLC (“OSM”). We owe OSM approximately $~~350~~5.7 million and have an obligation to pay certain subordinated creditors approximately $1.04 million. Further, we have accrued approximately $4.4 million in accounts payable and several lawsuits are pending by companies seeking payments for amounts they claim we owe. We currently have less than $10,000 ~~project~~in ~~management~~cash ~~fee~~compared to more than $11 million in liabilities.

WeAs ~~spent~~a ~~most~~result of our ~~2011~~financial ~~fiscal~~condition, ~~year~~in ~~completing~~September ~~the~~2012, ~~necessary~~our ~~upgrades~~board of directors started to ~~the~~evaluate ~~Mason~~its ~~City~~options ~~biodiesel~~for ~~production~~either ~~facility~~raising ~~and~~additional ~~restarting~~capital ~~operations~~or selling our assets. ~~Due~~Our board of directors determined that it would not be feasible to raise a sufficient amount of capital in order to make the ~~fact~~necessary ~~that~~repairs to the biodiesel production facility ~~was~~and ~~not~~secure ~~operating~~the atworking capital necessary to restart operations. Therefore, in November 2012, the ~~time~~board wedetermined ~~purchased~~that it, wewas ~~had~~in tothe ~~spend~~best ~~time~~interests ~~working~~of our members to ~~restart~~find ~~the~~a ~~original~~purchaser ~~plant~~for our assets in ~~addition~~order to ~~the~~repay ~~construction~~our ofoutstanding ~~the~~liabilities ~~additional~~and ~~pre-treatment~~attempt ~~equipment~~to wereturn ~~added~~a toportion ~~the~~of ~~plant.~~our members' investments.

~~Following~~Effective ~~the~~May ~~end~~1, of2013, ~~our~~we ~~2011~~executed ~~fiscal~~an ~~year,~~Asset wePurchase ~~completed~~Agreement (the ~~construction~~“Asset ~~projects~~Purchase atAgreement”) with REG and REG Mason City. Pursuant to the ~~biodiesel~~Asset ~~production~~Purchase ~~facility~~Agreement, ~~and~~we ~~have~~agreed ~~commenced~~to ~~producing~~sell ~~biodiesel. We~~substantially ~~had~~all of our ~~first~~assets ~~biodiesel~~to ~~sale~~REG inMason ~~January 2012~~City. WeThe ~~have~~purchase ~~produced~~price ~~biodiesel~~(which ~~using~~is ~~both~~subject ~~soybean~~to ~~oil~~reduction ~~and~~for ~~corn~~delays, ~~oil~~certain asexpenses ~~the~~advanced ~~feedstock. We~~by ~~are~~REG ~~currently~~to inus ~~production~~and atliabilities related to our indemnification obligations under the ~~biodiesel~~Asset ~~production~~Purchase ~~facility,~~Agreement) ~~however,~~for weour ~~continue~~assets tois ~~work~~$16.6 tomillion, ~~find~~which ~~efficiencies~~is divided between $11 million in ~~operating~~cash ~~the~~and ~~facility~~a $5. ~~Management~~6 ~~anticipates~~million ~~that~~promissory ~~the~~note ~~process~~issued ofby ~~fine~~REG ~~tuning~~Mason City and secured by REG Mason City's equipment and fixtures, a mortgage on the ~~operation~~real ofproperty related to the Mason City biodiesel production facility ~~will~~and ~~last~~certain ~~for~~general ~~some~~intangibles ~~time~~(the “Promissory Note”). However, ~~which~~REG isMason ~~typical~~City's ~~for~~payment ~~this~~obligations ~~type~~under ofthe ~~facility. Management~~Promissory ~~anticipates~~Note asare wesubordinated ~~continue~~to up to ~~work~~$6 onmillion ~~finding~~of ~~these~~debt ~~efficiencies,~~REG ~~our~~Mason ~~ability~~City plans to ~~produce~~borrow ~~biodiesel~~from ~~will~~REG ~~increase~~for repair and improvement of the facility. REG Mason City's obligations under the Promissory Note are not guaranteed by REG.

OnDue ~~March~~to 18our current financial condition and lack of liquid assets, ~~2011~~if our members do not approve the Asset Sale, we ~~entered~~will ~~into~~likely abe ~~second~~forced ~~amendment~~ to file bankruptcy. Also, if our ~~loan~~members ~~agreement~~do ~~with~~not ~~OSM-REO~~approve ~~FF,~~the ~~LLC~~Asset ~~(OSM)~~Sale, ~~which~~it is likely that OSM, our primary lender., ~~The~~will ~~purpose~~institute ofa ~~this~~foreclosure ~~amendment~~action ~~was~~and take our assets. We are planning to ~~define~~hold ~~certain~~a ~~terms~~member meeting in July 2013 in order to seek the ~~loan~~approval ~~agreement~~of ~~which~~our ~~related~~members to ~~our~~proceed ~~covenant~~with ~~calculations.~~the ~~This~~sale ~~amendment~~of ~~clarified~~the ~~our~~biodiesel ~~obligations~~production ~~pursuant~~facility and to ~~the~~dissolve ~~loan~~and ~~agreement.~~liquidate Soy Energy.

WeBusiness ~~obtained~~Development aDuring $4Fiscal ~~million~~Year line of credit with First Citizens National Bank ("First Citizens") on October 17, 2011 which will be used to purchase raw materials to operate the biodiesel plant. Our ability to draw funds on this line of credit is limited by a borrowing base calculation. Further, half of the $4 million principal amount of the line of credit is not available to us until we have commenced operations and the biodiesel production facility is operating profitably. The borrowing base calculation takes into account our accounts receivable, inventory, and the amount we currently have outstanding on the line of credit to determine whether we can draw funds on the line of credit. The details of our credit agreements are described below in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Long-Term and Short-Term Debt Sources.2012

On May 15, 2012, a methanol storage tank rupture occurred at our biodiesel production facility. Following the tank rupture, the biodiesel production facility was evacuated. None of our employees were injured. Following the incident, the biodiesel production facility was inspected by an independent third party. The independent third party generated a report which was shared with our insurance company and OSHA. We restarted operations at the biodiesel production facility in July 2012 after the methanol tank rupture.

Effective August 16, 2012, we executed a Feedstock and Biodiesel Sale and Service Agreement with Bunge North America, Inc. (“Bunge”) that allowed us to produce biodiesel from feedstock provided and owned by Bunge. Terms of the agreement called for Bunge to be the exclusive feedstock supplier to the Mason City biodiesel production facility. Bunge agreed to provide a processing fee to us in exchange for the biodiesel production pursuant to the agreement. The initial term of the agreement was scheduled to end on December 31, 2013, unless the agreement was terminated pursuant to the terms of the agreement. The agreement automatically renewed for successive one-year terms unless either party provided 30 days notice of its intent not to renew the agreement prior to the expiration of the initial term. We are in the process of negotiating a termination of this agreement with Bunge due to the anticipated sale of the Mason City biodiesel production facility.

On August 21, 2012, we were served with a foreclosure lawsuit by Wolin & Associates, Inc. (“Wolin”) which seeks to foreclose two mechanics liens it filed against the Mason City biodiesel production facility. The total amount of these mechanics liens is approximately $850,000. Management has answered Wolin's claims in the foreclosure lawsuit. Management is working with Wolin to address the outstanding issues related to this lawsuit.

We had a line of credit agreement with First Citizens bank which we repaid on August 29, 2012 and the line of credit was terminated.

On October 31, 2012, we executed an engagement agreement with Eiler Capital Advsiors, LLC ("ECA") to assist us in raising additional capital for our operations or selling the Mason City biodiesel production facility. ECA agreed to assist us in identifying sources of capital, identifying potential purchasers of our assets, negotiating agreements related to a capital raise or sale and providing other assistance in closing a sale of the biodiesel production facility. If we proceed with the proposed sale of

the biodiesel production facility to REG, we will pay ECA a fee of the lesser of 2% of the total consideration received from the sale of our assets or $250,000. We also agreed to reimburse ECA for its reasonable out of pocket expenses related to the engagement.

We have received various written notices of default from OSM, our primary lender. We are out of compliance with each of the financial loan covenants in our loan agreement with OSM and we have failed to make payments on our OSM loan since October 2012, amongst other defaults under our loans. In order to address these events of default, we executed a Forbearance Agreement with OSM on February 15, 2013 (the "Forbearance Agreement"). Pursuant to the Forbearance Agreement, OSM agreed not to proceed with its remedies under the loan agreement until the earlier of April 30, 2013 or the termination of the Forbearance Agreement. On April 25, 2013, we executed the First Amendment to Forbearance Agreement which extended the deadline of the forbearance until July 31, 2013. On May 8, 2013, we executed the Second Amendment to Forbearance Agreement which addressed certain defaults related to us executing the Asset Purchase Agreement. During the time that the Forbearance Agreement is in effect, OSM has agreed not to proceed with any of its rights and remedies under the loan agreement, including its ability to institute a foreclosure action. The Forbearance Agreement can be terminated by OSM in the event our negotiations with REG regarding a sale of the biodiesel production facility are abandoned, if our financial condition materially deteriorates, if we violate any of the agreements we made in the Forbearance Agreement, and for other reasons included in the Forbearance Agreement. If the Forbearance Agreement terminates, OSM could pursue any of its rights or remedies under the loan agreements, including pursuing a foreclosure of its interest in the Mason City biodiesel production facility. If OSM were to proceed with a foreclosure, we may lose the biodiesel production facility and the other assets which are pledged as collateral for the OSM loan.

As a result of the events of default that are outstanding pursuant to the loan agreement, we have classified approximately $5.6 million of our long-term debt as current and have written-off the related debt issuance costs of approximately $121,000.

The problems that we have experienced in commencing operations at our biodiesel production facility and liquidity issues we face raise concerns about our ability to continue as a going concern. Management is in the process of trying to complete a sale of the Mason City biodiesel production facility. However, we continue to struggle to maintain liquidity.

Principal Products and Markets

The principal products we ~~produce~~produced ~~are~~during our 2012 fiscal year were biodiesel and crude glycerin. During our 2011 fiscal year, we did not have any biodiesel sales and sold only a small amount of soapstock and glycerin at the end of our 2011 fiscal year. ~~However,~~We ~~subsequent~~marketed ~~to the end of~~ our ~~2011 fiscal year, we did have sales of~~ biodiesel~~. We~~ ~~have~~through ~~engaged a professional third-party marketer,~~ Renewable Products Marketing Group (“RPMG”), which iswas responsible for marketing and selling all of the biodiesel that we ~~produce~~produced. RPMG makes decisions regarding where our products ~~are~~were marketed and sold. We internally ~~market~~marketed the glycerin and other co-products that we produce, without the assistance of a professional third party marketer. At the end of our 2012 fiscal year, we entered into a toll manufacturing agreement with Bunge as described above which made Bunge the sole customer for our biodiesel produced pursuant to the toll manufacturing agreement. We are in the process of negotiating a termination of the Bunge toll manufacturing agreement.

Biodiesel

Biodiesel is a clean-burning alternative fuel produced from domestic, renewable resources. Biodiesel is primarily used in diesel engines. ~~Biodiesel~~ ~~can also be used as home heating oil.~~ Biodiesel is comprised of mono-alkyl esters of long chain fatty acids derived from vegetable oils or animal fats, that can be used as feedstock for our facility. A chemical process called esterification converts the free fatty acids from the base oil and creates the desired esters. Esterification is the reaction of vegetable oil or animal fat with an alcohol, such as methanol ~~or ethanol~~, in the presence of a catalyst. The process yields four products: mono-alkyl ester (biodiesel), glycerin, feed quality fat, and methanol. The methanol can be used again in the process. Biodiesel can then be used in neat (pure) form, or blended with petroleum diesel. Biodiesel's physical and chemical properties, as they relate to operations of diesel engines, are similar to petroleum-based diesel fuel. As a result, biodiesel, in its pure form or blended with petroleum diesel, may be used in most standard diesel engines without making any engine modifications.

Biodiesel that is in neat (pure) form is typically designated in the marketplace as B100. The 100 indicates that the fuel is 100% biodiesel. Biodiesel is frequently blended with petroleum based diesel. When biodiesel is blended, it is typically identified in the marketplace according to the percentage of biodiesel in the blend. For instance, B20 indicates that 20% of the fuel is biodiesel and 80% is petroleum-based diesel.

Glycerin

Glycerin is the primary co-product of biodiesel production. Glycerin is produced at a rate of approximately 10% of the quantity of biodiesel produced. Glycerin possesses a unique combination of physical and chemical properties that make it suitable for use in a wide variety of products. It is highly stable under typical storage conditions, compatible with a wide variety of other ~~chemicals and comparatively non-toxic. Glycerin has many applications, including as an ingredient or processing aid in cosmetics,~~

chemicals and comparatively non-toxic. Glycerin has many applications, including as an ingredient or processing aid in cosmetics, toiletries, personal care, drugs, and food products. Our glycerin, however, cannot be used in pharmaceutical products without further processing, and we do not have the capabilities to refine our glycerin into pharmaceutical quality.

Distribution Methods of Principal Products

On August 12, 2010, we entered into a ~~biodiesel~~Biodiesel Marketing Agreement (the "“Marketing Agreement"”) with RPMG~~, Inc~~. ~~("RPMG").~~ Pursuant to the terms of the Marketing Agreement, we agreed that RPMG ~~will~~would market all of the biodiesel weproduced ~~produce~~ at the Mason City biodiesel production facility during the term of the Marketing Agreement. However, we reserved the right to produce biodiesel pursuant to toll manufacturing agreements that ~~will~~would not be subject to the Marketing Agreement. Toll manufacturing agreements are contracts where we produce biodiesel using feedstock supplied by the ultimate purchaser of the biodiesel that is produced pursuant to the agreement. Toll manufacturing agreements allow us to produce biodiesel without incurring the significant upupfront ~~front~~ cost of purchasing feedstock. As discussed above, at the end of our 2012 fiscal year, we entered into a toll manufacturing agreement with Bunge in order to preserve our liquidity and avoid having to incur the significant upfront cost of purchasing feedstock.

The Marketing Agreement ~~requires~~required RPMG to use commercially reasonable efforts to obtain the best price for all biodiesel sold under the Marketing Agreement. However, RPMG ~~has~~had complete discretion to fix the price, terms and conditions of any biodiesel sales it ~~arranges~~arranged under the Marketing Agreement. We agreed to pay RPMG a monthly marketing fee based on a percentage of sales for its services under the Marketing Agreement. We ~~are~~were also responsible for the distribution costs associated with RPMG marketing our biodiesel. RPMG iswas responsible for coordinating the shipment of all of the biodiesel it ~~sells~~sold on our behalf.

The Marketing Agreement ~~has~~had an initial term of two years. Following the initial term ~~of the Marketing Agreement~~, the Marketing Agreement ~~will~~ automatically ~~renew~~renewed for successive one year terms, unless either party gives written notice of non-renewal to the other party not less than 180 days before the end of the then current term.

Our products can be delivered by truck or rail. We have established rail service directly to the plant so that we are able to ship biodiesel to our customers by rail. The biodiesel production facility is served by ~~the~~two ~~Iowa Traction Railroad, which connects to the Canadian Pacific Railway~~railroads. WeThe dobiodiesel ~~not~~production ~~anticipate~~facility ~~having~~is aserved ~~written~~on ~~agreement~~the ~~with~~south side by the Iowa Traction Railroad ~~other than the crossing agreement~~, which ~~was~~connects ~~transferred~~ to usthe ~~from~~Union ~~Freedom~~Pacific. On ~~Fuels~~the ~~when~~north weside ~~purchased~~of the ~~Mason City~~ biodiesel production facility~~. We~~, ~~anticipate that~~ we ~~may~~have ~~enter into~~ a ~~written~~direct ~~agreement~~connection ~~with~~to the Canadian Pacific Railway ~~in the future~~.

New Products

We ~~did not introduce any new products during our 2011 fiscal year. However, now that we are operating the biodiesel production facility, we have~~ started selling biodiesel and glycerin during our 2012 fiscal year.

Competition in Biodiesel Industry

The products that we sell are commodity products where competition is typically based on price and consistent quality. Currently, there is significantly more biodiesel production capacity in the United States than there is biodiesel demand. This has led to many biodiesel producers ceasing operations or producing at a reduced rate which has created even more competition in the biodiesel industry. According to Biodiesel Magazine, as of January 6, 2012, there were a total of 191 biodiesel production facilities in the United States with capacity to produce more than 2.9 billion gallons of biodiesel per year. In addition, according to Biodiesel Magazine, there are 14 more biodiesel production facilities under construction which, once completed, will have capacity to produce more than 400 million gallons of biodiesel per year. While biodiesel use has continued to increase in the United States, it is still significantly less than the total biodiesel production capacity in the United States. ~~For~~ ~~the~~Biodiesel ~~first~~is ~~nine~~typically ~~months~~produced ofusing ~~2011,~~vegetable ~~the~~oils ~~most~~or ~~recent~~animal ~~data~~fats. ~~available,~~As ~~the~~biodiesel ~~U.S.~~production ~~Energy~~has ~~Information~~increased, ~~Administration~~demand ~~reports~~for ~~that~~these ~~United~~feedstocks ~~States~~have ~~biodiesel~~increased ~~plants~~along ~~produced~~with ~~549~~increased ~~million~~prices ~~gallons~~for ofthese ~~biodiesel~~raw materials.

InWe ~~addition~~compete toin ~~competition~~the ~~based~~biodiesel onindustry ~~the~~with ~~products~~a wefew ~~sell,~~large weproducers ~~also~~who ~~compete~~control ~~with~~a ~~other~~significant portion of the biodiesel production capacity in the United States. Examples of the larger producers with ~~respect~~which towe ~~raw~~compete ~~material~~are ~~purchases.~~Archer ~~Biodiesel~~Daniels isMidland ~~typically~~(ADM), ~~produced~~Cargill, ~~using~~Ag ~~vegetable~~Processing ~~oils~~Inc. or(AGP) ~~animal~~and ~~fats~~REG. AsThese ~~biodiesel~~larger ~~production~~companies ~~has~~have ~~increased,~~more ~~demand~~access ~~for~~to ~~these~~capital ~~feedstocks~~and have ~~increased~~greater ~~along~~resources ~~with~~than ~~increased~~we ~~prices~~do. ~~for~~This ~~these~~may ~~raw~~allow ~~materials. High~~them ~~raw~~to ~~material~~enter ~~costs~~into ~~may~~more ~~result~~favorable inbiodiesel ~~our~~sales ~~inability~~or feedstock purchase contracts than we can secure. This may also allow them to ~~profitably~~compete ~~operate~~more effectively in the biodiesel ~~plant~~industry.

WeFurther, ~~believe~~some ~~that~~of ~~our~~these ~~plant~~larger ~~competes favorably with other~~ biodiesel producers ~~due~~also toproduce ~~the fact that we have the ability to pre-treat many different types of~~ feedstock ~~that are~~ used to ~~produce~~make biodiesel~~, including animal fats and inedible corn oil~~. ~~Some~~This ~~biodiesel~~vertical ~~production~~integration ~~facilities~~may ~~only~~allow ~~have~~them ~~the ability~~ to ~~use~~compete ~~certain~~more ~~types~~favorably ofin ~~feedstock~~the ~~to produce~~ biodiesel. ~~Due~~industry tothan ~~our pre-treatment capabilities,~~ we ~~may~~are be able to ~~produce biodiesel using lower cost feedstock that other biodiesel producers cannot use~~compete. ~~This capability also makes us an attractive biodiesel production facility for toll manufacturing agreements.~~

We compete in the biodiesel industry with a few large producers who control a significant portion of the biodiesel production capacity in the United States. Examples of the larger producers with which we compete are Archer Daniels Midland (ADM), Cargill, Ag Processing Inc. (AGP) and Renewable Energy Group (REG). These larger companies have more access to capital and have greater resources than we do. This may allow them to enter into more favorable biodiesel sales or feedstock purchase contracts than we can secure. This may also allow them to compete more effectively in the biodiesel industry. Further, some of these larger biodiesel producers also produce feedstock used to make biodiesel. This vertical integration may allow them to compete more favorably in the biodiesel industry than we are able to compete.

We also compete with other biodiesel producers in the sale of biodiesel production co-products, including glycerin. Due to increased production of biodiesel, glycerin supplies in the United States have increased which has negatively affected the price of glycerin. The glycerin we produce is not refined glycerin which demands premium prices in the glycerin market. Certain biodiesel producers, such as Cargill and ADM, have expanded their glycerin refining capacities due to relatively higher prices for refined glycerin as compared to the price of crude glycerin. These biodiesel producers may therefore have a competitive advantage over plants like ours that do not have glycerin refining capabilities.

~~Sources and Availability of Raw Materials and Suppliers~~6

~~Biodiesel~~Sources ~~Production~~and ~~Feedstock~~Availability of Raw Materials

Producing biodiesel requires feedstock, typically vegetable oils or animal fats, along with chemicals, water, electricity and natural gas. The single largest cost of producing biodiesel is the feedstock. WeOur ~~anticipate~~goal ~~that~~was weto ~~will~~primarily use ~~primarily non-edible~~ corn stillage oil as the feedstock to produce biodiesel. The corn oil that we ~~anticipate~~planned ~~using~~to use as feedstock is produced by ethanol plants as a co-product of the ethanol manufacturing process. An increasing percentage of ethanol producers have the ability to separate corn oil, and we have identified several potential sources of corn oil that we can use to produce biodiesel. We are also relying on RPMG to help us locate corn oil that we can use in our biodiesel production facility. RPMG markets ethanol and corn oil for several ethanol producers located near our biodiesel production facility.

~~Management~~We isrelied ~~also~~on inRPMG ~~the~~to ~~process~~help ofus ~~investigating~~locate ~~potential~~corn ~~toll~~oil ~~manufacturing agreements. Toll manufacturing agreements in the biodiesel industry are typically structured in such a way~~ that itwe ~~allows~~planned ~~the biodiesel manufacturer~~ to ~~avoid~~use ~~incurring~~in ~~the~~our ~~significant cost of purchasing feedstock. These types of agreements allow a~~ biodiesel ~~producer~~production ~~to maintain liquidity, especially at times when it does not have the cash necessary to purchase feedstock~~facility. ~~Management~~ isRPMG inmarkets ~~the~~ethanol ~~early stages of exploring potential toll manufacturing agreements~~ and ~~anticipates~~corn ~~continuing~~oil ~~to produce biodiesel~~ for ~~the~~several ~~market~~ethanol inproducers ~~the~~located ~~interim. Management~~near ~~believes that~~ our biodiesel production facility ~~would be a favorable plant for toll manufacturing agreements due to our ability to pretreat many types of feedstock, including vegetable oils and animal fats~~. ~~Some biodiesel production facilities do not have comparable pretreatment facilities which limits their ability to use different feedstocks.~~

We entered into a toll manufacturing agreement with Bunge as discussed above. This toll manufacturing agreement was designed to allow us to avoid having to use cash to purchase feedstock in order to operate the biodiesel production facility.

Dependence on Customers

As discussed above, we ~~rely~~relied on RPMG and Bunge for the sale and distribution of our biodiesel. We ~~anticipate~~have ~~that~~not weproduced ~~will~~any ~~be highly dependent on RPMG for the successful marketing of our~~ biodiesel ~~and~~since ifOctober ~~RPMG were to be unsuccessful in marketing our biodiesel, we anticipate that it will negatively impact our ability to profitably operate the biodiesel plant~~2012. We do not currently have the ability to market our biodiesel internally should RPMG or Bunge be unable to market our biodiesel at acceptable prices. ~~We anticipate that we would be able to secure alternate marketers should RPMG fail, however, a loss of our marketer could significantly harm our financial performance.~~

Government Approvals and Regulations

The United States biodiesel industry is benefited by numerous federal and state government programs and incentives. The most significant government program that benefits the biodiesel industry is the Federal Renewable Fuels Standard (RFS). Without this government program, weit may not be ~~able~~profitable to ~~continue to profitably~~ operate ~~the~~a biodiesel plant.

Federal Renewable Fuels Standard

The RFS is a federal program that requires a certain amount of renewable fuels, including biodiesel, to be used in the United States each year. ~~The~~On RFS required that approximately 14 billion gallons of renewable fuels must be used in the United States during 2011 increasing to 15.2 billion gallons of renewable fuels in 2012. The RFS continues to increase incrementally to 36 billion gallons of renewable fuels by 2022. Further, on July 1, 2010, a change to the RFS was implemented which, among other provisions, specifically required the use of biomass-based diesel, which includes the biodiesel that we produce. This revised RFS is referred to as RFS2. RFS2 required the use of ~~800~~1.0 ~~million~~billion gallons of biomass-based diesel in the United States in ~~2011~~2012 which increases to 1.28 billion gallons in 2013. RFS2 creates a market for biodiesel which might disappear without RFS2.

6In addition to the specific requirement for use of biomass-based diesel discussed above, biodiesel can be used to meet other categories of renewable fuels under RFS2, specifically advanced biofuels.

~~increases~~In order to ~~one~~track ~~billion~~compliance ~~gallons~~with inRFS2, ~~2012.~~the ~~RFS2~~EPA ~~creates~~created a ~~market~~numbering ~~for~~system ~~biodiesel~~called ~~which~~the ~~might~~renewable ~~disappear~~identification ~~without~~number ~~RFS2~~(RIN). ~~Recently,~~Biodiesel ~~there~~producers ~~has~~who ~~been~~are ~~legislation~~registered ~~introduced~~with tothe ~~either~~EPA ~~reduce~~are orrequired ~~eliminate~~to ~~the~~generate ~~renewable~~RINs ~~fuels~~for ~~use~~each ~~requirements~~gallon inof ~~RFS2~~biodiesel produced. ~~While~~These ~~management~~RINs ~~does~~are ~~not~~typically ~~believe~~sold ~~that~~along ~~these~~with ~~pieces~~the ofbiodiesel ~~legislation~~so ~~will~~that becertain ~~passed~~obligated ~~into~~parties ~~law,~~who ifare ~~there~~required isto ause ~~change~~renewable infuels ~~the~~under ~~composition~~RFS2 ofcan ~~Congress~~redeem orthese aRINs ~~change~~in oforder ~~administration~~to ~~after~~comply ~~the~~with ~~next~~RFS2. ~~United States Presidential election~~However, it is possible ~~that~~to ~~RFS2~~separate ~~could be eliminated. If~~ the ~~RFS2~~RINs ~~use mandates are reduced or eliminated, it may prevent us~~ from ~~profitably operating~~ the biodiesel ~~production~~that ~~facility. Pursuant to RFS2, the EPA~~ is ~~charged~~produced ~~with~~and ~~setting~~sell the ~~amount~~RINs ofseparately. ~~biomass-based~~The ~~diesel~~RINs ~~that~~have isvalue ~~required~~ to beobligated ~~used~~parties inwho ~~2013~~use ~~and~~less ~~beyond.~~renewable ~~This~~fuels ~~ability~~than ofthey ~~the~~are ~~EPA~~required to ~~adjust~~use under the ~~amount~~RFS2. ofThese ~~biomass-based~~obligated ~~diesel~~parties ~~that~~can ispurchase ~~used~~RINs ~~is subject~~ to ameet ~~floor~~their ofrequirements ~~one~~under ~~billion gallons. Recently,~~ the ~~EPA~~RFS2 ~~increased~~without ~~the~~actually ~~biomass-based~~using ~~diesel~~renewable ~~requirement for 2013 to 1~~fuels.28 ~~billion gallons.~~

InBiodiesel ~~addition~~Blenders' toTax the specific requirement for use of biomass-based diesel discussed above, biodiesel can be used to meet other categories of renewable fuels under RFS2, specifically advanced biofuels. This may lead to an additional 500 million gallons of biodiesel demand during 2012. The demand that results from RFS2 may continue to lead to strong biodiesel demand in 2012 which management anticipates will support biodiesel prices and allow us to profitably operate the biodiesel production facility. Credit

InThe ~~order~~blenders totax ~~track~~credit ~~compliance~~provides ~~with~~a ~~RFS2,~~$1.00 ~~the~~per ~~EPA~~gallon ~~created~~excise atax ~~numbering~~credit ~~system~~to ~~called~~ the ~~renewable~~first ~~identification~~blender ~~number~~of ~~(RIN).~~biodiesel ~~Biodiesel~~with ~~producers~~at ~~who~~least ~~are~~0.1% ~~registered~~petroleum-based ~~with~~diesel ~~the~~fuel. ~~EPA~~The ~~are~~blenders ~~required~~tax tocredit ~~generate~~can ~~RINs~~then ~~for~~be ~~each~~credited ~~gallon~~against ofsuch ~~biodiesel~~blenders ~~produced.~~federal ~~These~~excise ~~RINs~~tax ~~are~~liability ~~typically~~or ~~sold along with~~ the ~~biodiesel~~blender socan ~~that~~obtain ~~certain~~a ~~obligated~~cash ~~parties~~refund ~~who~~from ~~are~~the ~~required~~United toStates ~~use~~Treasury ~~renewable~~for ~~fuels~~the ~~under~~value ~~RFS2~~of ~~can~~the ~~redeem~~credit. ~~these~~The ~~RINs~~blenders intax ~~order~~credit tobecame ~~comply~~effective ~~with~~January ~~RFS2. However~~1, it2005 isand ~~possible~~then tolapsed ~~separate~~January ~~the~~1, ~~RINs~~2010 ~~from~~before ~~the~~being ~~biodiesel~~reinstated ~~that~~retroactively ison ~~produced~~December ~~and~~17, ~~sell the RINs separately~~2010. The ~~RINs~~blenders ~~have~~tax ~~value~~credit toagain ~~obligated~~expired ~~parties~~as ~~who~~of ~~use~~December ~~less~~31, ~~renewable~~2011 ~~fuels~~and ~~than~~on ~~they~~January ~~are~~2, ~~required~~2013, toit ~~use~~was ~~under~~again ~~the~~reinstated ~~RFS2.~~retroactively ~~These~~for ~~obligated~~2012 ~~parties~~through ~~can~~December ~~purchase~~31, ~~RINs~~2013. toThe ~~meet~~blenders ~~their~~tax ~~requirements~~credit ~~under~~is ~~the~~set ~~RFS2~~to ~~without~~expire ~~actually~~again ~~using~~on ~~renewable~~December ~~fuels.~~31, ~~This~~2013 ~~may~~and ~~occur in regions of the United States where~~ it is ~~impossible~~uncertain orwhether ~~impractical~~it towill ~~use~~be ~~renewable fuels directly~~extended.

VEETC Biodiesel Blenders' Tax Credit

The American Jobs Creation Act of 2004 originally created the biodiesel blenders' excise tax credit under the Volumetric Ethanol Excise Tax Credit ("VEETC"). Known as the biodiesel blenders' credit, it provided a tax credit of $1.00 per gallon for biodiesel. The biodiesel blenders' credit expired on December 31, 2011 and management does not believe that it will be renewed. However, many in the biodiesel industry believe that due to the biodiesel use requirements in RFS2, demand for biodiesel will continue during 2012, despite the loss of the biodiesel blenders' credit.

State Programs

Several states have enacted various pieces of legislation that are designed to benefit the biodiesel industry, including production incentives or biodiesel use mandates. These state incentives may support biodiesel demand in the future, even if federal biodiesel use incentives or programs are repealed. We are directly benefited by a piece of legislation that Iowa adopted in May 2011. The Iowa law provides a biodiesel production incentive of $0.03 per gallon in 2012, $0.025 per gallon in 2013, and $0.02 per gallon in 2014, for each gallon of biodiesel produced in an Iowa biodiesel production facility. This biodiesel production incentive is capped at the first 25 million gallons of biodiesel produced per biodiesel production facility. Further, the Iowa law provides a credit for biodiesel retailers in Iowa. In 2012, retailers earn $0.02 per gallon for B2 blends, which is a fuel blend which contains 2% biodiesel and 98% diesel. The Iowa legislation also provides that in 2012, retailers can earn $0.045 per gallon for B5 blends, which is a fuel blend that contains 5% biodiesel and 95% diesel. For 2013 through 2017, Iowa retailers earn $0.045 per gallon of B5.

Commodity Credit Corporation Bioenergy Program

The Farm, Nutrition and Bioenergy Act of 2008 reauthorized the Commodity Credit Corporation, or CCC, Bioenergy Program. The program provided $55.0 million in funding in both 2009 and 2010, $85.0 million in funding in 2011 and $105.0 million in funding in 2012 for producers of advanced biofuels derived from renewable biomass, including biodiesel, other than corn kernel. Biodiesel producers must apply for this credit and will be paid based on the quantity and duration of advanced biofuels production and on net non-renewable energy content of the advanced biofuel. Funding to a single eligible producer may be limited to ensure equitable distribution of funding. Producers with production capacity of less than 150 million gallons will be eligible for 95% of the funds provided under the program. We anticipate participating in this program during our 2012 fiscal year.

Future Legislation

2011. The Iowa law provides a biodiesel production incentive of $0.03 ~~Furthermore~~per gallon in 2012, ~~the~~$0.025 ~~Occupational~~per ~~Safety~~gallon in 2013, and ~~Health~~$0.02 ~~Administration~~per ~~(OSHA)~~gallon ~~governs~~in ~~our~~2014, ~~plant~~for ~~operations~~each gallon of biodiesel produced in an Iowa biodiesel production facility. ~~OSHA~~This ~~regulations~~biodiesel ~~may~~production ~~change~~incentive ~~such~~is ~~that~~capped at the ~~costs~~first 25 million gallons of ~~operating~~biodiesel produced per biodiesel production facility. Further, the ~~plant~~Iowa ~~may~~law ~~increase~~provides a credit for biodiesel retailers in Iowa. ~~Any~~In of2012, ~~these~~retailers ~~regulatory~~earned ~~factors~~$0.02 ~~may~~per ~~result~~gallon for B2 blends, which is a fuel blend which contains 2% biodiesel and 98% diesel. The Iowa legislation also provided that in ~~higher~~2012, ~~costs~~retailers orcan ~~other~~earn ~~adverse~~$0.045 ~~effects~~per ongallon ~~our~~for ~~operations~~B5 blends, ~~cash~~which ~~flows~~is a fuel blend that contains 5% biodiesel and ~~financial~~95% ~~performance~~diesel. ~~These~~For ~~adverse~~2013 ~~effects~~through ~~could~~2017, ~~decrease~~Iowa orretailers ~~eliminate~~earn ~~the~~$0.045 ~~value~~per gallon of ~~our units~~B5.

Future Legislation

Environmental regulations that may affect our company change frequently. It is possible that the government could adopt more stringent federal or state environmental rules or regulations, which could increase our operating costs and expenses. The government could also adopt federal or state environmental rules or regulations that may have an adverse effect on the use of biodiesel. Furthermore, the Occupational Safety and Health Administration (OSHA) governs our plant operations. OSHA regulations may change such that the costs of operating the plant may increase. Any of these regulatory factors may result in higher costs or other adverse effects on our operations, cash flows and financial performance. These adverse effects could decrease or eliminate the value of our units.

Research and Development

At this time, we are not conducting any research and development activities associated with the development of new technologies for use in producing biodiesel and glycerin. ~~However,~~ ~~in the future we anticipate conducting some research and development activities at the biodiesel production facility.~~

Costs of Compliance with Environmental Laws

We are subject to extensive air, water and other environmental regulations and we have been required to obtain a number of environmental permits to construct and operate the plant. We have obtained all of the necessary permits for plant operations including air emissions permits, a National Pollutant Discharge Elimination System (NPDES) Permit, storm water discharge permits, and boiler permits. During our ~~2011~~2012 fiscal year we spent approximately $2060,000 on environmental costs, including permitting costs. Any retroactive change in environmental regulations, either at the federal or state level, could require us to obtain additional or new permits or spend considerable resources complying with such regulations.

We are subject to oversight activities by the EPA. We have obtained an identification number from the EPA for any hazardous waste that may result from our production of biodiesel. There is always a risk that the EPA may enforce certain rules and regulations differently than Iowa's environmental administrators. Iowa or EPA rules are subject to change, and any such changes could result in greater regulatory burdens on plant operations. We could also be subject to environmental or nuisance claims from adjacent property owners or residents in the area arising from possible foul smells or other air or water discharges from the plant. Such claims could have an adverse result in court if we are deemed to engage in a nuisance that substantially impairs the fair use and enjoyment of real estate.

Employees

As of October 31, ~~2011~~2012, we had 308 full time employees.

ITEM 1A. RISK FACTORS

You should carefully read and consider the risks and uncertainties below and the other information contained in this report. The risks and uncertainties described below are not the only ones we may face. The following risks, together with additional risks and uncertainties not currently known to us or that we currently deem immaterial could impair our financial condition.

~~Risks~~Our ~~Related~~inability to ~~Our~~complete ~~Financing~~a ~~Plan~~sale of the biodiesel production facility prior to the time when OSM forecloses its mortgage, may results in an elimination of the value of our units. We are currently in default of our loan with OSM, our primary lender. We have determined that a sale of the Mason City biodiesel production facility is in the best interests of our members. While we have negotiated an agreement with OSM which provides that it will not institute a foreclosure action while the agreement is pending, if the agreement expires or is terminated and OSM proceeds with a foreclosure action, we may lose all or substantially all of our assets, which may eliminate the value of our units. We have executed an Asset Purchase Agreement which may allow us to preserve some of the value of our units. However, the sale of our biodiesel production facility requires the approval of our members and the satisfaction of several other conditions before the sale can close. If we are unable to sell the biodiesel production facility, it may result in the elimination of the value of our units.

Our credit agreements contain restrictive covenants which if violated, could result in our failure. We have a loan with OSM-REO FF, LLC ("OSM"), which is our primary lender, which we used to purchase the Mason City biodiesel production facility. We were required to give OSM a lien on the Mason City biodiesel production facility, along with other assets that we own, in order to secure this loan. Our agreement with OSM requires us to comply with certain financial and non-financial covenants that may restrict our ability to operate the biodiesel production facility. Further, in the event that we fail to maintain compliance with these financial and non-financial covenants, OSM could elect to foreclose its lien on our assets, including the biodiesel production facility. We also granted a lien on our Marcus property along with some of our other assets to First Citizens National Bank ("First Citizens") to secure a $4 million line of credit. If we default under our credit agreements with OSM, it may result in a default under our line of credit which may lead to a foreclosure action by First Citizens. We have begun making debt service payments to OSM. If the biodiesel production facility does not generate enough revenue, it may be difficult to make these debt services payments which may result in a default under our loan agreements with OSM and First Citizens. If we fail to maintain compliance with the requirements of our loans with OSM and First Citizens and a default occurs, it may result in our failure which could decrease or eliminate the value of our units.

We have limited access to liquid funds necessary to operate the biodiesel production facility which may negatively impact our ability to profitably operate our business. In addition to our OSM loan, we have a $4 million line of credit with First Citizens, half of which is not available to us until we commence operations and the biodiesel production facility is operating profitably. In addition, our ability to draw funds on this line of credit is limited by a borrowing base calculation. The borrowing base calculation uses a percentage of our accounts receivable, inventory and outstanding balance on the line of credit in order to

~~determine~~We would experience significant liquidity challenges in the ~~amount~~event ~~that~~the Asset Sale is not completed. We have ceased operations and have insufficient liquid assets available with which to operate if we are ~~allowed~~unable to ~~draw~~complete on the ~~line~~Asset Sale within a reasonably short period of ~~credit~~time. ~~Therefore,~~We ~~the~~are ~~entire~~in $4default ~~million~~of ~~may~~our ~~not~~loan bewith ~~available~~OSM. If the members fail to usapprove atthe ~~all~~Asset ~~times. Further,~~Sale ~~due~~or toif the ~~high~~Asset ~~cost~~Sale offails ~~feedstock~~to close for any reason, weit ~~may~~is ~~not~~likely bethat ~~able~~our only option will be to ~~operate~~file atfor ~~full~~bankruptcy ~~capacity~~protection ~~without~~while ~~additional~~we ~~sources~~continue to pursue a sale of ~~liquid~~our ~~funds~~assets. IfIt is not likely that we ~~are~~will ~~unable~~be able to secure the ~~liquid~~additional ~~funds~~capital ~~that~~ we require ~~in order~~ to ~~operate~~restart the Mason City biodiesel production facility atand ~~capacity~~commence production of biodiesel. As a result, weif ~~may~~the Asset Sale is not beapproved ~~able~~by toour ~~operate~~members ~~profitably~~and ~~which~~completed, ~~could~~it ~~decrease~~may orresult ~~eliminate~~in the ~~value~~loss of our ~~units~~members' entire investment.

WeThe Asset Sale may not be ~~unable~~completed, towhich ~~raise~~could ~~additional~~result ~~capital~~ in ~~the event~~ our ~~funds~~inability ~~from~~to ~~operations~~continue ~~and~~as ~~our~~a ~~credit~~going ~~facilities~~concern. There are ~~insufficient~~several conditions that need to ~~fund~~be ~~our~~satisfied ~~operations~~before ~~for~~we ~~the~~can ~~next~~complete ~~twelve~~the ~~months~~Asset Sale. InAny of these conditions may not be met, including the ~~event~~condition that ~~the~~requires ~~board~~members ofowning ~~directors~~a ~~deems~~majority itof ~~necessary~~our membership units to ~~obtain~~approve ~~additional~~the ~~capital~~Asset inSale. If ~~order~~the toAsset ~~fund~~Sale ~~plant~~is ~~operations~~not orcompleted, towe ~~otherwise~~do ~~comply~~not ~~with~~believe ~~the~~that ~~covenants~~we ~~contained~~will inhave ~~our~~sufficient ~~financing~~liquid ~~agreements~~assets with ~~OSM~~which to operate our business and ~~First~~we ~~Citizens~~may ~~during~~be ~~the~~forced ~~next~~to 12file ~~months,~~for ~~the~~bankruptcy ~~board~~or oftake ~~directors~~other ~~may~~unknown ~~decide~~steps toin ~~attempt~~order to ~~raise~~preserve ~~additional~~the ~~funds~~value byof ~~issuing~~our ~~equity~~assets. We orare ~~debt~~currently ~~securities~~in ~~through~~default ~~one~~on orour ~~more~~loans ~~private~~with ~~placements.~~OSM, Inour ~~such~~primary ~~event~~lender, ~~however,~~and ~~there~~we ishave nofailed ~~guarantee~~to ~~that~~pay ~~such~~other ancreditors ~~offering~~who ~~would~~have beobtained ~~successful~~liens inagainst ~~raising~~our ~~the~~property. While ~~desired~~we ~~capital.~~have ~~Due~~an toagreement ~~current~~with ~~market~~our ~~conditions~~lender inwhich ~~the~~has ~~biodiesel~~delayed ~~industry~~a foreclosure, weour lender may ~~not~~implement bea ~~able~~foreclosure toproceeding ~~attract~~if ~~sufficient~~we ~~numbers~~are ofunable ~~investors~~ to ~~provide~~complete ~~us with~~ the ~~necessary~~Asset ~~amount of additional capital~~Sale. We Incannot ~~such~~guarantee ~~event,~~that we ~~may~~will be ~~forced~~able to ~~shut~~satisfy ~~down~~ the ~~biodiesel~~closing ~~production~~conditions ~~facility,~~set ~~either~~forth ~~temporarily~~in orthe ~~permanently,~~Asset orPurchase weAgreement. ~~may~~If bewe are unable to ~~comply~~satisfy ~~with~~ the ~~loan~~closing ~~covenants~~conditions, ~~contained~~the inAsset ~~our~~Purchase ~~credit~~Agreement ~~agreement~~may ~~with~~terminate. ~~OSM,~~If ~~which~~the ~~entitles~~Asset ~~our~~Purchase ~~lender~~Agreement tois ~~accelerate~~terminated, ~~payments~~REG ~~under~~and ~~our~~REG ~~credit~~Mason ~~agreement~~City orwould ~~foreclose~~not onbe ~~our~~obligated ~~assets,~~to ~~including~~complete the ~~biodiesel~~Asset ~~production~~Sale ~~facility. This~~which ~~may~~could ~~reduce~~result orin ~~eliminate~~our failure and the ~~value~~loss of our ~~units~~members' entire investment.

We may not be able to continue as a going concern which may negatively impact our operations and the value of our units. We experienced delays in commencing operations at the biodiesel production facility. We originally anticipated commencing operations in September 2011, but did not start full production until January 2012. These delays were due in part to additional repairs to the Mason City biodiesel production facility which were necessary due to the manner in which the facility was shut down by the previous owner. However, we have commenced operations and we are in the process of fine tuning the operation of the plant and working to improve the efficiency of the biodiesel production facility. However, as a result of these delays, we have less liquid assets to purchase feedstock for our operations. While we have a line of credit with First Citizens, our ability to draw funds on this line of credit is limited due to a borrowing base calculation and the fact that only half of the line of credit is available to us until we are operating profitably, as determine by First Citizens. Due to our current liquidity constraints, this raises concerns about our ability to continue as a going concern. This may make it more difficult for us to raise additional equity or debt capital to continue our operations and purchase feedstock. Management is in the process of seeking alternative feedstock arrangements, such as toll manufacturing arrangements, which would allow us to reduce the amount of cash needed to operate the biodiesel production facility at higher capacities. However, we may not be able to enter into any such agreements and these agreements may not be as favorable to us as producing biodiesel using feedstock we purchase. If we are unable to operate the biodiesel production facility at or close to capacity and produce a significant amount of biodiesel due to our liquidity constraints, it may negatively impact our ability to profitably operate which could decrease or eliminate the value of our units.

Risks Related to Soy Energy as a Development-Stage Company

We have no experience in the biodiesel industry, which increases the risk of our inability to successfully manage the operations of the biodiesel production facility. We are a development-stage company which recently commenced operations. We are presently, and will likely continue to be for some time, dependent upon our directors to assist in managing our business. Most of these individuals are experienced in business generally but have no experience, or very limited experience, in governing and operating a public company. Most of our directors have no expertise in the biodiesel industry. In addition, certain directors on our board of directors are presently engaged in business and other activities that impose substantial demands on their time and attention. If we are unable to manage the start-up and operation of our biodiesel production facility, it may decrease or eliminate the value of our units.

If we are unable to fine tune the operation of our biodiesel production facility and find ways to operate it efficiently, we may fail which could decrease or eliminate the value of our units. We are in the process of fine tuning the operation of our biodiesel production facility and finding ways to make it operate efficiently. We expect this process to continue for a period of time. During the time that we are continuing to fine tune the operation of the biodiesel production facility, it may not be operating at full capacity and may not be producing biodiesel in the most efficient manner. If we are unable to successfully complete this process, we may not be able to profitably operate the biodiesel production facility which could decrease or eliminate the value of our units.

Risks Related to Biodiesel Production

The biodiesel production business is sensitive to feedstock prices. Changes in the prices and availability of feedstock may hinder our ability to generate revenue and reduce the value of our units. Our results of operations and financial condition will be significantly affected by the cost and supply of feedstock. Changes in the price and supply of feedstock are subject to and determined by market forces over which we have no control. Because there is little or no correlation between the price of feedstock

and the price of biodiesel, we will not be able to pass along increased feedstock prices to our biodiesel customers. As a result, increased feedstock prices may result in decreased revenues. If we experience a sustained period of high feedstock prices, such pricing may reduce our ability to operate the Mason City biodiesel production facility profitably, and thus reduce or eliminate the value of our units.

Biodiesel production requires significant amounts of feedstock. We expect the cost of feedstock will represent approximately 70%-90% of the cost of production. Our biodiesel production facility has the ability to pre-treat many different types of biodiesel production feedstock, including vegetable oils and animals fat. We anticipate primarily using inedible corn oil as the feedstock to produce biodiesel, however, we may use different types of feedstock depending on market conditions. Competition for inedible corn oil, raw soybean oil, animal fats and other feedstock may increase the cost of feedstock and harm the financial performance of our biodiesel production facility, thereby lowering the value of our units. If we are unable to obtain adequate quantities of feedstock at economical prices, the value of our units may decrease or be eliminated altogether.

Reliance on third parties for feedstock supply may hinder our ability to profitably produce biodiesel. In addition to being dependent on the availability and price of feedstock supply, we will be dependent on relationships with third parties, including feedstock suppliers. We anticipate securing the feedstock we require from ethanol producers who extract corn oil in the ethanol production process. We also anticipate that RPMG, our biodiesel marketer, will assist us in securing the feedstock that we require. If our feedstock suppliers fail to supply the agreed upon amount of feedstock, then we will have to secure feedstock for the biodiesel production facility from other sources. We may not be able to secure such feedstock or may not be able to secure the feedstock at prices that allow the biodiesel production facility to operate profitably. If we are unable to secure the feedstock we require at prices that allow us to operate the biodiesel production facility profitably, we could fail, and as a result, reduce or eliminate the value of our units.

We anticipate we will obtain a majority of our feedstock for the Mason City biodiesel production facility in the form of corn oil from ethanol plants. Although there are a large and growing number of ethanol plants, not all of them produce and market corn oil. Ethanol producers may choose not to install the equipment necessary to separate the corn oil since this would require a significant capital expenditure by the ethanol plant. Further, since other biodiesel producers are considering using corn oil as the feedstock for their biodiesel production process, the price of corn oil may increase significantly, which could eliminate any advantage to using corn oil. If we are unable to obtain adequate amounts of corn oil at profitable prices for our biodiesel production facility, we may have to change our business plan and we may not be successful.

Declines in the prices of biodiesel and its co-products will have a significant negative impact on our financial performance and the value of our units. Our revenue will be greatly affected by the price at which we can sell our biodiesel and our primary co-product, glycerin. These prices can be volatile as a result of a number of factors over which we have no control. These factors include overall supply and demand, the price of diesel fuel, levels of government support, and the availability and price of competing products. Demand may not rise to meet the increase in supply, and increased production of biodiesel may lead to lower prices. Any lowering of biodiesel prices may reduce our anticipated revenue, causing a reduction in the value of our units. In addition, increased biodiesel production will likely also lead to increased supplies of co-products from the production of biodiesel, such as glycerin, which may lead to lower prices for our co-products. Glycerin prices in Europe have declined over the last several years due to increased biodiesel production and saturation of the glycerin market. Those increased supplies could outpace demand in the United States as well, which would lead to lower prices for our glycerin. Increased expenses and decreased sales prices for our products may result in less revenue and may affect our ability to operate profitably, which could result in the loss of some or all of the value of our units.

Concerns about fuel quality may impact our ability to successfully market our biodiesel. Industry standards impose quality specifications for biodiesel fuel. Actual or perceived problems with quality control in the industry may lead to a lack of consumer confidence in the product and hinder our ability to successfully market our biodiesel. For example, a batch of biodiesel that failed to meet industry specifications in Minnesota resulted in a 10-day emergency variance from the state's biodiesel use requirement in order to allow for time to fix the problem. Although industry representatives attributed the problem to start-up glitches in the state's new biodiesel plants, similar quality control issues could result in a decrease in demand for biodiesel, which could decrease or eliminate the value of our units.

Cold weather may cause biodiesel to gel, which could have an adverse impact on our ability to successfully market our biodiesel. The pour point for a fuel is the temperature at which the flow of the fuel stops. A lower pour point means the fuel is more flowable in cold weather. Generally, biodiesel that is used in blends of 2% to 20% is expected to provide an acceptable pour point for colder markets comparable to the No. 2 petroleum diesel pour point. In colder temperatures, lower blends are recommended to avoid fuel system plugging. This may cause the demand for biodiesel in northern markets to diminish during the colder months, especially for animal fat based biodiesel. The tendency of biodiesel to gel in colder weather may also result in long-term storage problems. At low temperatures, biodiesel may need to be stored in a heated building or heated storage tanks.

This may cause a decrease in demand for our product in colder climates due to increased storage costs which may result in a decrease in the value of our units.

Automobile manufacturers and other industry groups have expressed reservations regarding the use of biodiesel, which could negatively impact our ability to market our biodiesel. Because it is a relatively new product, the research of biodiesel use in automobiles and its effect on the environment is ongoing. Some industry groups and standards, including the World Wide Fuel Charter, have recommended that blends of no more than 5% biodiesel be used for automobile fuel due to concerns about fuel quality, engine performance problems and possible detrimental effects of biodiesel on rubber components and other parts of the engine. Although some manufacturers have encouraged use of biodiesel fuel in their vehicles, cautionary pronouncements by others may impact our ability to market our product.

The trucking industry opposed the imposition of the Minnesota 2% biodiesel requirement, citing concerns regarding fuel expense and lack of infrastructure necessary to implement the requirement. This opposition was unsuccessful and Minnesota has since increased to a 5% biodiesel requirement. The mandate was temporarily suspended from January 2010 through March 2010 due to coldflow concerns. Such concerns may result in opposition to similar proposed legislation in other states in the future and may negatively impact our ability to market our biodiesel.

Risks Related to Biodiesel Industry

If demand for biodiesel fails to grow at the same rate as planned supply, the excess production capacity may adversely impact our financial condition. Currently, there is more biodiesel production capacity in the United States than there has been historic demand for biodiesel. This has resulted in biodiesel producers terminating production or reducing production due to the excess supply capacity. Even though biodiesel demand has recently been increasing due to biodiesel demand from RFS2, the biodiesel production capacity in the United States, as reported by Biodiesel Magazine, is still significantly greater than anticipated biodiesel demand. As of January 6, 2012, Biodiesel Magazine reports that there are 191 biodiesel producers in the United States with capacity to produce approximately 2.9 billion gallons of biodiesel per year. In addition, Biodiesel Magazine reports that there are an additional 14 biodiesel production facilities under construction in the United States which will add an additional approximately 400 million gallons of biodiesel production capacity. If biodiesel supply exceeds biodiesel demand, it may lead to lower biodiesel prices which could reduce or eliminate the value of our units. If biodiesel prices decrease due to this excess biodiesel production capacity, it may reduce biodiesel prices to the point where we cannot profitably operate the biodiesel production facility which could reduce or eliminate the value of our units.

Additionally, excess capacity in the biodiesel industry may lead to increased competition for inputs. Biodiesel production requires significant amounts of feedstock. If overproduction of biodiesel continues to occur, we may face increased competition for inputs which means we may be either unable to acquire the inputs that we need or unable to acquire them at profitable prices. In addition, if excess capacity occurs, we may also be unable to market our products at profitable prices. If the demand for biodiesel does not grow at the same pace as increases in supply, we would expect the price for biodiesel to decline. Any decrease in the price at which we can sell our biodiesel will negatively impact our future revenues. Increased expenses and decreased sales prices for biodiesel may result in less income, which would decrease our revenues and result in the loss of some or all of your investment.

The biodiesel industry is becoming increasingly competitive and we anticipate that we will compete with larger, better financed entities which could negatively impact our revenues. Nationally, the biodiesel industry may become more competitive given the construction and expansion that is occurring in the industry. As of January 6, 2012, the Biodiesel Magazine website reported that there were 191 biodiesel plants in the United States. We anticipate that we will face competitive challenges from larger biodiesel plants and from biodiesel plants owned and operated by the companies that supply their own inputs. Some of the larger companies with which we anticipate competing are Cargill, Archer Daniels Midland, AGP and REG. These biodiesel producers are capable of producing significantly greater quantities of biodiesel than the amount we expect to produce. Moreover, these larger producers may not face the same competition we will for inputs, as some of these larger producers also control feedstock supplies. In light of such competition, we may be unable to effectively compete in the biodiesel industry. If we are unable to effectively compete in the biodiesel industry, we may fail, which could result in the loss of some or all of the value of our units.

Risks Related to Regulation and Governmental Action

RFS2 may be reduced or eliminated which could significantly impact the demand for and market price of biodiesel which could result in our failure. The biodiesel industry is currently benefited by the biodiesel use requirements in RFS2 which has created demand for biodiesel which may disappear without this government incentive. Recently, there has been legislation introduced in Congress which seeks to reduce or eliminate the renewable fuels mandates in the RFS2. While management believes that these pieces of legislation do not have sufficient support to be enacted into law, the composition of Congress and the White House may change in the future which could result in the decrease or elimination of RFS2. If this were to occur, demand for

biodiesel may be significantly affected and we may fail. If we fail, the value of our units may be reduced or eliminated.

Loss of the biodiesel blenders' credit may negatively impact our ability to profitably operate the biodiesel plant. The biodiesel blenders' credit of $1.00 per gallon of biodiesel which is blended with petroleum-based gasoline expired on December 31, 2011. While management believes that the minimum biodiesel use requirements of the RFS2 will result in demand for biodiesel, even after the expiration of the biodiesel blenders' credit, demand for biodiesel may be lower than it otherwise would be if the credit was still in existence. If we are unable to compete due to the loss of the biodiesel blenders' credit or other negative market factors, we may fail which could decrease or eliminate the value of our units.

State incentives for biodiesel may be repealed which may negatively impact demand for biodiesel. Biodiesel demand and the market price of biodiesel is currently benefited by state incentives to produce and sell biodiesel. These state incentives include state biodiesel use mandates, tax credit and retailer incentives. If these state incentives were to be eliminated, especially incentives for biodiesel producers located in Iowa, our ability to profitably operate the biodiesel plant may be negatively impacted which could decrease or eliminate the value of our units.

A change in environmental regulations or violations thereof could result in the devaluation of our units. We are subject to extensive air, water and other environmental regulations. We have obtained all of the permits required to construct the plant and have obtained all the permits currently required to operate the plant. Environmental laws and regulations, both at the federal and state level, are subject to change and changes can be made retroactively. Consequently, even if we have the proper permits at the proper time, we may be required to spend considerable resources to comply with future environmental regulations or new or modified interpretations of those regulations, which may increase our losses and could reduce or eliminate the value of our units.

An investigation by the European Commission into whether the U.S. biodiesel industry has been engaging in unfair trade practices has led to the imposition of tariffs on biodiesel imported into Europe, which could result in further losses from our business. The European Commission conducted anti-subsidy and anti-dumping investigations on U.S. biodiesel imports into Europe. Based on complaints from the European Biodiesel Board (EBB), the European Commission claims that U.S. biodiesel producers, after claiming maximum U.S. subsidies for B99 biodiesel, have been dumping biodiesel in the European market, where it may also be eligible for European subsidies. The European Commission states that these factors have adversely affected the European biodiesel industry, causing adverse effects on the prices and market share of European biodiesel producers. The EBB claims that subsidized B99 exports are a trade practice that breaches World Trade Organization rules. The tariffs went into effect March 13, 2009 and the European Commission determined in July 2009 that the tariffs would be extended through 2014. These tariffs have virtually eliminated our ability to make profitable sales in Europe. This has reduced demand for biodiesel which could continue and may result in a decrease or elimination of the value of our units.

ITEM 2. PROPERTIES

Our biodiesel production facility is located in Mason City, Iowa. The biodiesel production facility sits on a 4533 acre site which is located on the Iowa Traction Railroad and is approximately 10 miles from Interstate 35. ~~All~~ ~~of our biodiesel production operations take place at our Mason City, Iowa facility.~~ Our Mason City, Iowa biodiesel production facility serves as collateral for our $6 million loan with our primary lender, OSM.

Prior to the time when we purchased the Mason City biodiesel production facility, we purchased approximately 35 acres of land for a proposed biodiesel plant in Marcus, Iowa. We commenced construction of the Marcus, Iowa biodiesel plant on this site before we purchased the production facility in Mason City. We no longer anticipate that we will complete construction of the Marcus biodiesel plant. The Marcus, Iowa property serves as collateral for our $4 million revolving line of credit with First Citizens. We are attempting to sell the Marcus property.

ITEM 3. LEGAL PROCEEDINGS

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

~~ITEM~~On 4August 21, 2012 we were served with a foreclosure lawsuit by Wolin & Associates, Inc. (~~REMOVED~~"Wolin") ~~AND~~which ~~RESERVED)~~seeks to foreclose two mechanics liens it filed against the Mason City biodiesel production facility. This foreclosure lawsuit was filed on August 16, 2012 in Cerro Gordo County District Court, in the State of Iowa. The total amount of these mechanics liens is approximately $850,000. Management has answered Wolin's claims in the foreclosure lawsuit. Management anticipates that our lenders will join in the foreclosure lawsuit if we are unable to reach an agreement with Wolin. If we are unable to successfully resolve the foreclosure lawsuit, we may lose our interest in the Mason City biodiesel production facility which could reduce or eliminate the value of our units.

12Brenntag Great Lakes LLC

On January 30, 2013, Brenntag Great Lakes LLC (“Brenntag”) filed a lawsuit against Soy Energy in Cerro County District Court, in the State of Iowa. Brenntag is seeking amounts that it claims are owed by Soy Energy. Brenntag received a default judgment which was subsequently reversed by the Cerro Gordo County District Court.

ITEM 4. MINE SAFETY DISCLOSURES

None.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

We have only one class of membership units. Our membership units are not traded on any public market. Our membership units were last offered ~~during~~through ~~2007~~an inexempt ~~our~~private ~~intrastate~~ offering atin a2012 ~~price~~for of $~~1,000~~625 per membership unit. Our operating agreement was amended, as approved by our members, to allow certain transfers once we closed on the purchase of the Mason City biodiesel production facility.

We have not made any distributions to our members. Profits and losses will be distributed to the members by the directors, in their sole discretion, in proportion to units held subject to, and to the extent permitted by, any loan covenants or restrictions on such distributions agreed to by us in any loan agreements with our lenders from time to time in effect. The directors will endeavor to provide for cash distributions at such times and in such amounts as will permit the members to make timely payment of income taxes.

There are no outstanding options or warrants to purchase, or securities convertible into, common equity of the company. As of ~~October 31~~June 13, ~~2011~~2013, we had 33,~~018~~348 membership units issued and outstanding and a total of approximately 1,~~062~~122 unit holders. Our units may not be transferred absent registration pursuant to, or an exemption from, federal and state securities laws. In addition, our operating agreement restricts the transfer of units. To maintain partnership tax status, the units may not be traded on an established securities market or readily tradable on a secondary market. Our operating agreement also bars members from having a direct or indirect interest in more than 49% of the issued and outstanding units at any time. Finally, we have not offered any compensation plans under which equity securities are authorized for issuance.

Sale of Unregistered Securities and Use of Proceeds

Use of Proceeds	Amount
Equity Proceeds Raised	$	31,782,000		(1)
Estimated Proceeds Used in Development and Construction of biodiesel facility in Marcus, Iowa.	(8,593,000		)	(2)
Estimated Proceeds Used in Development and Purchase of biodiesel facility in Mason City, Iowa.	(16,624,000		)
Estimated Proceeds Used in Construction of Improvements at Mason City biodiesel production facility	(8,000,000		)
Interest income earned on cash and equivalents	1,435,000
Estimated proceeds remaining for start-up of Mason City plant and related expenditures (does not include debt financing from OSM)	$	—

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

(2) We believe these amounts represent the proceeds we used as of October 31, 2011 on construction, building and facilities, purchase of machinery and equipment and purchases of real estate related to our attempt to construct a biodiesel facility in Marcus, Iowa.

ITEM 6. SELECTED FINANCIAL DATA

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

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains forward-looking statements that involve future events, our future performance and our expected future operations and actions. In some cases you can identify forward-looking statements by the use of words such as "may," "will," "should," "anticipate," "believe," "expect," "plan," "future," "intend," "could," "estimate," "predict," "hope," "potential," "continue," or the negative of these terms or other similar expressions. These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including the reasons described in this report. We are not under any duty to update the forward-looking statements contained in this report. We cannot guarantee future results, levels of activity, performance or achievements. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits, completely and with the understanding that our actual future results may be materially different from what we currently expect. We qualify all of our forward-looking statements by these cautionary statements.

13Results of Operations for the Fiscal Years Ended October 31, 2012 and 2011

~~and~~The ~~with~~following ~~the~~table ~~understanding~~shows ~~that~~the ~~our actual future~~ results ~~may~~of beour ~~materially~~operations ~~different~~for ~~from~~the ~~what~~fiscal weyears ~~currently~~ended ~~expect.~~October 31, We2012 ~~qualify~~and ~~all of our forward-looking statements by these cautionary statements.~~2011:

Results of Operations for the Fiscal Years Ended October 31, 2011 and 2010



	Fiscal Year Ended			Fiscal Year Ended
Statement of Operations Data	October 31, 2012			October 31, 2011

Revenues	$	10,389,138		$	34,172
Cost of Goods Sold	15,755,222			224,151
Gross Loss	(5,366,084		)	(189,979		)
Operating Expenses	7,121,490			1,793,971
Operating Loss	(12,487,574		)	(1,983,950		)
Other Income (Expense)	(641,827		)	54,938
Net Loss	$	(13,129,401	)	$	(1,929,012	)

~~The~~We ~~following~~had ~~table~~revenue ~~shows~~of approximately $10.4 million for our 2012 fiscal year. We had a small amount of revenue during our 2011 fiscal year due to sales of co-products, including soapstock and glycerin, that we sold at the ~~results~~end of our ~~operations~~2011 ~~for~~year. We were conducting testing at the end of our 2011 fiscal ~~years~~year ~~ended~~but ~~October~~we 31did not have any biodiesel sales until our 2012 fiscal year. We had approximately $15.8 million in cost of goods sold during our 2012 fiscal year, primarily related to feedstock purchases. We had preproduction costs of approximately $224,000 during our 2011 fiscal year related to costs we incurred for feedstock and ~~October~~other ~~31,~~raw ~~2010:~~materials as we started to ramp up production at the end of our 2011 fiscal year. Our cost of goods sold exceeded our revenue for the 2012 period primarily due to operating the biodiesel production facility below its production capacity.

	Fiscal Year Ended			Fiscal Year Ended
Statement of Operations Data	October 31, 2011*			October 31, 2010*
Revenues	$	34,172		$	—
Preproduction Costs Including Cost of Goods Sold	224,151			—
Gross Loss	(189,979		)	—
Operating Expenses	1,793,971			1,978,062
Operating Loss	(1,983,950		)	(1,978,062		)
Other Income	54,938			18,038
Net Loss	$	(1,929,012	)	$	(1,960,024	)

*Our ~~Derived~~general ~~from~~and ~~audit~~administrative ~~financial~~expenses ~~statements~~were higher during our 2012 fiscal year compared to our 2011 fiscal year as we operated the biodiesel production facility during our 2012 fiscal year which required more employees and expenses related to operating our business. We had more professional fee expenses during our 2012 fiscal year compared to our 2011 fiscal year due to various professional fees we incurred related to the operation of the biodiesel production facility.

~~During~~We ~~our 2011 fiscal year, we~~ had ~~not~~less ~~yet~~interest ~~commenced~~income ~~full~~during ~~operations~~our of2012 ~~the~~fiscal ~~biodiesel~~year ~~production~~compared ~~facility as we were continuing~~ to ~~complete~~ the ~~construction~~same period of ~~our~~2011 ~~new~~due ~~feedstock~~to ~~pre-treatment~~having ~~system~~less ascash ~~well~~on ashand ~~recommissioning~~during the ~~original~~2012 ~~part of the Mason City facility~~period. ~~However,~~ weWe had ~~commenced~~interest ~~production~~expense onduring ~~a test basis which resulted in a small amount of revenue from soapstock and glycerin sales which occurred at the end of~~ our ~~2011~~2012 fiscal year~~. We~~ ~~were~~since ~~not operating in 2010, but~~ we ~~were~~completed ~~working~~construction toof ~~purchase~~ the ~~Mason City~~ biodiesel production facility~~. Our~~ ~~first~~and ~~biodiesel~~therefore ~~sales~~we ~~occurred~~were inno ~~January~~longer ~~2012. We~~capitalizing ~~had~~interest ~~preproduction costs during our 2011 fiscal year~~ related to ~~feedstock~~our wecredit ~~purchased to operate the biodiesel plant on a test basis~~facilities. ~~Our~~ ~~operating~~Further, ~~expenses~~we were ~~lower~~drawing ~~during~~funds ~~our~~on ~~2011 fiscal year compared to~~ our ~~2010~~revolving ~~fiscal~~line ~~year due to the net effect~~ of ~~higher~~credit ~~general and administrative expenses~~ during our ~~2011~~2012 fiscal year ~~along~~which ~~with~~resulted ~~lower professional fees and asset impairment during our 2011 fiscal year. Our general and administrative expenses were higher for our 2011 fiscal year as we added staff~~ in ~~order~~additional tointerest ~~commence operating the biodiesel production facility~~expense. ~~Our~~ ~~professional~~We ~~fees~~did ~~were~~not ~~significantly~~have ~~higher~~a ~~during~~line ~~our 2010 fiscal year as we were in the process~~ of ~~purchasing~~credit ~~the Mason City biodiesel production facility~~ during ~~that~~the ~~time~~same ~~which~~period ~~resulted~~ in ~~greater attorney and accounting fees~~2011. We also ~~had~~wrote aoff ~~larger~~debt ~~asset~~issuance ~~impairment~~costs ~~during~~of ~~our~~approximately ~~2010~~$121,000 ~~fiscal~~during ~~year compared to~~ our ~~2011~~2012 fiscal year ~~related~~when ~~to assets that~~ we ~~purchased~~reclassified ~~for~~our ~~the~~term ~~Marcus,~~loans ~~Iowa~~to ~~facility~~current ~~which were not used in the Mason City biodiesel production facility~~liabilities.

WeChanges ~~had~~in ~~more~~Financial ~~other~~Condition ~~income~~at ~~during~~October 31, ~~our~~2012 ~~2011~~Compared ~~fiscal year compared~~ to ~~our~~October 31, ~~2010 fiscal year because our interest expense was lower during our~~ 2011 ~~fiscal year. This decrease in our interest expense in 2011 was due to interest being capitalized as construction in progress during the construction phase.~~

~~We recently completed producing biodiesel from non-edible corn oil on a test basis.~~ The ~~biodiesel~~table ~~that~~below weshows ~~produce is being tested by an independent lab to confirm that it meets applicable fuel quality standards. We are currently in production and are working to fine tune~~ the ~~operation~~balances ofat ~~the~~October 31, ~~biodiesel~~2012 ~~production facility~~ and ~~find efficiencies in operating the biodiesel production facility~~2011. Management expects that this process of fine tuning the biodiesel production facility will last for some time as we anticipate continuing to find efficiencies in operating the biodiesel production facility.

During our 2012 fiscal year, management anticipates continuing to produce biodiesel from non-edible corn oil. We anticipate securing this type of feedstock from ethanol producers who have installed corn oil extraction equipment. The corn oil that we anticipate using as feedstock is not food-grade and is typically used for animal feed and other industrial purposes, in addition to being used in biodiesel production. The biodiesel production facility is capable of using many types of feedstock, including animal fats, and management anticipates that it will use whatever feedstock is most favorable to produce biodiesel.



ASSETS	October 31, 2012		October 31, 2011

Current Assets	$	654,933	$	4,671,432
Net Property, Plant and Equipment	16,309,596		19,972,703
Other Assets	1,181,262		2,585,246
Total Assets	$	18,145,791	$	27,229,381

LIABILITIES
Current Liabilities	$	10,574,429	$	2,205,921
Long-Term Debt Net of Current Maturities	1,048,111		5,577,058
Members' Equity	6,523,251		19,446,402
Total Liabilities and Members' Equity	$	18,145,791	$	27,229,381

~~Management~~Our ~~does~~cash ~~not~~and ~~anticipate~~equivalents ~~any~~were ~~difficulty~~lower ~~securing~~as ~~all~~ of ~~the~~October ~~feedstock~~31, ~~that~~2012 iscompared ~~necessary~~to October 31, 2011 due to ~~operate~~cash we used to bring the biodiesel production facility ~~during~~to ~~our~~full ~~2012~~operating ~~fiscal year~~capacity. We ~~have~~also ~~entered~~converted ~~into~~our ~~agreements~~certificates ~~with~~of ~~two~~deposit ~~ethanol~~to ~~plants~~cash toduring ~~supply~~our ~~the~~first ~~corn~~fiscal ~~oil~~quarter ~~that~~of we2012 ~~require~~and toused ~~operate~~that ~~the~~cash ~~biodiesel~~in ~~production~~our ~~facility~~operations. In ~~addition,~~The wevalue ~~anticipate~~of ~~relying~~our oninventory ~~RPMG~~was approximately $217,000 ~~our~~at ~~biodiesel~~October ~~marketer~~31, to2012 ~~assist~~compared usto inapproximately ~~securing~~$3,603,000 ~~non-edible~~at ~~corn~~October ~~oil~~31, ~~for~~2011 ~~our~~due ~~biodiesel~~to ~~production~~having ~~facility. RPMG~~less ~~markets~~raw ~~ethanol~~materials and ~~corn~~finished ~~oil~~goods ~~for~~on ~~several~~hand ~~ethanol~~at ~~production~~October ~~facilities~~31, in2012 ~~our~~because ~~area which supply us with a portion of~~ the ~~feedstock~~plant wewas ~~require~~not operating.

14Property, plant and equipment decreased at October 31, 2012 compared to October 31, 2011 mainly due to an impairment charge of approximately $3,150,000. Our other assets declined during our 2012 fiscal year due to an additional impairment charge of approximately $1,225,000 in 2012.

~~Changes~~We inhad ~~Financial~~significantly ~~Condition~~more ~~During~~accounts ~~the~~payable ~~Fiscal~~as ~~Years~~of ~~Ended~~October 31, 2012 compared to October 31, 2011 ~~and~~due to having less cash on hand to pay amounts owed to our vendors. Our debt was higher at October 31, ~~2010~~2012 compared to October 31, 2011 due to subordinated debt we issued. In addition, because of loan covenant violations in 2012, we reclassified approximately $5,147,000 of long-term debt to current.

The table below shows the changes in our financial condition as of the end of our 2011 and 2010 fiscal years.

ASSETS	October 31, 2011*		October 31, 2010*
Current Assets	$	4,671,432	$	6,456,924
Net Property, Plant and Equipment	19,972,703		11,395,724
Other Assets	2,585,246		9,801,119
Total Assets	$	27,229,381	$	27,653,767
LIABILITIES
Current Liabilities	$	2,205,921	$	228,305
Long-Term Debt Net of Current Maturities	5,577,058		6,050,048
Members' Equity	19,446,402		21,375,414
Total Liabilities and Members' Equity	$	27,229,381	$	27,653,767

* Derived from audited financial statements.

Our current assets were lower as of October 31, 2011 compared to October 31, 2010 due primarily to having less cash and cash equivalents on hand, offset by a significant increase in inventory. We were preparing to commence operations at the biodiesel production facility at the end of our 2011 fiscal year, so we had raw materials and finished product inventory as of October 31, 2011. We used our cash reserves to purchase the raw materials necessary to produce biodiesel. Our net property, plant and equipment was higher at October 31, 2011 compared to October 31, 2010 primarily due to the construction projects we undertook at the Mason City biodiesel production facility during our 2011 fiscal year. Our other assets were lower at October 31, 2011 compared to October 31, 2010 primarily because we used funds from our escrow deposit for our construction activities during our 2011 fiscal year, along with a decrease in the assets that we held for sale. This decrease in the value of the assets we held for sale was due to the fact that we sold some of these assets during our 2011 fiscal year, along with an impairment charge we recorded on these assets during our 2011 fiscal year of approximately $176,000.

Our current liabilities were higher at October 31, 2011 compared to October 31, 2010 because we were starting up our operations at the end of our 2011 fiscal year. We had accounts payable of approximately $912,000 as of October 31, 2011 primarily related to raw material purchases and accounts payable related to our construction projects. Additionally, we had approximately $611,000 outstanding on our revolving line of credit as of October 31, 2011, which we used for raw material purchases. Further, since we started making payments on our long-term debt with OSM starting in November 2011, we had approximately $474,000 as the current portion of our long-term debt which represents payments that will be made on our long-term debt within the next twelve months.

Our long-term debt net of current maturities was lower at October 31, 2011 compared to October 31, 2010 because we started making payments on our long-term debt during our 2012 fiscal year, so a portion of our long-term debt has been moved to a current liability as discussed above. Our members' equity was lower at October 31, 2011 compared to October 31, 2010 due to our accumulated deficit which has been incurred during our development of the biodiesel production facility.

Liquidity and Capital Resources

~~During~~Our ~~our 2011 fiscal year, our~~ primary sources of liquidity ~~were~~are cash and cash equivalents we ~~had~~have on hand,. ~~various~~Following ~~certificates of deposit and~~ the ~~proceeds~~end of our ~~loans~~third ~~from~~quarter ~~our primary lender, OSM. As~~ of ~~October 31~~2012, ~~2011,~~ we ~~had~~repaid ~~cash~~the ~~and~~entire ~~equivalents~~outstanding ~~of approximately $663,000 and we had certificates of deposit of approximately $256,000. In addition, the~~ balance of our ~~escrow~~First ~~account~~Citizens asline of ~~October~~credit ~~31,~~from ~~2011~~cash that was ~~approximately~~generated ~~$380,000. The~~through ~~funds~~the insale ~~our~~of ~~escrow~~inventory ~~account~~and ~~are~~this ~~used to pay our construction costs. On October 17, 2011, we secured a $4 million revolving~~ line of credit ~~with~~was ~~First~~canceled. ~~Citizens~~As toa ~~provide working capital for our operations. However~~result, ~~half~~we ofdo ~~the~~not $4have ~~million~~a ~~principal amount of the~~ line of credit isthat ~~not available to us until~~ we ~~have~~can ~~commenced~~use ~~operations~~for ~~at the biodiesel production facility and are~~ operating ~~profitably~~capital. We ~~anticipate using this line of credit for raw material purchases.~~ As of October 31, ~~2011~~2012, we had cash and equivalents of approximately $~~611~~64,000. ~~outstanding~~In onaddition, the ~~line~~balance of ~~credit. However,~~ our ~~ability~~escrow toaccount ~~draw~~as ~~funds on the line~~ of ~~credit~~October is31, ~~limited~~2012 bywas aapproximately ~~borrowing base calculation~~$380,000. The ~~borrowing~~funds ~~base~~in ~~calculation~~our ~~takes~~escrow ~~into~~ account aare ~~percentage~~used ofto pay our ~~accounts~~construction ~~receivable~~costs, ~~inventory~~but ~~and~~were ~~outstanding~~being ~~balance~~held ofuntil ~~the line of credit to determine whether~~ we ~~can~~are ~~draw~~satisfied ~~funds~~that on the ~~line~~biodiesel ofproduction ~~credit. Therefore,~~facility ~~the~~meets ~~entire~~operating $4performance ~~million will not always be available to us~~measures. ~~Following~~After ~~the~~October ~~end~~31, ~~of our 2011 fiscal year~~2012, wecontrol ~~started~~of ~~generating~~the ~~revenue~~escrow ~~from~~funds ~~our~~were ~~operations~~transferred ~~which~~to ~~provided an additional source of liquidity for our~~ OSM.

15Concerns have been raised regarding our ability to continue as a going concern due to the losses we incurred due to construction delays and difficulties operating the plant at full production, the fact that we have very little cash available, the default

~~operations.~~ 11

Wenotices ~~anticipate using cash to continue to develop our biodiesel production facility during our 2012 fiscal year. We have identified two capital projects that~~ we ~~anticipate~~received ~~will~~from ~~be completed during~~ our ~~2012~~primary ~~fiscal~~lender, ~~year~~OSM, ~~which~~along ~~together~~with wethe ~~expect~~mechanics ~~will~~lien ~~require~~foreclosure ~~capital~~proceeding ~~expenditures~~with ~~of approximately $600,000~~Wolin. These ~~projects~~factors ~~relate~~may continue to ~~installation~~negatively ofimpact anour ~~updated~~liquidity ~~control system for the biodiesel production facility~~ and ~~adding~~may ancause ~~additional~~us ~~centrifuge~~to ~~which management believes will improve the efficiency of our biodiesel production facility~~fail.

WeThe ~~are~~following intable ~~the~~shows ~~process of seeking additional sources of liquidity, including raising additional capital through a private offering or entering into a toll manufacturing agreement, as we do not believe~~ our ~~current~~ cash ~~reserves~~flows ~~and~~for the ~~line-of-credit~~fiscal ~~will~~years beended ~~sufficient~~October 31, ~~to fund all of operations through~~ 2012~~. Any~~ ~~additional~~and ~~financing~~2011 ~~could be subject to approval by our current lenders, which could limit our ability to obtain financing. As a result, we may not be able to obtain any additional financing that we may require.~~



	Fiscal Year Ended			Fiscal Year Ended
	October 31, 2012			October 31, 2011
Net cash used for operating activities	$	(718,202	)	$	(5,197,762	)
Net cash used for investing activities	(294,668		)	(1,092,936		)
Net cash provided by financing activities	414,255			600,689
Cash beginning of period	662,946			6,352,955
Cash end of period	$	64,331		$	662,946

Cash Flow from Operating Activities

Our operating activities used less cash during our 2012 fiscal year compared to the same period of 2011. The reduction resulted from selling the majority of our inventory, delaying payments to our vendors, and non-cash impairment charges.

Cash Flow from Investing Activities

Our investing activities used less cash during our 2012 fiscal year compared to the same period of 2011. We used less cash for capital expenditures during the 2012 period compared to the 2011 period. These capital expenditures were related to capital improvements we have been making to our biodiesel production facility. In 2011, we purchased certificates of deposit to hold cash that was not yet needed. In 2012, we used the proceeds from the certificates of deposit to pay for capital expenditures. We also received cash during the 2011 period related to equipment we sold for approximately $200,000. We sold significantly less equipment during the comparable period of 2012.

Cash Flow from Financing Activities

We received cash from our line of credit during our 2011 fiscal year which we used to finance operations at the biodiesel production facility. These funds were primarily used for purchases of biodiesel feedstock and other raw materials necessary to produce biodiesel and its co-products. Our line of credit was repaid and canceled in August 2012. In addition, we received additional capital through subordinated debt and a private offering which we commenced during our second quarter of 2012. Finally, we received $250,000 in proceeds from a note payable from Farmers State Bank during our third quarter of 2012 which we used in our operations. We started making payments on our OSM long-term debt in November 2011.

Long-term and Short-term Debt Sources

On April 2, 2010, we entered into a loan agreement with OSM. Subject to the terms of the loan agreement, OSM agreed to lend us $6,000,000. The initial interest rate is 5.0%. In October 2016, the interest rate ~~will~~is scheduled to adjust to the 5-year London Inter-bank Offered Rate (LIBOR) swap rate plus 3.5%, with a minimum annual interest rate of 5.0%. During the first year of the loan, we were required to only pay interest on outstanding amounts. Beginning in November 2011, we agreed to make scheduled principal and interest payments amortized over a ten-year period. The maturity date of the loan is in September 2021. We stopped making payments on our term loan with OSM in October 2012 due to our lack of funds necessary to continue making our debt payments.

The loan agreement requires us to adhere to various covenants which restrict our operating flexibility. The loan agreement restricts our ability to make distributions to our members, to further pledge our assets for other financing that we might require, and to make payments on subordinated debt we acquire. In addition, the loan agreement requires us to maintain certain financial ratios and to obtain OSM's permission before taking certain actions affecting our business and material contracts.

AtIn ~~closing,~~addition weto ~~executed~~the aloan ~~mortgage~~defaults ~~and~~discussed ~~security~~above, ~~agreement~~we inwere ~~favor~~out of ~~OSM~~compliance ~~creating~~at aOctober ~~first~~31, ~~lien~~2012 onwith ~~the~~all ~~land~~of our financial loan covenants, and ~~property~~we atanticipate ~~the~~being ~~Mason~~out ~~City~~of ~~plant. As~~compliance awith ~~result,~~our wefinancial ~~must~~loan ~~obtain~~covenants ~~OSM's~~into ~~permission~~the toforeseeable ~~sell~~future. As ~~these~~discussed ~~assets~~above, ~~which~~OSM ~~could~~sent ~~limit~~us ~~our~~several ~~operating~~written ~~flexibility. The~~notices ~~loan~~of ~~agreement~~default ~~provides~~with ~~that~~respect ~~certain~~to ~~actions~~this ~~will~~loan. ~~constitute~~We ~~defaults,~~have ~~which~~reclassified ~~would~~our ~~allow~~ OSM todebt ~~demand~~as ~~immediate~~a ~~repayment~~current ofliability ~~the~~since ~~entire~~OSM ~~loan~~has ~~amount~~the ~~and~~right ~~foreclose~~to ~~its~~accelerate ~~lien~~our onloans ~~our~~due ~~property~~to the defaults.

On September 30, 2010, we entered into an Amended and Restated Loan Agreement with OSM. The purpose of amending and restating the loan agreement was to address certain items related to closing on the loan and to address additional details related to the Construction and Design Agreement and our anticipated biodiesel production facility modifications to make the facility multi-feedstock capable. On March 18, 2011, we entered into a second amendment to the loan agreements with OSM, whereby certain defined terms related to a covenant calculation were clarified.12

AsAt closing, we executed a mortgage and security agreement in favor of ~~October~~OSM ~~31,~~creating ~~2011~~a first lien on the Mason City biodiesel production facility. As a result, we ~~had~~must ~~approximately~~obtain $6OSM's permission to sell these assets,~~051,000~~ ~~outstanding~~which ~~pursuant~~could tolimit our ~~OSM~~operating flexibility. The loan agreement provides that certain actions will constitute defaults, which ~~accrued~~would ~~interest~~allow atOSM ato ~~rate~~demand immediate repayment of 5%the ~~per~~entire ~~year~~loan amount and foreclose its lien on our property.

InOn ~~addition~~September ~~to our OSM loan~~30, ~~on October 17~~2010, ~~2011,~~ we ~~executed~~entered ainto ~~new~~an $4Amended ~~million~~and ~~operating~~Restated ~~line~~Loan ofAgreement ~~credit~~ with ~~First Citizens~~OSM. ~~We anticipate using these funds to purchase raw materials to operate the biodiesel production facility.~~ The ~~maturity~~purpose ~~date~~ of ~~this~~amending ~~line~~and ofrestating ~~credit is October 31, 2012. The line of credit accrues interest at~~ the ~~greater~~loan ofagreement ~~the~~was ~~Wall~~to ~~Street~~address ~~Journal~~certain ~~prime~~issues ~~rate~~related ~~plus 1% or a fixed rate of 6%. Our ability~~ to ~~draw~~closing ~~funds~~ on the ~~line~~loan ofand ~~credit is subject~~ to aaddress ~~borrowing~~additional ~~base~~details ~~calculation. The~~related ~~borrowing~~to ~~base~~the ~~calculation~~Construction ~~adds (i) 75% of our accounts receivable of 0-30 days~~ and ~~50%~~Design ofAgreement. ~~our~~On ~~accounts~~March ~~receivable~~18, ~~of 31-45 days; plus (ii) 70% of our finished biodiesel inventory~~2011, ~~50% of our feedstock inventory and 50% of our chemical inventory; minus (iii) the amount that is currently outstanding on the line of credit. This calculation determines the amount of funds that~~ we ~~can~~entered ~~draw~~into ~~on the line of credit subject to~~ a $4second ~~million~~amendment ~~cap. Further, half of the $4 million line of credit is not available~~ to ~~us until we have commenced operations and~~ the ~~biodiesel~~loan ~~production~~agreements ~~facility~~with ~~is operating profitably. If we experience an event of default under our~~ OSM, ~~credit~~whereby ~~agreement,~~certain ~~First~~defined ~~Citizens~~terms ~~can~~related ~~declare~~to a ~~default~~covenant ~~under~~calculation ~~the~~were ~~line of credit~~clarified.

As of October 31, ~~2011~~2012, we had approximately $~~610,500~~5.6 million outstanding onpursuant ~~the~~to ~~First~~our ~~Citizens~~OSM ~~line~~loan ~~of credit~~ which accrued interest at ana ~~annual~~ rate of 6%5. As0% ofper ~~October~~year ~~31,~~plus ~~2011,~~default ~~the~~interest ~~maximum we were allowed to draw on the line~~ of ~~credit~~4.0% ~~was $2 million based on the borrowing base calculation and the restriction in our loan agreement~~ which ~~prevents~~began usaccruing ~~from drawing~~ in ~~excess of $2 million until we had commenced operations and are operating profitably~~2012.

OnIn ~~February 3~~addition to our OSM loan, on October 17, 2011, we ~~entered~~executed ~~into~~ a ~~development~~$4 ~~agreement~~million operating line of credit with First Citizens. We used these funds to purchase raw materials to operate the ~~City~~biodiesel production facility. The maturity date of ~~Mason~~this ~~City~~line of credit was October 31, ~~Iowa~~2012. ~~This~~ ~~agreement~~However, ~~provides~~in ~~that~~August ~~the~~2012, ~~City~~this line of ~~Mason~~credit ~~City,~~was ~~Iowa~~repaid ~~will~~and ~~make~~canceled. ~~certain~~As ~~incentive~~a ~~payments~~result, towe usno ~~based~~longer onhave ~~the~~a ~~increased~~line ~~property~~of ~~tax~~credit ~~revenue~~to use for working capital.

16In addition, we raised $1,038,000 through the private sale of subordinated unsecured debt securities during our 2012 fiscal year. We used the capital we raised through these debt securities to continue the development and startup of our biodiesel production facility.

On February 3, 2011, we entered into a development agreement with the City of Mason City, Iowa. This agreement provides that the City of Mason City, Iowa will make certain incentive payments to us based on the increased property tax revenue for 5 years, beginning December 1, 2012, related to the initial construction of the Mason City biodiesel production facility and 8 years, beginning December 1, 2013, based on the equipment installation at the Mason City biodiesel production facility, totaling up to, but not to exceed, approximately $623,000. The agreement also provides for a new water main extension to our site estimated to cost approximately $120,000, of which 25% of the cost will be paid by the City of Mason City and the remaining 75% will be paid using funds held in our escrow account. Additionally under the development agreement, we have agreed to meet certain employment requirements related to hiring and retention through December 31, 2021.

We have received various written notices of default from OSM our primary lender. We are out of compliance with each of the financial loan covenants in our loan agreements with OSM and we have failed to make payments on our OSM loan since October 2012, amongst other defaults under our loans. In order to address these events of default, we executed a Forbearance Agreement with OSM on February 15, 2013 (the "Forbearance Agreement"). Pursuant to the Forbearance Agreement, OSM agreed not to proceed with its remedies under the loan agreement until the earlier of April 30, 2013 or the termination of the Forbearance Agreement. On April 25, 2013, we executed the First Amendment to Forbearance Agreement which extended the deadline of the forbearance until July 31, 2013. On May 8, 2013, we executed the Second Amendment to Forbearance Agreement which addressed certain defaults related to us executing the Asset Purchase Agreement. During the time that the Forbearance Agreement is in effect, OSM has agreed not to proceed with any of its rights and remedies under the loan agreement, including its ability to institute a foreclosure action. The Forbearance Agreement can be terminated by OSM in the event our negotiations with REG regarding a sale of the biodiesel production facility are abandoned, if our financial condition materially deteriorates, if we violate any of the agreements we made in the Forbearance Agreement, and for other reasons included in the Forbearance Agreement. If the Forbearance Agreement terminates, OSM could pursue any of its rights or remedies under the loan agreements, including pursuing a foreclosure of its interest in the Mason City biodiesel production facility. If OSM were to proceed with a foreclosure, we may lose the biodiesel production facility and the other assets which are pledged as collateral for the OSM loan.

In November 2012, we entered into a note payable with Farmers State Bank, advanced in multiple installments, totaling $320,000 bearing interest at 4.5%, maturing on May 21, 2013. The note is secured by certain equipment we are in the process of selling and guaranteed by all eight members of our board of directors. As of the date of this report, the note payable remains due in addition to the accrued interest on the note. We anticipate using proceeds from the asset sales agreement to settle this note.

In March 2013, we entered into a note payable with Farmers State Bank for $50,000 bearing interest at 4.5%, maturing on July 27, 2013. The note is secured by certain equipment we are in the process of selling and guaranteed by all eight members of our board of directors. We anticipate using proceeds from the asset sales agreement to settle the note.

Critical Accounting Estimates

Management uses various estimates and assumptions in preparing our financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Accounting estimates that are the most important to the presentation of our results of operations and financial condition, and which require the greatest use of judgment by management, are designated as our critical accounting estimates. We have the following critical accounting estimate:

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Impairment testing for assets requires various estimates and assumptions, including an allocation of cash flows to those assets and, if required, an estimate of the fair value of those assets. We review assets held for sale at each reporting date to determine that the carrying value is equal to or greater than the estimated net selling price. The carrying value of assets held for sale is based on the ability to sell or utilize these assets. Our estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. These valuations require the use of management's assumptions, which do not reflect unanticipated events and circumstances that may occur. Our assumptions relate to the future of the renewable fuels industry, the potential uses of assets, and value of the assets to a buyer. Given the uncertainties with these assumptions, the actual results could be different than expected and these changes could be significant.

We are involved with claims and lawsuits from vendors related to the payment for services related to the construction and operation of the biodiesel facility. We record provisions in the financial statements for pending litigation when we determine that an unfavorable outcome is probable and the amount of loss can be reasonably estimated. The claims and liens we are currently involved with involve the payment and settlement of vendor payables. It is possible that our results of operations, cash flows and financial position could be materially adversely affected by an unfavorable outcome of certain pending or future litigation.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

1714

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Soy Energy, LLC

Mason City, Iowa

We have audited the accompanying balance sheets of Soy Energy, LLC ~~(a development stage company)~~ as of October 31, ~~2011~~2012 and ~~2010~~2011, and the related statements of operations, changes in members' equity, and cash flows for each of the years then ended ~~and the period from inception (December 15, 2005) to October 31, 2011~~. Soy Energy, LLC's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our ~~audit~~audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Soy Energy, LLC ~~(a development stage company)~~ as of October 31, ~~2011~~2012 and ~~2010~~2011, and the results of its operations and its cash flows for each of the years then ended ~~and for the period from inception (December 15, 2005) to October 31, 2011~~ in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company had delays in commencing operations, ~~and~~ incurred losses ~~during~~greater ~~the~~than ~~development~~expected, ~~stage.~~and has negative working capital. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding these matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Boulay, Heutmaker, Zibell & Co., P.L.L.P. ~~Certified Public Accountants~~

Certified Public Accountants

Minneapolis, Minnesota

~~February~~June 14, ~~2012~~ 2013

1815

SOY ENERGY, LLC

(A Development Stage Company)

Balance Sheets

ASSETS	October 31, ~~2011~~2012			October 31, ~~2010~~2011
Current Assets
Cash and cash equivalents	$	~~662~~64,~~946~~331		$	6662,~~352,955~~946
Certificates of deposit	~~255,923~~—			—255,923
Accounts receivable	88239,~~036~~015			—88,886
Accrued interest receivable	850			3,993
Inventories	216,962			3,602,931
Inventories	3,602,931			—
Prepaid cost and other	134,625			60,746
Prepaid costs and other	60,746			99,976
Total current assets	654,933			4,671,432
Total current assets	4,671,432			6,456,924
Property, Plant and Equipment
Land and improvements	~~502~~431,~~176~~801			502,176
Buildings	3,~~278~~682,~~738~~629			3,~~272~~278,~~616~~738
Equipment	613,~~313~~613,~~762~~377			6,~~242~~313,~~987~~762
Accumulated depreciation	(241,~~955~~418,211		)	(524,~~954~~955		)
Total	1016,~~069~~309,~~721~~596			10,~~011~~069,~~825~~721
Construction in progress	~~9,902,982~~—			19,~~383~~902,~~899~~982
Net property, plant and equipment	1916,~~972~~309,~~703~~596			1119,~~395~~972,~~724~~703
Other Assets
Other	~~43,419~~—			—43,419
Assets held for sale	1650,~~875,637~~262			21,~~825~~875,~~380~~637
Escrow deposit	379,~~894~~979			6379,~~677,482~~894
Debt service reserve	~~150~~151,~~766~~021			150,~~000~~766
Debt issuance costs, net	~~135,530~~—			~~148~~135,~~257~~530
Total other assets	21,~~585~~181,~~246~~262			92,~~801~~585,~~119~~246
Total Assets	$	2718,~~229~~145,~~381~~791		$	27,~~653~~229,~~767~~381

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

1916

SOY ENERGY, LLC

(A Development Stage Company)

Balance Sheets

LIABILITIES AND MEMBERS' EQUITY	October 31, ~~2011~~2012			October 31, ~~2010~~2011
Current Liabilities
Accounts payable	$	~~911~~4,~~865~~387,831		$	96911,~~224~~865
Accrued expenses	~~209~~330,~~730~~166			~~132~~209,~~081~~730
Line-of-credit	610,500			—
Line of credit	—			610,500
Current maturities of long-term debt	473,826			—
Note payable	250,000			—
Total current liabilities	2,205,921			228,305
Current maturities of long-term debt	5,606,432			473,826
Long-Term Debt, Net of Current Maturities	5,577,058			6,050,048
Total current liabilities	10,574,429			2,205,921
Members' Equity
Long-Term Debt, Net of Current Maturities	1,048,111			5,577,058
Member contributions, 33,018 units issued and outstanding	31,031,572			31,031,572
Member contributions, 33,348 and 33,018 Units Issued and Outstanding, respectively	6,523,251			19,446,402
Deficit accumulated during development stage	(11,585,170		)	(9,656,158		)
Total Liabilities and Members’ Equity	$	18,145,791		$	27,229,381
Total members' equity	19,446,402			21,375,414
Total Liabilities and Members’ Equity	$	27,229,381		$	27,653,767

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

2017

SOY ENERGY, LLC

(AStatements ~~Development~~of ~~Stage Company)~~Operations

Statement of Operations



	Year Ended			Year Ended
	October 31, 2012			October 31, 2011


Sales	$	10,389,138		$	34,172
Costs of Goods Sold	15,755,222			224,151
Gross Loss	(5,366,084		)	(189,979		)

Operating Expenses
General and administrative	2,086,083			1,309,577
Professional fees	660,032			308,651
Impairment	4,375,375			175,743
Total operating expenses	7,121,490			1,793,971

Operating Loss	(12,487,574		)	(1,983,950		)

Other Income (Expense)
Interest income	1,359			48,849
Other income	(76,226		)	6,089
Interest expense	(566,960		)	—
Total other income (expense), net	(641,827		)	54,938

Net Loss	$	(13,129,401	)	$	(1,929,012	)

Weighted Average Units Outstanding - Basic and Diluted	33,202			33,018

Net Loss Per Unit - Basic and Diluted	$	(395.44	)	$	(58.42	)

	Year Ended			Year Ended			From Inception (December 15, 2005) to
	October 31, 2011			October 31, 2010			October 31, 2011
Revenues	$	34,172		$	—		$	34,172
Preproduction Costs Including Cost of Goods Sold	224,151			—			224,151
Gross Loss	(189,979		)	—			(189,979		)
Operating Expenses
General and administrative	1,309,577			702,137			2,918,161
Professional fees	308,651			645,062			2,175,498
Impairment of long-lived assets	175,743			630,863			7,729,231
Total operating expenses	1,793,971			1,978,062			12,822,890
Operating Loss	(1,983,950		)	(1,978,062		)	(13,012,869		)
Other Income (Expense)
Interest income	48,849			45,198			1,434,960
Other income	6,089			1,251			21,150
Interest expense	—			(28,411		)	(28,411		)
Total other income, net	54,938			18,038			1,427,699
Net Loss	$	(1,929,012	)	$	(1,960,024	)	$	(11,585,170	)
Weighted Average Units Outstanding - Basic and Diluted	33,018			33,018			25,283
Net Loss Per Unit - Basic and Diluted	$	(58.42	)	$	(59.36	)	$	(458.22	)

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

2118

SOY ENERGY, LLC

(A Development Stage Company)

Statements of Changes in Members' Equity

	Member Contributions			Income (Deficit) Accumulated During Development Stage
Balance at October 31, 2010	$	21,375,414
Balance at Inception (December 15, 2005)	$	—		$	—
Net loss for the year ended October 31, 2011	(1,929,012		)
Capital contributions - 1,500 units, $333.33 per unit - December 2005	500,000			—
Balance at October 31, 2011	$	19,446,402
Capital contributions - 1,600 units, $500 per unit - April 2006	800,000			—
Capital contributions - 330 units, $625 per unit	206,250
Costs of raising capital	(13,212		)	—
Net loss for the year ended October 31, 2012	(13,129,401		)
Net loss for the period ended October 31, 2006	—			(237,990		)
Balance at October 31, 2012	$	6,523,251
Balance at October 31, 2006	1,286,788			(237,990		)
Capital contributions - 30,668 units, $1,000 per unit June - October 2007	30,668,000			—
Costs of raising capital	(173,216		)	—
Net income for the year ended October 31, 2007	—			264,970
Balance at October 31, 2007	31,781,572			26,980
Redemption of 750 units - July 2008	(750,000		)	—
Net loss for the year ended October 31, 2008	—			(7,073,274		)
Balance at October 31, 2008	31,031,572			(7,046,294		)
Net loss for the year ended October 31, 2009	—			(649,840		)
Balance at October 31, 2009	31,031,572			(7,696,134		)
Net loss for the year ended October 31, 2010	—			(1,960,024		)
Balance at October 31, 2010	31,031,572			(9,656,158		)
Net loss for the year ended October 31, 2011	—			(1,929,012		)
Balance at October 31, 2011	$	31,031,572		$	(11,585,170	)

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

2219

SOY ENERGY, LLC

(A Development Stage Company)

Statements of Cash Flows

	Year Ended			Year Ended			~~From Inception (December 15, 2005)~~
	October 31, 2011			October 31, 2010			to October 31, 2011
	October 31, 2012			October 31, 2011
Cash Flows from Operating Activities
Net loss	$	(113,~~929~~129,~~012~~401	)	$	(1,~~960~~929,~~024~~012	)	$	~~(11,585,170~~	)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization	191,~~001~~427,820			319,~~430~~001			~~26,698~~
Loss on sale of assets held for sale	45,000			—			45,000
Write-off of loan costs included with interest expense	120,914			—
Noncash interest income	(5,974		)	(746		)	(36,720		)
Loss on sale of assets held for sale	1,462			45,000
Impairment of long-lived assets	~~175~~4,~~743~~375,375			~~630~~175,~~863~~743			~~7,729,231~~
Write off of construction services related to terminated agreement	—			—			50,000
Other	9,771			(5,974		)
Write off of debt issuance costs	—			—			25,000
Changes in operating assets and liabilities:
Expenses financed with long-term debt	—			50,048			50,048
Accounts receivable	(150,129		)	(84,893		)
Changes in operating assets and liabilities:
Inventories	3,385,969			(3,602,931		)
Accounts receivable	(88,036		)	—			(88,036		)
Prepaid costs and other	(30,460		)	(203,679		)
Accrued interest receivable	3,143			2,178			(850		)
Accounts payable	3,150,041			337,159
Inventories	(3,602,931		)	—			(3,602,931		)
Accrued expenses	120,436			51,824
Prepaid costs and other	(203,679		)	(535		)	(208,655		)
Net cash used for operating activities	(718,202		)	(5,197,762		)
Accounts payable	337,159			(19,290		)	372,748
Cash Flows from Investing Activities
Accrued expenses	51,824			124,054			183,905
Capital expenditures	(550,991		)	(1,037,013		)
Net cash used for operating activities	(5,197,762		)	(1,170,022		)	(7,039,732		)
Proceeds from disposal of assets held for sale	400			200,000
Cash Flows from Investing Activities
Payments for certificates of deposit	—			(774,820		)
Capital expenditures	(1,037,013		)	(4,008,906		)	(15,829,478		)
Proceeds from maturing certificates of deposit	255,923			518,897
Proceeds from disposal of property and equipment	—			—			1,725,000
Net cash used for investing activities	(294,668		)	(1,092,936		)
Proceeds from disposal of assets held for sale	200,000			5,818			205,818
Cash Flows from Financing Activities
Escrow deposits, net	—			(8,000,000		)	(8,000,000		)
Payments for debt issuance costs	—			(8,143		)
Payments for design services deposit	—			—			(5,450,000		)
(Decrease) increase in line-of-credit, net	(610,500		)	610,500
Refund of design services deposit	—			—			3,300,000
Proceeds from note payable	250,000			—
Payments for construction deposit	—			—			(2,500,000		)
Proceeds from long-term debt	1,038,000			—
Refund of construction deposit	—			—			2,450,000
Payments on long-term debt	(469,495		)	(1,668		)
Payments for certificates of deposit	(774,820		)	—			(2,724,820		)
Capital contributions	206,250			—
Proceeds from maturing certificates of deposit	518,897			—			2,468,897
Net cash provided by financing activities	414,255			600,689
Net cash used for investing activities	(1,092,936		)	(12,003,088		)	(24,354,583		)
Net Decrease in Cash and Cash Equivalents	(598,615		)	(5,690,009		)
Cash Flows from Financing Activities
Cash and Cash Equivalents at Beginning of Period	662,946			6,352,955
Payments for debt issuance costs	(8,143		)	(150,000		)	(183,143		)
Cash and Cash Equivalents at End of Period	$	64,331		$	662,946
Funding debt service reserve	—			(150,000		)	(150,000		)
Members' contributed capital	—			—			31,968,000
Payments for offering costs	—			—			(186,428		)
Proceeds from line-of-credit	610,500			—			610,500
Payments on long-term debt	(1,668		)	—			(1,668		)
Net cash provided by (used for) financing activities	600,689			(300,000		)	32,057,261
Net (Decrease) Increase in Cash and Cash Equivalents	(5,690,009		)	(13,473,110		)	662,946
Cash and Cash Equivalents at Beginning of Period	6,352,955			19,826,065			—
Cash and Cash Equivalents at End of Period	$	662,946		$	6,352,955		$	662,946

	Year Ended		Year Ended		From Inception (December 15, 2005)
	October 31, 2011		October 31, 2010		to October 31, 2011
Supplemental Cash Flow Information
Interest expense paid	$	—	$	26,667	$	26,667
Capitalized interest paid	278,290		—		411,846
Supplemental Schedule of Noncash Investing and Financing Activities
Construction-in-progress in accounts payable	$	474,553	$	60,635	$	535,188
Construction-in-progress in accrued expenses	25,825		—		25,825
Equipment in accounts payable	3,929		—		3,929
Assets held for sale reclassified to construction-in-progress	529,000		—		529,000
Prepaid costs reclassified to construction-in-progress	95,000		—		95,000
Amortization of loan fees, discounts and prepaid costs capitalized as construction-in-progress	127,864		—		127,864
Payment of construction-in-progress with escrow deposit	6,302,796		1,323,264		7,626,060
Property and equipment financed with long-term debt	—		6,000,000		6,000,000
Assets held for sale reclassified to prepaid costs	—		95,000		95,000
Long-term debt issued to pay operating expenses	—		50,048		50,048
Construction-in-progress applied against design services deposit	—		—		963,675
Design services deposit applied against accounts payable to related party	—		—		431,696
Property and equipment returned for member units	—		—		750,000
Property and equipment reclassified to assets held for sale	—		—		3,557,061

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

SOY ENERGY, LLC

(AStatements ~~Development~~of ~~Stage~~Cash ~~Company)~~Flows



	Year Ended		Year Ended
	October 31, 2012		October 31, 2011

Supplemental Cash Flow Information
Interest expense paid	$	327,220	$	—
Capitalized interest paid	81,910		278,290

Supplemental Schedule of Non-cash Investing and Financing Activities
Construction-in-progress in accounts payable	$	—	$	474,553
Construction-in-progress in accrued expenses	—		25,825
Property, plant and equipment in accounts payable	325,925		3,929
Assets held for sale reclassified to construction-in-progress	—		529,000
Prepaid costs reclassified to construction-in-progress	—		95,000
Amortization of loan fees, discounts and prepaid costs capitalized as construction-in-progress	5,318		127,864
Payment of construction-in-progress with escrow deposit	—		6,302,796

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

SOY ENERGY, LLC

Notes to Financial Statements

October 31, ~~2011~~2012

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Soy Energy, LLC, aan ~~development stage~~ Iowa limited liability company, (the Company) ~~was~~operates ~~originally organized to develop, own and operate~~ a 30 million gallon per year (MGY) production biodiesel facility ~~between~~in ~~Cleghorn~~Mason ~~and Marcus~~City, Iowa ~~in Cherokee County~~. The Company ~~was~~produces ~~formed~~and ~~December 15~~sells biodiesel, ~~2005~~glycerin toand ~~have~~soapstock. The aCompany ~~perpetual~~commenced ~~life~~operations in January 2012. AsPrior ofto ~~October 31,~~January ~~2011~~2012, the Company iswas in the development stage. On ~~with~~October 22, ~~its~~2012, ~~efforts being principally devoted to organizational activities and construction of improvements to~~ the ~~Mason City, Iowa plant. The~~ Company ~~had~~shut ~~minimal~~down ~~revenues~~its inbiodiesel ~~fiscal~~facility ~~2011~~ due to ~~the~~difficult ~~sale~~market ofconditions, ~~soap~~continued ~~stock~~production ~~and began principal operations in January 2012. Accordingly~~challenges, ~~the~~and ~~Company~~low ~~will~~working ~~exit the developmental stage in fiscal 2012~~capital.

Construction of a biodiesel facility began in June 2007 with completion originally expected in the first calendar quarter of 2009. In November 2007, the Company suspended construction on the project subject to securing debt financing. In April 2008, the Company's members voted to reduce the project from a 30 MGY to 15 MGY production biodiesel facility.

At October 31, 2008, the Company determined a biodiesel facility near Marcus, Iowa was not feasible, terminated all design/build construction contracts and recorded impairment charges totaling $6,923,000. Additional impairment charges totaling approximately $176,000 and $631,000 were recorded for the years ended October 31, 2011 and 2010, respectively, related to assets held for sale. The Company will continue to monitor and evaluate the value of assets held for sale to determine if additional impairment is necessary.

On July 29, 2009, the Company entered into an Asset Purchase Agreement and a Unit Purchase Agreement (Agreements) to acquire an existing biodiesel facility from Freedom Fuels, LLC (Freedom Fuels), a debtor in possession in bankruptcy in Mason City, Iowa. Because of a change in the bankruptcy, the Company drafted an updated Asset Purchase Agreement and terminated the Unit Purchase Agreement.

On April 2, 2010, the Company entered into an Asset Purchase Agreement (the "APA") to acquire the assets of the Freedom Fuels plant in Mason City, Iowa from OSM-REO FF, LLC ("OSM"), a Minnesota limited liability company.

On September 30, 2010, the Company took possession of the Mason City, Iowa biodiesel production facility and is currently in the process of making improvements to the facility to allow for multiple feed stock capabilities.

Fiscal Reporting Period

The Company adopted a fiscal year ending October 31 for financial operations.

Accounting Estimates

Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported revenues and expenses. The Company uses estimates and assumptions in accounting for significant matters, among others, the carrying value of ~~property,~~long-lived ~~plant,~~assets and ~~equipment~~the ~~and related~~ assumptions related to impairment testing and ~~the expected net selling price of assets held for sale and~~ inventory valuation. ~~In addition, the Company estimates that it has the necessary capital to finish the construction of improvements to get the plant operational and meet future operating obligations.~~ Actual results may differ from previously estimated amounts and such differences may be material to the financial statements.

Revenue Recognition

The Company generally sells biodiesel and related products pursuant to marketing agreements. Revenues are recognized when the marketing company (the "customer") has taken title and has assumed the risks and rewards of ownership, prices are fixed or determinable and collectability is reasonably assured.

On August 16, 2012, the Company entered into a tolling agreement with an unrelated party. The Company's revenue from the agreement is based on a processing fee which is earned as biodiesel is produced. Additionally, the Company shares in related profits/losses associated with the sale of biodiesel produced for the unrelated party based on the terms defined within the tolling agreement.

Cash and Cash Equivalents

The Company considers all ~~highly~~ liquid debt instruments purchased with an original maturity of three months or less to be cash and cash equivalents.

At times throughout the year, cash and cash equivalents balances exceeded amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced losses relative to cash and cash equivalents, and does not believe such accounts are at a significant risk of loss.

SOY ENERGY, LLC

(A Development Stage Company)

Notes to Financial Statements

October 31, 2011

Accounts Receivable

InCredit ~~the~~terms ~~normal~~are ~~course~~extended ~~of business, the Company provides credit~~ to ~~its~~ customers ~~and~~in ~~evaluates~~ the ~~status~~normal course of ~~outstanding balances on a regular basis~~business. ~~Losses~~ onThe ~~accounts~~Company ~~receivable~~performs ~~are~~ongoing ~~recorded~~credit onevaluations ~~the~~of ~~direct~~its ~~charge-off~~customers' ~~method for income tax purposes and the reserve method for~~ financial ~~reporting~~condition ~~purposes. At October 31~~and, ~~2011~~generally, ~~the~~requires ~~Company~~no ~~considered all remaining accounts receivable to be fully collectible and an allowance for doubtful accounts was not considered necessary~~collateral.

~~Inventories~~Accounts receivable are recorded at estimated net realizable value. Accounts are considered past due if payment is not made on a timely basis in accordance with the Company's credit terms. Accounts considered uncollectible are written off. The Company's estimate of the allowance for doubtful accounts is based on historical experience, its evaluation of the current status of receivables, and unusual circumstances, if any. At October 31, 2012 and 2011, the Company was of the belief that such accounts would be collectable and thus an allowance was not considered necessary.

~~Inventories consist of raw materials, work-in-progress and finished goods. Inventories are stated at the lower-of-cost, which is determined by the first-in, first-out method, or market.~~21

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost and depreciated over estimated service lives of related assets using the straight-line method of accounting. Property, plant and equipment undergoing development that is not in service is shown in the balance sheet as construction-in-progress and is not depreciated. Estimated service lives computing depreciation for financial reporting are as follows:

Description		Years
Buildings		39
Equipment		2 to 10

Ordinary maintenance and repairs are expensed as incurred. Cost of renewals and betterments are capitalized in appropriate property, plant and equipment accounts and depreciated as discussed above.

The Company capitalizes construction costs as construction-in-progress until the assets are placed in service. The Company had construction-in-progress of approximately $9,903,000 and $1,384,000 as October 31, 2011 and 2010, respectively, relating to the Mason City, Iowa plant improvements.

Construction-in-Progress

The Company continues to make payments for the construction of a 30 MGY plant. The Company anticipates the construction will cost approximately $10,000,000, including capitalized interest, insurance, and certain assets previously held for sale now utilized in construction-in-progress, with approximately $97,000 remaining at October 31, 2011. The Company capitalized interest of approximately $327,000, including amounts accrued, during the year ended October 31, 2011.

Long-Lived Assets

The Company reviews its long-lived assets, such as property, plant and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. The Company reviews assets held for sale at each reporting date to determine that the carrying value is equal or greater than the estimated net selling price.

In 2008, the Company determined it was not feasible to build a biodiesel facility at the original discussed site, resulting in an impairment charge totaling approximately $6,923,000 on construction-in-progress, construction related amounts, and other long-lived assets.

The Company recorded additional impairment charges of approximately $176,000 and $631,000 on assets held for sale for the years ended October 31, 2011 and 2010, respectively. In determining the net realizable value of the assets held for sale, the Company has made assumptions concerning the future of the renewable fuels industry and the potential uses of the property. Given

SOY ENERGY, LLC

(A Development Stage Company)

Notes to Financial Statements

October 31, ~~2011~~2012

the uncertainties in the renewable fuels industry, should management be required to adjust the carrying value of these assets at some future point in time, the adjustment could be significant and could significantly impact the Company's financial position and results of operations. No adjustment has been made to these financial statements for this uncertainty.Inventory

Inventories consists of raw materials, work in process, and finished goods. Raw materials are stated at the lower of cost or market on a first-in, first-out (FIFO) basis. Work in process and finished goods are stated at the lower of average cost or market.

Property, Plant and Equipment

Property, plant and equipment is stated at cost and depreciated over estimated service lives of related assets using the straight-line method of accounting. Property, plant and equipment undergoing development that is not in service is shown in the balance sheet as construction-in-progress and is not depreciated. Estimated service lives computing depreciation for financial reporting are as follows:



Description	Minimum Years	Maximum Years
Land improvements	20	39
Buildings	7	39
Equipment	2	20

Ordinary maintenance and repairs are expensed as incurred. Cost of renewals and betterments are capitalized in appropriate property and equipment accounts and depreciated as discussed above.

The Company capitalizes construction costs as construction-in-progress until the assets are placed in service. The Company had construction-in-progress of approximately $0 and $9,903,000 as of October 31, 2012 and October 31, 2011, respectively, relating to the Mason City, Iowa plant improvements.

Long-Lived Assets

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

The Company recorded impairment charges of approximately $1,225,000 and $176,000 on assets held for sale and $3,150,000 and $0 on property, plant and equipment for the years ended October 31, 2012 and 2011, respectively. In determining the net realizable value of the assets held for sale and property, plant and equipment, the Company has made assumptions concerning the future of the renewable fuels industry, the potential uses of the property and current discussions to sell the Mason City, Iowa facility, which fall within level 2 of the fair value hierarchy. Given the uncertainties in the renewable fuels industry, should management be required to adjust the carrying value of these assets at some future point in time, the adjustment could be significant and could significantly impact the Company's financial position and results of operations. No adjustment has been made to these financial statements for this uncertainty.

Debt Issuance Costs

Loan costs are capitalized and amortized to interest expense over the terms of the related loans using the effective interest rate method.

~~The~~As ~~Company~~noted ~~had~~in ~~unamortized~~Note 7, the Company wrote-off debt issuance costs of approximately $~~136~~121,000 ~~and~~in ~~$148,000~~fiscal at2012. Prior ~~October 31,~~to ~~2011~~the ~~and 2010~~write-off, ~~respectively. Accumulated~~the ~~amortization~~Company athas ~~October 31,~~unamortized ~~2011~~debt ~~and~~issuance ~~2010~~costs ~~was~~of approximately $23136,000 ~~and~~at $2October 31,~~000,~~ ~~respectively~~2011. ~~The~~Accumulated ~~Company capitalized~~ amortization ofat ~~debt issuance costs as part of the construction-in-progress during the year ended~~ October 31, 2011 ~~of approximately~~ $2123,000.

~~Grants~~22

~~The~~SOY Company recognizes grant income for reimbursement of expenses incurred upon complying with the conditions of the grant. For reimbursements of incremental expenses (expenses the Company otherwise would not have incurred had it not been for the grant)ENERGY, grant proceeds are recognized as a reduction of the related expense. Grants for reimbursement of capital expenditures are recognized as a reduction of the basis of the asset upon complying with conditions of the grant.LLC

Notes to Financial Statements

October 31, 2012

Organization and Start-up Costs

The Company expenses organizational and start-up costs as they are incurred.

Income Taxes

The Company is treated as a partnership for federal and state income tax purposes and; accordingly, members report their proportionate share of the Company's income, gains, losses, tax credits, etc. in their income tax returns. No benefit from or provision for federal or state income taxes is included in accompanying financial statements.

Annually, the Company's management evaluates the likelihood that, upon examination by relevant taxing jurisdictions, the financial statement effects of income tax positions taken or expected to be taken on its income tax returns would be sustained. Based on that evaluation, the Company only recognizes the maximum benefit of each income tax position that is more than 50 percent likely of being sustained. To the extent that all or a portion of the benefits of an income tax position are not recognized, a liability would be recognized for the unrecognized benefits, along with any interest and penalties that would result from disallowance of the position. Should any such penalties and interest be incurred, they would be recognized as operating expenses.

Based on the results of management's evaluations for the years ended October 31, ~~2011~~2012 and ~~2010~~2011, the Company does not have any material uncertain tax positions to be accounted for in the accompanying financial statements. Consequently, no liability is recognized in the accompanying balance sheets for unrecognized income tax positions. Further, no interest or penalties have been accrued or charged to expense as of October 31, ~~2011~~2012 and ~~2010~~2011 or for the years then ended. ~~The Company's federal and Iowa income tax returns for the tax years ended December 31, 2010, 2009 and 2008 are subject to examination by taxing authorities.~~

The Company files income tax returns in the U.S. federal and Iowa state jurisdictions. The Company is no longer subject to U.S. federal and state income tax examinations by tax authorities for years before 2009.

Net Loss per Unit

Basic net loss per unit is computed by dividing net loss by the weighted average number of members' units outstanding during the period. Diluted net loss per unit is computed by dividing net loss by the weighted average number of members' units and members' unit equivalents outstanding during the period. There were no member unit equivalents outstanding during the ~~2011~~2012 and ~~2010~~2011 periods; accordingly, the Company's basic and diluted net loss per unit ~~are~~is the same for all periods presented.

Fair Value of Financial Instruments

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

SOY ENERGY, LLC

(A Development Stage Company)

Notes to Financial Statements

October 31, 2011

basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:


•	Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.


•	Level 2 inputs includes:


1.	Quoted prices in active markets for similar assets or liabilities.


2.	Quoted prices in markets that are observable for the asset or liability either directly or indirectly, for substantially the full term of the asset or liability.

3. Inputs that are derived primarily from or corroborated by observable market ~~date~~data by correlation or other means.


•	Level 3 inputs are unobservable inputs for the asset or liability.

SOY ENERGY, LLC

Notes to Financial Statements

October 31, 2012

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The Company believes the carrying value of cash and cash equivalents, escrow deposit, debt service reserve, accounts payable, and other financial working capital items approximate fair value due to the short maturity nature of these instruments. The Company believes the carrying amount of the long-term debt approximates the fair value due to terms of the debt approximating the current market interest rates~~. The~~ ~~fair~~including ~~value~~the ofdefault ~~assets~~interest ~~held~~being ~~for sale is disclosed in Note 5~~charged.

Except for those assets and liabilities which are required by authoritative accounting guidance to be recorded at fair value in our balance sheets, the Company has elected not to record any other assets or liabilities at fair value. Except for the impairment charge noted above, no events occurred in fiscal 2012 or 2011 that required adjustment to the recognized balances of assets or liabilities, which are recorded at fair value on a non-recurring basis.

Reclassifications

The Company made reclassifications to the Balance Sheet at October 31, 2011 and the Statement of Cash Flows for 2011 to conform to classifications for 2012. These reclassifications had no effect on member's equity or net income as previously presented.

2. GOING CONCERN

InThe financial statements have been prepared on a going concern basis, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. On January 1, 2012, the Company commenced operations and transitioned from a "development stage company" to an "operating company". The Company ~~has~~incurred ~~begun~~losses ~~generating~~of $13,129,401 ~~revenues~~in ~~and~~2012 ~~cash~~including ~~flows~~impairment ~~from~~charges ~~operations~~of ~~since~~$4,375,375 ~~commencing~~and ~~operations. Production~~had ~~levels~~previously ~~are~~incurred ~~nearing~~losses ~~the~~in ~~Company's~~fiscal ~~targeted~~2011 ~~range~~while ~~and~~it ~~are~~was ~~consistent~~in ~~with~~the ~~initial~~development ~~stages~~stage ofthat ~~operation. The~~were ~~Company's~~larger ~~production~~than ~~runs~~anticipated. These ~~are~~factors ~~using~~raise ~~corn~~substantial ~~oil~~doubt asabout the ~~main~~Company's ~~feedstock,~~ability ~~which~~to iscontinue ~~believed~~as toa ~~have~~going ~~significant~~concern. Additionally, ~~cost~~the ~~advantages~~Company ~~over~~is ~~soy~~out ~~bean~~of ~~oil~~compliance ~~based~~with ~~production. The~~certain ~~Company~~provisions ~~has~~of ~~also~~the ~~started~~term toloan ~~make~~agreements ~~payments~~as ondescribed ~~long-term~~in ~~debt~~Note 7. ~~The~~ As ~~Company's~~a ~~line~~result, ofthe ~~credit~~Company ~~currently~~reclassified ~~provides~~its ~~$2.0~~term ~~million,~~loans ~~subject~~of toapproximately ~~borrowing~~$5,147,000 ~~base~~as ~~limitations~~current. An If ~~additional~~the $2Company's ~~million~~lenders ~~will~~exercised betheir ~~available,~~rights ~~based~~to onaccelerate ~~borrowing~~debt ~~base limitations~~maturities, ~~upon~~ the Company ~~becoming~~would ~~operational~~not ~~and~~have ~~profitable,~~adequate asavailable ~~determined~~cash byto ~~the~~repay ~~financial~~amounts ~~institution~~outstanding.

~~The~~On ~~financial~~October 22, ~~statements have been prepared on a going-concern basis~~2012, ~~which contemplates~~ the ~~recoverability of assets and the satisfaction of liabilities in the normal course of business. The~~ Company ~~has~~shut ~~incurred~~down ~~losses~~its ofbiodiesel ~~approximately~~facility ~~$1.9~~due ~~million and $2.0 million during fiscal 2011 and 2010, respectively, while in the development stage, through construction, and initial stages of start-up prior~~ to ~~commencing~~market ~~full operations. The delays in commencing operations have reduced the Company's cash position as well as amounts available on the line of credit. Typically~~conditions, ~~when~~continued ~~biodiesel facilities begin operations, the expected~~ production ~~efficiencies~~challenges ~~are~~and ~~experienced~~negative ~~over~~working ~~time~~capital. ~~These factors raise substantial doubt about the Company's ability to continue as a going concern.~~

~~Management~~In isMay ~~finalizing~~2013, ~~additional~~the ~~subordinated~~Company ~~debt~~entered ~~and~~into ~~equity~~a ~~capital~~sales ~~offerings,~~agreement ~~subject~~ to ~~certain~~sell ~~conditions~~substantially ~~and~~all ~~lender~~plant ~~approvals. The~~assets ~~Company is also~~ in ~~discussions~~exchange ~~with multiple parties~~ for ~~production~~$11,000,000 ~~tolling~~in ~~arrangements~~cash ~~for~~and a ~~portion~~note offor ~~the plant capacity which will improve initial cash flows~~$5, ~~mitigate some feedstock price risk~~600,000. The ~~and~~sale ~~operate~~is ~~the~~contingent ~~plant~~on atmember ~~higher~~approval ~~levels~~ and ~~efficiencies. While~~certain ~~the~~closing ~~Company~~conditions. The ~~believes~~buyer ~~these~~agreed ~~measures~~to ~~will~~advance ~~significantly~~up ~~improve~~to ~~the~~$750,000 ~~operating~~as ~~performance~~part of the ~~plant~~purchase ~~and~~price ~~provide~~for ~~additional~~ working capital, ~~there~~needs. Should ~~has~~the sale not ~~been~~close, ~~sufficient~~the ~~time~~Company ~~and~~would ~~execution~~owe ofamounts ~~these~~advanced ~~measures~~under tothe ~~determine~~agreement. See ~~their~~Note ~~impact~~13 ~~and~~for ~~ultimate~~additional ~~success~~details surrounding the sales agreement.

3. ~~ACQUISITION~~ ESCROW ~~OF ASSETS~~DEPOSITS

OnThe ~~April 2, 2010, the~~ Company ~~entered~~has ~~into~~ an ~~APA~~agreement with ~~OSM,~~its ~~pursuant~~main lender to ~~which~~maintain ~~the~~an ~~Company~~escrow ~~would~~account ~~acquire~~for ~~substantially~~the ~~all~~funds ofutilized ~~Freedom Fuels' assets assigned~~ to ~~OSM~~purchase ~~and thereafter operate~~ the ~~biodiesel~~plant ~~facility~~improvements. The inbalance ~~exchange for a total~~ of ~~$4,000,000~~the ~~paid~~escrow indeposit ~~cash~~fund ~~and~~was ~~assumption~~approximately of $6380,000~~,000~~ ofat ~~new~~October 31, ~~debt~~2012 asand ~~discussed in Note 6~~2011. ~~The~~In ~~transaction~~January 2013, ~~closed~~control ~~and the Company took possession~~ of the ~~property,~~escrow ~~plant~~account ~~and~~was ~~equipment on September 30, 2010. The assets were~~ transferred to ~~the~~its ~~Company~~lender ~~"as~~due ~~is". The Company did not assume nor is liable for any liabilities incurred prior~~ to the ~~closing~~default ~~date~~disclosed ofin ~~the~~Note 7. ~~APA; however, the Company did assume~~

274. DEBT SERVICE RESERVE

The Company entered into an agreement with its main lender whereby the Company deposited $150,000 into an interest bearing account. In the event that the Company failed to make any required payment under the loan agreements when due, the lender may disburse funds from the debt service reserve to pay any such shortfall. The balance of the debt service reserve was approximately $151,000 at October 31, 2012 and 2011. In January 2013, control of the debt service reserve account was transferred to its lender due to the default disclosed in Note 7.

SOY ENERGY, LLC

(A Development Stage Company)

Notes to Financial Statements

October 31, ~~2011~~2012

~~certain of Freedom Fuels' contracts or permits that may have obligations that continue through and after the closing of the APA~~5. INVENTORIES

~~The~~At ~~Company's~~October ~~purchase~~31, of2012 ~~the~~and ~~biodiesel~~2011, ~~facility~~inventories ~~provided~~are ~~the~~composed ~~following~~as ~~assets~~follows:

Land and improvements	$	501,775
	October 31, 2012			October 31, 2011
Buildings	3,270,000
Raw materials	$	166,053		$	1,691,724
Equipment	6,228,225
Work-in-progress	—			200,000
Total assets	$	10,000,000
Finished goods	50,909			1,711,207
Loan provided	(6,000,000		)
	$	216,962		$	3,602,931
Net purchase price	$	4,000,000

~~The~~6. ASSETS ~~Company~~HELD ~~entered~~FOR ~~into the following agreements in conjunction with the purchase of the biodiesel facility:~~SALE

~~Escrow~~The ~~Deposits~~Company is actively working to sell the assets held for sale. These assets have been recorded at their estimated selling price, less estimated selling costs. The fair value of these assets was determined based on recent sales of similar equipment and fall within level 2 of the fair value hierarchy.

OnAmounts ~~July 1,~~included ~~2010, the Company made a non-refundable deposit totaling $250,000 with the Deposit Escrow Agent as earnest money~~ in ~~connection~~assets ~~with the April 2, 2010 APA with OSM to be~~ held infor ~~escrow~~sale ~~and~~are ~~subsequently~~as released to OSM upon closing or termination of the agreement. The transaction closed September 30, 2010 and; accordingly, the deposit was credited toward the purchase price of the biodiesel facility.follows:

On September 30, 2010, the Company entered into an Additional Improvements Reserve and Security Agreement with OSM and a title company, an unrelated party, whereby the Company deposited $8,000,000 into an interest bearing account with the escrow agent to be drawn upon to pay for improvements performed on the Mason City, Iowa biodiesel production facility as work progresses. If additional funds remain in the account after completion of the additional procedures, remaining funds shall be disbursed to the lender and applied to the borrower's obligations under the loan agreements. If at any time the lender reasonably determines the funds remaining in escrow are insufficient to complete the additional improvements, the lender shall have the right to request additional funds be deposited into the escrow account. Additional funds requested must be deposited into the escrow account within seven days of receipt of such notice. The balance of the escrow deposit fund was approximately $380,000 and $6,677,000 at October 31, 2011 and 2010, respectively.



	October 31, 2012		October 31, 2011
Land	$	250,262	$	250,262
Equipment	400,000		1,625,375
Total assets held for sale	$	650,262	$	1,875,637

~~Debt~~The ~~Service~~assets ~~Reserve~~held for sale were written down to net realized value after completing the long-lived asset valuation analysis. The resulting impairment charges of approximately $1,225,000 and $176,000 were included in earnings for the years ended October 31, 2012 and 2011, respectively.

OnIn ~~September 30,~~January ~~2010~~2013, the Company ~~entered~~sold ~~into a Debt Service Reserve and Security Agreement with OSM whereby~~ the ~~Company~~land ~~deposited~~for approximately $~~150~~256,000 ~~with a lender into an interest bearing account~~. In the event that the Company fails to make any required payment under the loan agreements when due, lender may disburse funds from the Debt Service Reserve to pay any such shortfall. Upon maturity of the loans, any remaining funds in the Debt Service Reserve shall be applied to any unpaid principal or interest on the loans.

47. ~~INVENTORIES~~ LONG-TERM DEBT

AtTerm ~~October 31, 2011 and 2010, inventories are composed as follows:~~Loans

	2011		2010
Raw materials	$	1,691,724	$	—
Work-in-progress	200,000		—
Finished goods	1,711,207		—
	$	3,602,931	$	—

The Company has a term loan with a financial institution at a fixed rate of 5.0% until October 2016. The interest rate will then adjust to the greater of the five-year LIBOR swap rate plus 3.5% or 5.0%. Upon Event of Default, the interest rate will adjust to the lesser of 4.0% plus the otherwise applicable rate and the maximum interest rate which borrower may pay by law. At October 31, 2012, the Company was in default on the loan, related to both financial and non-financial covenant violations more fully described below, and the default rate of interest was 9.0%. The Company makes monthly interest only payments on the term loan until November 1, 2011, followed by 120 monthly principal and interest payments of approximately $64,000 until maturity at maturity in September 2021. Amounts outstanding totaled approximately $5,529,000 and $5,998,000 at October 31, 2012 and 2011, respectively.

The Company has a non-interest bearing note with the same financial institution for $77,595 which will be due in full in September 2021. Upon Event of Default, the interest rate will be 4.0% per annum until the Event of Default is cured or until the loan is paid in full. The carrying value of the loan is shown net of unamortized discount of $0 and $25,000 as of October 31, 2012 and October 31, 2011, respectively, calculated using a 5.0% market interest rate. ~~ASSETS~~In ~~HELD~~2012, ~~FOR~~the ~~SALE~~Company was in default on the loan, related to both financial and non-financial covenant violations, resulting in the amortization of the discount of approximately $23,000. The amortization of the debt discount is recognized as interest expense.

The ~~Company~~term isloans ~~actively~~are ~~working~~secured toby ~~sell~~substantially ~~the~~all business assets ~~held~~and ~~for~~are ~~sale~~subject to various financial and non-financial covenants that limit distributions, capital expenditures, and require minimum debt service coverage requirements. ~~These~~In ~~assets~~June ~~have~~and ~~been~~July ~~recorded~~2012, atthe ~~their~~Company ~~estimated~~received ~~selling~~written ~~price,~~notices ~~less~~of ~~estimated~~default ~~selling~~(the ~~costs~~"Notices") from our lender. The ~~fair~~Notices ~~value~~provided ofthat ~~these~~the ~~assets~~Company was ~~determined~~not ~~based~~in oncompliance ~~recent~~with ~~sales~~the provisions of ~~similar~~its ~~equipment.~~term loan agreements related to properly naming its lender as an insured party, delivery of fully executed copies of subordinated intercreditor agreements satisfactory to the lender prior to obtaining any subordinated

2825

SOY ENERGY, LLC

(A Development Stage Company)

Notes to Financial Statements

October 31, ~~2011~~2012

~~Amounts~~loan, ~~included~~allowing mechanics liens to be filed against the property and untimely submission of monthly financial information. Additionally, the Company is not in ~~assets~~compliance ~~held~~with ~~for~~its ~~sale~~debt ~~are~~to asequity ~~follows:~~ratio requirement.

	October 31, 2011		October 31, 2010
Land	$	250,262	$	250,262
Equipment	1,625,375		2,575,118
Total assets held for sale	$	1,875,637	$	2,825,380

Since the Company has not received waivers for actual or future violations, the Company has classified approximately $5,147,000 of this debt as current and has written-off the related debt issuance costs to interest expense of approximately $121,000 in fiscal 2012. The Company is currently operating under a forbearance agreement with the lender until July 31, 2013.

~~The~~Convertible ~~assets~~Subordinate held for sale were written down to net realized value after completing the long-lived asset valuation analysis. The resulting impairment charges of approximately $176,000 and $631,000 were included in earnings for the years ended October 31, 2011 and 2010, respectively.Notes

6The Company issued convertible subordinated notes with a 12.0% interest rate. ~~LONG-TERM~~The ~~DEBT~~Company owes semiannual interest payments beginning May 2012 until the notes become due and payable in October 2017. The Company has the right to defer all interest payments until the notes are redeemed, converted, or mature. Accrued interest on the notes totaled approximately $62,000 as of October 31, 2012. The notes are convertible any time after October 31, 2015 and prior to the maturity date at book value per unit at the time of the conversion. The Company does have convertible debt, which if it were exercisable would result in an additional 5,228 member units at October 31, 2012. The notes may be redeemed by the Company any time after April 30, 2014 without penalty or premium. The Company's borrowings through the convertible subordinated notes include $480,000 from related parties.

The Company has a term loan for $6,000,000 with a financial institution at a fixed rate of 5.0% until October 2016. The interest rate will then adjust to the greater of the five-year LIBOR swap rate plus 3.5% or 5.0%. The Company makes monthly interest only payments on the term loan until November 1, 2011, followed by 120 monthly principal and interest payments sufficient to fully amortize the principal balance at maturity in September 2021. During 2011, approximately $1,668 was applied to principal, but regularly scheduled payments began in November 2011.

The Company has a non-interest bearing note with the same financial institution for $77,595 which will be due in full in September 2021. The carrying value of the loan is shown net of unamortized discount of $25,043 and $27,547 at October 31, 2011 and 2010, respectively, and is calculated using a 5.0% market interest rate. The amortization of the debt discount is recognized as interest costs.

The loans are secured by substantially all business assets and are subject to various financial and non-financial covenants that limit distributions, capital expenditures, and require minimum debt service coverage requirements. The Company negotiated a change to the loan agreements with the financial institution in March 2011 whereby a covenant calculation was clarified as well as certain defined terms.

Amounts included in long-term debt are as follows:

	October 31, 2011		October 31, 2010
	October 31, 2012		October 31, 2011
Term loan	$	5,~~998~~528,~~332~~837	$	65,~~000~~998,~~000~~332
Term loan	5277,~~552~~595		5052,~~048~~552
Total long-term debt	6,050,884		6,050,048
Subordinated debt	1,048,111		—
Less current maturities	473,826		—
Total long-term debt	6,654,543		6,050,884
	$	5,577,058	$	6,050,048
Less current maturities	5,606,432		473,826
	$	1,048,111	$	5,577,058

The estimated maturities of long-term debt, net of unamortized discount, at October 31, ~~2011~~2012 are as follows:

2012	$	473,826
2013	5,606,432
2013	498,932
2014	—
2014	524,458
2015	—
2015	551,290
2016	—
2016	579,496
2017	1,048,111
Thereafter	3,422,882
Total	$	6,654,543
Total	$	6,050,884

298. LINE OF CREDIT

The Company had available a $4,000,000 line-of-credit, subject to certain borrowing limitations from a financial institution, which originally matured on October 31, 2012 bearing a variable rate of interest equal to the greater of the Wall Street Journal Prime Rate plus 1.00% or 6.00%. Advances on the line-of-credit shall not exceed $2,000,000 until the facility was fully operational and profitable as determined by the financial institution. The outstanding balance of the line-of-credit was paid in full on August 28, 2012 and the line was subsequently terminated. The Company owed $610,500 on the line-of-credit at October 31, 2011. The line of credit is secured by a real estate mortgage on the Company's Marcus, Iowa property and a first lien on the Company's accounts receivable, inventory, including prepaid deposits for the purchase of inventory, deposit and hedging accounts and assets held for sale.

SOY ENERGY, LLC

(A Development Stage Company)

Notes to Financial Statements

October 31, ~~2011~~2012

79. ~~LINE-OF-CREDIT~~ NOTE PAYABLE

AtThe ~~October 31, 2011, the~~ Company has ~~available~~ a note payable for $4250,000~~,000~~ ~~line-of-credit~~with ~~from~~ a financial institution ~~maturing October 31, 2012~~ bearing ~~a variable rate of~~ interest ~~equal~~at ~~to the greater of the Wall Street Journal Prime Rate plus 1~~4.005% ~~or 6.00%. Advances on the line-of-credit shall not exceed $2~~,~~000,000~~ ~~until~~maturing ~~the facility is fully operational and profitable as determined by the financial institution. The Company owed $610,500~~ on ~~the~~July ~~line-of-credit at October 31~~30, ~~2011~~2013. The ~~line-of-credit~~note is secured by a real estate mortgage on the Company's Marcus, Iowa property and aguaranteed ~~first~~by ~~lien~~two onmembers of the Company's ~~accounts~~Board ~~receivable, inventory, including prepaid deposits for the purchase~~ of ~~inventory, deposit and hedging accounts and assets held for sale~~Directors. ~~At October 31, 2011, the Company was in compliance with all of the loan covenants. An event of default of the long-term debt would constitute an event of default for the line-of-credit.~~

~~8. MEMBERS'~~In ~~EQUITY~~January 2013, the Company sold the Marcus, Iowa property and the note payable was retired in its entirety upon settlement.

~~The Company was initially capitalized by members investing an aggregate of $500,000 for 1,500 units~~10. ~~The~~ MEMBERS' Company issued an additional 1,600 units for $800,000 pursuant to a 2006 private placement memorandum. Proceeds from the two offerings were used to pay organizational, permitting, and other development costs.EQUITY

During ~~2007,~~ the ~~Company~~year ~~raised~~ended ~~additional~~October ~~capital~~31, ~~through~~2012, anthe ~~Iowa~~Company ~~intrastate~~issued ~~offering~~330 byunits ~~issuing~~at ~~30,668~~a ~~units~~price atof $~~1,000~~625 per unit~~. During July 2008~~, ~~the~~which ~~Company~~resulted ~~redeemed,~~in attotal ~~fair~~proceeds ~~value,~~of ~~750 units for approximately~~ $~~750~~206,~~000 upon settlement of the construction contract with the general contractor~~250.

The Company's operating agreement authorizes the Board of Directors to issue up to 48,750 units without consent of a majority of its membership voting interests. The Company has one class of membership unit which, under its operating agreement, gives a member one vote for each unit owned, provided no member, related party and/or affiliate of a member may vote more than five percent of the Company's outstanding membership interests. The Company's operating agreement restricts transfer of membership units generally to operation of law, such as upon death, without approval of a majority of its Directors.

Income, losses, and distributions are allocated to members based upon their respective percentage of units owned.

911. INCOME TAXES

The Company adopted a December 31 year -end for income tax ~~reportings~~reporting. Estimated differences in total assets and liabilities for financial and income tax reporting are as follows ~~for the fiscal years ended 2011 and 2010~~:

	2011			2010
	October 31, 2012			October 31, 2011
Financial statement basis of total assets	$	2718,~~229~~145,~~381~~791		$	27,~~653~~229,~~767~~381
Add - Start up and organizational costs	3,078,400			1,401,279
Add: - Start up and organizational costs	3,988,491			3,078,400
- Impairment of long lived assets
- Impairment of long lived assets non expensed
expensed for financial and not for
for income tax reportings	5,179,714			1,508,521
income tax reportings	1,508,521			1,332,778
- Debt issuance costs written-off
Taxable income basis of total assets	$	31,816,302		$	30,387,824
but amortized for income tax reportings	121,591			—
Subtract: -Accumulated tax depreciation and amortization
greater than financial statement basis	(1,293,533		)	—
- Interest, insurance and amortization of debt
issuance costs capitalized for financial
but expensed for income tax reportings	(407,859		)	—
Income tax basis of total assets	$	25,734,195		$	31,816,302

There are no significant differences in liabilities for financial and income tax reporting purposes at October 31, ~~2011~~2012 and ~~2010, respectively~~2011.

1012. COMMITMENTS AND CONTINGENCIES

Construction Agreement

On August 11, 2010, the Company entered into a construction agreement with an unrelated party (contractor) for the design and construction of modifications of the Mason City, Iowa biodiesel facility allowing for the use of multiple ~~feed stocks~~feedstocks. ~~Substantial~~The ~~completion~~initial ofGuaranteed ~~the~~Maximum ~~work~~Price ~~shall~~of ~~be achieved no later than 270 days after~~ the ~~date~~project ofwas ~~notice to proceed has been delivered~~$8,000,000. The ~~notice~~plant ~~to proceed~~ was ~~delivered~~put oninto ~~October 1,~~service ~~2010,~~in soJanuary ~~the~~2012. The ~~date~~retaintage ofpayable ~~which~~related ~~substantial completion of the work~~ to bethis ~~achieved~~contract ~~was~~approximates ~~July 1~~$374,000 ~~2011. The~~at ~~agreement~~October ~~includes~~31, a2012 ~~grace~~and ~~period~~2011 ~~clause~~and ~~in which it~~ is ~~possible~~included ~~that~~in ~~certain~~accounts ~~amounts~~payable ~~could~~in ~~be paid to~~ the ~~Company. The~~balance ~~Guaranteed Maximum Price of the project is $8,000,000~~sheet. ~~The amount of the Guaranteed Maximum Price was deposited into~~

3027

SOY ENERGY, LLC

(A Development Stage Company)

Notes to Financial Statements

October 31, ~~2011~~2012

anLegal escrow account to be drawn upon as work progresses. The Company may terminate the agreement with seven days notice upon written request without cause; however, the contractor is due any amounts incurred for work completed. The Company may terminate the agreement with cause with seven days notice whereby any unpaid work done by the contractor will only be paid to the extent the Company's costs and expenses to complete the project are less than the unpaid balance of the Cost of the Work. If the costs and expenses to complete the project exceed the Cost of the Work the contractor shall pay the excess. The contract was complete pending final approval at October 31, 2011. The Company had incurred approximately $8,000,000 and $1,384,000 on this contract at October 31, 2011 and 2010, respectively, which is included in construction-in-progress. The retainage payable related to this contract approximates $374,000 at October 31, 2011 and is included within accounts payable in the balance sheet.Proceedings

The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. While the ultimate outcome of these matters is not presently determinable, it is in the opinion of management that the resolution of outstanding claims will not have a material adverse effect on the financial position or results of operations of the Company. Due to the uncertainties in the settlement process, it is at least reasonably possible that management's view of outcomes will change in the near term.

In May and August 2012, subcontractors of the general contractor that performed the conversion to allow corn oil processing and maintenance of the plant filed mechanics liens and a lawsuit to foreclose on the mechanics lien against the Company seeking payment of retainage amounts as well as other costs beyond the scope of the original contract totaling approximately $850,000. As of October 31, 2012, the Company has accrued approximately $850,000 related to the subcontractors claim.

The Company is involved with other claims and lien disputes related to the construction at the plant and operational issues. The Company is working to settle these vendor payables with the anticipated proceeds from the sale of the plant assets.

Marketing Agreement

On August 12, 2010, the Company entered into a marketing agreement with an unrelated party whereby the marketer would sell and market all of the biodiesel produced by the Company. ~~In the event that the Company is not producing biodiesel by July 15, 2011 either company shall have the option to terminate the agreement with 21 days written notice.~~ The ~~Company shall pay the marketer a fee. The~~ agreement ~~shall~~commenced ~~commence~~ on the effective date, August 12, 2010, and has an initial term ~~with~~of ~~options~~two toyears ~~renew~~from ~~for additional terms. Neither company has terminated~~ the ~~agreement~~date ~~and believes it will continue~~ when ~~operations~~the ~~commence. If~~Company ~~either~~first ~~party~~delivered ~~breaches~~biodiesel ~~the~~pursuant ~~contract,~~to the ~~other~~marketing ~~party~~agreement ~~may~~with ~~terminate~~options ~~the~~to ~~agreement~~renew iffor ~~the~~additional ~~breach~~terms. The agreement is ~~not~~set ~~cured~~to ~~within~~terminate ~~30 days~~in ofDecember ~~written notice~~2013. This agreement may also be terminated by mutual consent of both parties.

Agreement for Private Development

On February 3, 2011, the Company entered into a development agreement with the City of Mason City, Iowa providing for the payment of semi-annual ~~Tax~~tax ~~Increments~~increments to the Company for five years, beginning December 1, 2012, on the construction of the existing facility and eight years, beginning December 1, 2013, on the expansion of the existing facility totaling up to, but not to exceed, approximately $623,000. The Company ~~has~~ agreed to meet certain employment related hiring and retention requirements through December 31, 2021. The Company met the hiring and retention requirements of the agreement through October 2012 making them eligible for the semi-annual tax increment payments payable in December 2012 and June 2013; however, the Company does not anticipate payments subsequent to June 2013 due to the shutdown of the facility in October 2012.

~~Crude~~Tolling ~~Corn Oil Purchase~~ Agreement

On ~~June~~August 1916, ~~2008~~2012, the Company entered into a ~~three~~tolling ~~year~~agreement ~~contract~~ with an unrelated party. The toagreement ~~purchase~~provides ~~820,000~~for ~~pounds~~the ofunrelated ~~corn~~party ~~oil~~to ~~per~~be ~~month~~the exclusive supplier of feedstock processed at athe ~~price~~Company's ~~based~~facility onas awell ~~percentage~~as ofthe anprimary ~~index~~buyer. ~~Additionally,~~The ~~the~~agreement ~~contract~~runs ~~includes~~through aDecember 31, ~~provision~~2013 ~~that~~and ~~allows~~renews for asuccessive ~~profitability~~one ~~incentive~~year toterms bethereafter ~~paid~~unless bywritten ~~the~~notice ~~Company~~is togiven ~~the~~by ~~unrelated~~either party ~~under~~at ~~certain~~least ~~conditions.~~30 days prior to expiration. The ~~contract~~agreement provides ~~the~~for specified operating performance as well as variability to changing commodity prices. The Company's revenue from the ~~option~~agreement tois ~~purchase~~based ~~additional~~on ~~corn~~a ~~oil~~processing atfee subject to the ~~prevailing~~production ~~market~~of ~~price. The~~the ~~agreement~~plant ~~also~~during ~~provides~~a ~~for~~given ~~its~~time ~~renewal~~period. Additionally, the Company shares in ~~one~~related ~~year~~profits/losses ~~increments~~associated ~~unless~~with ~~terminated~~the bysale ~~either~~of ~~party~~biodiesel ~~with~~produced 90under ~~days~~the ~~notice~~tolling agreement.

3113. SUBSEQUENT EVENTS

Asset Sales Agreement

On May 1, 2013, the Company entered into an asset sales agreement with a buyer for the sale of substantially all assets of the Company. The estimated sales price totaled $16,600,000, of which $11,000,000 would be paid in cash and $5,600,000 would be issued in the form of a term note. The term note includes interest at 5%. The term note provides the buyer to pay interest only for the first eight months of the term with principal and interest owed thereafter to fully amortize the note by 2019. The note may be repaid prior to maturity based on excess cash flows generated by the assets sold to the buyer during the term of the promissory note. The Company would use the proceeds from the close of the asset sales agreement to settle substantially all of its liabilities, which the Company would retain in the event of the acceptance of the agreement from the Company's members. The remaining proceeds and the subsequent term note payments would be pro-ratably distributed amongst its members.

SOY ENERGY, LLC

Notes to Financial Statements

October 31, 2012

The buyer has set aside up to $750,000, which the Company can access to pay working capital expenses of the Company through August 15, 2013, which in the event of close, would be deducted from the purchase price. In the event of the termination of the agreement, any advances made to the Company would be due and payable to the buyer with interest accrued from the date of the advance until paid in full at a rate of 8% per annum, plus the cost of collection.

The sales agreement includes a termination fee of between $500,000 and $1,000,000 under certain conditions if the sale is terminated. In the event that the sale does not close by July 15, 2013, the Company is subject to penalties initially at $5,000 per day, but increasing over time, limited to $1,050,000.

Notes Payable

In November 2012, the Company entered into a note payable, advanced in multiple installments, totaling $320,000 with a financial institution bearing interest at 4.5%, maturing on May 21, 2013. The note is secured by the equipment held for sale as described in Note 6 and guaranteed by all eight members of the Company's Board of Directors. As of the date of this report, the note payable remains due in addition to the accrued interest on the note. The Company anticipates using proceeds from the asset sales agreement to settle this note.

In March 2013, the Company entered into a note payable for $50,000 with a financial institution bearing interest at 4.5%, maturing on July 27, 2013. The note is secured by the equipment held for sale as described in Note 6 and guaranteed by all eight members of the Company's Board of Directors. The Company anticipates using proceeds from the asset sales agreement to settle the note.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, including our ~~President and~~ Chief Executive Officer ~~(the~~and ~~principal~~Interim ~~executive officer), Charles Sand, along with our~~ Chief Financial Officer (the principal executive and financial officer), ~~Dallas~~Jeff ~~Thompson~~Oestmann, ~~have~~has reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of October 31, ~~2011~~2012. Based on this review and evaluation, ~~these~~this ~~officers~~officer ~~have~~has concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods required by the forms and rules of the Securities and Exchange Commission; and to ensure that the information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management including our principal executive and ~~principal~~ financial ~~officers~~officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. More specifically, the Company has a limited number of personnel in finance and accounting functions. Were there a larger staff, it would be possible to provide for enhanced segregation of duties. Management recognizes that this is a material weakness. We continue to evaluate internal control improvements to provide greater segregation and internal controls.

Internal Control Over Financial Reporting

Inherent Limitations Over Internal Controls.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Management, including our Chief Executive ~~Officer~~ and ~~Chief~~ Financial Officer, does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management's Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this evaluation, management has concluded that our internal control over financial reporting was not effective as of October 31, ~~2011~~2012.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. As we are a ~~non-accelerated~~smaller ~~filer~~reporting company, management's report is not subject to attestation by our registered ~~public accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act of 2002 that permits us to provide only management's report in this annual report.~~

3230

public accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act of 2002 that permits us to provide only management's report in this annual report.

Changes in Internal Control Over Financial Reporting.

There were no changes in our internal control over financial reporting during the fourth quarter of our ~~2011~~2012 fiscal year which were identified in connection with management's evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

~~PART~~ITEM 10. DIRECTORS, EXECUTIVE OFFICES AND CORPORATE GOVERNANCE

~~The~~Biographical ~~information~~Information ~~required~~For byDirectors, ~~this~~Officers ~~Item is incorporated by reference to the definitive proxy statement for our 2012 annual Meeting of Members to be filed with the Securities~~ and ~~Exchange~~Significant ~~Commission within 120 days after the end of our 2011 fiscal year. This proxy statement is referred to in this report as the 2012 Proxy Statement.~~Employees

Charles Sand, Chairman and Director, Age 71. Since 1961, Mr. Sand has been involved in his family's grain, feed, seed and agronomy business. Mr. Sand is the current chairman of Sand Seed Service, Inc. and Iowa Fertilizer Sales, Inc. Mr. Sand is past president of the Iowa Grain & Feed Association, the Iowa Seed Association and the Northern Seedsmen Association. He currently serves on the board of directors for West Iowa Banc Corp., a private company and as the president of Production Acres, Inc. Mr. Sand has served as our Chairman and a director since February 24, 2006. Mr. Sand previously served as our Chief Executive Officer. Mr. Sand's term of office expires at the Company's 2013 annual meeting. Mr. Sand is the first cousin of Mr. Ron Wetherell, who sits on the Board and is our Vice Chairman.

Ron Wetherell, Vice Chairman and Director, Age 68. For over 40 years, Mr. Wetherell has been the owner and operator of Wetherell Manufacturing Company, a designer and manufacturer of farm implements, hydraulic cylinders, and truck utility bodies located in Cleghorn, Iowa. In addition, Mr. Wetherell is the owner of Wetherell Cable TV, a business located in Cleghorn, Iowa that services six cable television systems in northwest Iowa. Mr. Wetherell is the current chairman of the board of Little Sioux Corn Processors, LLC located in Marcus, Iowa, formerly a publicly reporting company, and is on the board of directors of Siouxland Ethanol, LLC located in Jackson, Nebraska. Mr. Wetherell has served as our Vice Chairman and a director since February 24, 2006. Mr. Wetherell's term of office expires at the Company's 2013 annual meeting.

Doug Lansink, Secretary and Director, Age 55. For the past 30 years, Mr. Lansink has operated a livestock and grain farm in Ida County, Iowa. Mr. Lansink also is a director of Little Sioux Corn Processors, LLC located in Marcus, Iowa, formerly a publicly reporting company. Mr. Lansink has served as our Secretary and a director since February 24, 2006. Mr. Lansink's term of office expires at the Company's 2013 annual meeting.

Dallas Thompson, Treasurer and Director, Age 32. Mr. Thompson graduated in 2003 from Iowa State University with a degree in Agricultural Studies. As a student, Mr. Thompson attended the New Century Farms Program with young farmers from across the nation. Upon graduation, Mr. Thompson returned to his family farm near Kingsley, Iowa, where he raises corn, soybeans and hogs. Mr. Thompson sits on the board of Plymouth County Farm Bureau, a private company. Mr. Thompson has served as a director since February 24, 2006 and as our Treasurer since July 14, 2006. Mr. Thompson previously served as our Chief Financial Officer. Mr. Thompson's term of office expires at the Company's 2014 annual meeting.

Darrell Downs, Director, Age 75. Prior to his retirement in 1994, Mr. Downs was employed by Moorman Manufacturing Company for 38 years. Mr. Downs has served as the mayor of Marcus, Iowa for the past twelve years. Mr. Downs also received the Iowa Volunteer Award in 2003. Mr. Downs sits on the board of directors of Little Sioux Corn Processors, LLC, formerly a publicly reporting company, and on the board of directors of Siouxland Ethanol, LLC in Jackson, Nebraska. Mr. Downs has served as a director since February 24, 2006. Mr. Downs's term of office expires at the Company's 2014 annual meeting.

Dave Langel, Director, Age 59. Mr. Langel has been a full time grain farmer in LeMars, Iowa since 1975. In addition, Mr. Langel is a former director of Life Skills Training Center in Le Mars, Iowa. Mr. Langel has served as a director since February 24, 2006. Mr. Langel's term of office expires at the Company's 2014 annual meeting.

Charles Getting, Director, Age 62. For the past 34 years, Mr. Getting has owned and operated a grain and livestock farm near Sanborn and Sheldon, Iowa. Prior to returning home to farm, Mr. Getting was employed in sales and marketing by Wilson & Company in Minneapolis, Minnesota. Mr. Getting has served as a member of the board of directors and officer of Ritter Farmers Elevator Co., and as a board member and president of Farmer Coop Oil Company. Mr. Getting has been a past president and board member of directors of O'Brien County Funeral Association which owns funeral homes in Sanborn, Iowa and Hartley, Iowa. Mr. Getting is currently a director of the Sanborn Savings Bank. Mr. Getting has served on the Board since February 24, 2006. Mr. Getting's term of office expires at the Company's 2015 Annual Meeting.

Daryl Haack, Director, Age 70. For the past 40 years, Mr. Haack has farmed approximately 900 crop acres in O'Brien County generally dedicated to corn and soybeans. In addition, Mr. Haack is one of 18 shareholders in a swine-finishing corporation and serves as the corporation's board chairman. The swine-finishing corporation is not a publicly reporting company. He is a nine year member of the Iowa Corn Promotion Board and is a six year member of the National Corn Grower Association. Mr. Haack sits on the board of directors and is past president of Little Sioux Corn Processors, LLC, formerly a publicly reporting company, is a director and president of D & A Haack Farms, Inc. and sits on the board of directors of Grandpa Pork, a private company. Mr. Haack has served on the Board since February 24, 2006. Mr. Haack's term of office expires at the Company's 2015 Annual Meeting.

Jeff Oestmann, Chief Executive Officer/Chief Financial Officer, Age 49. Jeff Oestmann is currently the President & CEO of Soy Energy LLC since April of 2012. Prior to Soy Energy, Oestmann worked for Cargill for eighteen years. Three of those years were spent in operations, Eight years in Minneapolis doing various commercial jobs such as trading, sales & marketing. Five years in Geneva, Switzerland trading Global Ethanol, European Bio-Fuels Business Development and Energy Marketing. Oestmann also served as chairman of the Renewable Fuels Association's (RFA) Fuel Cell Task Force and was a member of the RFA Market Development Committee. Today Oestmann sits on the Iowa Biodiesel Board. Prior to Cargill, Oestmann served eleven years in the U.S. Marine Corps, with various roles around the world. Oestmann received a degree in International Business and Management from the University of Nebraska, Omaha.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the "SEC"). Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, and based solely on a review of the copies of such reports furnished to us and written representations from our officers and directors, all Section 16(a) filing requirements were complied with during the fiscal year ended October 31, 2012, with the exception of one Form 4 filed late by Mr. Sand.

Code of Ethics

The Board has not adopted a Code of Ethics that sets forth standards regarding matters such as honest and ethical conduct, compliance with the law, and full, fair, accurate, and timely disclosure in reports and documents that we file with the SEC and in other public communications.

Audit Committee

The Company has a separately-designated standing audit committee. The Board appointed Daryl Haack (chairperson), Doug Lansink and Dallas Thompson to the audit committee. The audit committee does not operate under a charter. The audit committee held four meetings during the Company's 2012 fiscal year and each of the committee members attended at least 75% of the audit committee meetings. The audit committee is exempt from the independence listing standards because the Company's securities are not listed on a national securities exchange or listed in an automated inter-dealer quotation system of a national securities association or to issuers of such securities. Nevertheless, Daryl Haack and Doug Lansink are independent within the definition of independence provided by NASDAQ Rule 5605(a)(2) and the more stringent requirement for audit committee members under NASDAQ Rule 5605(c)(2). Dallas Thompson is not independent under this definition because he was an executive officer of the Company within the last three years. We do not have an audit committee financial expert serving on our audit committee because no member of the Board has the requisite experience and education to qualify as an audit committee financial expert as defined in Item 407 of Regulation S-K and the Board has not yet created a new director position expressly for this purpose. The Board intends to consider such qualifications in future nominations to the Board and appointments to the audit committee.

ITEM 11. EXECUTIVE COMPENSATION

~~The~~We ~~information~~do ~~required~~not bycurrently ~~this~~have ~~Item~~an isexecutive ~~incorporated~~compensation bycommittee. ~~reference~~The toBoard believes this is reasonable since the ~~2012~~Company ~~Proxy~~only ~~Statement~~recently commenced operations. The Board has not adopted an executive compensation committee charter.

Summary Compensation Table

We compensate our Chief Executive and Interim Chief Financial Officer, Jeff Oestmann based on a set salary established by the board of directors. Steve Nath was the Company's Chief Financial Officer for a portion of the Company's 2012 fiscal year and he was compensated based on a set salary established by the board of directors. We did not compensate Dallas Thompson or Charles Sand during the time when they served as the Company's principal officers. As of June 13, 2013, none of our directors or officers had any options, warrants, or other similar rights to purchase our securities.



Name and Principal Position	Fiscal Year	Cash Compensation		Total Compensation
Jeff Oestmann, CEO/Interim CFO	2012	$	85,846	$	85,846

Steve Nath, Former CFO	2012	$	36,000	$	36,000

Charles Sand, Former CEO	2012	—		—
	2011	—		—

Dallas Thompson, Former CFO	2012	—		—
	2011	—		—

Compensation Discussion and Analysis

Mr. Sand and Mr. Thompson did not receive any compensation for their roles as Chief Executive Officer and Chief Financial Officer, respectively, but are reimbursed for out-of-pocket expenses related to service to the Company. When Mr. Oestmann was appointed Chief Executive Officer, he entered into an oral agreement for at-will employment with the Company. Mr. Oestmann receives compensation based on a set salary. The Company does not have any employment related agreements with any other employees. The Board establishes the compensation paid to the Company's Chief Executive Officer and any adjustments to this compensation are considered an approved by the board. Mr. Oestmann is not present during any board level deliberations regarding his compensation. Mr. Oestmann has been delegated authority by the board to establish compensation for the Company's other employees who report to him. The Company does not have any bonus, deferred compensation, equity compensation or other compensation arrangements.

DIRECTOR COMPENSATION

The table below shows the compensation paid to each of our directors for the fiscal year ended October 31, 2012.



		Fees Earned or Paid		All Other
Name	Fiscal Year	in Cash		Compensation		Total Compensation
Charles Sand	2012	$	—	$	—	$	—
Ron Wetherell	2012	—		—		—
Doug Lansink	2012	—		—		—
Dallas Thompson	2012	—		—		—
Darrell Downs	2012	—		—		—
Charles Getting	2012	—		—		—
Daryl Haack	2012	—		—		—
Dave Langel	2012	—		—		—

Reimbursement of Expenses

We reimburse our directors for expenses incurred in connection with their service. Our reimbursement policy is to reimburse our directors for all out-of-pocket expenses.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED MEMBER MATTERS.

~~The~~No ~~information~~person ~~required~~or byentity ~~this~~beneficially ~~Item~~owns 5% or more of our membership units. As of June 13, 2013, members of our board of directors and management beneficially own membership units in the Company as set forth below. Beneficial ownership is ~~incorporated~~determined in accordance with the rules of the SEC. Except as indicated by ~~reference~~footnote, toa person named in the ~~2012~~table ~~Proxy~~below ~~Statement~~has sole voting and sole investment power for all units beneficially owned by that person. Each of our directors and executive officers can be contacted at Soy Energy's address, Soy Energy, LLC, 4172 19th Street SW, Mason City, IA 50401.



Title of Class	Name of Beneficial Owner	Amount of Beneficial Ownership	Percent of Class
Units	Charles Sand, Director (1)	690	2.07	%
Units	Ron Wetherell, Director (2)	120	*
Units	Doug Lansink, Director (3)	80	*
Units	Dallas Thompson, Director	171	*
Units	Darrell Downs, Director (4)	75	*
Units	Charles Getting, Director (5)	126	*
Units	Daryl Haack, Director(6)	80	*
Units	Dave Langel, Director (7)	111	*
Units	Jeff Oestmann, CEO/CFO	—	*
	Total:	1,453	4.36	%

(*) Indicates that the membership units owned represent less than 1% of the outstanding units.


(1)	Charles Sand is the sole owner of 240 membership units. In addition, Charles Sand is the CEO, director, and 12.7% owner of Sand Seed Service, Inc. which owns an additional 450 shares.


(2)	Ronald Wetherell's units are held jointly with his spouse, Sandra Wetherell.


(3)	Doug Lansink's units are held jointly with his spouse, Teresa Lansink.


(4)	Darrell Downs's units are held jointly with his spouse, Doris Downs.


(5)	Charles Getting's units are held jointly with his spouse, Joanne Getting.


(6)	Daryl Haack's units are held in the name of the Daryl J. Haack Revocable Trust. Mr. Haack beneficially owns 20 units which are owned by the Alyda C. Haack Revocable Trust, of which Mr. Haack's wife is the grantor.

(7) Dave Langel beneficially owns 86 units held in the name of City Farms, Inc. of which Dave Langel is a joint owner with his wife Paula Langel. Dave Langel holds 25 units jointly with his spouse, Paula Langel.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

~~The~~Related ~~information~~Party ~~required by this Item is incorporated by reference to the 2012 Proxy Statement.~~Transactions

During our fiscal year ended October 31, 2012, we engaged in related party transactions with certain of our directors who invested in the Company. These directors provided subordinated convertible loans to us on the same terms as other investors. These subordinated loans accrued interest at a rate of 12% per year. The maturity date of the loans was October 31, 2017, unless these loans were repaid earlier or converted into equity in the Company. Interest was payable annually, however, we have the right to defer interest payments which would be added to the principal of the loans. After October 31, 2015, holders of the subordinated loans could convert those loans into the Company's membership units. Amounts outstanding on the subordinated loans would be converted to membership units in the Company's based on the book value per unit at the time the loans are converted.

Our directors and their family members made loans to the Company in the original amounts set forth below:



Director Name		Amount of Loan
Darrell Downs		25,000
Doug Lansink		50,000
Dallas Thompson(1)		120,000
Daryl Haack		25,000
Ron Wetherell		30,000
Chuck Sand		80,000
Dave Langel		100,000
Chuck Getting		50,000
	TOTAL	480,000

(1) Loan made by the father of Dallas Thompson.

Director Independence

During our fiscal year ended October 31, 2012, each of our directors were independent, as defined by NASDAQ Rule 5605(a)(2), with the exception of Charles Sand and Dallas Thompson because they were executive officers of the Company within the last three years. In evaluating the independence of our directors, we considered the following factors as set forth in NASDAQ Rule 5605(a)(2): (i) the business relationships of our directors; (ii) positions our directors hold with other companies; (iii) family relationships between our directors and other individuals involved with the Company; (iv) transactions between our directors and the Company; and (v) compensation arrangements between our directors and the Company.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The ~~information~~aggregate ~~required~~fees billed by ~~this~~our ~~Item~~principal isindependent ~~incorporated~~registered bypublic ~~reference~~accountants Boulay, Heutmaker, Zibell & Co. (BHZ) to the Company for the fiscal years ended October 31, 2012 ~~Proxy~~and ~~Statement.~~2011 are as follows:



Category	Year	Fees
Audit Fees	2012	$	108,744
	2011	74,540
Audit-Related Fees(1)	2012	—
	2011	13,448
Tax Fees	2012	—
	2011	—
Tax Related Fees	2012	—
	2011	—

(1) Audit-Related Fees includes fees related to consulting on contracts and debt agreements.

Prior to engagement of our independent registered public accounting firm to perform audit services for the Company, such firm was pre-approved by the audit committee.

One hundred percent (100%) of all audit services, audit-related services and tax-related services were pre-approved by the Board.

PART IV

ITEM 15. EXHIBITS.

Exhibits Filed as Part of this Report and Exhibits Incorporated by Reference.

The following exhibits and financial statements are filed as part of, or are incorporated by reference into, this report:


(1)	Financial Statements

~~The financial statements appear beginning at page 19 of this report.~~35

The financial statements appear beginning at page 16 of this report.


(2)	Financial Statement Schedules

All supplemental schedules are omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.


(3)	Exhibits



Exhibit No.	Exhibit	Filed Herewith	Incorporated by Reference
3.1	Articles of Organization of Soy Energy, LLC, filed with the Iowa Secretary of State on December 15, 2005.		Exhibit 3.1 to the registrant's Form 10 filed with the Commission on February 28, 2008.
3.2	Amended and Restated Operating Agreement dated June 24, 2010.		Exhibit 3.2 to the registrant's Form 10-K filed with the Commission on January 31, 2011.
10.1	Master Contract between Iowa Department of Economic Development to Soy Energy, LLC, dated January 10, 2007.		Exhibit 10.3 to the registrant's Form 10 filed with the Commission on February 28, 2008.
10.2	Crude Corn Oil Purchase Agreement dated June 24, 2008, between Soy Energy, LLC and Little Sioux Corn Processors LLLP		Exhibit 10.9 to the registrant's Form 10 Amendment No. 2 filed with the Commission on September 12, 2008.
10.3	Crude Corn Oil Purchase Agreement dated August 15, 2008, between Soy Energy, LLC and Siouxland Ethanol, LLC.		Exhibit 10.12 to the registrant's Form 10 Amendment No. 2 filed with the Commission on September 12, 2008.
10.4	Asset Purchase Agreement between OSM-REO FF, LLC and Soy Energy, LLC dated April 2, 2010.		Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on June 14, 2010.
10.5	Loan Agreement between OSM-REO FF, LLC and Soy Energy, LLC dated April 2, 2010.		Exhibit 10.2 to the registrant's Form 10-Q filed with the Commission on June 14, 2010.
10.6	Phase I Engineering Agreement between Ball Industrial Services, LLC and Soy Energy, LLC dated April 6, 2010.		Exhibit 10.3 to the registrant's Form 10-Q filed with the Commission on June 14, 2010.
10.7	Termination and Settlement Agreement between New Equity, LLC, Outsource Services Management, LLC, OSM-REO FF, LLC, and Soy Energy, LLC dated March 31, 2010.		Exhibit 10.4 to the registrant's Form 10-Q filed with the Commission on June 14, 2010.
10.8	Construction and Design Agreement between Ball Industrial Services, LLC and Soy Energy, LLC dated August 11, 2010.		Exhibit 10.5 to the registrant's Form 10-Q filed with the Commission on September 14, 2010.
10.9	Non-Pooled Biodiesel Marketing Agreement between RPMG, Inc. and Soy Energy, LLC dated August 12, 2010.+		Exhibit 10.6 to the registrant's Form 10-Q filed with the Commission on September 14, 2010.
10.10	Amendment to Asset Purchase Agreement between OSM-REO FF, LLC and Soy Energy, LLC dated August 13, 2010.		Exhibit 10.7 to the registrant's Form 10-Q filed with the Commission on September 14, 2010.
10.11	First Amendment to Amended and Restated Loan Agreement between OSM-REO FF, LLC and Soy Energy, LLC dated March 18, 2011.		Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on March 22, 2011.
10.12	Loan Agreement between First Citizens National Bank and Soy Energy, LLC dated October 17, 2011.		Exhibit 10.12 to the registrant's Form 10-K filed with the Commission on February 14, 2012
10.13	Promissory Note between First Citizens National Bank and Soy Energy, LLC dated October 17, 2011.		Exhibit 10.13 to the registrant's Form 10-K filed with the Commission on February 14, 2012
10.14	Agricultural Security Agreement between First Citizens National Bank and Soy Energy, LLC dated October 17, 2011.		Exhibit 10.14 to the registrant's Form 10-K filed with the Commission on February 14, 2012

Exhibit No.	Exhibit	Filed Herewith	Incorporated by Reference
3.1	Articles of Organization of Soy Energy, LLC, filed with the Iowa Secretary of State on December 15, 2005.		Exhibit 3.1 to the registrant's Form 10 filed with the Commission on February 28, 2008.
3.2	Amended and Restated Operating Agreement dated June 24, 2010.		Exhibit 3.2 to the registrant's Form 10-K filed with the Commission on January 31, 2011.
10.1	Master Contract between Iowa Department of Economic Development to Soy Energy, LLC, dated January 10, 2007.		Exhibit 10.3 to the registrant's Form 10 filed with the Commission on February 28, 2008.
10.2	Crude Corn Oil Purchase Agreement dated June 24, 2008, between Soy Energy, LLC and Little Sioux Corn Processors LLLP		Exhibit 10.9 to the registrant's Form 10 Amendment No. 2 filed with the Commission on September 12, 2008.
10.3	Crude Corn Oil Purchase Agreement dated August 15, 2008, between Soy Energy, LLC and Siouxland Ethanol, LLC.		Exhibit 10.12 to the registrant's Form 10 Amendment No. 2 filed with the Commission on September 12, 2008.
10.4	Asset Purchase Agreement between OSM-REO FF, LLC and Soy Energy, LLC dated April 2, 2010.		Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on June 14, 2010.
10.5	Loan Agreement between OSM-REO FF, LLC and Soy Energy, LLC dated April 2, 2010.		Exhibit 10.2 to the registrant's Form 10-Q filed with the Commission on June 14, 2010.
10.6	Phase I Engineering Agreement between Ball Industrial Services, LLC and Soy Energy, LLC dated April 6, 2010.		Exhibit 10.3 to the registrant's Form 10-Q filed with the Commission on June 14, 2010.
10.7	Termination and Settlement Agreement between New Equity, LLC, Outsource Services Management, LLC, OSM-REO FF, LLC, and Soy Energy, LLC dated March 31, 2010.		Exhibit 10.4 to the registrant's Form 10-Q filed with the Commission on June 14, 2010.
10.8	Construction and Design Agreement between Ball Industrial Services, LLC and Soy Energy, LLC dated August 11, 2010.		Exhibit 10.5 to the registrant's Form 10-Q filed with the Commission on September 14, 2010.
10.9	Non-Pooled Biodiesel Marketing Agreement between RPMG, Inc. and Soy Energy, LLC dated August 12, 2010.+		Exhibit 10.6 to the registrant's Form 10-Q filed with the Commission on September 14, 2010.
10.10	Amendment to Asset Purchase Agreement between OSM-REO FF, LLC and Soy Energy, LLC dated August 13, 2010.		Exhibit 10.7 to the registrant's Form 10-Q filed with the Commission on September 14, 2010.
10.11	First Amendment to Amended and Restated Loan Agreement between OSM-REO FF, LLC and Soy Energy, LLC dated March 18, 2011.		Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on March 22, 2011.
10.12	Loan Agreement between First Citizens National Bank and Soy Energy, LLC dated October 17, 2011.	X
10.13	Promissory Note between First Citizens National Bank and Soy Energy, LLC dated October 17, 2011.	X
10.14	Agricultural Security Agreement between First Citizens National Bank and Soy Energy, LLC dated October 17, 2011.	X
31.1	Certificate Pursuant to 17 CFR 240.13a-14(a)	X
31.2	Certificate Pursuant to 17 CFR 240.13a-14(a)	X
32.1	Certificate Pursuant to 18 U.S.C. Section 1350	X
32.2	Certificate Pursuant to 18 U.S.C. Section 1350	X



10.15	Feedstock and Biodiesel Sale and Service Agreement between Soy Energy and Bunge North America, Inc. dated August 16, 2012.		Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on October 9, 2012.
10.16	Eiler Capital Advisors Engagement Agreement between Soy Energy, LLC and Eiler Capital Advisors, LLC dated October 29, 2012.	X
10.17	Forbearance Agreement between Soy Energy, LLC and OSM-REO FF, LLC dated February 15, 2013.	X
10.18	First Amendment to Forbearance Agreement between Soy Energy, LLC and OSM-REO FF, LLC dated April 25, 2013.	X
10.19	Asset Purchase Agreement between Soy Energy, LLC, REG Mason City, LLC and Renewable Energy Group, Inc. dated May 1, 2013.	X
10.20	Plan of Complete Liquidation and Dissolution of Soy Energy, LLC.	X
10.21	Second Amendment to Forbearance Agreement between Soy Energy, LLC and OSM-REO FF, LLC dated May 8, 2013.	X
31.1	Certificate Pursuant to 17 CFR 240.13a-14(a)	X
31.2	Certificate Pursuant to 17 CFR 240.13a-14(a)	X
32.1	Certificate Pursuant to 18 U.S.C. Section 1350	X
32.2	Certificate Pursuant to 18 U.S.C. Section 1350	X
101	The following financial information from Soy Energy, LLC's Annual Report on Form 10-K for the fiscal year ended October 31, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheets as of October 31, 2012 and October 31, 2011, (ii) Statements of Operations for the fiscal years ended October 31, 2012 and 2011, (iii) Statement of Changes in Members' Equity, (iv) Statements of Cash Flows for the fiscal years ended October 31, 2012 and 2011, and (v) the Notes to Financial Statements.**

101 The following financial information from Soy Energy, LLC's Annual Report on Form 10-K for the fiscal year ended October 31, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheets as of October 31, 2011 and October 31, 2010, (ii) Statements of Operations for the fiscal years ended October 31, 2011 and 2010, (iii) Statement of Changes in Members' Equity, (iv) Statements of Cash Flows for the fiscal years ended October 31, 2011 and 2010, and (v) the Notes to Financial Statements.**

(+) Confidential Treatment Requested.

(**) Furnished herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		SOY ENERGY, LLC
Date:	~~February~~June 14, ~~2012~~2013	/s/ ~~Charles~~Jeff ~~Sand~~Oestmann
		Charles Sand
		Jeff Oestmann
		President and Chief Executive Officer
		(Principal Executive Officer)
Date:	~~February~~June 14, ~~2012~~2013	/s/ ~~Dallas~~Jeff ~~Thompson~~Oestmann
		Dallas Thompson
		Jeff Oestmann
		Treasurer and Chief Financial Officer
		Interim Chief Financial Officer
		(Principal Financial Officer)

~~In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~ 37

Date:	February 14, 2012	/s/ Charles Sand
		Charles Sand, Chairman
Date:	February 14, 2012	/s/ Dallas Thompson
		Dallas Thompson, Treasurer & Chief Financial Officer
Date:	February 14, 2012	/s/ Douglas Lansink
		Douglas Lansink, Secretary
Date:	February 14, 2012	/s/ Ronald Wetherell
		Ronald Wetherell, Vice Chairman
Date:	February 14, 2012	/s/ Darrell Downs
		Darrell Downs, Director
Date:	February 14, 2012	/s/ Robert Engel
		Robert Engel, Director
Date:	February 14, 2012	/s/ Charles Getting
		Charles Getting, Director
Date:	February 14, 2012	/s/ Daryl Haack
		Daryl Haack, Director
Date:	February 14, 2012	/s/ David Langel
		David Langel, Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Date:	June 13, 2013	/s/ Charles Sand
		Charles Sand, Chairman

Date:	June 13, 2013	/s/ Dallas Thompson
		Dallas Thompson, Treasurer

Date:	June 13, 2013	/s/ Douglas Lansink
		Douglas Lansink, Secretary

Date:	June 13, 2013	/s/ Ronald Wetherell
		Ronald Wetherell, Vice Chairman

Date:	June 13, 2013	/s/ Darrell Downs
		Darrell Downs, Director

Date:	June 13, 2013	/s/ Charles Getting
		Charles Getting, Director

Date:	June 13, 2013	/s/ Daryl Haack
		Daryl Haack, Director

Date:	June 13, 2013	/s/ David Langel
		David Langel, Director

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