UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August~~December 2413, 2012

FOUR RIVERS BIOENERGY INC.

(Exact Name of Registrant as Specified in Charter)

Nevada

000-31091

980442163

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

14 South Molton Street, 3rd Floor

London, United Kingdom

W1K 5QP

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (44) 1642 674085

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction .2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 (Other Events)

On August 228, 2012 the Company announced that it ~~was~~had inentered ~~default~~into ~~under~~a forbearance agreement with the ~~terms~~holder of its Original Issue Senior Convertible Debentures ~~and~~whereby the Debenture holder agreed to not foreclose on the Debentures, despite the fact that itthe Company was in ~~discussions~~default ~~with~~under their terms. Under the ~~Debenture~~terms ~~Holder~~of this forbearance the Company agreed to ~~address~~commence ~~this~~a program of asset sales, the proceeds of which would be used to make staged redemptions of the Debentures. Accordingly, on December 13, 2012 the Company sold its real estate in Kentucky (comprising some 216 acres of undeveloped land) by way of a public auction for $1,015,000; resulting in a book loss of approximately $1 million. The sale, which is to one buyer but in several parts, is conditional upon payment of the agreed purchase price in full by certain agreed dates, as detailed below.

OnUpon ~~August~~completion ~~24,~~of ~~2012~~ the ~~Holder~~land ~~formally~~sale ~~agreed~~(which is scheduled to ~~forebear~~take ~~with~~place within 30 days of the ~~default~~auction sodate ~~long~~in asrespect ~~the~~of ~~Company~~land ~~agreed~~tranches towhich ~~commence~~sold afor ~~phased~~$515,000 ~~realization~~and within 110 days of the ~~assets~~auction ~~upon~~date in respect of land tranches which sold for $500,000), the ~~Debentures~~proceeds, ~~are~~net ~~secured~~of costs and commissions (expected to ~~make~~approximate ~~payments~~$45,000), ~~out~~will ofbe offset against the ~~sales~~gross ~~proceeds~~redemption tovalue of the Debenture ~~Holder~~of to$2,855,600. ~~reduce~~The ~~the~~Company ~~amount~~had ~~due~~also previously sold several less significant assets under the ~~Debentures.~~terms ~~This~~of the forbearance ~~will~~agreement, ~~continue~~which, ~~for~~in soaggregate ~~long~~resulted asin a reduction in the ~~Company~~redemption ~~achieves~~value ~~certain~~of ~~minimum~~the ~~redemption~~Debentures ~~payments~~by ~~within~~approximately an$92,000. ~~agreed~~The ~~timetable~~residual amount due under the Debentures, which ~~affords~~becomes ~~the~~due ~~Company~~and ~~reasonable~~payable ~~commercial~~on ~~flexibility~~December in31, ~~conducting~~2012, after deducting the redemptions arising from the aforementioned asset sales, will be approximately $1,793,600. This amount will start to accrue interest at the compound rate of 18% per annum from December 31, 2012.

The Company’s isremaining ~~continuing~~principal ~~its~~asset ~~advanced-stage~~is ~~discussions~~its ~~with~~land ain ~~potential equity investor and~~ the ~~asset~~United ~~realization plans have been developed~~Kingdom, inwhich ~~contemplation~~includes of(i) ~~that~~a ~~possible~~former ~~investment~~industrial site, soupon aswhich ~~to retain those assets that~~ the Company ~~considers~~plans to becreate ~~core~~a ~~to its~~ waste-to-energy ~~business~~park ~~plan~~ and ~~which~~(ii) ~~are~~surrounding ~~also~~agricultural ~~considered~~land. byThe ~~the~~Company’s ~~potential~~ability ~~investor~~ to becontinue ~~central~~with its plans to ~~its~~commercialise ~~investment~~the ~~decision.~~industrial site are dependent upon:

~~If the Debentures are not fully redeemed by their due date~~ (~~December 31, 2012~~a) ~~out~~The ofDebenture ~~the~~holder’s ~~proceeds~~agreement ofto ~~the~~continue ~~asset~~to ~~realisation~~forbear ~~plan,~~against ~~the~~its ~~potential~~right ~~equity~~to ~~investment,~~foreclose orand ~~otherwise,~~to ~~any~~allow ~~unpaid~~the ~~balance~~Company ~~will start~~ to ~~accrue~~retain ~~interest~~its atUK ~~18%~~industrial ~~per~~site; ~~annum~~ and~~, unless otherwise agreed, shall be payable upon demand.~~

~~There~~(b) ~~can~~The beCompany’s noability ~~assurance~~to ~~that~~raise ~~the~~equity ~~Company~~finance ~~will~~to befund ~~able~~its ~~(i)~~planned waste-to-energy ~~comply~~plant. ~~with~~In this regard management continues to discuss the ~~terms~~investment ~~upon~~opportunity ~~which~~with the ~~forbearance~~potential investor who, as previously announced, has ~~been~~expressed ~~granted~~a ~~and/or~~serious ~~(ii)~~interest toin ~~raise~~investing in the ~~required~~Company. ~~funds~~The topotential ~~allow~~investor ithas toindicated ~~satisfy~~that its ~~outstanding~~proposed ~~obligations,~~investment ~~including~~is subject to the ~~obligations~~completion ~~under~~of a separate unrelated transaction which, upon completion, would finally enable it to make its proposed investment in the ~~Debentures~~Company.

The Company is in separate discussions with its Debenture holder and the above-mentioned potential investor in relation to the above matters, but at present the outcome of both matters is uncertain.

In the event that the Company is unable to conclude its planned equity financing, and/or in circumstances where the Debenture holder elects to foreclose on the Debenture and requires the forced sale of all the UK land, it is likely that the Company’s equity value will be eliminated. In the event of a successful equity investment and consequent redemption of the Debenture the value of the existing equity holding in the Company may be materially diluted, dependent upon the terms of this possible investment.

SIGNATURES

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

Dated: August 28, 2012	FOUR RIVERS BIOENERGY INC.
Dated: December 18, 2012	FOUR RIVERS BIOENERGY INC.
	By:	/s/ Martin Thorp
	Name: Martin Thorp
	Title: Chief Financial Officer

Filing Compare · FOUR RIVERS BIOENERGY INC.