S-1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GOLD RIBBON BIO ENERGY HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	2860	26-1538664
State or other jurisdiction of incorporation or organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification No.

101 E. Industrial Drive, Sedgwick, Kansas 67135

(316) 772-9055

(Address including zip code, and telephone number, including area code of registrant’s principal executive offices)

Timothy R. Schwab

101 E. Industrial Drive, Sedgwick, Kansas 67135

(316) 772-9055

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of Communications to:

Lynn H. Wangerin

Stoll Keenon Ogden PLLC

2000 PNC Plaza, 500 West Jefferson Street, Louisville, Kentucky 40202

(502) 333-6000

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company.

Large accelerated filer  ¨            Accelerated filer  ¨            Non-accelerated filer  ¨            Smaller reporting company  x

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee
Common Shares (1)	4,332,960	$0.14	$606,614	$23.84
Common Shares (2)	12,000,000	$5.00	$60,000,000	$2,358.00
Common Stock Purchase Warrants	3,986,000	$(3)	$(3)	$(3)
Total Fee				$2,381.84

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933. This is a bona fide estimate of the maximum offering price based upon the last private sale of the Registrant’s securities. These securities include 750,000 shares which were issued and sold to Monogenesis Corporation at a price of $0.01 per share in contemplation of the dividend of 597,200 of such shares by Monogenesis Corporation. The shares will be distributed to holders of shares of Monogenesis Corporation as a dividend at a rate of 200 shares of Gold Ribbon Bio Energy Holdings Inc. (“Gold Ribbon Holdings”) for each share of Monogenesis Corporation held. The remaining shares are to be offered for sale at market price from time to time by selling shareholders who are former shareholders of U.S. Bio Energy, Inc. (now Gold Ribbon Bio Energy Co.) and by Monogenesis Corporation.

(2) These are the maximum number of Common Shares which will be issued in the event Common Stock Purchase Warrants are exercised. The maximum offering price is based upon the exercise price of the warrants.

(3) Of the warrants listed, 2,986,000 warrants were issued and sold to Monogenesis Corporation at a price of $0.001 each and will be distributed as a dividend to holders of shares of Monogenesis Corporation at a rate of 1,000 warrants for each share in Monogenesis Corporation held. The remaining 1,000,000 warrants were issued to Spartan Securities Group, Ltd. for services provided. The warrants are registered in the same registration statement as the Common Shares underlying the warrants and, therefore, there is no separate registration fee. Only up to 60,000 warrants may be exercised.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Prospectus

GOLD RIBBON BIO ENERGY HOLDINGS INC.

101 E. Industrial Drive

Sedgwick, Kansas 67135

(316) 772-9055

16,332,960 Common Shares

3,986,000 Common Stock Purchase Warrants

Gold Ribbon Bio Energy Holdings Inc. is registering 750,000 Common Shares and 2,986,000 Common Stock Purchase Warrants issued to Monogenesis Corporation of which 597,200 Common Shares and all of the warrants will be distributed as a dividend by Monogenesis Corporation to its shareholders, 200 Common Shares and 1,000 warrants for each share of stock of Monogenesis held as of the date of this prospectus. Monogenesis is a closed-end investment company and a statutory underwriter. The Walker Group, Inc., which is controlled by P. Bradley Walker, an officer of Monogenesis, Joseph Walker, who controls two shareholders Joseph Walker & Sons, Inc. and Walker Land Company, and an individual, Aldophus Dubose, are the only beneficial holders of 5% or more of Monogenesis stock. P. Bradley Walker, The Walker Group, Inc., Joseph Walker and Aldophus Dubose are deemed to be underwriters.

Gold Ribbon will not receive any proceeds from the dividend distribution, but will receive $10,486 from Monogenesis, $0.01 for each Common Share and $0.001 for each warrant, to purchase the shares and warrants. Monogenesis will retain 152,800 of the Common Shares and the remainder will be distributed as a dividend to its shareholders. The difference between the price paid by Monogenesis for the securities and the value of the 152,800 Common Shares retained by Monogenesis, $19,864 constitutes its compensation for effecting the dividend. No market currently exists for the shares or warrants.

Each warrant entitles the holder to purchase 200 Common Shares at a price of $5.00 per share. Until Gold Ribbon has received at least $20,000,000 from the exercise of the warrants, it will place 90% of all funds received from exercise of the warrants in a separate account. If by____________, 2008 it has not received at least $20,000,000 from exercise of the warrants, it will return 90% of the exercise price. The 10% will be kept and used to cover expenses. Only up to 60,000 warrants may be exercised and no warrants may be exercised after ________________, 2008. Warrants will be accepted in the order received as further described elsewhere. Gold Ribbon is registering the 12,000,000 Common Shares which may be issued upon exercise of the warrants. Gold Ribbon will only receive funds for warrants which are exercised. It is uncertain whether or not any warrants will be exercised.

Gold Ribbon is also registering 3,735,760 Common Shares on behalf of shareholders and Monogenesis (shares which are not dividend distributed) and 1,000,000 warrants (held by other than Monogenesis) for sale from time to time. Of these Common Shares, 152,800 are shares that Monogenesis will retain as compensation. Until the shares are quoted on the OTC Bulletin Board, the selling shareholders will offer these shares under this prospectus at the price of $0.14 per share. Gold Ribbon will not receive any proceeds from the sale of shares by selling shareholders.

Gold Ribbon is and will continue to be controlled by two shareholders, Timothy R. Schwab and Richard L. Hageman. Together they own 69% of the issued and outstanding Class B Common Shares and elect 75% of the directors and 63% of the Common Shares.

Investing in the Common Shares or warrants involves risks which are described in the “ Risk Factors” section beginning on page 6 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is _______________________, 2008.

The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery. In this prospectus, “Gold Ribbon Holdings” refers to Gold Ribbon Bio Energy Holdings Inc., a Delaware corporation, the “Operating Company” refers to Gold Ribbon Bio Energy Co., a Kansas corporation and wholly-owned subsidiary of Gold Ribbon Holdings. “Gold Ribbon,” the “Company,” “we,” “us,” and “our” refer to both Gold Ribbon Holdings and the Operating Company.

TABLE OF CONTENTS

	PAGE
Prospectus Summary	1
Plan of Distribution	1
The Company	2
The Project	2
Financing Plan	3
Selected Financial Data	4
Important Notices to Investors	5
Risk Factors	6
Forward Looking Statements	17
Plan of Distribution	18
Estimated Use of Proceeds	21
Estimated Sources of Funds	22
Capitalization	23
Dilution	23
Management’s Discussion and Analysis and Plan of Operation	25
Overview	25
Plan of Operations Until Start-Up of Biodiesel Plant	26
Liquidity and Capital Resources	28
Trends and Uncertainties That May Affect Management’s Plan of Operation	29
Critical Accounting Estimates	30
Off-Balance Sheet Arrangements	31
Grants, Government Programs and Tax Increment Financing	31
Business	31
Product - Biodiesel	31
Co-product - Glycerin	32
The Biodiesel Production Process	33
Feedstock	35
Proposed Facility Site	39
Transportation and Delivery	40
Employees	41
Biodiesel Industry	41
Competition	52
Biodiesel Production Plants under Construction or Expansion	54
Customers, Sales and Marketing	54
Customers	56

Management	59
Executive Officers and Directors of Gold Ribbon Bio Energy Holdings Inc. and Gold Ribbon Bio Energy Co.	59
Executive Compensation	60
Certain Relationships and Related Transactions	61
Principal and Selling Stockholders	61
Management and 5% or Greater Shareholders	61
Other Selling Shareholders	62
Securities	64
Common Shares	64
Class B Common Shares	65
Preferred Shares	65
Common Stock Purchase Warrants	66
Transfer Agent, Registrar and Warrant Agent	66
Liability and Indemnification of Directors and Officers	67
Limitations on Liability	67
Indemnification	68
Available Information	68
Legal Matters	69
Experts	69
Financial Statements	F-1

PROSPECTUS SUMMARY

This is a summary of information contained elsewhere in the prospectus and may not contain all of the information that is important to you. Before making any investment decision, you should read the entire prospectus including the risk factors section and the financial statements and related notes.

Plan of Distribution

On the date of this prospectus, Monogenesis Corporation will purchase 750,000 Common Shares and 2,986,000 warrants to purchase Common Shares from Gold Ribbon.

Monogenesis is a closed-end investment company which will dividend 597,200 of the Common Shares and all of the warrants to its shareholders of record as of the date of this prospectus. The Walker Group, Inc., which is controlled by P. Bradley Walker (an officer of Monogenesis), Joseph Walker, who controls two shareholders, Joseph Walker & Sons and Walker Land Company, and an individual, Aldophus Dubose, are the only beneficial holders of 5% or more of Monogenesis stock. In addition to Monogenesis, P. Bradley Walker, The Walker Group, Inc., Joseph Walker and Aldophus Dubose are deemed to be underwriters. The shares underlying the warrants are also being registered.

The transaction is intended to create a public company with a substantial shareholder base without having to sell shares in a traditional initial public offering. There will be no immediate trading market and there is no assurance a trading market will ever develop.

Gold Ribbon Holdings is also registering 3,735,760 Common Shares and 1,000,000 warrants held by its shareholders for resale from time to time. Until the shares are listed on the OTC Bulletin Board, the selling shareholders will offer these shares under this prospectus at a price of $0.14 per share. These shares include the 152,800 Common Shares purchased by Monogenesis but not part of the dividend to its shareholders. The difference between the price paid by Monogenesis for the securities and the value of the 152,800 Common Shares received by Monogenesis, $19,864, constitutes its compensation for effecting the distribution.

Common Shares to be dividend distributed by Monogenesis	597,200 (200 for each share of Monogenesis held)
Warrants to be dividend distributed by Monogenesis	2,986,000 (1,000 for each share of Monogenesis held)
Warrant exercise price	$5.00 per share (until the earlier of the date that 60,000 warrants are exercised or _____________, 2008)
Selling shareholder Common Shares	3,735,760 Common Shares
Selling shareholder Warrants	1,000,000 (to Spartan Securities Group, Ltd.)

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The Company

Gold Ribbon is a development stage company with no operating history or revenues. Its principal address and location is 101 E. Industrial Drive, Sedgwick, Kansas 67135. Its telephone number is (641) 784-3510.

While we have not begun design or construction of the planned 40 million gallon per year biodiesel production facility, we have identified and obtained an option to purchase a 60 acre site northwest of the town of Hesston, Kansas. In January 2007, Ascendant Partners, Inc., of Greenwood Village, Colorado, completed a feasibility study for the completion and operation of the planned biodiesel production facility.

Gold Ribbon Bio Energy Holdings Inc. was formed on August 29, 2007 in Delaware as the holding company of Gold Ribbon Bio Energy Co. (formerly U.S. Bio Energy, Inc.), a Kansas corporation that was formed on September 12, 2005. The holding company received all of the shares of the Operating Company in exchange for shares of holding company stock effective October 10, 2007. It was formed to be the public company and was formed as a Delaware corporation to take advantage of the body of law developed for Delaware corporations.

In addition, in the event management determines to acquire additional companies in the future, management believes that the holding company/subsidiary structure provides the best structure for an acquisition. This structure can provide a mechanism that will limit liabilities of an acquired business to the acquiring subsidiary thereby protecting the assets of other subsidiaries. Management has not identified any potential acquisitions and is not currently searching for any acquisition opportunities.

The Project

If we are able to capitalize the project as described in our financing plan below, we will use the offering proceeds to build and operate a 40 million gallon per year biodiesel plant that we anticipate will be located on the optioned property near Hesston, Kansas. We expect the biodiesel plant to annually process approximately 40 million gallons of soybean oil and animal fats and grease to produce approximately 40 million gallons of fuel-grade biodiesel. Biodiesel is frequently used as fuel by transport trucks, marinas, railroad operators and many government vehicles. According to the Department of Energy, the United States consumes approximately 60 billion gallons of diesel fuel annually, but biodiesel currently occupies less than 1% of this market. However, biodiesel production capacity is rapidly growing.

We also expect the biodiesel plant to annually produce approximately 3.8 million gallons of crude glycerin, which is a principal co-product of the biodiesel production process. Glycerin has many applications as an ingredient or processing aid in cosmetics, toiletries, personal care, drugs and food products.

We estimate that it will take 12 months from the time of our full capitalization to complete the construction of the plant and begin operations. Consequently, operations would not commence any earlier than ____________________.

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We have entered into an Option to Purchase Agreement with the owners of an approximately 60 acre tract of vacant land located on North Emma Creek Road outside of Hesston, Harvey County, Kansas. This option allows for the purchase of all 60 acres at any time prior to September 29, 2008, for a purchase price of $6,000 per acre. This site is part of an existing industrial park in Hesston, which park already has available necessary utilities. We believe this site provides us with proximity to sources of raw materials necessary for the bio-diesel production process and is well situated along an operating rail line and near a major interstate highway.

We have been having discussions with Smiling Earth Energy of Bakersfield, California to provide us the engineering, technology and construction services for the proposed facility. If we are able to come to mutual agreement with Smiling Earth Energy on the terms of construction of the facility, we anticipate they would provide a turnkey plant. We have not yet entered into any binding contracts for design, technology or construction of the facility.

Financing Plan

We have no source of revenues. To date, our only source of funds has been capital raised from the sale of stock in the Operating Company prior to formation of Gold Ribbon.

Our founders and officers, Timothy R. Schwab and Richard L. Hageman, capitalized the Operating Company at the time of its formation with $63,923 for which they received shares in the Operating Company. These funds were used for formation related expenses and initial investigation into a potential business plan. Additionally, in October 2006, the Operating Company received proceeds of approximately $285,000 in a private placement of its common stock in a seed capital round of financing. The purpose of the private placement was to obtain necessary capital to cover the expenses of forming Gold Ribbon, registering the Common Shares and warrants and participating in the distribution contemplated by this prospectus.

We anticipate the total capital needed to acquire the necessary land and equipment, complete construction of the proposed facility and commencement working capital to be approximately $53,250,000. If the entire $60,000,000 is raised through the exercise of the warrants, we will have additional working capital. The plan is to raise a minimum of $20,000,000 from the exercise of the warrants being distributed hereunder. If less than 20,000 of the warrants issued are exercised, we will seek alternative means of finding additional equity investors.

Depending on the level of capital received upon the exercise of the warrants, we will need to obtain debt financing ranging from approximately $5,000,000 to $40,000,000 in order to fully capitalize the project. We have no contracts or commitments with any bank, lender or financial institution for this debt financing. There are no assurances that we will be able to obtain the necessary debt financing or other financing to capitalize the project.

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SELECTED FINANCIAL DATA

We are a development-stage company with no operating history and no revenues. The following table summarizes important financial information derived from our 2006 audited financial statements and unaudited financial statements for the interim period ending September 30, 2007. You should read this table in conjunction with the financial statements and the notes included in this prospectus beginning at page F-1.

Statement of Operations Data:

	Nine Months Ended September 30, 2007 (unaudited)			Year Ended December 31, 2006			September 12, 2005 (Inception) to September 30, 2007 (unaudited)
Revenues	$	—		$	—		$	—
Operating expenses:
Start-up expenses		7,275			—			7,275
Organizational expenses		31,535			32,514			65,057
Professional and consulting fees		36,759			30,785			72,544
General and administrative expenses		777			972			1,781
Total operating expenses		76,346			64,271			146,657
Operating Loss		(76,346	)		(64,271	)		(146,657	)
Other Income
Interest income		—			17			20
Total other income, net		—			17			20
Net Loss	$	(76,346	)	$	(64,254	)	$	(146,637	)
Net Loss Per Share (basic and diluted): weighted average shares outstanding	$	(0.078	)	$	(0.089	)	$	(0.180	)

Balance Sheet Data:

	September 30, 2007 (unaudited)			December 31, 2006
Total assets	$	209,153		$	293,158
Current liabilities	$	20,991		$	28,650
Accumulated deficit in the development stage	$	(146,637	)	$	(70,291	)
Total stockholders’ equity	$	188,162		$	264,508

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IMPORTANT NOTICES TO INVESTORS

This prospectus does not constitute an offer to sell or the solicitation of an offer to purchase any securities in any jurisdiction in which, or to any person to whom, it would be unlawful to do so.

Investing in Common Shares or warrants of Gold Ribbon involves significant risk. Please see “RISK FACTORS” beginning on page 6 to read about important risks to consider before purchasing Common Shares or warrants. These risks include, but are not limited to, the following:

• Gold Ribbon is a development-stage company and has not yet generated any revenue and does not expect to generate revenue until completion of the proposed facility and commencement of operations.

• The financing plan is dependent on the exercise of warrants which is in the discretion of warrant holders and Gold Ribbon has no commitment for debt financing.

• Projected and future plant operations are subject to construction risks, fluctuations in the prices of raw materials, utilities and diesel, which are affected by various factors including weather, production levels, supply, demand, changes in technology, and government support and regulations.

• Gold Ribbon is very dependent on a third-party provider for the construction, design and technology for the plant and the failure to retain such a provider on feasible terms may cause delay in construction or operation of the proposed biodiesel facility or abandonment of the project.

• No public market exists for the Common Shares or Common Stock Purchase Warrants and one may not develop.

• The voting rights of holders of Common Shares are limited because 75% of the board of directors of Gold Ribbon will be elected by the holders of Class B Common Shares.

No representations or warranties of any kind are intended or should be inferred with respect to economic returns or tax benefits of any kind that may accrue to the investors of the securities. These securities have not been registered under the securities laws of any state and may be offered and sold in other states only in reliance on exemptions from the registration requirements of the laws of a state.

During the course of the distribution of the shares and warrants, each prospective purchaser and his or her representatives, if any, are invited to ask questions of, and obtain information from, representatives of the Company concerning the terms and conditions of this distribution, us, the business, and other relevant matters. We will provide the requested information to the extent that we possess such information or can acquire it without unreasonable effort or expense. Those having questions should contact our President, Tim Schwab, at 101 E. Industrial Drive, Sedgwick, Kansas 67135; telephone number: (316) 772-9055.]

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RISK FACTORS

This prospectus contains forward-looking statements that address, among other things, general business strategy and expected trends, acquisition and growth strategy, use of proceeds, effects of interest rate and legislative changes, and possible future actions. The statements may be found specifically in the sections entitled “Summary,” “Risk Factors,” “Use of Proceeds,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in this prospectus generally. Actual results could differ materially from those anticipated in forward-looking statements for various reasons, including risks discussed in the “Risk Factors” section and elsewhere in this prospectus.

The securities described in this prospectus involve a high degree of risk. Prior to purchasing shares or warrants, you should consider the possible risks of the business described below.

Risks Related to Financing Plan

The equity portion of our financing plan is contingent upon the exercise of the warrants. There is no assurance that the holders of the warrants will exercise their warrants. Unless 60,000 warrants are exercised prior to ________, 2008, we will not have sufficient capital to finance the construction of the facility and commence operations. In such event, unless we find other sources of replacement equity capital, we will be forced to abandon the project and our company will fail. Even if there are not a sufficient number of warrants exercised that we believe we can proceed with the project, only a portion of the funds from any warrants exercised will be returned to investors.

Even if we obtain the minimum amount of equity, we may not obtain the debt financing necessary to construct and operate the proposed biodiesel plant, which would result in the failure of the project. We do not have contracts or commitments with any financial institution or lender for debt financing. If debt financing on acceptable terms is not available for any reason, we will be forced to search for other alternative forms of financing. While we search for alternative financing, we may continue to hold your investment. Your investment will be unavailable to you while we search for alternative financing. It is possible that your investment will decline in value while we search for the financing necessary to complete our project or that we may never find alternative financing. If we never find debt or alternative financing on acceptable terms, we would be forced to abandon our business plan and our company might fail.

The amount of debt financing is unknown. We expect to require at least $53,250,000 in total capital to complete construction and begin operations and if at least 53,250 warrants are not exercised, long-term debt from one or more financial institutions or other lenders in order to construct the facility and commence operations. Because the amount of equity is not yet known, the exact amount and nature of total debt is also unknown. Consequently, we cannot accurately project our debt service cost at this time.

Future loan agreements with lenders may hinder our ability to operate the business by imposing restrictive loan covenants, which could delay or prohibit payment of dividends to shareholders. The amount of debt we incur to implement our

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business plan will result in substantial interest obligations and installment payments of principal. Further, the amount of debt and restrictive covenants which the lender would impose could hinder the Company’s ability to operate, including the ability to:

• Pay dividends;

• Incur additional indebtedness;

• Make capital expenditures in excess of prescribed thresholds;

• Make certain types of investments;

• Pledge assets;

• Use the proceeds of asset sales;

• Merge or consolidate; or

• Sell or lease assets.

In the event that we are unable to pay debt service obligations or violate the restrictions imposed by loan documents, creditors could force the Company, among other things, to (1) reduce or eliminate dividends or (2) reduce or eliminate needed capital expenditures. It is possible that we could be forced to sell assets, seek to obtain additional equity capital or refinance or restructure all or a portion of debt. In the event that we would be unable to refinance indebtedness or raise funds through sales of equity or otherwise, our ability to operate the facility would be greatly affected and the Company might fail.

There is no restriction on use of the proceeds from the exercise of the warrants. While we intend to proceed with the business plan as outlined in this prospectus, there is no contractual restriction on our ability to use the proceeds from the exercise of the warrants for other legitimate purposes we may have.

We may need to increase cost estimates for construction of the biodiesel facility, and such increases could result in devaluation of the stock if the facility’s construction requires additional capital. We expect to execute a definitive construction agreement with Smiling Earth Energy which will set forth in detail the design and construction services to be provided by Smiling Earth Energy and the related costs. Our current financing plan is based on cost estimates provided orally by Smiling Earth Energy in our current discussions of approximately $46,000,000. However, these discussions are not binding and do not establish a binding fixed contract price for construction of the facility. It is possible that, before we enter a binding agreement, the cost of construction could increase significantly preventing us from completing the project. Further, even after a fixed contract price agreement is executed, there may be design changes or cost overruns associated with the construction of the facility. Any significant increase in the estimated construction cost of the facility could delay our ability to generate revenues and reduce the value of any investment in Gold Ribbon because revenue may not be sufficient to support the increased cost and expense attributable to increased construction costs.

If we spend proceeds from the exercise of warrants and begin construction of the facility before we have obtained a signed binding loan agreements or received loan proceeds, we may be unable to close the loan and you may lose all of your investment. If the minimum number of warrants are exercised to fund the equity portion of our financing plan, we may decide to

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begin spending the equity proceeds to begin construction of the facility or for other project-related expenses. If, after we begin spending equity proceeds, we are unable to close the loan, we may have to seek another debt financing source or abandon the project. If that happens, you could lose some or all of your investment.

Risks Related to Status as a Development-Stage Company

Key operations personnel may be difficult to locate and hire. We anticipate that we will hire a manager for the facility with experience in the biodiesel industry and in operating a production plant similar to the proposed facility. However, there is no assurance that we will be successful in attracting or retaining such an individual because of the competitive market as new plants are constructed and there are a limited number of individuals with expertise in the area. In addition, we may have difficulty in attracting other competent personnel to relocate to Hesston, Kansas if such personnel are not available locally. Our failure to attract and retain such individuals could limit or eliminate any profit that we might make and could result in our failure. If we fail, you would lose all or a substantial part of your investment.

Our initial directors and officers have no experience in the biodiesel industry or in managing a publicly traded company. We are presently, and will likely continue to be for some time, dependent upon our initial directors and officers. These individuals have no experience in raising capital from the public, in organizing and building a biodiesel plant, or in governing and operating a public company. Our directors and officers have no expertise in the biodiesel industry. In addition, our directors and officers are presently engaged in businesses and other activities that impose substantial demands on their time and attention.

If we fail to finalize critical agreements, such as a design and construction agreement with Smiling Earth Energy or an agreement market production of the facility, or the final agreements are unfavorable compared to what we currently anticipate, our project may fail or be harmed in ways that significantly reduce the value of your investment. You should be aware that this prospectus refers to documents and agreements that are not yet final or executed and to plans that have not been implemented, such as a final construction contract with Smiling Earth Energy or a contract to market our products. In some instances, such documents and agreements are not even in draft form or the parties have not agreed to material terms. The definitive versions of those agreements, documents, plans and proposals may contain terms or conditions that vary significantly from the terms and conditions described. The agreements, documents, plans and proposals not in final form may not materialize or, if they do materialize, may not prove to be profitable.

Our lack of business diversification could result in the devaluation of our stock if our revenues from our primary products decrease. We anticipate our lines of business to solely consist of the production and sale of biodiesel and glycerin. We do not expect to have any other sources of revenue. This lack of business diversification could cause you to lose all or some of your investment if we are unable to generate revenues by the production and sale of biodiesel and glycerin.

We have a history of losses and may not ever operate profitably. For the period of the Operating Company’s inception, September 12, 2005, through September 30, 2007, it incurred an accumulated net loss of $146,637. We will continue to incur

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significant losses until we successfully complete construction of the facility and commence operations. There is no assurance that we will be successful in our efforts to construct and operate the facility. Even if we successfully meet all of these objectives and commence operations at the facility, there is no assurance that we will be able to operate profitably.

Risks Related to the Proposed Facility

We will be dependent on third-party providers of engineering, technology, construction and for commencement of operations. We have no experience building or operating a biodiesel plant. We have had discussions with Smiling Earth Energy regarding providing the technology for the biodiesel facility, the engineering and design of the facility, construction and training for employees to operate it. However, we do not yet have a binding agreement with Smiling Earth Energy. If we are not able to agree to terms of such an agreement with Smiling Earth Energy, or another suitable provider, or lose such relationship once begun, it would cause delay and added expense and may prevent commencement of operations and result in the failure of the business. In addition, the involvement by third-party providers in other projects could delay the commencement and start-up operations of the facility. Unforeseen expenses and delays may reduce our ability to generate revenue and profitability and may significantly damage our competitive position in the biodiesel industry such that you would lose some or all of your investment.

We will be dependent upon Smiling Earth Energy’s experience and ability to train personnel in operating the facility. If the completed facility does not operate to the level anticipated in our business plan, we will rely on Smiling Earth Energy to address such deficiency. There is no assurance that Smiling Earth Energy will be able to solve any deficiency adequately. Failure to do so could cause us to discontinue production of biodiesel or have lower than expected production levels, which could damage the ability to generate revenues and reduce the value of your investment.

We will be dependent upon a third party to market our finished products. If we are unable to enter a binding agreement with a marketer to market our finished products, we may be unable to sell them profitably. Our reliance on similar service providers may place us at a competitive disadvantage to biodiesel companies that directly market their products.

We do not intend to have a sales force of our own to market our biodiesel and glycerin. As such, we expect to contract with a third party to market our biodiesel and glycerin. We have no definitive agreement at this time. As a result, we will be dependent on whomever we contract with to market our biodiesel and glycerin. There is no assurance that we will be able to enter into contracts with a biodiesel or glycerin broker on acceptable terms. If the biodiesel or glycerin broker breaches the contract or does not have the ability, for financial or other reasons, to market all of the biodiesel we produce, we will not have any readily available means to sell our biodiesel. Our lack of a sales force and reliance on third parties to sell and market our products may place us at a competitive disadvantage. Our failure to sell all of our biodiesel and glycerin products may result in less revenue from sales, reducing income, which could lower the value of your investment.

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Our reliance upon third parties for feedstock supply may hinder our ability to profitably produce biodiesel. In addition to being dependent upon the availability and price of feedstock supply, we will be dependent on relationships with third parties, including feedstock suppliers. We will not build a soy crushing facility to supply our own raw soy oil or feedstock. Therefore, we must be successful in establishing feedstock agreements with third parties. To date, we have no binding commitments from anyone to supply our feedstock. Assuming that we can establish feedstock relationships, our suppliers may terminate those relationships, sell to other buyers, or enter into the biodiesel manufacturing business in competition with us. Our suppliers may not perform their obligations as agreed, and we may be unable to specifically enforce our agreements. Competition for raw soy oil, animal fats and other feedstock may make us unprofitable and result in the complete loss of your investment.

We have not yet acquired a site for the facility. We have an option to purchase an approximately 60 acre site, however, we have not completed our due diligence of this site and may decide this site is not suitable due to title defects, environmental contamination or other issues. If we have to locate another site it would involve an additional feasibility study and further due diligence and would delay completion of the project. Given the growth of the biodiesel industry and the number of competitors entering the marketplace, such a delay could decrease the value of your investment.

A third party may claim ownership of the technology used in our biodiesel facility. Failure of the technology could cause us to halt or discontinue production of biodiesel, which could damage our ability to generate revenues and reduce the value of your investment. We will be highly dependant upon the technology supplied by Smiling Earth Energy for our biodiesel facility. Failure of the technology could cause us to halt or discontinue production of biodiesel, which could damage the ability to generate revenues and reduce the value of your investment. An assertion by a third party as to our right to use the technology could cause us to halt or discontinue production of biodiesel, which could damage the ability to generate revenues and reduce the value of your investment.

Changes in production technology could require us to commit resources to updating the biodiesel facility or could otherwise hinder our ability to compete in the biodiesel industry or to operate at a profit. Advances and changes in the technology of biodiesel production are expected to occur. Such advances and changes may make our biodiesel production technology less desirable or obsolete. The facility is a single-purpose plant and has no use other than the production of biodiesel and associated co-products. Much of the cost of the facility is attributable to the cost of production technology, which may be impractical or impossible to update. The value of your investment could decline if changes in technology cause us to operate the facility at less than full capacity for an extended period of time or cause us to abandon our business.

Transportation of raw materials and products will depend in part on rail service for which we do not have a binding contract. Our business plan depends in part on the use of rail transportation to obtain feedstock and sell our products outside of our immediate geographic markets. K&O Railroad has an operating rail line that borders our proposed site. However, we have no binding agreements with K&O Railroad to provide us with freight services nor have we negotiated freight rates. Our inability to obtain competitive rates from K&O Railroad would put us at a competitive disadvantage.

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Risks Related to the Biodiesel Industry

The biodiesel industry is expanding rapidly in the United States, which will lead to increased competition for feedstock and increased supply of biodiesel. The majority of domestic biodiesel plants have come online in the last 7 years to meet the increased demand. Since the Energy Policy Act was updated in 2001, the biodiesel market has grown from about 5 million gallons per year in 2001 to 75 million gallons in 2005. As of January 2007, there is approximately 864 million gallons of annual production capacity available and an additional 1.7 billion gallons of annual production capacity under construction. This dramatic increase in biodiesel may cause prices of feedstock to increase as additional competition for these inputs comes online and prices of biodiesel to decrease as its supply increases, which may cause us to operate at less than anticipated income or even a loss. This could cause you to lose some or all of your investment.

Our ability to operate at a profit is largely dependent on market prices for biodiesel, and the value of your investment may be directly affected by these market prices. Our results of operations and financial condition will be significantly affected by the selling price for biodiesel and its primary co-product, glycerin. Price and supply are subject to and determined by market forces over which we have no control. Our revenues will be heavily dependent on the market prices for biodiesel. The National Biodiesel Board has estimated that the current biodiesel production capacity is about 180 million gallons per year. However, many plants do not currently operate at full capacity. In 2005, approximately 75 million gallons of biodiesel were produced. In March 2006, the National Biodiesel Board estimated there were 53 active plants producing an estimated 100 million gallons annually, with another 40 plants and 4 plant expansions in construction and 23 plants in various stages of planning and development. Biodiesel plants are operating or have been proposed in at least 39 states. Currently, there are no biodiesel plants in Kansas, but at least 3 plants, in addition to our proposed plant, have been proposed. In addition, investors should understand that we face a competitive challenge from larger biodiesel plants and from biodiesel plants owned and operated by the companies that would be our suppliers. In light of such competition, there is no assurance that we will be able to compete effectively in the industry. We may generate less income as a result, which would decrease the value of your investment.

Increased biodiesel production will likely also lead to increased supplies of co-products from the production of biodiesel, such as glycerin. Those increased supplies may outpace demand, which would lead to lower prices for our co-products. There can be no assurance as to the price of biodiesel or any of its co-products in the future. Any downward changes in the price of biodiesel or its co-products may result in less income, which would decrease revenues and would decrease the value of your investment.

Competition from other sources of fuel may adversely affect our ability to market the biodiesel. Although the price of diesel fuel has increased over the last several years, it has seen short periods of decrease and even at its highest levels, diesel fuel prices per gallon remain below or equal to the price of biodiesel. In addition, other more cost-efficient domestic alternative fuels may

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be developed and displace biodiesel as an environmentally-friendly alternative. If diesel prices do not continue to increase or a new fuel is developed to compete with biodiesel, it may be difficult to market biodiesel, which could result in the loss of some or all of your investment.

Our business is sensitive to feedstock prices which could increase production costs and decrease revenues. Changes in the price of feedstock can significantly affect our business. We anticipate the cost of feedstock will represent approximately 70-90% of our cost of production. In the past, the price of soybean oil has been volatile. Increased biodiesel production may also lead to an increase in the price of feedstock. Rising feedstock prices would likely produce lower profit margins. Soybean prices may also be affected by other market sectors because soybeans are comprised of 80% meal used for feed and only 20% oil. Because there is little or no correlation between the price of feedstock and the price of biodiesel, we cannot pass along increased feedstock prices to customers. As a result, increased feedstock prices would likely result in decreased profits.

We may engage in hedging transactions which involve risks that can harm our business. Once the plant is operational, we will be exposed to market risk from changes in commodity prices. Exposure to commodity price risk results from our dependence on soybean oil in the biodiesel production process. We may seek to minimize the risks from fluctuations in the price of soybean oil through the use of hedging instruments. Hedging means protecting the price at which we buy feedstock and the price at which we will sell our products in the future. The effectiveness of hedging strategies is dependent upon the hedging vehicle employed and its correlation to the cost of soybean oil and the ability to sell sufficient amounts of products to use all of the soybean oil for which we have futures contracts. There is no assurance that our hedging activities will successfully reduce the risk caused by price fluctuation which may leave us vulnerable to high soybean oil prices. Alternatively, we may choose not to engage in hedging transactions. As a result, our results of operations and financial conditions may also be adversely affected during periods in which soybean oil prices increase.

Hedging activities themselves can result in costs because price movements in soybean oil contracts are highly volatile and are influenced by many factors that are beyond our control. There are several variables that could affect the extent to which our derivative instruments are affected by price fluctuations in the cost of soybean oil. However, it is likely that commodity cash prices will have the greatest impact on the derivatives instruments with delivery dates nearest the current cash price. We may incur such costs and they may be significant.

Plant diseases, such as Asian soybean rust, could increase the cost and availability of feedstock thereby reducing our revenues. Our feedstock supply is highly dependant upon the availability and price of soybeans. Asian soybean rust is a plant fungus that attacks certain plants including soybean plants. Asian soybean rust is abundant in certain areas of South America, and its presence in the United States was recently confirmed. Left untreated, it can reduce soybean harvests by as much as 80%. Although it can be killed with chemicals, the treatment increases production costs for farmers by approximately 20%. Increases in production costs and reduced soybean supplies could cause the price of soybeans to rise and increase the cost of soybean oil as a feedstock to our plant. An increase in the cost of our feedstock supply would increase the cost of producing biodiesel and could decrease profits from operations.

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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 flows more readily in cold weather. According to industry sources such as the National Biodiesel Board, the pour point of 100% soy-based biodiesel is approximately 25ºF to 30ºF. The pour point for tallow-based biodiesel is approximately 61ºF. The pour point for #2 diesel fuel is approximately -30ºF. When diesel is mixed with soy-based biodiesel to make a 2% biodiesel blend, the pour point is -25ºF. Therefore, we believe we will need to blend soy-based biodiesel and animal fat-based biodiesel with petroleum diesel in order to provide a biodiesel product that will have an acceptable pour point in cold weather. Generally, biodiesel that is used in blends of 2% to 20% will provide an acceptable pour point for colder markets. In colder temperatures, lower blends are recommended to avoid fuel system plugging. This may cause the demand for biodiesel in colder markets to diminish during the colder months. The tendency of biodiesel to gel in colder weather may also result in long-term storage problems. At low temperatures, fuel may need to be stored in a heated building or heated storage tanks. This may result in a decrease of demand for our product in colder climates due to increased storage costs.

Automobile manufacturers and other industry groups have expressed reservations regarding the use of biodiesel, which could impact our ability to market biodiesel. Because it is a relatively new product, research on 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 affect our ability to market our product.

In addition, studies have shown that nitrogen oxide emissions from pure biodiesel increase by 10%. Nitrogen oxide is the chief contributor to ozone depletion or smog. New engine technology is available and is being implemented to eliminate this problem. However, these emissions may decrease the appeal of our product to environmental groups and agencies who have been historic supporters of the biodiesel industry. This could, in turn, cause a negative impression of our product by the public, resulting in a decrease in demand.

Competition from other diesel fuel lubricity additives for ultra low sulfur diesel may be a less expensive alternative to biodiesel, which would cause us to lose market share and reduce the value of your investment. The Environmental Protection Agency (EPA) has issued regulations requiring a reduction in the amount of sulfur in diesel fuel in order to improve air quality. These regulations affect all diesel fuel made available for retail sales and became effective in October 2006. The removal of sulfur from diesel fuel also reduces its lubricity which must be corrected with fuel additives, such as biodiesel, which has inherent lubricating properties. Our biodiesel plant is expected to compete with producers of other diesel additives made from raw materials other than soybeans but having similar lubricity values as biodiesel, such as petroleum-based lubricity additives. Many major oil companies produce these petroleum-based lubricity additives and strongly favor their use because they may be used in lower concentrations than

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biodiesel. In addition, much of the infrastructure in place is for petroleum-based additives. As a result, petroleum-based additives may be more cost-effective than biodiesel. Therefore, it may be difficult to market biodiesel as a lubricity additive, which could result in the loss of some of your investment.

We face substantially different risks in the biodiesel industry than do ethanol manufacturers, and you should not base your decision to invest upon any views based on any perceived successes of the ethanol industry. The ethanol industry enjoys over 3 billion gallons of annual domestic demand and a vast existing production, marketing and transportation network servicing a substantial demand. Conversely, in 2005, the biodiesel industry supplied only approximately 75 million gallons of fuel for domestic consumption. Ethanol is a substitute fuel for gasoline whereas biodiesel is a substitute for petroleum diesel. The entire diesel fuel market constitutes only about one-third of the gasoline market as a whole. Fifty-six percent of the diesel market is the trucking industry. Furthermore, diesel vehicles make up about only 4% of all passenger vehicle sales. Acceptance of biodiesel by consumers has been slow, and the biodiesel industry has faced opposition from the trucking industry and others in regard to legislative mandates for its use. In addition, the present marketing and transportation network must expand significantly before our biodiesel plant begins production. For example, unlike ethanol, biodiesel is often not readily available at pumps in gasoline stations. Therefore, we may be unable to market our biodiesel profitably.

In addition, we face a substantially different market than do ethanol producers for the supply of raw material. Manufacturers of ethanol often purchase raw grains directly from producers, which presents an almost unlimited supply from thousands of corn growers. We intend to purchase only raw or partially refined oils and fats from a very limited number of suppliers. Accordingly, we may be unable to obtain the necessary supply of raw materials and may be unable to operate at profitable levels.

The ethanol industry has historically enjoyed substantially more governmental support than the biodiesel industry on both the federal and state levels. Although the Energy Policy Act of 2005 enacted or extended certain tax credits for the biodiesel industry, such incentives had been previously available to the ethanol industry. In addition, various states offer other production subsidies for ethanol. Subsidies for ethanol make its production more profitable. These and other differences between the ethanol industry and the biodiesel industry make risk and investment comparisons between the two industries unreliable. You should base your decision to invest in us upon the factors affecting us and not upon the ethanol industry’s experiences.

Risks Related to Regulation and Governmental Action

Loss of favorable tax benefits for biodiesel production could hinder our ability to operate at a profit and reduce the value of your investment in us. Although the biodiesel industry has grown with few state or federal incentives, the incentives that do exist could be repealed at any time. On October 22, 2004, President Bush signed into law the American Jobs Creation Act of 2004, which created biodiesel tax credits. The biodiesel mixture credit and the biodiesel fuels credit were extended by the Energy Policy Act of 2005, and they are now set to expire on December 31, 2008. These tax incentives for the biodiesel industry may not continue, or, if

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they continue, the incentives may not be at the same level. The elimination or reduction of tax incentives to the biodiesel industry would likely reduce demand for biodiesel, which would reduce prices and revenues by making it more costly or difficult to produce and sell biodiesel. A significant change in price would likely result in the failure of our business and the potential loss of some or all of your investment.

We may be subject to extensive air, water and other environmental regulations and may need to obtain a number of environmental permits to construct and operate the facility. In addition, biodiesel producers are required to satisfy the fuel quality standards of the EPA. We have not applied for any of these permits, but we anticipate we will do so before beginning construction. We do not anticipate a problem receiving all required environmental permits. However, if for any reason we are unable to obtain any of these permits, construction costs for the facility may increase or we may not be able to construct the facility at all. Additionally, 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 invest or spend considerable resources to comply with future environmental regulations or new or modified interpretations of those regulations, which may reduce profitability and result in the loss of some or all of your investment.

Risks Related to the Common Shares and Warrants

Neither the exercise price of the warrants nor the offering price of the selling shareholders’ shares are based on market prices. The exercise price of the warrants was determined by management based upon management’s assessment of business prospects and required equity capital. It reflects management’s opinion relating to the future and may not be indicative of future market prices of the warrants or the underlying shares, revenues or profitability. The price at which selling shareholders will offer their shares prior to quotation of the shares on the OTC Bulletin Board was determined by the selling shareholders and may not be indicative of future market prices of the shares, revenues or profitability.

Future sales of shares by substantial shareholders may adversely affect the price of shares. Assuming the exercise of all 60,000 warrants which may be exercised, 16,332,960 Common Shares will be registered and available for public sale. The remaining outstanding Common Shares, including the 98,500 Class B Common Shares which may be converted to Common Shares, numbering 3,770,500 are “restricted securities” as defined in Rule 144 promulgated under the Securities Act of 1933. The restricted shares constitute approximately 23% of the issued and outstanding Common Shares, including Common Shares which would be issued upon the exercise of the warrants and conversion of the Class B Common Shares. Sales of securities by our affiliates may also be subject to Rule 144 resale limitations. Rule 144 provides a safe harbor from registration requirements for some sales of restricted securities or securities held by affiliates. In general, under Rule 144, if adequate public information on Gold Ribbon is available, beginning 90 days after the date of this prospectus, a person who has satisfied a 6-month holding period may sell, during any 3-month period, up to the greater of 1% of the then outstanding Common Shares or the average weekly trading volume during the four calendar weeks prior to such sale. Sales under Rule 144 are also subject to restrictions relating to manner of sale and notice. Sales of restricted securities by

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a person who is not an affiliate of Gold Ribbon under the Securities Act of 1933 and who has satisfied a 1-year holding period may be made without regard to volume limitations, notice or other requirements of Rule 144. Management is unable to predict the effect that sales made pursuant to Rule 144 or other exemptions under the Securities Act of 1933 may have on the prevailing market price of the registered Common Shares, or when such sales may begin under Rule 144.

No public trading market exists for our Common Shares or warrants. There is currently no established public trading market for the securities, and an active trading market may not develop despite the distribution. Even if a market develops, we anticipate it will have a low volume of trading activity. Consequently, it will be difficult to liquidate your investment.

Investors will experience immediate and substantial dilution. Our founding members paid substantially less per share for our Common Shares than the sale price to the seed capital investors or exercise price of the warrants and the seed capital investors paid substantially less per share than the exercise price of the warrants established by this prospectus. Accordingly, if you purchase Common Shares, you will experience immediate and substantial dilution of your investment.

There is no assurance that we will pay dividends, which means an investor may receive little or no return on the investment. Dividends are payable at the sole discretion of the Company’s board of directors, subject to the provisions of the Kansas Business Corporation Act, the Delaware General Corporation Law and the requirements of creditors. We do not know the amount of cash that we will generate, if any, once we begin operations. Cash dividends are not assured, and we may never be in a position to pay dividends. See “Description of Common Shares.” Our board may elect to retain future profits to provide operational financing for the facility, debt retirement and possible facility expansion or the construction of additional facilities. This means that you may receive little or no return on your investment and be unable to liquidate your investment due to lack of a public trading market.

Risks Related to Conflicts of Interest

Directors and officers of Gold Ribbon Holdings and the Operating Company have other business and management responsibilities which may cause conflicts of interest in the allocation of their time and services to our project. Our directors and officers have other management responsibilities and business interests apart from the project. Therefore, our directors and officers may experience conflicts of interest in allocating their time and services between the Company and their other business responsibilities. In addition, conflicts of interest may arise as the directors and officers, who hold all of our Class B Common Shares and a substantial percentage of our Common Shares, may substantially influence business and management.

We may have conflicts of interest with Smiling Earth Energy and any marketer hired, which may cause difficulty in enforcing claims against these service providers. We expect that one or more employees of these companies will advise the Company’s directors in the construction, management and operations of the facility. It is possible that Smiling Earth Energy or other service providers may purchase Common Shares or warrants. There is no assurance that arrangements with such parties are as

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favorable to us as could have been if obtained from unaffiliated third parties. In addition, because of the extensive roles that these companies will have in the construction and operation of the proposed facility, it may be difficult or impossible to enforce claims that the Company may have against them. Such conflicts of interest may reduce profitability and the value of the Common Shares and warrants and could result in reduced dividends to investors.

Smiling Earth Energy and other service providers may also have conflicts of interest because their or their affiliates’ employees or agents are involved as owners, creditors and in other capacities with other biodiesel plants in the United States. We cannot require Smiling Earth Energy, other service providers or their affiliates to devote their full time or attention to activities of the Company. These firms may put their own interests or competitors’ interests ahead of ours. As a result, they may have conflicts of interest in allocating personnel, materials and other resources to our facility and operations.

The board of directors will not have independent directors as defined by the North American Securities Administrators Association (NASAA). The NASAA definition of independent director provides that any director who has helped promote, develop or found a company such as ours is not independent.

FORWARD LOOKING STATEMENTS

Throughout this prospectus, we make “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,” “should,” “could,” “future,” “intend,” “plan,” “anticipate,” “estimate,” “predict,” “hope,” “potential,” “continue,” “believe,” or “expect” or other similar expressions. These forward-looking statements generally relate to plans and objectives for future operations and are based upon management’s reasonable assumptions and estimates of future results or trends. Although we believe that our plans and objectives reflected in or suggested by such forward-looking statements are reasonable, we may not achieve such plans or objectives. Actual results may differ from projected results due, but not limited to, unforeseen developments, including developments relating to the following:

• the exercise of sufficient warrants to fund the equity portion of the proposed facility;

• obtaining necessary debt financing;

• constructing the proposed facility;

• actions taken or not taken by third parties, including the intended supplier of technology, design and construction services;

• increasing competition in the biodiesel industry; and

• other factors discussed under the section entitled “Risk Factors” or elsewhere in this prospectus.

You should read this prospectus completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements contained in this prospectus have been compiled as of the date of this prospectus and should be evaluated with consideration of any changes occurring after the date of this prospectus. Except as required under federal securities laws and SEC rules and regulations, we will not update forward-looking statements even though our situation may change in the future.

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PLAN OF DISTRIBUTION

On the date of this prospectus, or promptly thereafter, Gold Ribbon will sell 750,000 Common Shares and 2,986,000 warrants to Monogenesis, a closed-end registered investment company. In turn, Monogenesis will dividend 597,200 of those Common Shares and all of the warrants to its shareholders of record as of the date of this prospectus. The Monogenesis shareholders are to receive 200 Common Shares and 1,000 warrants for each share of Monogenesis stock held by them on the record date. It is the intention that at the completion of the dividend distribution, Gold Ribbon will be a public company with a substantial shareholder base without having to sell shares in a traditional initial public offering. Monogenesis will retain the 152,800 Common Shares as compensation for dividending the shares and warrants to its shareholders. Monogenesis expects to sell the shares periodically.

The Walker Group, Inc., which is controlled by P. Bradley Walker, an officer of Monogenesis, Joseph Walker, who controls two shareholders Joseph Walker & Sons, Inc. and Walker Land Company, and an individual, Aldophus Dubose, are the only beneficial holders of 5% or more of Monogenesis stock. P. Bradley Walker, The Walker Group, Inc., Joseph Walker and Aldophus Dubose are deemed to be underwriters.

As consideration in addition to agreeing to effect the dividend distribution, Monogenesis will purchase the 750,000 Common Shares at a price of $0.01 each and the warrants at a price of $0.001 each. The price was determined by Monogenesis and management of Gold Ribbon. As of the date of this prospectus, Gold Ribbon will record $97,500 in expense and as additional paid in capital based on the estimated fair value of the 750,000 Common Shares and 2,986,000 warrants issued to Monogenesis less the price Monogenesis paid for the shares and warrants. The estimated fair value used to calculate the expense is based on the purchase price of shares in the private placement in which the Operating Company raised $285,000. The warrants which require purchase of shares at higher than the current estimated fair value are estimated at the price paid by Monogenesis. Monogenesis will retain the shares not distributed as compensation for effecting the distribution. The following tables describe the compensation received by Monogenesis and the estimated offering expenses to be paid by us:

Shares from Gold Ribbon (1)	Estimated Value		Less Purchase Price Paid by Monogenesis		Total Expense
750,000 Common Shares	$	105,000	$	7,500	$	97,500
2,986,000 Warrants (2)	$	2,986	$	2,986	$	0
Total Compensation					$	97,500

(1) The numbers listed include the Common Shares and warrants which Monogenesis will dividend to its shareholders.

(2) Management believes that the value of the warrants is nominal and therefore the most representative value at this point is the amount paid by Monogenesis.

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Offering Expenses	Estimated Amount
Registration fee	$	2,358
Transfer Agent fees		5,000
Printing and filing costs		30,000
Legal fees		115,000
Accounting fees		55,000
Other underwriting fees	$	192,780
Total Offering Expenses	$	400,138

Monogenesis will own approximately 2% of the outstanding Common Shares of Gold Ribbon after the dividend. Through the dividend of the Common Shares and warrants by Monogenesis and the periodic sale of shares by shareholders the hope is to create a public trading market in the Common Shares. We hope that a public market for the shares will facilitate access to public markets and equity capital for future capital expenditures and working capital and provide liquidity for existing shareholders.

Since Monogenesis is purchasing Common Shares and warrants with the intent to dividend distribute them, it is deemed an underwriter under the Securities Act of 1933. An underwriter is a person who purchases securities from an issuer with a view to the distribution of such securities. Monogenesis is not a broker-dealer and has not participated in any traditional underwritings. It is registered as a closed-end investment company under the Investment Company Act of 1940 and was formed to provide a mechanism for companies to become reporting companies under the Securities Exchange Act of 1934 in transactions similar to the distribution described in this prospectus. Monogenesis completed one such distribution in 1992, two in 1997 and one in 2002.

Gold Ribbon has agreed to indemnify Monogenesis against any liability arising out of a breach of any representation, warranty or covenant made by us or our shareholders in the agreement with Monogenesis.

Shareholders of Monogenesis that receive Common Shares and warrants from Monogenesis will receive such securities as a dividend. No holder of Monogenesis stock will be required to pay any cash or other consideration for the shares or the warrants received as a dividend or surrender or exchange Monogenesis stock in order to receive the Common Shares and warrants. The receipt of the Common Shares and warrants by the Monogenesis shareholders is a taxable event and the shareholders will be required to recognize the value of such shares as income.

Holders of the warrants will be required to pay the exercise price to exercise the warrants. Upon any exercise of their warrants, Monogenesis shareholders will be required to recognize the difference between the exercise price and the fair market value of the Common Shares received on that date as income. Persons receiving Common Shares and warrants as a dividend from Monogenesis should consult with their own tax advisors regarding the tax effects.

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Shareholders, including the recipients of Common Shares or warrants distributed by Monogenesis, will be able to sell their shares and warrants which are registered, at any time, although the sale of securities by affiliates is limited and will generally be subject to Rule 144 under the Securities Act of 1933. Monogenesis does not believe that any person who receives shares or warrants as a dividend will be an affiliate. It is expected that registered Common Shares or warrants will be sold through the selling efforts of brokers or dealers. There is no agreement with any specific brokers or dealers relating to the Common Shares or the warrants nor has any plan of distribution or sale of the Common Shares or warrants been developed, other than the dividend distribution to Monogenesis shareholders described in this section and a proposed filing by Spartan Securities Group, Ltd. as a market maker for the shares and warrants. Spartan Securities Group, Ltd. has received 75,000 Common Shares and 1,000,000 Warrants as a fee for services in connection with the valuation of the warrants.

Shareholders who hold registered Gold Ribbon Common Shares or warrants may sell them:

• to purchasers directly,

• in ordinary brokerage transactions and transactions in which the broker solicits purchasers,

• through underwriters or dealers who may receive compensation in the form of underwriting discounts, concessions or commissions from such shareholders or from the purchasers of the securities for whom they may act as agent,

• by the pledge of the Common Shares or warrants as security for any loan or obligation, including pledges to brokers or dealers who may effect distribution of the Common Shares or warrants or interests in such securities,

• to purchasers through a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus,

• in a block trade in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate a transaction,

• through an exchange distribution in accordance with the rules of the exchange or in transactions in the over-the-counter market, or

• pursuant to Rule 144.

Such sales may be made at then prevailing prices and terms which may be related to the then current market price or at negotiated prices and terms. Until the Common Shares are listed on the OTC Bulletin Board, the selling shareholders will offer their shares under this prospectus at a price of $0.14 per share. In effecting sales, brokers or dealers may arrange for other brokers or dealers to participate.

Shareholders that sell their Common Shares or warrants or their successors in interest, and any underwriters, brokers, dealers or agents that participate in the distribution of the shares and warrants held by such shareholders, may be deemed “underwriters” within the meaning of the Securities Act of 1933, and any profit on the sale of securities by them and any discounts, concessions or commissions received by any of them may be deemed to be underwriting commissions or discounts under the 1933 Act.

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Gold Ribbon has agreed to pay all expenses incident to the registration of shareholders’ Common Shares and warrants other than underwriting discounts or commissions, brokerage fees and the fees and expenses of counsel to such shareholders, if any. We will not receive any proceeds from the sale of Common Shares or warrants by the shareholders. In the event of a material change in the information disclosed in this prospectus, the shareholders will not be able to effect transactions in the Common Shares and warrants pursuant to this prospectus until a post-effective amendment to the registration statement is filed with, and declared effective by, the Securities and Exchange Commission.

We became subject to the reporting requirements of the Securities Exchange Act of 1934 on the date of this prospectus. Our first report under the 1934 Act will be due _________ ____, 2008. A market maker is applying for quotation of the shares and warrants on the OTC Bulletin Board.

ESTIMATED USE OF PROCEEDS

The cash proceeds of $10,486 derived from the sale of the Common Shares and warrants to Monogenesis will be used to pay the expenses of registering the Common Shares and warrants. Gold Ribbon will not receive any proceeds from the sale of Common Shares or warrants by the selling shareholders.

To the extent that the warrants are exercised, we will use all proceeds received to pay organizational and registration expenses, to purchase the land and to construct and commence operation of a 40 million gallon per year biodiesel plant. We estimate that the total capital expenditures to complete construction of this facility to commence its operations will be approximately $53,250,000. Consequently, unless a sufficient number of the warrants (53,250) are exercised, which would result in $53,2500,000 in proceeds, we will have to obtain additional capital which may be in the form of loans from financial institutions. If all of the warrants which may be exercised are exercised, which would result in $60,000,000 in proceeds, we will have additional working capital available for operations.

The total project cost of $53,250,000 is a preliminary estimate primarily based upon the experience of Ascendant Partners, who completed our feasibility study and Smiling Earth Energy in its preliminary design work. As a result, our anticipated total project cost is not a firm estimate and is expected to change from time to time as the project progresses.

The following table describes the proposed use of proceeds. The actual use of funds will be based upon contingencies, such as the estimated cost of plant construction, the regulatory permits required and the cost of debt financing and inventory costs, which are driven by the market. Therefore, the following figures are intended to be estimates only, and the actual use of funds may vary significantly from the descriptions given below depending on contingencies such as those described above. The following table assumes that 100% of the warrants to be issued in connection with the registration which may be exercised (60,000) are exercised. It is uncertain whether and, if at all, to what extent the warrants will be exercised. In the event that not all of the 60,000 warrants are exercised, we will have to operate with less working capital and/or find additional funds either through sale of additional equity or incur debt. This additional funding may not be available.

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Use	Amount		Percent of Estimated Total
Land Cost	$	370,000	*
Pre-Construction Costs
Engineering Fees		150,000	*
Permits and Licenses		380,000	1	%
Design		575,000	1	%
Construction Costs
Contractor Fees		300,000	*
Supervisory Fees		800,000	1	%
Site Work		462,500	1	%
Process Building		2,025,000	3	%
Tank Farm		4,855,100	8	%
Loading Rack and Metering		1,616,000	3	%
Biodiesel Plant		34,035,000	57	%
Office Building		382,500	1	%
In-House Testing Lab		400,000	1	%
Expected Salaries and Benefits - 1st Year		1,230,000	2	%
Registration and Organizational Costs		420,000	1	%
Working Capital		11,998,900	20	%
Total	$	60,000,000	100	%

* less than 1%

ESTIMATED SOURCES OF FUNDS

The following tables set forth estimates of sources of funds, depending upon the number of warrants exercised and amount of debt required to achieve the amount estimated to be needed to complete the facility and common operations, including initial working capital. If the entire $60,000,000 is received, we will have additional working capital.

75% of warrants available for exercise exercised

Sources of Funds	Required Funds		Percent of Total
Warrant Proceeds	$	45,000,000	84	%
Debt		8,250,000	16	%
Total	$	53,250,000	100	%

50% of warrants available for exercise exercised

Sources of Funds	Required Funds		Percent of Total
Warrant Proceeds	$	30,000,000	56	%
Debt		23,250,000	44	%
Total	$	53,250,000	100	%

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33% of warrants available for exercise exercised

Sources of Funds	Required Funds		Percent of Total
Warrant Proceeds	$	20,000,000	38	%
Debt		33,250,000	62	%
Total	$	53,250,000	100	%

CAPITALIZATION

We have issued a total of 7,092,000 Common Shares to our founders and seed capital investors. We have total proceeds from those two private placements of $348,923. If the minimum warrant exercise of $20,000,000 is attained, we will have total proceeds of $20,062,403 at the end of the exercise period of the warrants, less offering expenses. If the maximum warrant exercise of $60,000,000 is attained, we will have total proceeds of $60,462,403 at the end of the exercise period of the warrants, less estimated expenses of $400,000.

Capitalization Table

The following table sets forth our capitalization at September 30, 2007, which is unaudited, on an actual and pro forma basis to reflect the shares offered which may be revised upon exercise of the warrants.

				Pro Forma (1)
	Actual			Minimum			Maximum
Capital Stock	$	334,799		$	20,062,403		$	60,062,403
Accumulated deficit		(146,637	)		(258,762	)		(258,762	)
Total stockholder’s equity		188,162			19,803,641			59,803,641
Total Capitalization (2)	$	188,162		$	19,803,641		$	59,803,641

(1) As adjusted to reflect gross proceeds from exercise of the warrants less estimated costs of $400,000, proceeds from shares issued upon effectiveness and prior to securing a debt financing commitment, if necessary.

(2) In order to fully capitalize the project, we may also need to obtain debt financing of up to $33,250,000 depending on the amount raised by exercise of the warrants and less any other types of funds or financing we can obtain.

DILUTION

As of January 15, 2008, Gold Ribbon Holdings had 7,092,000 outstanding Common Shares and 98,500 outstanding Class B Common Shares, which were issued to the founders and seed capital investors in exchange for all of their stock in our subsidiary. Each shareholder of the subsidiary received 7.2 Common Shares for each share of the Operating Company held and one Class B Common Share for each 10 shares of the Operating Company held. They had paid an aggregate of $348,923 for this stock in private placements, the founders at a rate of $0.082 for each share in the Operating Company and the seed capital investors at a rate of $1.00 for each such share prior to the exchange of shares.

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An investor purchasing Common Shares through exercise of warrants will receive Common Shares diluted by the prior purchase of Common Shares and Class B Common Shares by founding shareholders, seed capital investors and shares issued to Monogenesis. We have sold Common Shares and Class B Common Shares to founding shareholders, the seed capital investors and to Monogenesis at prices substantially below the exercise price under the warrants. The presence of this previously sold stock will dilute the relative ownership interests of the Common Shares sold upon exercise of warrants because these earlier investors received a relatively greater share of equity for less consideration than investors are paying for Common Shares issued upon exercise of warrants. All those exercising warrants will notice immediate dilution. The following table shows the dilution to warrant holders upon exercise of the minimum and maximum number of warrants.

	Minimum ($20,000,000)(1)			Maximum ($60,000,000)(1)
Net tangible book value per share at September 30, 2007	$	0.01		$	0.01
Increase in pro forma net tangible book value per share (2)	$	1.63		$	2.96
Pro Forma net tangible book value per share as adjusted for sale of stock	$	1.64		$	2.97
Dilution to new investors in this offering	$	(3.36	)	$	(2.03	)

(1) The minimum and maximum number of shares is circumscribed by the minimum exercise of 2,000 warrants for a total amount of $20,000,000 and maximum exercise of 6,000 warrants for a total amount of $60,000,000, less estimated remaining offering costs of $282,210. Total offering costs for the registered offering are estimated at $400,000.

(2) In addition to the warrant exercise referred to above, the pro forma net tangible book value also includes 911,460 shares that we expect will be purchased upon effectiveness of this offering for an aggregate amount of $127,604. The related compensation cost for the difference in the amount paid and the value of those shares is included in this computation. No other expenses since September 30, 2007 are considered in this computation.

We may seek additional equity financing in the future, which may cause additional dilution to investors. If we sell additional Common Shares or warrants to purchase additional Common Shares, the sale or exercise price could be higher or lower than the exercise price of the warrants.

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MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

This prospectus contains forward-looking statements that involve risks and uncertainties. Actual events or results may differ materially from those indicated in such forward-looking statements. The following discussion of the financial condition and our plan of operation should be read in conjunction with the financial statements and related notes thereto included elsewhere in this prospectus.

Overview

Our subsidiary, Gold Ribbon Bio Energy Co., was formed under the laws of Kansas on September 12, 2005 (under the original name U.S. Bio Energy, Inc.) for the purpose of constructing and operating a plant to produce biodiesel, and its co-product glycerin. Gold Ribbon Bio Energy Holdings Inc. was formed as the holding company of Gold Ribbon Bio Energy Co. on August 29, 2007, under Delaware law to take advantage of the body of law developed for Delaware corporations.

Gold Ribbon is a development-stage company with no operations. It will not generate any revenue until the proposed 40 million gallon per year biodiesel manufacturing facility is completely constructed and operational.

Gold Ribbon is currently using office space at 101 E. Industrial Drive in Sedgwick, Kansas which is the office space of Tim R. Schwab, Inc. and TRS Trucking, which are businesses of a significant shareholder and founder of Gold Ribbon under an oral lease. Gold Ribbon does not pay a fee for these offices at this point (although that is expected to change), but the terms of the agreement permit either party to terminate it at any time.

The two founders and significant shareholders of Gold Ribbon, Timothy Schwab and Richard Hageman, contributed capital of $63,923 to Gold Ribbon Bio Energy Co. for shares for its initial capitalization. The Operating Company subsequently raised an additional $285,000 from the sale of shares in a private placement in which seventeen persons purchased shares. These initial funds were used to pay for organization expenses, a feasibility study, acquire an option to purchase a proposed site for the facility, initial design and concept work, legal accounting and other expenses.

Gold Ribbon had a feasibility study prepared by Ascendant Partners. The feasibility study was completed on January 10, 2007 and indicated that the proposed facility was viable.

We have identified an approximately 60-acre tract of vacant land northwest of Hesston, Harvey County, Kansas for construction of the planned facility. We have entered into an Option to Purchase Agreement with the owners of the site which is located on North Emma Creek Road. This option allows us to purchase all 60 acres for eighteen months at any time prior to September 29, 2008, for a purchase price of $6,000 per acre, or approximately $360,000. We will perform due diligence during that time period. We paid $1,000 for this option for six months, an additional $5,000 is due after the end of the sixth month with another $10,000 due after the end of the twelfth month, to be credited against the purchase price for the property if purchased. We currently do not have sufficient funds to exercise our option unless part of our financing plan comes to fruition.

We engaged Smiling Earth Energy to perform design work necessary to define the concepts already established in our discussions and the feasibility study, establish dimensional relationships, define electrical and mechanical systems and requirements, establish infrastructure and utility requirements, identify and define other essential elements of the project and estimate a budget for completion of the facility.

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According to the National Biodiesel Board and Ascendant Partners, the biodiesel manufacturing industry is experiencing rapid growth and new plant construction or decreases in demand for biodiesel may result in excess production capacity which could have an impact upon our ability to operate profitably. Excess capacity in the biodiesel industry may lead to increased competition for feedstock and decreased market prices for biodiesel and glycerin, which means that the Company may be unable to acquire the feedstock needed at an acceptable price. In addition, if excess capacity occurs, the Company may be unable to market products at profitable prices. Additionally, the biodiesel industry is becoming increasingly competitive and Gold Ribbon will have to compete with larger, better financed entities who supply their own feedstock which could impact the ability to operate profitably. This means there is no assurance that Gold Ribbon will be able to compete effectively in the biodiesel industry. As a result of the increased growth and competition in the industry, Gold Ribbon may operate at a loss, which would decrease the value of any investment.

Plan of Operations Until Start-Up of Biodiesel Plant

Gold Ribbon is a development stage company with no prior operating history. However, we have raised funds from our founding members and a seed capital offering of $285,000. Out of this money we financed our seed capital offering, paid Ascendant Partners to do a formal feasibility study, paid Smiling Earth Energy for its preliminary design services and entered into an option to purchase our proposed site. In addition, we have used initial capital for development costs including legal fees, accounting fees and other miscellaneous expenses. Additionally, we anticipate using these funds to defray the development costs, office expenses, marketing expense, legal expense, accounting and other consulting fees. When the equity funding is complete, any remaining funds and resources will be rolled into operating funds. However, currently, we do not anticipate expending significant funds or entering into additional contractual obligations with any other party until the dividend of the shares and warrants is complete and exercise of the warrants available for exercise with proceeds totaling at least $20,000,000.

We expect to spend at least the next several months focused on: (1) project capitalization; (2) site acquisition and development; and (3) plant construction and start-up operations. Assuming the successful completion of the dividend distribution, exercise of sufficient warrants to receive proceeds of at least $20,000,000 and obtaining any necessary debt financing, we expect to have sufficient cash on hand to cover costs associated with construction of the facility, including site acquisition and development, utilities, construction and equipment acquisition, and initial operating expenses. We estimate that we will need approximately $53,250,000 to complete the facility, commence operations and pay estimated salaries and benefits for the first year.

Project capitalization

We raised $348,923 from founding shareholders and in the seed capital offering. Warrants for at least 4,000,000 Common Shares, which would result in $20,000,000 in capital for us, must be exercised in order for us to have adequate equity to obtain necessary debt financing to finance the construction of the facility and commencement of operations. We currently have no commitment from a lender to provide such debt financing, but we believe if $20,000,000 is raised from the exercise of warrants, we will be able to find debt financing from a bank or other financial institution lender on suitable terms.

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A debt financing commitment only obligates the lender to lend us the debt financing that we need if we satisfy all the conditions of the commitment. These conditions may include, among others, the total cost of the project being within a specified amount, the receipt of engineering and construction contracts acceptable to the lender, evidence of the issuance of all permits, acceptable insurance coverage and title commitment, the contribution of a specified amount of equity and attorney opinions. We have not identified a lender or entered into any agreements with any lender for the project. At this time, we do not know what business and financial conditions will be imposed on us. We may not satisfy the loan commitment conditions before closing, or at all. If this occurs we may:

• commence construction of the plant using all or a part of the equity funds raised while we seek another debt financing source;

• hold the capital funds raised from exercise of warrants indefinitely while we seek another debt financing source;

• hold the capital funds raised from exercise of warrants while we seek additional equity capital or other alternative financing; or

• dissolve and liquidate our assets in accordance with our Delaware law, which would mean the amount returned to those exercising warrants would be significantly diluted.

While the foregoing alternatives may be available, we do not expect to begin substantial plant construction activity before the warrants generating at least $20,000,000 in proceeds are exercised (or receiving the same level of equity capital from a different issuance) and we obtain a loan commitment and the conditions for closing the loan have occurred, because it is very likely that Smiling Earth Energy and any lending institution will prohibit substantial plant construction activity until such conditions are met. We expect that proceeding with plant construction prior to receiving $20,000,000 from exercise of the warrants (or receiving the same level of equity capital from a different issuance) and satisfaction of the loan commitment conditions or closing the loan transaction could cause us to abandon the project. As a result, you could lose all or part of your investment.

If not a sufficient amount of proceeds are received or we do not otherwise meet our financing plan, we may, if feasible, change the design or scale of our proposed facility in order to reduce the necessary amount of capital to complete the facility; provided, however, that if at least $20,000,000 has not been received from exercise of the warrants, Gold Ribbon will return 90% of the funds received from exercise of the warrants.

Please refer to the section of the prospectus entitled, “Risk Factors – Risks Related to Financing Plan,” for a discussion of the risks involved in project capitalization.

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Site acquisition and development

After the distribution, we expect to continue working principally on the preliminary design and development of the proposed biodiesel facility, the acquisition and development of the proposed plant site in Hesston, Kansas, obtaining the necessary construction permits, beginning dirt work on the proposed site, identifying potential sources of debt financing and negotiating the construction, feedstock procurement, biodiesel and glycerin marketing, utility and other contracts. We plan to fund these activities and initiatives using the $342,600 previously raised from founding shareholders and in the seed capital offering. We believe that our existing funds will permit us to continue our preliminary activities until our financing plan is finalized. If we are unable to close on this offering by that time or otherwise obtain other funds, we may need to discontinue operations.

For a detailed discussion of the proposed site, see “Business – Proposed Facility Site” at page 39.

Plant construction and start-up of plant operations

We expect to complete construction of the proposed plant and commence operations approximately 12 months after the later receiving $20,000,000 from exercise of the warrants (or receiving an equal amount of capital through other issuances) and obtaining a commitment for the necessary capital contribution. Our work will include completion of the final design and development of the plant. We also plan to negotiate and execute finalized contracts concerning the construction of the plant, provision of necessary water, natural gas and other power sources, feedstock procurement agreements and marketing agreements for biodiesel and glycerin. Assuming the successful completion of this offering and obtaining necessary debt financing, we expect to have sufficient cash on hand to cover construction and related start-up costs necessary to make the plant operational.

Employees

We currently have no employees other than our officers, Timothy Schwab and Richard Hageman, who are not compensated for service as officers. We expect to hire approximately 24 full-time employees as needed as we begin plant operations.

Liquidity and Capital Resources

As of September 30, 2007, we had total assets of $209,153 consisting primarily of cash, prepaid expenses and deferred offering costs. As of the same date, we had current liabilities of $20,991 consisting of accounts payable. Since our inception through September 30, 2007, we have an accumulated deficit of $146,637, primarily due to start-up business costs. Total liabilities and shareholders’ equity as of September 30, 2007, was $209,153. Since our inception, we have generated no revenue from operations.

Based on our business plan and current construction cost estimates, we believe the total project will cost approximately $53,250,000. We raised $348,923 from the founding shareholders and in the seed capital offering offset by $14,124 in offering costs. In addition, we are seeking to raise a minimum of $20,000,000 from the exercise of warrants. Including the funds we raised from

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founding shareholders and in the seed capital offering and depending on the level of equity raised from the exercise of warrants and the amount of grants and other incentives awarded to us, if not all warrants available for exercise are exercised, we expect to require debt financing.

We hope to attract the senior bank loan from a major bank, perhaps with participating loans from other banks, to construct the proposed biodiesel facility. We expect the senior loan will be a construction loan secured by all real property, receivables and inventories. We plan to pay near prime rate on this loan, plus annual fees for maintenance and observation of the loan by the lender. However, there is no assurance that we will be able to obtain debt financing or that adequate debt financing will be available on the terms currently anticipated. If we are unable to obtain senior debt in an amount necessary to fully capitalize the project, we may have to seek subordinated debt financing which could have less favorable terms and could require us to issue additional securities on less favorable terms to us than the securities issued in connection with the dividend. Such less favorable terms or the issuance of securities could reduce the value of the Common Shares.

We do not have contracts or commitments with any bank, lender or financial institution for debt financing. Completion of the project relies entirely on our ability to attract these loans and close on this offering.

Trends and Uncertainties That May Affect Management’s Plan of Operation

Growth and Increased Competition in the Biodiesel Industry

According to the National Biodiesel Board, the biodiesel manufacturing industry is experiencing rapid growth. In 2005, approximately 75 million gallons of biodiesel were produced in the United States. However, many biodiesel plants do not operate at full capacity, and the National Biodiesel Board estimated the current dedicated biodiesel production capacity of the plants that produced the 75 million gallons in 2005 was approximately 365 million gallons per year. Nevertheless, as of January 31, 2007, the National Biodiesel Board estimated there were 105 biodiesel plants in existence with 864 million gallons of annual production capacity and an additional 1.7 billion gallons of annual production capacity under construction as of such date.

There is currently estimated to be 60 billion gallons per year of domestic diesel fuel consumption. Assuming all domestic diesel consumed were to use a 2% biodiesel blend, there is potential demand for approximately 1.2 billion gallons of biodiesel annually, but approximately 2.5 billion gallons of annual production capacity either currently exists or is under construction. Consequently, there may soon be excess capacity.

Excess capacity in the biodiesel industry may lead to increased competition for feedstock and decreased market prices for biodiesel. Biodiesel production requires significant amounts of soybean oil and animal fat. Gold Ribbon does not have any long-term commitments to acquire soybean oil and other inputs for biodiesel production. If overproduction of biodiesel occurs, we will face increased competition for feedstock which means we may be either unable to acquire the feedstock that we need or unable to acquire them at reasonable prices. In addition, if excess capacity occurs, we may also be unable to market products at profitable prices. If the

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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 Gold Ribbon can sell biodiesel will negatively impact future revenues. Increased expenses and decreased sales prices for biodiesel may result in operating losses, which would decrease revenues and result in the loss of some or all of investments.

Commodity groups in the Midwest and the enactment of favorable federal and state legislation have encouraged the construction of biodiesel plants, and there are numerous other entities considering the construction of biodiesel plants. The biodiesel industry may become more competitive given the substantial construction and expansion that is occurring in the industry. Currently, there are no operating biodiesel plants in Kansas or biodiesel plants under construction, although there are some near Kansas in bordering states. We are aware of three other proposals to build biodiesel plants in Kansas.

In addition, investors should understand that we face a competitive challenge from larger biodiesel plants and from biodiesel plants owned and operated by the companies that we anticipate would supply our feedstock. These competitors will be capable of producing significantly greater quantities of biodiesel than the amount we will produce. Furthermore, some competitors may not face the same competition we do for feedstock as the companies that own them are suppliers of the feedstock. In light of such competition, there is no assurance that we will be able to compete effectively in the industry. We may generate losses as a result, which would decrease the value of Gold Ribbon stock.

Competition from other sources of fuel may adversely affect the ability to market biodiesel.

Although the price of diesel fuel has increased from its level several years ago, diesel fuel prices per gallon remain at levels below the price of biodiesel. In addition, other more cost-efficient domestic alternative fuels may be developed and displace biodiesel as an environmentally-friendly alternative. If diesel prices do not further increase, government incentive programs are eliminated or reduced or a new fuel is developed to compete with biodiesel, it may be difficult to market our biodiesel, which could result in the loss of some or all of an investment.

Critical Accounting Estimates

Management expects to use estimates and assumptions in preparing 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. Significant estimates include the deferral of expenditures for offering costs, which are dependent upon successful financing of the project. The costs incurred to raise equity financing are deferred until that financing occurs. At the time of issue of new equity, these costs are netted against the equity proceeds received. Alternatively, if the equity financing does not occur, we will expense the offering costs. It is at least reasonably possible that this estimate may change in the near term.

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Grants, Government Programs and Tax Increment Financing

Currently, there are limited numbers of grants, loans and forgivable loan programs available to biodiesel producers. We anticipate applying for those programs that are available. Although we may apply under several programs simultaneously and may be awarded grants or other benefits from more than one program, it must be noted that some combinations of programs are mutually exclusive. Under some state and federal programs, awards are not made to applicants in cases where construction of the project has started prior to the award date. There is no guarantee that applications will result in awards of grants or loans. In addition, even if a grant is awarded, if we do not meet the conditions or criteria of the grant, we will not receive the grant funds.

BUSINESS

Gold Ribbon is a development-stage company with no operating history or revenues. The holding company and the issuer of the Common Shares and warrants, Gold Ribbon Bio Energy Holdings Inc., was formed on August 29, 2007 in Delaware as the holding company of Gold Ribbon Bio Energy Co., formerly U.S. Bio Energy, Inc., a Kansas corporation that was formed on September 12, 2005. The holding company received all of the shares of the Operating Company in exchange for shares of its stock effective October 10, 2007. The holding company was formed to be the public company and was formed as a Delaware corporation to take advantage of the body of law developed for Delaware corporations.

Gold Ribbon’s current principal address and location is 101 E. Industrial Drive, Sedgwick, Kansas 67135, telephone number is (316) 772-9055.

We estimate that it will take 12 months from the later of the time we receive at least $20,000,000 in equity capital, whether from exercise of the warrants or another source, and enter an agreement with a lender to provide in debt financing, to complete construction of the plant and begin operations. Based on current plans, we anticipate the plant would not commence operations earlier than ___________, 2009.

Product - Biodiesel

If we are able to capitalize the project as described in our financing plan above, we will use the offering proceeds to build and operate a 40 million gallon per year biodiesel plant that we anticipate will be located near Hesston, Kansas, on an approximately 60 acre site. We expect the biodiesel plant to annually process approximately 40 million gallons of a combination of soybean oil and animal fats to produce approximately 37 – 40 million gallons of biodiesel and 26 – 29 million pounds of crude glycerin per year. Biodiesel has a strict standard for use in diesel vehicles or as an energy source for oil fired furnaces and water heating. Wholesale biodiesel is sold to refiners and wholesale petroleum distributors for blending in diesel fuel or fuel oil that is then sold to other distributors or retail petroleum stations. Glycerin is a versatile ingredient used in higher value products like food, chemicals, cosmetics or in its crude form is used in lesser value applications like an energy source or as an ingredient in livestock feed.

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Biodiesel is a renewable, biodegradable, alternative fuel or fuel additive used in diesel engines or fuel oil generators. Biodiesel can be used in its pure form or it can be blended with a petroleum-based diesel, often called distillate. It is usually described based on its concentration in distillate diesel fuel. For example, B100 means 100% pure biodiesel with no distillate diesel, B20 means 20% biodiesel with 80% distillate diesel, B2 means 2% biodiesel with 98% distillate diesel.

Biodiesel can be made from a variety of biological production, including animal fats and virgin and recycled vegetable oils and even certain yeasts and molds. The majority of biodiesel production and consumption is in Europe, but we believe that biodiesel is in the early stages of development in the U.S. and Canada.

Biodiesel is composed of monoalkyl esters, which are most commonly referred to as methyl/ethyl esters, which is a long chain of fatty acids and a methyl or ethyl alcohol. The ester based biological products which have had their viscosity reduced through a process called transesterification, which produces biodiesel and glycerin, the thick component of vegetable oil. Gycerol or glycerin is the primary co-product of methyl ester production. Biodiesel is biodegradable, non-toxic and usually free of sulfur and aromatics. Originally, biodiesel was considered a by-product of glycerin soap production.

Biodiesel’s physical and chemical properties, as they relate to operations of diesel engines, are similar to petroleum diesel fuel. As a result, biodiesel may be used in most standard diesel engines without making any engine modifications.

We anticipate that Gold Ribbon’s business will be the production and marketing of the primary product, biodiesel, and its primary co-product, glycerin. If we are unable to complete the construction of the biodiesel plant and commence its operations, or if we are not able to market biodiesel and glycerin, we will not have any sources of revenue and you will likely lose your entire investment.

Co-product - Glycerin

Glycerin, which equals about 10% of the amount of biodiesel produced in the production process, is the primary co-product of the biodiesel production process. Depending on the type of biodiesel production process used, very small amounts of other by-products may be produced, such as soapstock and feed fat. Glycerin is a commercial product with a principal component as glycerol.

Glycerin possesses a combination of physical and chemical properties that may be used in a variety of products. It has over 1,500 known end uses, including many applications as an ingredient or processing aid in cosmetics, toiletries, personal care, drugs and food products. In addition, glycerin is highly stable under typical storage conditions, compatible with many other chemical materials, virtually non-toxic and non-irritating in its varied uses, and has no known negative environmental effects. A clean, odorless, viscous liquid with a sweet taste, glycerin is derived from both natural and petrochemical feedstocks. It occurs in combined form in all animal fats and vegetable oils and constitutes, on average, about 10% of these materials.

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Glycerin is marketed based on the purity of its content. The lowest value is considered crude glycerin which is 80% pure glycerin. The next values are refined glycerin 97% purity and USP/Kosher designation for glycerin which has purity of 99.5% or higher. Glycerin is principally used only in its highly refined and purified form.

We intend to market the glycerin produced in our biodiesel production process. However, the continuing increased domestic production of biodiesel may lead to an oversupply of glycerin, which would in turn force glycerin prices lower. This may affect the profitability of our business.

The Biodiesel Production Process

The Process

The primary process of making biodiesel is chemistry called transesterification. The biodiesel process is described in more detail in the diagram below. At a simple level, you take 10 parts oil, 1 part methyl or ethyl alcohol (methanol is most commonly used), and 1/10^th part catalyst (most commonly a base catalyst like sodium hydroxide), and combine them under a certain pressure and temperature. From this you get about 10 parts biodiesel and 1 part crude glycerin. The diagram below describes the basic transesterification reaction.

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Feedstock Properties

The most important factor in creating methyl esters is the raw materials (referred to in biodiesel production as “feedstock”) used in the process. On average, the feedstock accounts for 20% – 80% of the cost of production. The reason for this wide cost variation is the wide range of possible feedstock materials. For instance, the cheapest input is trap grease which ranges from - $0.05 to + $0.05 per pound. However, this feedstock is a dirty, smelly waste product of food preparation and using it in the production process entails additional equipment, processing costs, processing steps and different conversions. It is unlikely such cheap feedstock such as trap grease could be used to produce regular quantities of biodiesel that could meet required quality standards.

The other extreme is to use very clean, refined soybean oil. This is also called refined, bleached and deodorized oil. In this case, the oil cost is high, $0.255 per pound on average, but transesterification is the only process needed to be done to create a clean and consistent biodiesel and glycerin.

One of the key characteristics that affect the type of processing of the oils into methyl esters is the percentage of triglycerides, the predominant structure of most fats and oils. Triglycerides are a combination of three fatty acid chains combined with a glycerol. Residual fats and oils, compared to refined oil, typically have high free fatty acid (“FFA”) content instead of the fatty acids being connected by a glycerol in a triglyceride. FFAs cannot be made into biodiesel by combining them with methanol and a base catalyst. They can be made into a methyl ester, but instead of a base, an acid (sulfuric acid), catalyst and methanol would have to be used. This process is called acid esterification. This approach is not commonly used by commercial biodiesel producers today, as it has quality challenges associated with use of the acid in the process.

The fatty acid composition of the oil being used in the production process impacts the properties of the biodiesel. Some of the most important factors are the melting point and cetane content of the methyl esters that will be produced from the fatty acid profile of the oil feedstock. The melting point is important because of the issues with managing fats and oils, biodiesel and even petroleum diesel is the problem with gelling and solidifying in cold temperatures.

Oils with a high saturated fat content have a higher melting point when compared to usaturated fatty acids. For example, soybean oil melts at -12C, but palm oil or lard melt at between 30°C and 40°C. The melting point of methyl esters made from these different feedstocks is different because of the alcohol, but is closely related.

Cetane is a measure of diesel fuel’s combustion quality. Cetane is to diesel fuel what octane is to gasoline. All the hydrocarbons in diesel fuel are indexed to cetane as to how well they ignite under compression (the higher the number, the more easily combustible). There is no performance or emission advantage to raising the cetane past 50 as it hits a plateau at this level. Diesel at the pump can be found in two cetane ranges: 40 – 46 for regular diesel and 45 – 50 for premium.

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The challenge in manufacturing biodiesel is that biodiesel made from oil with high saturated fat content has a high cetane, which is good, but it also means the melting point will be higher and could cause solidification at lower temperatures.

Quality Standards

The domestic U.S. biodiesel industry is in its infancy. The National Biodiesel Board, created in the early 1990s, plays a major role in laying the foundation for a commercial biodiesel industry. It has established quality standard specifications. It is important for manufacturers to know what quality of biodiesel to produce, for customers to know what to expect and for auto manufacturers to create cars and trucks with specifications to be able to use the product effectively in their vehicles. The National Biodiesel Board has adopted ASTM D-6751 as a quality standard. This standard is the predominant standard in the domestic biodiesel industry.

A major issue in the biodiesel industry is whether engine manufacturers will void their engines’ warranties if biodiesel is used. Most major engine manufacturers have stated formally that the use of blends of up to B5 (5% biodiesel, 95% distillate diesel) will not void their parts and workmanship warranties. Further, some engine companies have already specified that the biodiesel must meet ASTM D-6751 as a condition to not voiding their warranties. Other engine companies are either in the process of developing this standard or have another standard that predates it. We anticipate that the entire industry will incorporate the ASTM D-6751 standard into its owners’ manuals over time.

We believe that to be successful, Gold Ribbon must manufacture biodiesel within the ASTM D-6751 standard. There is no assurance we will be able to do this and this assurance lessens if we employ a less proven technology.

Feedstock

Demand for Feedstock

Approximately 7.3 pounds of soybean oil is needed to produce one gallon of biodiesel. Depending upon market conditions, we anticipate that Gold Ribbon’s biodiesel plant will process approximately 40 million gallons of soybean oil and/or animal fats per year as the feedstock for its production process.

The National Biodiesel Board estimates that biodiesel production approximately tripled from about 25 million gallons in 2004 to 75 million gallons in 2005. Further, the National Biodiesel Board estimates that, as of January 2007, there were approximately 864 million gallons of annual biodiesel production capacity and an additional 1.7 billion gallons of annual capacity under construction to come on line in the next 12 to 24 months. While production will not equal capacity, production is expected to drastically increase in the near term.

This pace of increased production presents a significant challenge to securing feedstock supplies and pricing in both the near and long-term future. In the last three months of 2006, crude soybean oil prices increased up to 46% from the previous year, despite record crops.

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There are multiple effects that biodiesel expansion is likely to have on domestic feedstock markets. There will be regional impacts based on local supply availability of feedstocks given biodiesel capacity expansion and regional oilseed crushing dynamics. There will also be an overall market effect as the demand for feedstock oil expands and affects different segments of the oil markets.

In the Kansas, Missouri, Nebraska, Iowa, Colorado and Oklahoma region, there is approximately 87 million gallons of annual biodiesel production in existence. An additional 225 million gallons of annual production capacity is expected from planned expansions or construction within the region. This region is likely to have one of the highest concentrations of biodiesel competition within the United States.

Although there are no commercial scale biodiesel plants under construction in Kansas today, four plants are being proposed with several others in development along the Kansas border which will compete for the available Kansas and regional feedstock oil. If all these plants move forward, there is the potential to bring another 120 million gallons of annual biodiesel production within Kansas over the next two years, which includes our plant. This would consume approximately 62% of the potential Kansas feedstock market.

This regional concentration of production capacity is due, in part, to the fact that soybean and rendered oil prices are lower in this region that in most of the rest of the country. This is due to relatively low soybean prices in the region, the fact there are a significant number of oilseed crushers in the region, meal demand from livestock is relatively strong in this region and the target demand markets for soybean and other oils is relatively far from this region.

Supply

It is estimated that there are more than 400 million gallons of potential feedstock oil produced in the region between oilseed crushers and livestock processing facilities. This means that the current biodiesel capacity in this region will use about 20% of the feedstock oil. However, as new biodiesel capacity comes online the biodiesel draw on these feedstocks would increase to more than 50% of regional supply. This will likely lead to higher prices for feedstock supply.

That being said, most of the existing capacity, expansion and proposed plants are located in Iowa and Missouri, which favors Gold Ribbon due to the proposed site’s proximity to many of the feedstock oil markets with minimal competition to date. Within Kansas, there is an estimated 195 million gallons of feedstock oil available, approximately half beef tallow and half soybean oil. In addition, there are two large crushers along the Kansas/Missouri border accounting for another 86 million gallons of soybean oil.

More specific to the proposed Gold Ribbon plant, there are three companies that collectively produce approximately 109 million gallons of soybean oil per year within 150 mile radius of the proposed plant site. Within a 200 – 250 mile radius, there is another 283 million gallons of annual soybean oil production, which is predominately located in Iowa and Nebraska. While this appears to present a plentiful supply of soybean oil, all of the major oilseed processors have already committed to their own biodiesel production wherein they will consume much of their own soybean oil supply once their biodiesel production comes online.

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There is approximately 20 million gallons of rendered beef tallow available annually that is produced with a 100 mile radius of the proposed plant site. An additional 250 million gallons per year of rendered animal fats and oils is produced within a 300 mile radius of Hesston. Most of these plants render their oil on site and sell most of it to feedlots (beef packing plants) or use some internally at feed mills.

While biodiesel produced with beef tallow has good lubricity and stability, it exhibits relative poor cold flow characteristics. Producers creating fuels from a high concentration of animal fats would need to take these cold flow performance implications into account in terms of handling and market strategies. However, these feedstocks sell at a 5 to 8 cent per pound discount to the price of crude soybean oil. Moreover, given the likelihood that we will market fuel to distant rail markets to our south and west, we could likely utilize a relatively high concentration of these types of feedstocks.

Strategy

Our expected procurement strategy will be to leverage the regional oilseed crushers and rendered oil suppliers to procure ingredients competitively that meet stringent quality specifications. Due to the local availability and diversity, primary sources of feedstock will be refined soybean oil, crude degummed soybean oil and rendered oil (i.e., beef tallow). The predominant feedstock used for domestic biodiesel production is soybean oil due to its abundance and availability. Ninety percent of the oil produced domestically is soybean oil. Since the highest demand among biodiesel producers is for soybean oil, our intended flexibility to utilize rendered oil and other fat and oil feedstocks is expected to be critical to our long-term competitiveness.

Gold Ribbon will need to bid competitively for and acquire feedstock oil in order to compete. Further, given the importance of competitive feedstock procurement, we will need a contingency plan to partner or align with crushing and rendering assets to protect against the possibility of feedstock oil pricing pressure accelerating beyond a couple of cents per pound.

We anticipate that Gold Ribbon will engage a third party to procure feedstock for our biodiesel plant. We expect the agreement will require the third party to provide analysis and audit of feedstock suppliers, purchase feedstock meeting specifications and in adequate quantities to fill the production schedule of the facility, negotiate for discounts, and provide transportation, logistics, and scheduling of feedstock deliveries. However, Gold Ribbon has not entered into a definitive agreement to procure feedstock and may never do so. Even if Gold Ribbon is able to enter into an agreement with a third party, there is no assurance that the agreement will be on favorable terms.

Based on location and procurement and marketing strategy, we believe that a sufficient feedstock supply exists in the region to support existing and proposed biodiesel production, including the proposed facility. However, the cost of this feedstock will determine the success of the business. It is important to note that Gold Ribbon, along with these other biodiesel producers that are coming online, will have to purchase this feedstock away from existing customers. Our consultants believe feedstock prices will increase, although the extent of the increase cannot be known.

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Costs

The cost of feedstock is the largest single component of the cost of biodiesel production, accounting for 70% to 90% of the overall cost of producing biodiesel. As a result, any increase in prices for feedstock greatly affects the biodiesel industry. Soybean oil is the most abundant oil feedstock available in the United States. The twenty-year average price for soybean oil is approximately 21¢ per pound. However, there is no assurance that the historical prices for oils and fats will continue into the future.

The following graph of historical vegetable oil and fats prices indicates recent increase in prices as well as the relationships between the various fats and oils that may be available for production of biodiesel:

U.S. Vegetable Oil and Fats Prices

Source : Economic Research Service, United States Department of National Resources

As discussed above, increased biodiesel production is likely to have an effect on the cost of soybean oil. Our consultants believe the increased biodiesel capacity will increase soybean oil prices by approximately one cent per pound over each of the next few years.

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Below is the Energy Information Administration’s projected Soybean Oil Prices as a Function of Soybean Oil Use for Biodiesel Production for 2004-2013 (using 2002 Dollars per Gallon):

Projected Soybean Oil Prices as a Function of Soybean Oil Use for Biodiesel Production,

2004-2013 (2002 Dollars per Gallon)

Source: Energy Information Administration, Biodiesel Performance, Costs and Use

Marketing Year

Proposed Facility Site

Gold Ribbon has identified an approximately 60-acre tract of vacant land northwest of Hesston, Harvey County, Kansas, for construction of the planned biodiesel plant and has obtained an option to purchase the site which is located on North Emma Creek Road. This option allows Gold Ribbon to purchase all 60 acres at any time prior to September 29, 2008, for a purchase price of $6,000 per acre, or approximately $360,000. Notwithstanding having obtained the option, we may change the location of the plant for any reason.

The site is located in direct proximity to other industrial operations in the area, including a large farm equipment manufacturing company and has ready access to significant road corridors and a working rail line. Sixty acres provides ample land for the proposed production capacity.

This site is part of an existing industrial park in Hesston, which park already has available necessary utilities. A representative of the City of Hesston has verbally indicated the city would pay for extension of the existing natural gas line to the site and this line has sufficient existing capacity to support our anticipated requirements. The electric line that services an adjacent industrial park is large enough to support the project, although the current load demand on this line is currently unknown. Nearby water lines have sufficient capacity and could be extended to the site with support from the City of Hesston which it has indicated it would provide. There is no formal agreement at this time with the City of Hesston relating to these matters.

Currently there is no adequate waste water removal system at the site, but the City of Hesston has indicated that if the plant moves forward it would pay to extend its sewer to our site, assuming we do not utilize a technology that minimizes waste water. To alleviate annual sewer costs, we will consider building our own waste water removal system that supports plant operations.

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The proposed site is near sources for potential feedstock. There are three companies that collectively produce approximately 109 million gallons of soybean oil per year within a 150 mile radius of the proposed site. Moreover, within a 200 – 250 mile radius, there is another 283 million gallons of annual soybean oil production, which is predominately located in Iowa and Nebraska. Further, there is approximately 20 million gallons of rendered beef tallow available annually which is produced with a 100 mile radius of the proposed plant site. An additional 250 million gallons per year of rendered animal fats and oils is produced within a 300 mile radius.

While the proposed site is vacant land previously used for agricultural purposes, it is in an industrial park with nearby manufacturers and we could encounter hazardous materials at the proposed site. If there are hazardous conditions at the chosen site, construction of the biodiesel plant could be delayed. If we receive notice of a hazardous condition, we may be required to correct the condition prior to commencing or continuing construction. The presence of a hazardous condition will likely delay construction of our proposed biodiesel facility and may require significant expenditure of our resources to correct the condition.

Transportation and Delivery

Management of inbound and outbound transportation and logistics management are critical to long-term success. To be competitive, the site must support industrial truck and rail traffic on both the inbound and outbound sides of the operation.

Roadways

The proposed site is bordered by Hesston Road (Highway 81) to the west and Emma Creek Road to the east, both of which are able to support industrial traffic. The site is located within two miles of I-35, a major North/South corridor, and within 8 miles of Route 50 to the south and about 60 miles from I-70 to the North, both major East/West transportation routes.

Railways

The site borders a short north/south railroad line owned and operated by the Kansas and Oklahoma Railroad (“K&O”). K&O services a number of major industrial customers along this line as well as many other smaller clients. The line runs three days per week and has interchange agreements in place with the Union Pacific Railroad to the north at McPherson, Kansas and with the BNSF to the south at Newton, Kansas.

Based on preliminary discussions, K&O indicates it is willing and able to support the proposed operations at the site with rail service. Given the many smaller customers on this rail line, K&O indicated it would be willing to support anticipated small car load demand at the site. K&O has stated we will need to install a double-ended switch to ensure flexibility to receive and deliver cars from both the north and south. We have included in our project budget capital costs to support development of adequate rail siding and infrastructure, including the double-ended switch.

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Employees

Gold Ribbon expects needing approximately 24 employees to operate and administer the 40 million gallon biodiesel plant, including a general manager and a plant manager. The current budget for annual employee compensation and benefits is approximately $1,225,000. Below is a table showing the positions anticipated with the number of employees in each position.

Position	No. of Employees
Plant Personnel
Plant Manager	1
Commodities Manager	1
Marketing Manager	1
General Plant Operators	12
Maintenance Supervisor	1
Lab Technician	1
Shipping/Receiving	2
Misc./Yard	2
Administrative Personnel
General Manager	1
Administrative Assistant	1
Controller	1
Total	24

The position titles, job responsibilities and numbers allocated to each position may differ when employment for each position begins.

Gold Ribbon intends to enter into written confidentiality agreements with officers and employees. Among other things, these agreements will require such officers and employees to keep strictly confidential all proprietary information developed or used in the course of business as well as information relating to the financial condition and prospects of the business.

Gold Ribbon’s success will depend in part on the ability to attract and retain qualified personnel at competitive wage and benefit levels. We must hire qualified managers, accounting, human resources and other personnel. We operate in a rural area with low unemployment. There is no assurance that we will be successful in attracting and retaining qualified personnel at a wage and benefit structure at or below those assumed in budgeting. If we are unsuccessful in this regard, such event may negatively affect our operations, cash flows and financial performance.

Biodiesel Industry

General Demand

Diesel fuel is one of the petroleum products that make up the majority of distillate fuel oils. Distillate fuel oils are the general classification for one of the petroleum products produced in conventional distillation operations. Distillate fuels are used primarily for space heating, diesel engine fuel and electric power generation. Included are products known as No. 1, No. 2 and No. 4 fuel oils; No. 1, No. 2 and No. 4 diesel fuels. All of these distillates are target markets for biodiesel.

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The distillate fuel market in the U.S. has grown at an average annual rate of approximately 2.3%. The market is currently estimated at 63 billion gallons, but growth is likely to slow some in the near-term due to higher prices and an expanding light duty diesel fleet. The distillate market is less than half the size of the domestic gasoline market. Diesel fuel makes up about two-thirds of the distillate fuel use and fuel oil about one-third.

The ability to market and sell biodiesel will be heavily dependent upon the price of petroleum-based diesel fuel as compared to the price of biodiesel, in addition to the availability of economic incentives to produce biodiesel. In 2005, the United States biodiesel market accounted for less than one-tenth of 1% of the diesel estimated to be used in 2005. The range in the two national projections for biodiesel use in five years is between 175 million gallons (U.S. Department of Agriculture) and 944 million gallons (National Renewable Energy Lab), with an average of approximately 500 million gallons.

Biodiesel has received public attention in recent years for several reasons. First, biodiesel is made from renewable sources and provides environmental benefits over petroleum-based diesel, including reduced emissions of carbon dioxide, carbon monoxide, particulate matter and sulfur. Further, in a 1998 study, the Department of Energy and the Department of Agriculture found that biodiesel has a positive energy balance: for every 3.2 units of energy produced, only 1.0 unit of energy is consumed in the production process. Biodiesel mixes easily with diesel fuel at rates between 2% and 100%, and it improves the lubricity of petroleum based diesel fuel at levels as low as 2%. The increased lubricity reduces the friction of petroleum based diesel fuel and may result in longer equipment life and protection of fuel injectors.

However, the United States biodiesel industry is still in its infancy, especially when compared to the much more developed ethanol industry. According to the Department of Energy, the United States annually consumes approximately 105 billion gallons of gasoline and approximately 60 billion gallons of diesel fuel. The biodiesel industry produced only approximately 75 million gallons of biodiesel in 2005, which constitutes less than 0.2% of the domestic diesel fuel market. As discussed above, this production is increasingly very quickly. However, when counting the biodiesel production capacity increases in 2006 and anticipated increases over the next two years, capacity will still equal a small percentage of domestic diesel fuel consumption on an annual basis.

The biggest change in diesel fuel in the last decade is the governmental policies and requirements to decrease regulated emissions. This change has caused refineries to employ technology to reduce the sulfur and other emissions in diesel fuel. By early 2006, approximately 20% of the distillate fuel produced had a sulfur content greater than 500 parts per million (“ppm”). It will be much more difficult to reduce the sulfur content in a large percentage of the diesel fuel below 15 ppm. As of June of 2006, all diesel fuel must be below 15 ppm, which is considered Ultra Low Sulfur Diesel. The problem for refiners when the majority of diesel is required to meet the lower sulfur specification is it materially decreases the lubricity properties of the diesel. The requirement for removing the sulfur from diesel is one of the opportunities for biodiesel because including biodiesel in percentages as low as 1% increases the lubricity properties of the Ultra Low Sulfur Diesel.

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The majority of distillate fuel is diesel fuel that goes to what the Energy Information Administration calls “On-Highway” diesel. This is diesel used by vehicles that classify the majority of their use on road and are subject to Federal Excise Taxes. Other diesel fuel vehicles like farm equipment, construction equipment, railroad engines and marine vessels are considered “Off-Highway” vehicles and are not subject to Federal Excise Taxes.

Biodiesel demand in the U.S. has historically been driven predominantly by requirements of the Energy Policy Act of 1992 relating to public fleets, but biodiesel is also being sold as a premium diesel product. Due to the enactment of the biodiesel tax credit which provides a federal excise tax credit for use of biodiesel/diesel blend fuels for blenders through 2008, the market today goes from a niche market for public fleets to potentially all major distillate markets (on and off-highway diesel, heating oil, etc.). There are a number of marketers that have been able to introduce biodiesel into mainstream retail stations. Some of these leading marketers are Renewable Energy Group, World Energy Alternatives, Noble Americas, Cenex/Harvest States.

The following factors continue to be the critical factors that will drive the biodiesel expansion:

• The expectation of continued strong petroleum prices over the next five to ten years (above the historical averages from the pre-2000 time period).

• The renewal of the biodiesel tax credits beyond 2008.

• Continuation of the Commodity Credit Corporation (CCC) Bioenergy program to facilitate new supply.

• Some material segment of the marketplace seeing biodiesel as a good remedy for the lubricity issues that will occur with the required use of Ultra Low Sulfur Diesel.

• Avoiding quality problems that could give biodiesel a bad reputation in the marketplace.

• Continued unrest in the Middle East and terrorist threats keeping focus on alternatives to petroleum.

• No sustained rally in feedstock prices that could threaten supply.

• No material resistance from ozone non-attainment areas or there is a relatively easy and cheap fix for the NOx emissions.

• Availability of biodiesel supply.

Even though there are a number of larger commercial plants that are likely to come on line over the next 18 months, the current demand for biodiesel has very much outstripped supply due to the biodiesel tax credit, special state incentive programs (Minnesota, Illinois), more public awareness and very high petroleum prices.

Biodiesel Pricing

The availability of historical pricing information for biodiesel is limited. The Department of Energy Alternative Fuels Data Center publishes the Clean Cities Alternative Fuel Price Report, which reports data collected from cities involved in the Clean Cities program. For September 2005, the agency reported the nationwide average price for diesel fuel was $2.81 per gallon. Average

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biodiesel prices reported by the participating cities varied depending on the blend. B20 had an average price of $2.91 per gallon, B2-B5 was $2.81 per gallon, and B99-B100 cost $3.40 per gallon. The following chart compares the historical national average prices per gallon of diesel fuel with the median prices of biodiesel that were reported:

Historical B20 and Diesel Price Estimates in the U.S. (Includes Taxes)

Information Source: U.S. Department of Energy Alternative Fuels Data Center, Clean Cities Alternative Fuel Price Report

Biodiesel costs more to produce and more to its consumer per gallon than petroleum diesel fuel which is more readily available. Consequently, in order for biodiesel to be sold profitably, it is dependent upon a Federal tax credit and other government subsidies and mandated use programs. These subsidies and programs are described below. There continues to be significant volatility in the petroleum complex and historically high prices. There seems to be growing market consensus that the marketplace is structurally in a higher oil and petroleum price environment than in previous decades.

During the 1990’s, oil prices, West Texas Intermediate Crude (“WTI”) ranged from $15/bbl to $35/bbl (avg $21 /bbl) and #2 diesel wholesale prices range from $0.45/gal to $1.1 0/gal (avg $0.75/gal). In 2006, WTI prices ranged between $60/bbl and $80/bbl. Given the global supply and demand fundamentals over the next five years, the market consensus seems to be that crude oil prices will range from $50/brl to $70/brl with #2 diesel wholesale prices ranging from $1.45/gal to $2.00/gal. This pricing has major implications for the biodiesel market. Given that biodiesel is not a governmentally mandated fuel like ethanol, the combination of the governmental incentives, such as the biodiesel tax credit, and economic competitiveness, such as higher diesel prices, are critical for continued biodiesel market expansion. The table below graphically illustrates the recent movement in prices.

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The Energy Information Administration breaks up the country into five Petroleum Administration Defense Districts (PADD) to report petroleum information. The map in the figure below shows the average premium of distillate fuel over the national average (ten year). This premium will provide price support if biodiesel is marketed to the West Coast and the Rockies areas.

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The following shows the range of biodiesel prices required to break even for a given level of feedstock costs and operating cost structure. To make the biodiesel price shown about on par with diesel, the biodiesel tax credit must be deducted from the biodiesel price listed ($1 .00/gal for agri-biodiesel and $0.50/gal for used oil feedstocks). Looking forward there is more risk to lower future prices of petroleum and biodiesel than in the near term so the biodiesel price projection from the projected crude/diesel prices reverting back to the new mean, the $1/gal biodiesel tax credit and a declining biodiesel premium as biodiesel supply expands.

The biodiesel price has averaged well above the $2.65 per gallon for B 100, as described in the chart below, in Wichita, Kansas over the last several years.

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Wichita, KS Biodiesel and Diesel Price History

With the enactment of the biodiesel tax credit and the higher prices of diesel fuel and fuel oil, demand for biodiesel has accelerated. With a baseline to biodiesel prices based on its correlation with crude oil, the next question is to determine what the expected value for crude oil will likely be over the next five years. The chart below is an indication of how the crude oil futures markets view the outlook. As of September, 2006, the crude oil futures through 2011 are expected to remain over $55 per barrel. At $55 per barrel of crude oil, one would correlate that wholesale biodiesel would range from about $2.45 to $2.60 per gallon. Additionally, the chart below the futures chart is the Department of Energy’s (DOE) projections for crude oil through 2030. DOE’s projections never fall below $50/barrel for crude oil.

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Biodiesel Price Projection

Long-Term Petroleum Price Forecast (EIA)

Using the preceding as insight into the outlook for diesel pricing, the consultant that conducted our feasibility study used $2.45/gallon as the base biodiesel price as an assumption in the financial feasibility studies. For the purpose of assessing the feasibility of the facility, they assumed that, on average, 80% of production will need to move to distant rail markets. Further, they assumed a cost of $0.10 per gallon to deliver the biodiesel to these markets and that Gold Ribbon will receive a $0.05 per gallon premium for delivering to high demand markets. The following table profiles the pricing assumptions used in the feasibility analysis in more detail.

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USBE Weighted Average Biodiesel Pricing

	Sales		Base Price		Market Premium		Total Price		Transportation		Net Price		Weighted Avg Cost
Local/Regional	20	%	$	2.45	$	—	$	2.45	$	0.04	$	2.42	$	0.48
Distant Markets	80	%	$	2.45	$	0.05	$	2.50	$	0.10	$	2.40	$	1.92
Weighted Avg Net Biodiesel Price													$	2.40

Government Biodiesel Supports

We anticipate the domestic demand for biodiesel to grow significantly over the next ten years due to the demand for cleaner air and an emphasis on energy security and governmental policy which is supportive of the biodiesel industry. The most prominent federal policies that have established the groundwork for biodiesel market development are discussed below along with some state incentives.

Biodiesel Tax Credit. The American Jobs Creation Act of 2004 created the Volumetric Ethanol Excise Tax Credit (“VEETC”) for biodiesel of $1.00 per gallon for agri-biodiesel or biodiesel derived solely from crude soybean oils (including esters derived from crude soybean vegetable oils), corn, soybeans, sunflower seeds, cottonseeds, canola, crambo, rapeseeds, safflowers, flaxseeds, rice bran, and mustard seeds, and from animal fats. The VEETC may be claimed in both taxable and nontaxable markets, including exempt fleet fuel programs and off-road diesel markets. The purpose of the VEETC is to incentivize the use of biodiesel and encourage petroleum blenders to blend biodiesel. The VEETC, which was originally set to expire in 2006, has extended through December 31, 2008 by the Energy Policy Act of 2005.

Biodiesel historically has a higher per gallon cost than petroleum diesel and this credit is key to making biodiesel closer to economic par with petroleum diesel. While the credit is primarily provided to the blender, most of it is anticipated to be passed on to consumers. The VEETC reduces the incremental cost to the consumer using biodiesel fuel blends in all distillate types. This credit may offset all or only some of the incremental cost of biodiesel, depending on the differences in prices between diesel fuel and biodiesel. When the credit equals or exceeds the difference in cost, demand for biodiesel should increase. When the credit is less than the difference in cost, a decrease or modest increase in demand may be experienced.

Energy Policy Act (“EPAct”) of 1992 and Amendments. In 1992 Congress enacted the Comprehensive Energy Policy Act. The intent of the statute was to strengthen the nation’s energy security by displacing imported petroleum through promotion of alternative fuels and alternative fueled vehicles. EPAct requires state fleet authorities, certain federal fleets and the fleets of alternative energy providers such as utilities, to purchase vehicles capable of running on alternative fuels. Not until 2001 were regulations under the EPAct revised to create demand for biodiesel. This increased demand for B20. Prior to the biodiesel tax credit, the EPAct customers were the most significant share of B20 sales. Military purchases make up the majority of EPAct demand.

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Current law allows fleets to meet up to 50% of their alternative fueled vehicles acquisition requirements through the use of biodiesel in vehicles weighing in excess of 8,500 pounds gross vehicle weight. Proposed changes to the legislation would allow entities, subject to the EPAct requirement, to use biodiesel to meet 100% of their requirements. However, proposed changes would also further expand the options by which subject fleets could meet the EPAct requirement outside of biodiesel.

EPA Low-Sulfur Diesel Fuel Regulation Impact. The Environmental Protection Agency has issued regulations which require that the amount of sulfur in diesel fuel be lowered for on-road vehicles from 500 parts per million to 15 parts per million. Off-road diesel fuel is required to have lower sulfur emissions in phases reducing to 15 parts per million in 2010. The benefit for biodiesel in this process is that such ultra-low sulfur content in petroleum diesel reduces its lubricity and, biodiesel has a high lubricity level event at blends as low as 1% to 2% biodiesel. While the low-sulfur regulations pose a great opportunity for increasing demand for biodiesel, oil refiners and transports have been slow to implement the ultra-low diesel fuel requirements and there are significant transportation and logistic problems to these regulations and inserting biodiesel into this process.

Renewable Fuels Standard. The Energy Policy Act of 2005 creates the Renewable Fuels Standard (“RFS”) enacted to ensure that certain volumes of renewable fuels are sold or introduced into commerce in the United States annually. It mandates that 7.5 billion gallons of renewable fuels be used annually by 2012. The standard began at 4.7 billion gallons in 2006 and increases to 7.5 billion gallons by 2012. The RFS may result in an increased demand for biodiesel. However, in 2004, ethanol production totaled more than 3 billion gallons, and the current ethanol production capacity is over 5 billion gallons per year. As a result, the mandates of the RFS may be met by use of ethanol alone and thus have a much smaller impact on use of biodiesel which may not be used in any significant way to fill the RFS.

Small Agri-Biodiesel Producer Tax Credit. The Small Agri-Biodiesel Producer Tax Credit establishes a 10 cent per gallon tax credit for agri-biodiesel producers. The credit is applicable for up to 15 million gallons of agri-biodiesel produced and is limited to producers with under 60 million gallons of annual production, which would include the proposed facility. This tax credit is an income tax credit at the corporate level. The regulations implementing this credit, which is designed after a similar ethanol tax credit, have not yet been written and Gold Ribbon will be required to comply with a qualification process to obtain this credit.

Authorization to add Biodiesel to Strategic Petroleum Reserve. Congress has granted the Secretary of Energy the authority to acquire and store up to 100 million gallons of biodiesel fuel as part of the Strategic Petroleum Reserve. This acquisition would be funded by the sale of crude oil from the Reserve. The purpose of this legislation was to create additional demand for biodiesel through federal purchases. However, such a purchase has not yet occurred and the Secretary of Energy is not required to make such a purchase.

Mandated Use of Biodiesel in Federal Diesel Vehicles. Section 248(f) of the Clean Air Act has been modified to require that all agencies use biodiesel fuel to operate any Federal vehicles that use diesel fuel, unless the cost is prohibitive. This program would expand demand for biodiesel.

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State Legislation. Several states are currently researching and considering legislation to increase the amount of biodiesel used and produced in their states. Minnesota has mandated biodiesel use and requires that all diesel fuel sold in the state contain at least 2% biodiesel. Other states have enacted legislation to encourage, but not mandate, biodiesel production and use. Kansas has the following incentives:

• Renewable Fuel Retailer Incentive

Beginning January 1, 2009, a licensed retail motor fuel dealer may receive a quarterly incentive for selling and dispensing renewable fuels, including biodiesel. Qualified motor fuel dealers are eligible for up to $0.065 for every gallon of renewable fuel sold and up to $0.03 for every gallon of biodiesel sold, if the required threshold percentage is met. The threshold percentage for the incentive payment will increase on an annual basis from 10% for renewable fuel and 2% for biodiesel in 2009 to 25% beginning on January 1, 2024. Funds will be allocated from the Kansas Retail Dealer Incentive Fund.

• Biofuels Production Incentive

A biodiesel fuel production incentive is available in the amount of $.30 per gallon of biodiesel fuel sold by a qualified Kansas biodiesel fuel producer. The incentive is payable to producers from the Kansas Qualified Biodiesel Fuel Producer Incentive Fund. Funding will be made available for the production of biodiesel fuel beginning July 1, 2007.

• Alternative Fuel Refueling Infrastructure Tax Credit

Kansas offers an income tax credit for alternative fuel refueling stations placed in service after January 1, 2005, and before January 1, 2009. The tax credit, worth up to 40% of the total amount, may not exceed $160,000. For any refueling station placed in service after January 1, 2009, the amount may not exceed $100,000. This tax credit should be deducted from the taxpayer’s income tax liability for the taxable year in which the expenditures are made. In the event the credit is more than the taxpayer’s tax liability for that year, the remaining credit may be carried over for up to three years after the year in which the expenditures were made.

• Biofuels Use Requirement

A 2% or higher blend of biodiesel must be purchased for use in state-owned diesel powered vehicles and equipment, where available, as long as the incremental price of biodiesel is not more than $0.10 per gallon as compared to the price of diesel fuel. Further, individuals operating state-owned motor vehicles must purchase fuel blends containing at least 10% ethanol, as long as these fuel blends are not $0.10 per gallon more than the current price per gallon of regular gasoline fuel.

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• Alternative Fuel Vehicle (AFV) Acquisition Requirements

In model year 2000 and thereafter, 75% of new light-duty motor vehicles (less than or equal to 8,500 pounds gross vehicle weight rating) acquired by the state fleet and its agencies, which are used primarily within a metropolitan statistical area or a consolidated metropolitan statistical area, are required to be AFVs.

Environmental and Health and Safety Regulations. Environmental regulations that may affect biodiesel production and use change frequently. The government could relax or eliminate any of the current incentives for biodiesel. Moreover, it is possible that the government could adopt more stringent federal or state environmental rules or regulations, which could increase 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”) will likely govern plant operations. OSHA regulations may change such that the costs of the operation of the plant may increase. Any of these regulatory factors may result in higher costs or other materially adverse conditions and affect our operations, cash flows and financial performance.

Competition

The manufacture and sale of biodiesel is part of a very competitive environment. Gold Ribbon will compete with large, multi-product companies and other biodiesel plants with varying capacities and will face competition for capital, labor, management, feedstock and other resources. Many of our competitors have greater resources than Gold Ribbon currently has or will have in the future. Some of our competitors have soy-crushing facilities and are not reliant upon third parties for feedstock supply. Further, we anticipate that as additional biodiesel plants are constructed and brought online, the supply of biodiesel will increase and may outpace demand. This would cause prices for biodiesel to decrease. There is no assurance that Gold Ribbon will be able to compete successfully or that such competition will not reduce the ability to generate the revenues necessary to operate the plant.

In addition, there are a sizable number of small commercial producers with plants that range in size from less than 500,000 to 5 million gallons of annual production capacity, most of which are small batch plants employing a handful of people and generally serve their local market directly by truck. However, larger commercial facilities with between 5 and 100 million gallons of annual capacity are increasing in number. Historically, there have not been plants with annual capacity much in excess of 12 million gallons of annual production, but many of the commercial plants now being built have annual capacities between 30 and 100 million gallons. Total commercial capacity is estimated to be approximately 864 million gallons as of January 31, 2007 with an additional 1.7 billion gallons of annual production under construction, for a total estimated annual capacity of 2.6 billion gallons. Oleo chemical companies, chemical companies, soap companies and fatty acid companies often also have the ability to make biodiesel, although it is not their primary business.

The majority of domestic biodiesel plants have come online in the last 7 years to meet the increased demand. Since the EPAct was updated in 2001, the biodiesel market has grown from about 5 million gallons per year in 2001 to 75 million gallons in 2005. As of January 31, 2007, there is approximately 860.4 million gallons of annual production capacity available. There are currently

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estimated to be over 105 biodiesel manufacturing facilities that are currently producing. These existing plants are typically located in areas with access to feedstock. Below is a map depicting the current 105 plants in production with approximately 864 million gallons per year of production capacity.

Commercial Biodiesel Production Plants (January 31, 2007)

Source: National Biodiesel Board

www.biodiesel.org/buyingbiodiesel/producers_marketers/ProducersMap-Existing.pdf

The National Biodiesel Board further estimates that an additional annual production capacity of 1.7 billion gallons is under construction as of January 1, 2007 through 77 new facilities and expansion of 8 existing facilities. This expansion is depicted below by location.

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Biodiesel Production Plants under Construction or Expansion

Source: National Biodiesel Board

www.biodiesel.org/buyingbiodiesel/producers_marketers/ProducersMap-Construction.pdf

We expect that additional biodiesel producers will enter the market if the demand for biodiesel continues to increase. In a market for a uniform commodity, such as biodiesel, the methods of competition are generally based upon variables other than the product itself. The uniform nature of the product limits competitive advantage based upon unique or improved product features. Therefore, the proposed plant will compete with other biodiesel producers on the basis of price and, to a lesser extent, delivery service.

A large percentage of the biodiesel being produced in the United States is produced from a soybean oil feedstock. We anticipate this will change over time as more plants are designed with flexible feedstock capability similar to our planned operation.

Customers, Sales and Marketing

Gold Ribbon’s target truck territory will range from Wichita and Kansas City, to the East, to Oklahoma City and Oklahoma refiners in the South. The majority of the current and potential large commercial biodiesel plants will be north and east of the proposed plant, but will compete strongly for local markets. The desire to have customers in local markets is driven by the cost of transporting biodiesel longer distances. We anticipate that by the fourth year of production that we could market as much as 30% of our biodiesel production to our local target truck market. While there is currently not significant biodiesel competition in our local market as Kansas only had about 760,000 gallons of biodiesel sales in 2005, this is expected to change drastically as additional biodiesel plants come online in our local market. Consequently, we do not anticipate our share of the local truck market will ever exceed 30% of production and we anticipate that we will initially market 80% of our biodiesel production to longer distance rail markets.

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Given that our feedstock procurement strategy will be dependent on a relatively high concentration of high saturated fat feedstocks, such as beef tallow, and not refined soybean oil, the biodiesel we expect to produce will not flow as well at very cold temperatures as the biodiesel made primarily from refined soybean oil by most of our competitors. Consequently, when coupling this fact with the fact that we believe the local truck market will not ever consume a majority of our production, we will likely need to transport our biodiesel production to southern markets in Texas, New Mexico and southern California in the winter months to avoid cold flow and gelling issues. Further, these destination markets represent attractive diesel and biodiesel markets, many including premium priced fuel markets which should offset much of the added transportation costs for our product.

While there is not a large concentration of metropolitan areas in the local market around Hesston, there is a significant amount of refined diesel products that are transported from the Texas Gulf Coast, Texas/Oklahoma Panhandle, Northern Oklahoma and Kansas to the Midwest and Upper Midwest population centers. As biodiesel use further develops, there may be opportunities to tie into the refiners, terminals and pipelines that are moving refined petroleum diesel from and to these regions. However, until the biodiesel markets develop further, it is unlikely Gold Ribbon would be able to enter into any long-term contracts or off-take arrangements to enter this supply.

The following table outlines Gold Ribbon’s outbound biodiesel pricing and transportation assumptions used in Gold Ribbon’s project feasibility assessment:

U.S. Bio Energy Weighted Average Biodiesel Pricing

(per gallon)

	Sales		Base Price		Market Premium		Total Price	Transportation Cost		Net Price		Weighted Avg. Cost
Local/Regional (Truck)	20	%	$	2.45		—	2.45	$	0.04	$	2.42	$	0.48
Distant Markets (Rail)	80	%		2.45	$	0.05	2.50		0.10	$	2.40	$	1.92
Weighted Avg. Net Biodiesel Price												$	2.40

Some large renewable fuel marketers are beginning to pursue moving more product via the Mississippi River system and regional shuttle terminals. The large concentration of independent renewable fuel plants in the Midwest have been expanding product movement on the Mississippi River as new markets open East of the Mississippi River. Further, there are initiatives looking to create unit train terminals in the Midwest that could move regular unit volumes of ethanol and biodiesel to terminals being developed in East Coast and West Coast destination markets. Consequently, selection of a credible professional marketer will be an important factor for long-term success.

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Gold Ribbon intends to enter an agreement with World Energy Alternatives, which has significant experience in marketing renewable fuels, to be the marketer. However, Gold Ribbon has not yet entered an agreement with World Energy Alternatives nor come to an agreement on fees and obligations. If we are unable to enter a binding agreement with World Energy Alternatives or another marketer to provide these services on acceptable terms, we may be unable to sell our biodiesel and its co-products at a profitable rate. Reliance on World Energy Alternatives or another marketer may place Gold Ribbon at a competitive disadvantage.

Customers

Retail

The retail market consists of biodiesel distribution primarily through fueling stations to transport trucks and other retail customers. Retail level distributors include oil companies, independent station owners, marinas and railroad operators. We believe that the retail market must be developed through a comprehensive marketing approach, which requires extensive work and an experienced marketing professional. We also believe that retail distribution offers the best potential for higher margin customers.

Government/Public Sector

The government markets are expected to continue to be the early adapters of biodiesel use at a B20 level in order to meet EPAct requirements. These users include:

• USDA Vehicles

• State Department of Agriculture Vehicles

• United States Postal Service Vehicles

• Iowa, Kansas, Nebraska and Missouri Department of Transportation Vehicles

• City Vehicles

• State University Vehicles

• Other Federal, state and municipal fleets

Although it is possible that individual plants could sell directly to various government entities, it is unlikely our plant could successfully market our biodiesel directly to such channels. Government entities have very long sales cycles based on the intricacies of their decision making and budgetary processes.

Wholesale Market / Biodiesel Marketers

The wholesale market includes selling biodiesel directly to fuel blenders or through biodiesel marketers. Fuel blenders purchase neat (B100) biodiesel from biodiesel production plants, mix it with regular diesel fuel according to specifications, and deliver a final product to retailers. There are very few wholesale biodiesel marketers in the United States.

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Additional Markets

Additional markets for biodiesel are emerging because of the biodiesel incentives, high energy prices and innovation. Some of the examples referenced below may represent attractive new market opportunities for Gold Ribbon as an extension of the proposed marketing strategy.

• Develop a cogeneration power plant using biodiesel to provide electricity to power industrial plants. Excess electricity could be sold back to electrical grids to help electric companies meet Renewable Portfolio Standards.

• Sell biodiesel to diesel generator stations to produce renewable electrical power.

• Market biodiesel as a cleaner burning heating oil replacement or additive.

Gold Ribbon will be subject to extensive air, water and other environmental regulations, and will need to obtain a number of environmental permits to construct and operate the proposed manufacturing facility. In addition, it is likely that any debt financing will be contingent on the ability to obtain the various required environmental permits. Acquisition of many of the various required permits is time-sensitive. Several of these permits, including the air pollution construction and operation permits, storm water discharge permits and others, must be obtained prior to starting construction. Other permits will be required shortly before or shortly after commencement of operations. If for any reason any of these permits are not granted, construction costs for the plant may increase, or the plant may not be constructed at all.

In addition to the state requirements, the EPA could impose conditions or other restrictions in the permits that are detrimental to us or which increase permit requirements or the testing protocols and methods necessary to obtain a permit either before, during or after the permitting process. Any of the regulatory authorities could also modify the requirements for obtaining a permit. Any such event could significantly increase operating costs and the capital costs associated with construction of the facility.

Even if we receive all required permits, we may also be subject to regulations on emissions by the EPA. There is always a risk that the EPA may enforce certain rules and regulations differently than any state agency.

Additionally, environmental laws and regulations, both at the Federal and state level, are subject to change, and changes can be made retroactively. Such changes may result in greater regulatory burdens. Consequently, even if we obtain the proper permits, we may be required to invest or spend considerable resources to comply with future environmental regulations or new or modified interpretations of those regulations, to the detriment of our financial performance.

Air Pollution Construction and Operation Permits

Preliminary estimates indicate that the facility will be considered a minor source of regulated air pollutants. However, there are a number of emission sources that are expected to require permitting. Biodiesel production involves the emission of various airborne pollutants, including carbon monoxide, oxides of nitrogen, sulfur dioxide and volatile organic compounds. Gold Ribbon expects to obtain air pollution construction new source permits for each source of emission as well as an air quality permit from applicable state agencies.

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Although the engineer’s preliminary estimates indicate that the plant will be considered a minor source of regulated air pollutants, and therefore not subject to Title V or Maximum Achievable Control Technology (MACT) Standards, this could change depending on the results of additional testing, results after the plant begins production, or the changing regulatory environment. Obtaining and maintaining a Title V permit and adhering to MACT standards would involve substantial compliance and management costs, additional capital and a significant delay in obtaining an air permit. If we are required to obtain and maintain a Title V permit, we must find a skilled engineer to ensure compliance with Title V and will incur additional engineering expenses. If we are unable to find a skilled engineer to employ, we will be required to hire an engineering firm to ensure compliance with Title V at a greater expense. In order to comply with applicable air regulations or to avoid having to obtain a Title V air permit, it is possible that we will have to install additional air pollution control equipment or agree to limit production levels to amounts that may be slightly lower than maximum production levels described in this prospectus. These limitations are expected to be made a part of the construction permits. Exceeding these limitations would require us to pursue a Title V air permit and could subject us to expensive fines, penalties, injunctive relief, and civil or criminal law enforcement actions. There is also a risk that the regulatory agency might reject a Title V air permit application and request additional information, which would further delay start-up and increase expenses.

There is also a risk that regulatory changes might impose additional or different requirements. For example, if the area in which the plant is situated is determined to be a non-attainment area for a particular pollutant, the threshold standards that require a Title V permit might be changed and require us to obtain the permit. The State of Kansas could enact a State Implementation Plan which would require the imposition of Prevention of Significant Deterioration requirements and the installation of Best Available Control Technologies for any future modifications or expansions of the plant. Any such event would significantly increase the operating costs and capital costs associated with any future expansion or modification of the plant.

New Source Performance Standards

We anticipate that the plant will also be subject to the New Source Performance Standards. Duties imposed by the New Source Performance Standards include initial notification, emission limits, compliance and monitoring requirements and record keeping requirements.

Other Permits and Obligations

The plant may also require other permits such as storm water discharges and water permits. In addition, a Spill Prevention Control and Countermeasure Plan, reviewed and certified by a professional engineer, will likely be required.

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Under the Clean Air Act, stationary sources with processes that contain more than a threshold quantity of a regulated substance are required to prepare and implement a Risk Management Plan. It is anticipated that our plant will use methanol, hydrochloric acid and caustic soda to produce biodiesel. It is likely we will be required to establish a plan to prevent spills or leaks of these substances and an emergency response program in the event of spills, leaks, explosions or other events that may lead to the release of these substances into the surrounding area. Gold Ribbon will need to conduct a hazard assessment and prepare models to assess the impact of any release of such substances into the surrounding area. The program will be presented at one or more public meetings.

In addition, it is likely that Gold Ribbon will be required to comply with the prevention requirements under OSHA’s Process Safety Management Standard. These requirements are similar to the Risk Management Plan requirements. The Risk Management Plan should be filed before use of those regulated substances.

Nuisance

Activities at the facility could subject Gold Ribbon to nuisance, trespass or similar claims by employees or property owners or residents in the vicinity of the plant. Any such claims, or increased costs to address complaints, may reduce our cash flows and have a negative impact on our financial performance. We are aware some farming and residential neighbors of the proposed site are opposed to its completion. However, we believe this is an objection to having a neighboring manufacturing plant and not an objection that will rise to the level of a valid claim for nuisance, hinder construction or interfere with operations. Gold Ribbon is not currently involved in any litigation involving nuisance claims.

MANAGEMENT

Executive Officers and Directors of Gold Ribbon Bio Energy Holdings Inc. and Gold Ribbon Bio Energy Co.

Name	Position with Gold Ribbon Holdings	Position with the Operating Company
Timothy R. Schwab	President, Director	President, Director
Richard L. Hageman	Vice President, Secretary, Treasurer, Director	Vice President, Secretary, Treasurer, Director
Larry G. Jacob	Director
Bradley Kent McGlachlin	Director
Buckley E. Thompson	Director

Officers serve at the discretion of the board of directors of the applicable company. Directors hold office until the next annual meeting of shareholders of the applicable company and until their successors have been elected and accept office. Directors are to receive fees of $1,000 per month.

Timothy R. Schwab, age 43, is President and a director of both Gold Ribbon Holding and its subsidiary, and has been since their formation. He is also a shareholder of Gold Ribbon Holdings. In addition to holding these positions, Mr. Schwab owns and operates

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two businesses, Tim. R. Schwab, Inc., a truckload carrier formed in 2000 with 48 state authority under the Interstate Commerce Commission, and TRS Logistic, Inc., a brokerage business which was formed in 2005 to help move freight for Tim R. Schwab, Inc. and its customers. Mr. Schwab has been in the trucking business since 1989.

Richard L. Hageman, age 43, is Vice President, Secretary, Treasurer and a director of both Gold Ribbon Holdings and its subsidiary, and has been since their formation. He is also a shareholder of Gold Ribbon Holdings. In addition to these positions, Mr. Hageman has been a Marketing Representative and Territory Manager for Hampel Oil Distributors from 1994 to April 2006 and Regional Sales Coordinator for Hampel since April 2006. Mr. Hageman was employed at Hampel Oil Distributions other corporation from 1987 to 1994. In these positions, Mr. Hageman developed a marketing strategy for biodiesel in the state of Kansas. He also operates his family’s farm in Gardenplain, Kansas which he has done since 1992.

Larry G. Jacob, 66, is a director of Gold Ribbon Holdings and has held that position since shortly after its formation. Since July 2005, Mr. Jacob has been an agent for Charles Insurance Agency, Inc., in Halstead, Kansas. Prior to that from January 1986 to July 2005, Mr. Jacob was employed by Halstead Bank in Halstead, Kansas involved with agricultural loans and from which he retired as a Senior Vice President. He is also Vice President of Larry Jacob & Sons Inc., which provides custom crop harvesting in Sedgwick, Kansas and surrounding areas, and has held that position since 1987 and a director and Treasurer of Groundwater Management District #2 of Halstead, Kansas and has held those positions since 2004.

Bradley Kent McGlachlin, 39, is a director of Gold Ribbon Holdings and has held that position since shortly after its formation. Mr. McGlachlin is a certified public accountant and has been employed by and an owner of Gutschenritter & Johnson, L.L.C. in Wichita, Kansas since 1999.

Buckley E. Thompson, 35, is a director of Gold Ribbon Holdings and has held that position since shortly after its formation. Since November 2005, Mr. Thompson has been employed by Tim R. Schwab, Inc. a trucking company owned by Tim Schwab, President of Gold Ribbon, in dispatch and brokerage. Prior to that from September 1995 to November 2005, Mr. Thompson was a truck driver for various entities including NOTS Services from April 2005 to November 2005, Farmers Oil Co., Inc. from April 2004 to April 2005, Miles and Sons Trucking from November 2003 to April 2004 and for Tim R. Schwab, Inc. from February 2001 to November 2003.

Executive Compensation

To date, Gold Ribbon has not paid any compensation to its officers or directors. Once we raise the necessary funds to commence construction of the facility, we expect to begin paying a salary to our officers. It is expected that Mr. Schwab and Mr. Hageman will each receive salaries of $150,000 per year.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRS Logistics, Inc., which is owned by Mr. Schwab, previously loaned U.S. Bio Energy $5,100, which amount was subsequently converted to equity and now constitutes shares of stock in Gold Ribbon.

We anticipate that upon completion of the biodiesel plant, Tim R. Schwab, Inc., which is owned by Mr. Schwab, will transport most of the raw materials inbound and non-rail outbound product for the plant. Neither prices for these services or other terms have been determined.

PRINCIPAL AND SELLING STOCKHOLDERS

Management and 5% or Greater Shareholders

The following table sets forth information with respect to ownership of issued and outstanding stock and warrants of Gold Ribbon Holdings by management and 5% or greater shareholders as of the date hereof (after giving effect to the distribution to the Monogenesis shareholders):

Name and Address	Title of Class of Shares	Total Number of Securities Owned Beneficially	Percent of Class (1)		Number of Registered Securities	Percent After Sale (2)
Timothy R. Schwab (3) 6435 S. Halstead Road Halstead, Kansas	Common Shares Class B Common Shares	2,482,000 34,000	31 35	% %	612,000 -0-	23	%
Richard L. Hageman (3) 32026 W. 23rd Street S Gardenplain, Kansas	Common Shares Class B Common Shares	2,482,000 34,000	31 35	% %	612,000 -0-	23	%
Spartan Securities Group, Ltd. (4) 100 Second Avenue Suite 300N St. Petersburg, Florida	Common Shares	12,075,000	60	%	12,075,000	0	%
Total number of shares owned by directors and executive officer as a group (5)	Common Shares Class B Common Shares	4,964,000 68,000	61 69	% %	1,224,000 -0-	46	%

(1) The percentage calculation does not include Common Shares which may be issued upon the exercise of the warrants.

(2) This percentage calculation relates to the shares held by selling shareholders assuming that all shares registered on behalf of selling shareholders are sold and no warrants are exercised.

(3) The number of Common Shares listed as beneficially owned and the related percentages include the 34,000 Common Shares which the shareholder would receive if the Class B Common Shares were converted to Common Shares.

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(4) The number of Common Shares listed as beneficially owned and the related percentages include the 12,000,000 Common Shares which the shareholder would receive if the shareholder exercised the maximum amounts of warrants which may be exercised (60,000 of the warrants) at a exercise price of $5.00 per share.

(5) The number of Common Shares and related percentage listed as beneficially owned by directors and executive officers as a group include the 68,000 Common Shares which they would receive if they converted their Class B Common Shares to Common Shares.

All outstanding shares of Gold Ribbon Bio Energy Co. are or owned of record and beneficially by Gold Ribbon Holdings.

Other Selling Shareholders

The following table sets forth information with respect to ownership of Gold Ribbon Holdings selling shareholders who are not part of management and hold less than 5% of the issued and outstanding shares of any class as of the date hereof.

Name and Address	Title of Class of Shares	Total Number of Securities Owned Beneficially	Percent of Class (1)		Number of Registered Securities	Percent After Sale (2)
CrossBar Energy, LLC (3) P. O. Box 400 Valley Center, Kansas	Common Shares Class B Common Shares	219,000 3,000	3 3	% %	216,000 0	*
H&H Homebuilders, Inc. (3) 3865 N. Lakecrest Cir. Wichita, Kansas	Common Shares Class B Common Shares	219,000 3,000	3 3	% %	216,000 0	*
Monogenesis Corporation 88 Walker Creek Road Walker, West Virginia	Common Shares	152,800	2	%	152,800	0
William E. Sutton 29500 W. 109th St., N. Mt. Hope, Kansas	Common Shares Class B Common Shares	146,000 2,000	2 2	% %	144,000 0	*
Brad & Kathy Bishop (4) 206 N. Miles Avenue Valley Center, Kansas	Common Shares Class B Common Shares	109,500 1,500	1 2	% %	108,000 0	*
CPR Partnership 7460 E RO 176 Scott City, Kansas	Common Shares Class B Common Shares	109,500 1,500	1 2	% %	108,000 0	*
Vince Grady(4)(5) 2105 N. Rutgers Wichita, Kansas	Common Shares Class B Common Shares	109,500 1,500	1 2	% %	108,000 0	*
Brad Grady (4)(5) 2521 Watersedge Ct. Wichita, Kansas
Grady Investments LLC (4) 2744 N. Northshore Ct. Wichita, Kansas	Common Shares Class B Common Shares	109,500 1,500	1 2	% %	108,000 0	*

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Name and Address	Title of Class of Shares	Total Number of Securities Owned Beneficially	Percent of Class (1)		Number of Registered Securities	Percent After Sale (2)
Great Empire Energy LLC (4) 7130 W. Maple Wichita, Kansas	Common Shares Class B Common Shares	109,500 1,500	1 2	% %	108,000 0	*
Stephen J. & Deborah L. Hageman (4) 104 S. Brownthrush Cir. Wichita, Kansas	Common Shares Class B Common Shares	109,500 1,500	1 2	% %	108,000 0	*
Larry Mark Jacob (4) 316 Lincoln St. Sedgwick, Kansas	Common Shares Class B Common Shares	109,500 1,500	1 2	% %	108,000 0	*
Marc L. & Diane M. Kessinger (4) 1742 N. Cheryl Wichita, Kansas	Common Shares Class B Common Shares	109,500 1,500	1 2	% %	108,000 0	*
James S. Korwin (4) 8029 SW 96th St. Sedgwick, Kansas	Common Shares Class B Common Shares	109,500 1,500	1 2	% %	108,000 0	*
Real Estate Connections, Inc. (4) P. O. Box 214 Andover, Kansas	Common Shares Class B Common Shares	109,500 1,500	1 2	% %	108,000 0	*
Clayton R. McCullough (4) 911 S. 199th St. W. Goddard, Kansas	Common Shares Class B Common Shares	109,500 1,500	1 2	% %	108,000 0	*
Michael K. Porterfield (4) 7525 Millstream Rd. Kechi, Kansas	Common Shares Class B Common Shares	109,500 1,500	1 2	% %	108,000 0	*
Screw Machine Products, Inc. (4) 604 N. Washington Wichita, Kansas	Common Shares Class B Common Shares	109,500 1,500	1 2	% %	108,000 0	*
Jerald F. Willet (4) 12585 E. Walton Drive Floral City, Florida	Common Shares Class B Common Shares	109,500 1,500	1 2	% %	108,000 0	*
Paul J. & Patricia J. Willet (4) 12514 W. Binter Ct. Wichita, Kansas	Common Shares Class B Common Shares	109,500 1,500	1 2	% %	108,000 0	*
Pebworth St. Ives, Inc. 5119 Haverford Avenue Indianapolis, Indiana	Common Shares	48,960	1	%	48,960	0
Shareholder Relations 4315 E. 115th Avenue Denver, Colorado	Common Shares	39,000	*		39,000	0

* Less than 1%

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(1) The percentage calculation does not include Common Shares which may be issued upon the exercise of the warrants.

(2) This percentage calculation relates to the shares held by selling shareholders assuming that all shares registered on behalf of selling shareholders are sold and no warrants are exercised.

(3) The number of Common Shares listed as beneficially owned and the related percentages include the 3,000 Common Shares which the shareholder would receive if the Class B Common Shares were converted to Common Shares.

(4) The number of Common Shares listed as beneficially owned and the related percentages include the 1,500 Common Shares which the shareholders would receive if the Class B Common Shares were converted to Common Shares.

(5) Vince Grady and Brad Grady hold the shares listed jointly.

SECURITIES

Common Shares

Issued. Gold Ribbon Holdings is authorized to issue 64,500,000 Common Shares, par value $0.01 per share, of which 8,004,960 Common Shares were issued and outstanding on the date of this prospectus. There will be approximately 1,119 holders of the issued and outstanding Common Shares after the distribution. However, Timothy Schwab and Richard Hageman currently own approximately 61% of the issued and outstanding Common Shares and, together with their ownership of approximately 69% of the Class B Common Shares, control Gold Ribbon Holdings. Messrs. Schwab and Hageman in turn control the Operating Company. All Common Shares now outstanding are fully paid and nonassessable and do not have preemptive rights.

Voting. The holders of Common Shares are generally entitled to one vote per share on all entitled matters, including the election of directors. However with respect to the election of directors, such holders elect only 25% of the members of the board of directors. Holders of Class B Common Shares are entitled to elect the remaining directors and control the board of directors. There is no cumulative voting for directors.

Dividends. The holders of Common Shares have a noncumulative $0.05 per share annual dividend preference over non-stock dividends paid on Class B Common Shares if declared by the board of directors. In addition, holders of Class B Common Shares may not receive any dividends unless holders of Common Shares receive a dividend at least equal to the dividend paid to holders of Class B Common Shares. Stock dividends may only be paid to holders of Common Shares in Common Shares and only if the same number of Class B Common Shares will be paid with respect to each outstanding Class B Common Share. The payment of dividends are subject to the preferential dividend rights of any issued and outstanding preferred shares.

Liquidation. Common Shares have a liquidation preference over Class B Common Shares equal to $0.01 per share. Otherwise, holders of Common Shares share ratably in all assets available for distribution with all other classes of common shares. Any distribution with respect to Common Shares will not be made until the stated value and any unpaid cumulative dividends of any issued and outstanding preferred shares is first distributed to holders of such shares and is also subject to any preferential rights of the holders of any other outstanding securities.

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Class B Common Shares

Issued. In addition to Common Shares, Gold Ribbon Holdings is authorized to issue 500,000 Class B Common Shares, $.01 par value per share, of which 98,500 shares were issued and outstanding on the date of this prospectus. Messrs. Schwab and Hageman each own 34,000 Class B Common Shares and own approximately 69% of the issued and outstanding Class B Common Shares. Holders of Class B Common Shares have preemptive rights with respect to the issuance of Class B Common Shares. All Class B Common Shares now outstanding are fully paid and nonassessable.

Voting. Holders of Class B Common Shares have the right to one vote per share on all matters on which they are entitled to vote. However, with respect to the election of directors, the holders of Class B Common Shares elect 75% of the members of Gold Ribbon’s board of directors. There are no cumulative voting rights.

Dividends. Holders of Class B Common Shares are entitled to receive dividends if declared subject to dividend rights of any holders of preferred shares and to a non-cumulative $0.05 per share annual dividend preference on each Common Share. In addition, holders of Class B Common Shares may not receive any dividend unless holders of Common Shares receive a dividend at least equal to the dividend paid to holders of Class B Common Shares. Stock dividends may only be paid to holders of Class B Common Shares in Class B Common Shares and may only be paid in shares at all if the same number of Common Shares will be paid with respect to each outstanding Common Share.

Liquidation. Holders of Class B Common Shares are entitled to share ratably in all of the assets of Gold Ribbon Holdings available for distribution to holders of all classes of its common shares upon liquidation, dissolution or winding up, subject to the preference of holders of Common Shares, the stated value and unpaid cumulative dividend of any outstanding preferred shares and to any preferential rights of other shareholders.

Additional Terms. The board of directors must seek the approval of a majority of the holders of Class B Common Shares to grant rights to subscribe for, purchase or issue additional Class B Common Shares. Each Class B Common Share may also be converted into one Common Share at any time at the option of the holder.

Preferred Shares

The board of directors has the authority to issue, in one or more series, up to 10,000,000 preferred shares. Such shares will have the preferences, rights and limitations established by the board of directors, except that the voting rights, if any, of one preferred share may not exceed the voting rights of one Common Share. Currently, the board of directors has not created any series of preferred shares and there are no preferred shares outstanding. There are no current plans to issue any preferred shares.

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Common Stock Purchase Warrants

Issued. Upon completion of the distribution described in this prospectus, Gold Ribbon Holdings will have outstanding 3,986,000 Common Stock Purchase Warrants, each warrant entitling the holder to purchase 200 Common Shares. There will be approximately 1,095 holders of the warrants after the distribution by Monogenesis. A holder of warrants will not have any rights or privileges of a shareholder by reason of holding the warrants prior to exercise of such warrants. At such time as 60,000 warrants have been exercised, no more warrants may be exercised and the remainder will expire. Gold Ribbon Holdings will keep available a sufficient number of authorized Common Shares to permit exercise of up to 60,000 warrants. The warrants were issued pursuant to a Warrant Agreement between Gold Ribbon Holdings and Registrar and Transfer Company. All descriptions of the warrants are qualified in their entirety by reference to the Warrant Agreement which is included as an exhibit to the Registration Statement of which this prospectus is a part.

Exercise. The warrants may be exercised at any time during the period beginning on the date of this prospectus and ending on the earlier of the date that 60,000 warrants are exercised or seven months from the date of this prospectus, at an exercise price of $5.00 per share, subject to adjustment. No more than 60,000 warrants may be exercised and the exercise price paid for any warrants in excess of such number shall be returned. No fractional Common Shares will be issued in connection with the exercise of warrants. Gold Ribbon Holdings has no right to call the warrants; however, at such time as 60,000 have been exercised, the remaining warrants shall expire. If a holder of warrants fails to exercise the warrants prior to their expiration, the warrants will expire and the holder will have no further rights under the warrants. The exercise price of the warrants and the number of Common Shares issuable upon exercise of the warrants will be subject to adjustment in the event of stock dividends, stock splits, combinations, reorganizations, subdivisions and reclassifications. No assurance can be given that the market price of the Common Shares will exceed the exercise price at any time during the term of the warrants.

Trading. If a market for the warrants develops, the holder may sell the warrants instead of exercising them. There can be no assurance that a market for the warrants will develop or continue. If Gold Ribbon Holdings is unable to qualify the Common Shares underlying the warrants for sale (or the shares are exempt from qualification) under the securities laws of the states in which the various holders of the warrants then reside, holders of the warrants may have no choice but to let the warrants expire.

Transfer Agent, Registrar and Warrant Agent

The transfer agent and registrar for the Common Shares and the warrant agent for the warrants is Registrar and Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016-3572.

DIVIDENDS

Gold Ribbon has not paid any dividends and must receive funds from its subsidiary, in order to pay dividends. In addition, the Operating Company has not paid any dividends. It is likely that if Gold Ribbon borrows funds to construct the plant that any lender will impose restrictions on payment of dividends. There is no guaranty that Gold Ribbon will pay dividends in the future.

66

LIABILITY AND INDEMNIFICATION OF

DIRECTORS AND OFFICERS

Officers and directors of Gold Ribbon are covered by provisions of the Delaware General Corporation Law and our Certificate of Incorporation and bylaws, which serve to limit, and, sometimes to indemnify them against, some of the liabilities which they may incur in such capacities.

Limitations on Liability

Delaware has enacted legislation which authorizes corporations to limit or eliminate the personal liability of directors to corporations and their shareholders for monetary damages for breach of a director’s fiduciary duty of care. The duty of care requires that, when acting on behalf of the corporation, directors must exercise an informed business judgment based on all material information reasonably available to them. Absent the limitations authorized by the legislation, directors are accountable to corporations and their shareholders for monetary damages for conduct constituting negligence or gross negligence in the exercise of their duty of care. Although the statute does not change a directors’ duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or rescission by including specified provisions in its Certificate of Incorporation.

Gold Ribbon’s Certificate of Incorporation limits the liability of directors to the corporation or its shareholders (in their capacity as directors, but not in their capacity as officers) to the fullest extent permitted by the legislation. Specifically, directors of Gold Ribbon will not be personally liable for monetary damages for breach of director’s fiduciary duty as a director, except for liability:

(1) for any breach of the director’s duty of loyalty to the company or its shareholders;

(2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing and culpable violation of law;

(3) for acts or omissions that a director believes to be contrary to the best interests of the company or its shareholders or that involve the absence of good faith on the part of the director;

(4) for unlawful payments of dividends or making of a distribution or unlawful stock repurchases or redemptions;

(5) for any transaction from which the director derived an improper personal benefit;

(6) for acts or omissions that show a reckless disregard for the director’s duty to the company or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing duties, of a risk of services injury to the company or its shareholders; or

67

(7) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the company or our shareholders.

The Articles of Incorporation of U.S. Bio Energy and Kansas law, provide similar protections to its directors.

Indemnification

Gold Ribbon Holdings’ Certificate of Incorporation and Bylaws provides that for indemnification of its directors and officers, and former directors and officers, or any person who may have served at our request as a director or officer of another corporation in which Gold Ribbon owns shares of capital stock (including Gold Ribbon Bio Energy Co.) or of which Gold Ribbon is a creditor, against expenses of the defense of any proceeding in which any of them is a party because they are or were our directors or officers, or of such other corporation, to the fullest extent permitted under Delaware law. There is no indemnification if such person is found to be liable for negligence or misconduct in the performance of duty or if the exclusion of personal liability of directors for monetary damage described above is not available.

The indemnification and advancement of expenses under Gold Ribbon’s Bylaws are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may otherwise be entitled. It is policy that indemnification of the persons specified in the Bylaws is to be made to the fullest extent permitted by law. The indemnification and advancement of expenses under the Bylaws, unless otherwise provided when authorized or ratified, continues as to a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such person.

The Articles of Incorporation of U.S. Bio Energy provide similar indemnification for its directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers or other control persons pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

AVAILABLE INFORMATION

Gold Ribbon will furnish annual reports containing audited financial statements to shareholders. Additional unaudited reports may be provided to shareholders at such time as we may determine or as required by law. Gold Ribbon will also be subject to the reporting requirements of the Securities Exchange Act of 1934 upon completion of the distribution.

Gold Ribbon has filed a registration statement on Form SB-2 under the Securities Act of 1933 with the Securities and Exchange Commission in Washington, D.C. The prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement as filed including the exhibits thereto. The registration statement may be reviewed

68

and copied at the Public Reference Room of the SEC located at Room 1580, 100 F. Street, N.E. The public may obtain information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, Gold Ribbon is an electronic filer. The SEC maintains an Internet site which contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov.

Statements made in this prospectus as to the contents of any contract or other document are not necessarily complete, and, where such contract or other document has been filed as an exhibit to the registration statement, reference is hereby made to such exhibit and each such statement is qualified in all respects by such reference.

LEGAL MATTERS

The validity of the issuance of the Common Shares and the Common Stock Purchase Warrants has been passed upon by Stoll Keenon Ogden PLLC, 2000 PNC Plaza, 500 West Jefferson, Louisville, Kentucky 40202.

EXPERTS

Boulay, Heutmaker, Zibell & Co., P.L.L.P. an independent registered accounting firm, has audited our financial statements as of December 31, 2006 and 2005, as set forth in their report appearing in this prospectus and registration statement. We have included our December 31, 2006 and 2005 audited financial statements in this prospectus and elsewhere in this registration statement in reliance on the report from Boulay, Heutmaker Zibell & Co. P.L.L.P. given on their authority as experts in accounting and auditing.

69

FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm - Boulay, Heutmaker, Zibell & Co., Certified Public Accountants	F-2
Balance Sheets - As of December 31, 2006 and 2005	F-3
Statements of Operations - For the years ended December 31, 2006 and 2005, and for the period from Inception (September 12, 2005) to December 31, 2006	F-4
Statement of Changes in Stockholders’ Equity - For the period from Inception (September 12, 2005) to December 31, 2006	F-5
Statements of Cash Flows - For the years ended December 31, 2006 and 2005, and Inception (September 12, 2005) to December 31, 2006	F-6
Notes to Financial Statements - December 31, 2006 and 2005	F-7
Condensed and Combined Balance Sheets (unaudited) - As of September 30, 2007 and 2006	F-15
Condensed and Combined Statements of Operations (unaudited) - For the nine months ended September 30, 2007 and 2006, and Inception (September 12, 2005) to September 30, 2007	F-16
Condensed and Combined Statements of Cash Flows (unaudited) - For the nine months ended September 30, 2007 and 2006, and Inception (September 12, 2005) to September 30, 2007	F-17
Notes to Unaudited Condensed and Combined Financial Statements - September 30, 2007 and 2006	F-18

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Gold Ribbon Bio Energy Co.

Sedgwick, Kansas

We have audited the accompanying balance sheets of Gold Ribbon Bio Energy Co. (formerly U.S. Bio Energy, Inc.), (a development stage company), as of December 31, 2006 and 2005 and the related statements of operations, changes in stockholders’ equity, and cash flows for the years then ended and the periods from inception (September 12, 2005) to December 31, 2006. These financial statements are the responsibility of the Company’s management. 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 Gold Ribbon Bio Energy Co. (formerly U.S. Bio Energy, Inc.) (a development stage company) as of December 31, 2006 and 2005, and the results of its operations and its cash flows for the years then ended and the periods from inception (September 12, 2005) to December 31, 2006, in conformity with U.S. generally accepted accounting principles.

/s/ Boulay, Heutmaker, Zibell & Co. P.L.L.P

Certified Public Accountants

Minneapolis, Minnesota

February 11, 2008

F-2

Gold Ribbon Bio Energy Co.

(formerly U.S. Bio Energy, Inc.)

(A Development Stage Company)

BALANCE SHEETS

	December 31, 2006			December 31, 2005
ASSETS
Current Assets
Cash and cash equivalents	$	205,202		$	71
Prepaid expenses		30,876			—
Total current assets		236,078			71
Deferred offering costs		57,080			—
Total Assets	$	293,158		$	71
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable	$	28,650		$	—
Commitments and Contingencies
Stockholders’ Equity
Class A common stock, no par
Authorized - 1,000,000 shares
Issued and outstanding - 985,000 in 2006; 700,000 in 2005		334,799			6,108
Deficit accumulated during development stage		(70,291	)		(6,037	)
Total stockholders’ equity		264,508			71
Total Liabilities and Stockholders’ Equity	$	293,158		$	71

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

F-3

Gold Ribbon Bio Energy Co.

(formerly U.S. Bio Energy, Inc.)

(A Development Stage Company)

STATEMENTS OF OPERATIONS

	Year Ended December 31 2006			Period Ended December 31 2005			From Inception (September 12, 2005) to December 31, 2006
Revenues	$	—		$	—		$	—
Operating Expenses
Organizational expenses		32,514			1,008			33,522
Professional and consulting fees		30,785			5,000			35,785
General and administrative		972			32			1,004
Total operating expenses		64,271			6,040			70,311
Operating Loss		(64,271	)		(6,040	)		(70,311	)
Other Income
Interest income		17			3			20
Total other income		17			3			20
Net Loss	$	(64,254	)	$	(6,037	)	$	(70,291	)
Net Loss Per Unit - Basic and Diluted
(724,205, 212,876, and 718,561 weighted average shares outstanding, respectively)	$	(0.089	)	$	(0.028	)	$	(0.098	)

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

F-4

Gold Ribbon Bio Energy Co,

(formerly U.S. Bio Energy, Inc.)

(A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

	Common Stock				Deficit Accumulated During Development Stage			Total Stockholders’ Equity
	Number of Shares	Amount Paid-In
Balance - September 12, 2005	—	$	—		$	—		$	—
Issuance of Class A Common Stock, September 2005	700,000		6,108			—			6,108
Net loss for the period ended December 31, 2005	—		—			(6,037	)		(6,037	)
Balance - December 31, 2005	700,000	$	6,108		$	(6,037	)	$	71
Additional capital from founding stockholders	—		57,815			—			57,815
Issuance of Class A Common Stock, December 2006	285,000		285,000			—			285,000
Costs associated with raising equity	—		(14,124	)					(14,124	)
Net loss for the year ended December 31, 2006	—		—			(64,254	)		(64,254	)
Balance - December 31, 2006	985,000	$	334,799		$	(70,291	)	$	264,508

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

F-5

Gold Ribbon Bio Energy Co.

(formerly U.S. Bio Energy, Inc.)

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

	Year Ended December 31, 2006			Period Ended December 31, 2005			From Inception (September 12, 2005) to December 31, 2006
Cash Flows from Operating Activities
Net loss	$	(64,254	)	$	(6,037	)	$	(70,291	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Changes in assets and liabilities		—			—			—
Accounts Payable		21,515			—			21,515
Prepaid expenses		(30,876	)		—			(30,876	)
Net cash used in operating activities		(73,615	)		(6,037	)		(79,652	)
Cash Flows from Financing Activities
Common stock issued		342,815			6,108			348,923
Payments for cost of raising capital		(64,069	)		—			(64,069	)
Net cash provided by financing activities		278,746			6,108			284,854
Net Increase in Cash		205,131			71			205,202
Cash – Beginning of Period		71			—			—
Cash – End of Period	$	205,202		$	71		$	205,202
Supplemental Disclosure of Noncash Financing activities
Deferred offering costs included in accounts payable	$	7,135		$	—		$	7,135

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

F-6

Gold Ribbon Bio Energy Co.

(formerly U.S. Bio Energy, Inc.)

(A Development Stage Company)

Notes to Financial Statements

December 31, 2006 and 2005

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company Reorganization

The Company formed a Delaware Corporation, Gold Ribbon Bio Energy Holdings Inc. (the Corporation) in August 2007. In October 2007, the Corporation became the sole owner of Gold Ribbon Bio Energy Co., formerly U.S. Bio Energy, Inc., through an exchange of shares of stock owned by all stockholders of the Company. (See note 2 and 5)

Nature of Business

The Company, which anticipates its plant location to be near Hesston, Kansas, was organized on September 12, 2005, to fund and construct a 40 million gallon biodiesel plant with distribution to blenders of fuels in the Wichita, Kansas, area, southwest United States, eastern United States, and the gulf states. In addition, the Company intends to produce and sell crude glycerin and polymers as co-products of biodiesel production. A date has not been determined for the start of construction. As of December 31, 2006, the Company is in the development stage with its efforts principally devoted to organizational, project feasibility, equity raising, and permitting activities. In August 2007, the Company formed a Delaware Corporation, Gold Ribbon Bio Energy Holdings Inc. (the Corporation) which is the sole shareholder of Gold Ribbon Bio Energy Co. (formerly U.S. Bio Energy, Inc.) (the Company) as of October 2007. (See note 2)

Fiscal Reporting Period

The Company adopted a year ended December 31 for reporting 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 the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.

Cash and Cash Equivalents

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

The Company maintains its accounts at one financial institution. At times throughout the year, the Company’s cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation.

F-7

Gold Ribbon Bio Energy Co.

(formerly U.S. Bio Energy, Inc.)

(A Development Stage Company)

Notes to Financial Statements

December 31, 2006 and 2005

Deferred Offering Costs

The Company defers the cost incurred to raise equity financing until that financing occurs. At such time that the issuance of new equity occurs, these costs are netted against the proceeds received; or if the financing does not occur, they are expensed.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements. Because the Company is in the development stage, a valuation adjustment equal to the deferred tax benefit was recognized. Accordingly, no current or deferred tax expense is presented on the financial statements.

Organizational and Start Up Costs

The Company expenses all organizational and start up costs as incurred. Organizational costs consist of amounts related to the formation of the company. Start-up costs consist of amounts incurred during the development stage related to the operation and management of the Company which do not qualify as a capitalized cost.

Earnings per share

Basic net income (loss) per share is computed on the basis of the weighted-average number of shares outstanding for the period. The diluted net income per share is computed by dividing the net income for the period by the weighted-average number of shares outstanding for the period with consideration given for certain potentially dilutive shares that have been issued including dividends and warrants. The Company has not had any dilutive-type transactions as of December 31, 2006 and 2005.

Recently Issued Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (FIN No. 48). FIN No. 48 will be effective for the Company as of January 1, 2007. FIN No. 48 defines the threshold for recognizing the benefits of tax positions in the financial statements as “more-likely-than-not” to be sustained upon examination. The interpretation provides guidance on the de-recognition, measurement and classification of income tax uncertainties, along with any related interest and penalties. FIN No. 48 also requires expanded disclosure at the end of each annual reporting period, including a tabular reconciliation of unrecognized tax benefits. The Company is in the process of evaluating the effect, if any, that the adoption of FIN No. 48 may have on its results of operations and financial condition.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (SFAS 157), Fair Value Measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting

F-8

Gold Ribbon Bio Energy Co.

(formerly U.S. Bio Energy, Inc.)

(A Development Stage Company)

Notes to Financial Statements

December 31, 2006 and 2005

principles, and expands disclosures about fair value measurements. This statement does not require any new fair value measurements; rather, it applies under other accounting pronouncements that require or permit fair value measurements. The provisions of this statement are to be applied prospectively as of the beginning of the fiscal year in which this statement is initially applied, with any transition adjustment recognized as a cumulative-effect adjustment to the opening balance of retained earnings. The provisions of SFAS 157, as issued, are effective for the fiscal years beginning after November 15, 2007. However, on December 14, 2007, the FASB issued a proposed FASB Staff Position that would amend SFAS 157 to delay the effective date of Statement 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (that is, at least annually). The proposed Staff Position defers the effective date of Statement 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of the proposed Staff Position. The Company is evaluating the effect, if any, that the adoption of SFAS 157 will have on its results of operations, financial position, and the related disclosures.

In February 2007, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 159 (SFAS No. 159), The Fair Value Option for Financial Assets and Financial Liabilities- Including an amendment of FASB Statement No. 115 (Accounting for Certain Investments in Debt and Equity Securities). SFAS No. 159 provides companies with an option to report selected financial assets and liabilities at fair value and is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. The Company is in the process of evaluating the effect, if any, that the adoption of SFAS No. 159 may have on its results of operations and financial position and related disclosures.

2. STOCKHOLDERS’ EQUITY

Founding Members

The Company was initially capitalized by contributions from its founding stockholders and additional seed capital investors. The founding stockholders contributed $63,923 in exchange for 700,000 shares of Class A common stock.

Private Placement Memorandum

The Company issued a Private Placement Memorandum dated October 4, 2006 for the sale of 300,000 shares of Class A stock. The stock was offered at a price of $1 per share. The maximum amount to be collected from the offering was $300,000. A potential investor was required to make a minimum purchase of 15,000 shares at a cost of $15,000. In total, 285,000 shares were sold and issued at December 1, 2006 through this offering. The proceeds from this offering are for organizational, permitting, and other development costs.

F-9

Gold Ribbon Bio Energy Co.

(formerly U.S. Bio Energy, Inc.)

(A Development Stage Company)

Notes to Financial Statements

December 31, 2006 and 2005

As of December 31, 2006, the Company had issued and outstanding 985,000 shares of Class A common stock were held by 19 stockholders in consideration of total capital contribution of $348,923, offset by $14,124 of offering costs.

Common Stock

As specified in the Company’s Articles of Incorporation, the Company had one class of common stock. The articles authorize 1,000,000 shares of Class A common stock. No stockholder may transfer all or any portion of an interest without the prior written consent of the Board of Directors.

Formation of Holding Company and Reorganization

In August 2007, the Company formed a Delaware Corporation, Gold Ribbon Bio Energy Holdings Inc. (the Corporation) which later became the sole shareholder of Gold Ribbon Bio Energy Co., formerly U.S. Bio Energy, Inc. (the Company), through an exchange of shares held by shareholders of the Company. The new holding company’s articles authorize 75,000,000 shares of stock, of which 64,500,000 shares shall be designated “common shares,” 500,000 shall be designated “Class B common shares,” and 10,000,000 shall be designated “Preferred shares.” The Corporation shall not sell or offer to sell any Class B common shares without the prior approval of the holders of a majority of the issued and outstanding Class B common shares.

In October 2007, the existing shareholders of the Company were issued stock in the new holding company in an exchange of shares, in the ratio of 7.2 common shares of the new holding company for each share of common stock in the Company and one Class B common share in the new holding company for each 10 shares of common stock. Owners of the Company will hold 7,092,000 common shares and 98,500 Class B common shares in Gold Ribbon Bio Energy Holdings Inc. Common and Class B shares have equal rights and privileges except as described below.

Dividend Preferences

Dividends shall not be paid to Class B shares unless and until the Corporation has paid the holders of common shares a dividend of not less than $.05 per share during such year and provided that the dividend per share to the holders of common shares is at least equal to the amount of the dividend to the Class B shares during such year. The Corporation may pay dividends to holders of Common shares in excess of dividend paid, or without paying dividends to holders of Class B shares. The dividend preference for Common shares is not cumulative. Stock dividends on Common and Class B stock shall be for the same class of stock as the dividend that is issued and will also be issued in equal amounts for each of these classes of stock.

F-10

Gold Ribbon Bio Energy Co.

(formerly U.S. Bio Energy, Inc.)

(A Development Stage Company)

Notes to Financial Statements

December 31, 2006 and 2005

Voting Privileges

Voting privileges are as follows: Each share shall be entitled to one vote. The Common and Preferred shareholders are entitled to elect 25% of the directors of the Corporation. The Class B shareholders are entitled to elect the remaining directors.

Monogenesis Agreement and Initial Public Distribution

In June 2006, the Company entered into a consulting agreement with Monogenesis Corporation (Monogenesis) to provide professional services relating to equity financing. In accordance with this agreement, the Company agreed to pay Monogenesis a monthly $7,135 processing fee, plus fees for other services. This processing fee is to be paid until eight months transpire or the effective date of the Initial Public Distribution. The processing fee incurred on December 31, 2006 is $57,080. At December 31, 2006 payments to Monogenesis totaled $49,945. The remaining $7,135 is included in accounts payable at December 31, 2006. In addition, if the Initial Public Distribution is successful, Monogenesis will receive approximately 150,000 shares of common stock of Gold Ribbon Bio Energy Holdings Inc.

Monogenesis then proposed a Stock Purchase Agreement to the Company and the Corporation (Gold Ribbon) which will become executed concurrently with the registration statement becoming effective with the United Stated Securities and Exchange Commission (SEC). In the registration, Monogenesis will purchase, and Gold Ribbon will issue to Monogenesis, 750,000 of its Common shares at a purchase price of $0.01 per share together with 2,986,000 Warrants at a purchase price of $0.001 per warrant. Monogenesis will retain 150,000 shares as noted above.

Monogenesis then proposes to distribute, as a dividend to its approximately 1,000 institutional shareholders, 200 Common Shares and 1,000 warrants for each share of the approximately 3,000 shares of Monogenesis outstanding. The warrants would allow each of these investors an opportunity to invest up to $1,000,000 in 400,000 Common Shares per every one Monogenesis share held.

Each warrant issued contains the option to purchase 200 shares with an offering price of $5.00 per share and a warrant exercise price of $1,000. The warrants will be exercisable for approximately 7 months following the effective date of the registration with the SEC. The goal of this financing arrangement is to raise $20,000,000 to $60,000,000 in additional equity from Monogenesis shareholders for plant construction.

This proposal also allows Equity Financial Resources, Inc. (see Note 4) to buy 210,000 shares for $2,100, allows a financial public relations firm to purchase 37,500 shares for $375, and allows a broker/dealer to purchase 75,000 Common Shares and 1,000,000 warrants for $1,750.

F-11

Gold Ribbon Bio Energy Co.

(formerly U.S. Bio Energy, Inc.)

(A Development Stage Company)

Notes to Financial Statements

December 31, 2006 and 2005

3. INCOME TAXES

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 Accounting for Income Taxes, whereby deferred taxes are provided on temporary differences arising from assets and liabilities whose bases are different for financial reporting and income tax purposes. Deferred taxes are related to the effects of organizational and start-up costs capitalized for tax purposes.

Deferred taxes consist of the following at December 31:

	2006				2005
	Current	Non-current			Current	Non-current
Deferred tax assets	—	$	6,974		—	$	—
Deferred tax liabilities	—		—		—		(798	)
Valuation allowance	—		(6,974	)	—		798
Net deferred tax	—	$	—		—	$	—

Income tax benefit (expense) for the years ended December 31, consisted of the following:

	2006			2006
Current tax expense	$	—		$	—
Deferred taxes		6,974			(798	)
(Decrease) in valuation allowance		(6,974	)		798
Income tax benefit (expense)	$	—		$	—

The provisions for income tax shown on the statements of operations differ from the amounts that would result from applying statutory tax rates to income before taxes because of certain expenses that are not deductible for tax purposes and the effect of the valuation allowance. No income taxes were paid in 2006 and 2005.

As of December 31, 2006, the Company had net operating loss carryforwards of $5,012 that can be deducted against future taxable income. The tax carry forward amount begins expiring in 2020. The valuation allowance at December 31, 2006 and 2005 eliminates the net deferred tax benefit due to the uncertainty that the tax benefits would ever be realized.

4. COMMITMENTS AND CONTINGENCIES

Land Option

On March, 29 2007, the Company paid $1,000 for an option to purchase approximately 60 acres of land for a price of $6,000 per acre. If the option is not exercised within the first six months of the option period, the Company will be required to pay an additional deposit of $5,000. Thereafter, if the option is not exercised during the next six months of the option period, the company will be required to pay an additional deposit of $10,000. The total of any deposits paid will be applied to the purchase price of the land. The option expires on September 29, 2008. The Company is considering this parcel of land as a viable site for their biodiesel plant.

F-12

Gold Ribbon Bio Energy Co.

(formerly U.S. Bio Energy, Inc.)

(A Development Stage Company)

Notes to Financial Statements

December 31, 2006 and 2005

Plant Construction

The total cost of the project, including the construction of the biodiesel plant and start-up expenses, is expected to approximate $53,250,000. The Company anticipates funding the development of the biodiesel plant by raising additional equity of $20,000,000 to $60,000,000 and possibly securing financing for up to $33,250,000. The amount of debt financing depends on the amount of equity raised in the Initial Public Distribution.

Consulting Contracts

In June, 2006, the Company entered into a consulting agreement with Equity Financial Resources, Inc. (Equity Financial) to provide professional services including assistance developing a business plan and equity financing. In accordance with this agreement, the Company agreed to pay Equity Financial a monthly $6,000 intermediary retainer fee, plus fees for other services. This intermediary retainer fee is to be paid until four months transpire or the effective date of the Initial Public Distribution, whichever is sooner. The intermediary retainer fee totaled $24,000. At December 31, 2006, the fee had not been paid and it is disputed. The fee is not included in accounts payable as management believes they will prevail in not paying Equity Financial. The Company also agreed that if the Initial Public Distribution is successful, Equity Financial may have the option to purchase 210,000 of Class A common stock for a total of $2,100.

In July 2007, the Company entered into a consulting agreement with Spartan Securities Group, Ltd. to provide professional services and opinions as to the market value of warrants that are to be issued during the formation of Gold Ribbon Bio Energy Holdings, Inc. Spartan is expected to review the proposed registration statement, the warrant agreement, and the initial Black-Scholes calculations to value the warrants. In accordance with the agreement, the Company agrees to cause the new holding company to issue Spartan 75,000 common shares and 1,000,000 common stock warrants in consideration for Spartan’s efforts.

In July 2007, the Company entered into an agreement with Pebworth St. Ives, LLC. In accordance with this agreement, the Company agrees to cause Gold Ribbon Bio Energy Holdings Inc. to issue 48,960 Common shares as consideration for management advice relating to capitalization and warrant structuring to become a public company.

5. SUBSEQUENT EVENTS

In January 2008, the Company filed with the state of Kansas to change the name of the Company to Gold Ribbon Bio Energy Co.

F-13

Gold Ribbon Bio Energy Co.

(formerly U.S. Bio Energy, Inc.)

(A Development Stage Company)

Notes to Financial Statements

December 31, 2006 and 2005

The Company plans to file Form S-1 Registration Statement with the Securities and Exchange Commission (SEC) relating to the above mentioned initial public distribution. The offering will register 3,735,760 common shares and 1,000,000 warrants held by its shareholders for resale from time to time.

F-14

Gold Ribbon Bio Energy Holdings Inc. and Affiliate

(Development Stage Companies)

CONDENSED AND COMBINED BALANCE SHEETS (UNAUDITED)

	September 30, 2007			September 30, 2006
Current Assets
Cash	$	73,740		$	88
Accounts receivable		23			—
Prepaid expenses		16,600			3,407
Total current assets		90,363			3,495
Other Assets
Deferred offering costs		117,790			19,593
Land option		1,000			—
Total other assets		118,790			19,593
Total Assets	$	209,153		$	23,088
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	14,141		$	—
Accrued liabilities		6,850			—
Total current liabilities		20,991			—
Stockholders’ Equity
Common Stock		334,799			58,608
Deficit accumulated during the development stage		(146,637	)		(35,520	)
Total stockholders’ equity		188,162			23,088
Total Liabilities and Stockholders’ Equity	$	209,153		$	23,088

The accompanying notes are an integral part of these

unaudited condensed and combined financial statements

F-15

Gold Ribbon Bio Energy Holdings Inc. and Affiliate

(Development Stage Companies)

CONDENSED AND COMBINED STATEMENTS OF OPERATIONS (UNAUDITED)

	Nine Months Ended September 30, 2007			Nine Months Ended September 30, 2006			From Inception (September 12, 2005) to September 30, 2007
Revenues	$	—		$	—		$	—
Operating Expenses
Start-up expenses		7,275						7,275
Organizational expenses		31,535			—			65,057
Professional and consulting fees		36,759			29,400			72,544
General and administrative		777			97			1,781
Total operating expenses		76,346			29,497			146,657
Operating Loss		(76,346	)		(29,497	)		(146,657	)
Other Income
Interest income		—			14			20
Total other income		—			14			20
Net loss	$	(76,346	)	$	(29,483	)	$	(146,637	)
Net Loss Per Share – Basic and Diluted
(981,546, 700,000 and 814,352 weighted average shares outstanding, respectively)	$	(0.078	)	$	(0.042	)	$	(0.180	)

The accompanying notes are an integral part of these

unaudited condensed and combined financial statements

F-16

Gold Ribbon Bio Energy Holdings Inc. and Affiliate

(Development Stage Companies)

CONDENSED AND COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Nine Months Ended September 30, 2007			Nine Months Ended September 30, 2006			From Inception (September 12, 2005) to September 30, 2007
Cash Flows from Operating Activities
Net loss	$	(76,346	)	$	(29,483	)	$	(146,637	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Change in assets and liabilities
Accounts receivable		(23	)					(23	)
Prepaid expenses and other current assets		14,276			(3,407	)		(16,600	)
Accounts payable and accrued expenses		(7,659	)		—			20,991
Net cash used in operating activities		(69,752	)		(83	)		(142,269	)
Cash Flows from Investing Activities
Purchase of land option		(1,000	)		—			(1,000	)
Net cash used in investing activities		(1,000	)		—			(1,000	)
Cash Flows from Financing Activities
Issuance of common stock					52,500			334,799
Cost of raising equity		(60,710	)		(19,593	)		(117,790	)
Net cash provided by (used in) financing activities		(60,710	)		100			217,009
Net increase in cash and cash equivalents		(131,462	)		17			73,740
Cash – Beginning of Period		205,202			71			—
Cash – End of Period	$	73,740		$	88		$	73,740

The accompanying notes are an integral part of these

unaudited condensed and combined financial statements

F-17

Gold Ribbon Bio Energy Holdings Inc. and Affiliate

(Development Stage Companies)

Notes to Unaudited Condensed and Combined Financial Statements

September 30, 2007 and 2006

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Combination

The combined financial statements include the accounts of Gold Ribbon Bio Energy Holdings Inc. (the Corporation) and its affiliate under common management, Gold Ribbon Bio Energy Co., formerly US Bio Energy, Inc. (the Company, collectively the “Entity”). All significant inter-company balances and transactions are eliminated in combination. The Corporation’s principal business activities are carried out through its affiliate as of September 30, 2007. In October 2007, the Corporation became the sole owner of the Company through an exchange of shares of stock owned by all members of the Company. (See Note 2)

Nature of Business

The Company, which anticipates its plant location to be near Hesston, Kansas, was organized on September 12, 2005, to fund and construct a 40 million gallon biodiesel plant with distribution to blenders of fuels in the Wichita, Kansas, area, southwest United States, eastern United States, and the gulf states. In addition, the Entity intends to produce and sell crude glycerin and polymers as co-products of biodiesel production. A date has not been determined for the start of construction. As of September 30, 2007, the Entity is in the development stage with its efforts principally devoted to organization, project feasibility, equity raising, and permitting activities. In August 2007, the Company formed a Delaware Corporation, Gold Ribbon Bio Energy Holdings Inc. (the Corporation) which is the sole shareholder of Gold Ribbon Bio Energy Co., formerly U.S. Bio Energy, Inc. (the Company), as of October 2007. (See Note 2)

Fiscal Reporting Period

The Entity adopted a year ended December 31 for reporting financial operations.

Basis of Accounting

The unaudited financial statements contained herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America.

In the opinion of management, all adjustments considered necessary for a fair presentation are included in the accompanying financial statements. The results of operations for the nine month periods ended September 30, 2007 and 2006 are not necessarily indicative of the results expected for a full year.

These financial statements should be read in conjunction with the financial statements and notes included in the Company’s audited financial statements for the years ended December 31, 2006 and 2005.

F-18

Gold Ribbon Bio Energy Holdings Inc. and Affiliate

(Development Stage Companies)

Notes to Unaudited Condensed and Combined Financial Statements

September 30, 2007 and 2006

Accounting Estimates

Management uses estimates and assumptions in preparing financial statements in accordance with U.S. generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.

Cash and Equivalents

The Entity considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

The Entity maintains its accounts at two financial institutions. At times throughout the year, the Entity’s cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation.

Deferred Offering Costs

The Entity defers the cost incurred to raise equity financing until that financing occurs. At such time that the issuance of new equity occurs, these costs will be netted against the proceeds received; if the financing does not occur, the deferred offering costs are expensed.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements. Because the Entity is in the development stage, a valuation adjustment equal to the deferred tax benefit was recognized. Accordingly, no current or deferred tax expense is presented on the financial statements.

Organizational and Start Up Costs

The Entity expenses all organizational and start up costs as incurred. Organizational costs consist of amounts related to the formation of the company. Start-up costs consist of amounts incurred during the development stage related to the operation and management of the Entity which do not qualify as a capitalized cost.

Earnings per unit

Basic net income (loss) per share is computed on the basis of the weighted-average number of shares outstanding for the period. The diluted net income per share is computed by dividing the net income for the period by the weighted-average number of shares outstanding for the period with consideration given for certain potentially dilutive shares that have been issued including dividends and warrants. The Entity has not had any dilutive-type transactions as of September 30, 2007 and 2006.

F-19

Gold Ribbon Bio Energy Holdings Inc. and Affiliate

(Development Stage Companies)

Notes to Unaudited Condensed and Combined Financial Statements

September 30, 2007 and 2006

2. EQUITY

Founding Members

The Company was initially capitalized by contributions from its founding stockholders and additional seed capital investors. The founding stockholders contributed $63,923 in exchange for 700,000 shares of common stock.

Private Placement Memorandum

The Company issued a Private Placement Memorandum dated October 4, 2006 for the sale of 300,000 shares of stock. The stock was offered at a price of $1 per share. The maximum amount to be collected from the offering was $300,000. A potential investor was required to make a minimum purchase of 15,000 shares at a cost of $15,000. In total, 285,000 shares were sold and issued at December 1, 2006 through this offering. The proceeds from this offering are for organization, permitting, and other development costs.

As of September 30, 2007, the Company had issued and outstanding 985,000 shares held by 20 stockholders in consideration of total capital contribution of $348,923.

Common Stock

As specified in the Company’s Articles of Incorporation, the Company had one class of common stock. The articles authorized 1,000,000 shares of Class A common stock. No stockholder may transfer all or any portion of an interest without the prior written consent of the Board of Directors.

Formation of Holding Company and Reorganization

In August 2007, the Company formed a Delaware Corporation, Gold Ribbon Bio Energy Holdings Inc. (the Corporation) which later became the sole shareholder of Gold Ribbon Bio Energy Co., formerly U.S. Bio Energy, Inc. (the Company), through am exchange of shares held by shareholders of the Company. The new holding company’s articles authorize 75,000,000 shares of stock, of which 64,500,000 shares shall be designated “common shares,” 500,000 shall be designated “Class B common shares,” and 10,000,000 shall be designated “Preferred shares.” The Corporation shall not sell or offer to sell any Class B common shares without the prior approval of the holders of a majority of the issued and outstanding Class B common shares.

In October 2007, the existing shareholders of the Company were issued stock in the new holding company in the ratio of 7.2 Common shares of the new holding company for each share of common stock in the Company and one Class B common Share in the new holding company for each 10 shares of common stock. Owners of the Company will hold 7,092,000 Common Shares and 98,500 Class B Common shares in Gold Ribbon Bio Energy Holdings Inc. Common and Class B shares have equal rights and privileges except as described below.

F-20

Gold Ribbon Bio Energy Holdings Inc. and Affiliate

(Development Stage Companies)

Notes to Unaudited Condensed and Combined Financial Statements

September 30, 2007 and 2006

Dividend Preferences

Dividends shall not be paid to Class B shares unless and until the Corporation has paid the holders of common shares a dividend of not less than $.05 per share during such year and provided that the dividend per share to the holders of common shares is at least equal to the amount of the dividend to the Class B shares during such year. The Corporation may pay dividends to holders of common shares in excess of dividend paid, or without paying dividends to holders of Class B shares. The dividend preference for common shares is not cumulative. Stock dividends on common and Class B stock shall be for the same class of stock as the dividend that is issued and will also be issued in equal amounts for each of these classes of stock.

Voting Privileges

Voting privileges are as follows: Each share shall be entitled to one vote. The common and preferred shareholders are entitled to elect 25% of the directors of the Corporation. The Class B shareholders are entitled to elect the remaining directors.

Initial Public Distribution

In June 2006, the Company entered into a consulting agreement with Monogenesis Corporation (Monogenesis) to provide professional services including equity financing. In accordance with this agreement, the Company agreed to pay Monogenesis a monthly $7,135 Processing Fee, plus fees for other services. This Processing Fee is to be paid until eight months transpire or the effective date of the Initial Public Distribution. At September 30, 2007 payments to Monogenesis totaled $95,280, of which $38,200 is for reimbursement of fees related to Investment Act of 1940 compliance expenses and $57,080 for the processing fee. In addition, if the Initial Public Distribution is successful, Monogenesis Corporation will receive approximately 150,000 common shares of Gold Ribbon Bio Energy Holdings Inc.

Monogenesis then proposed a Stock Purchase Agreement to the Company and the Corporation (Gold Ribbon) which will become executed concurrently with the registration statement becoming effective with the United Stated Securities and Exchange Commission (SEC). In the registration, Monogenesis will purchase, and Gold Ribbon will issue to Monogenesis, 750,000 of its Common shares at a purchase price of $0.01 per share together with 2,986,000 Warrants at a purchase price of $0.001 per warrant. Monogenesis will retain 150,000 shares as noted above.

Monogenesis then proposes to distribute (Initial Public Distribution), as a dividend, to its approximately 1,000 institutional shareholders 200 Common Shares and 1,000 warrants for each share of the approximately 3,000 shares of Monogenesis outstanding. The warrants would allow each of these investors an opportunity to invest up to $1,000,000 in 400,000 common shares per every one Monogenesis share held.

Each warrant issued contains the option to purchase 200 common shares with an offering price of $5.00 per share and a warrant exercise price of $1,000. The warrants will be exercisable for approximately seven months following the effective date of the registration with the SEC. The goal of this financing arrangement is to raise $20,000,000 to $60,000,000 in additional equity from Monogenesis shareholders for plant construction.

F-21

Gold Ribbon Bio Energy Holdings Inc. and Affiliate

(Development Stage Companies)

Notes to Unaudited Condensed and Combined Financial Statements

September 30, 2007 and 2006

This proposal also allows Equity Financial Resources Inc. (see Note 3) to buy 210,000 common shares for $2,100, allows a financial public relations firm to purchase 37,500 shares for $375, and allows a broker/dealer to purchase 75,000 Common Shares and 1,000,000 warrants for $1,750.

3. COMMITMENTS AND CONTINGENCIES

Land Option

The Company paid $1,000 for an option to purchase approximately 60 acres of land as a viable site for their biodiesel plant. The $1,000 paid is included in land options on the balance sheet. If the option is not exercised within the first six months of the option period, the Company will be required to pay an additional deposit of $5,000. Thereafter, if the option is not exercised during the next six months of the option period, the company will be required to pay an additional deposit of $10,000. The total of any deposits paid will be applied to the purchase price of the land. The agreement provides for a purchase price of $6,000 per acre. The option expires on September 29, 2008.

Plant Construction

The total cost of the project, including the construction of the biodiesel plant and start-up expenses, is expected to approximate $53,250,000. The Company anticipates funding the development of the biodiesel plant by raising additional equity of $20,000,000 to $60,000,000 and possibly securing financing for up to $33,250,000. The amount of debt financing depends on the amount of equity raised in the Initial Public Distribution.

Consulting Contracts

In June, 2006, the Company entered into a consulting agreement with Equity Financial Resources, Inc. (Equity Financial) to provide professional services including assistance developing a business plan and equity financing. In accordance with this agreement, the Company agreed to pay Equity Financial a monthly $6,000 intermediary retainer fee, plus fees for other services. This intermediary retainer fee is to be paid until four months transpire or the effective date of the Initial Public Distribution, whichever is sooner. The intermediary retainer fee totaled $24,000. At September 30, 2007, the fee had not been paid and being disputed. The fee is not included in Accounts Payable as management believes they will prevail in not paying Equity Financial. The Company also agreed that if the Initial Public Distribution is successful, Equity Financial had the option to purchase 210,000 of Class A common stock for a total of $2,100. Management also disputes that Equity Financial may have the option to purchase any stock at a reduced price.

F-22

Gold Ribbon Bio Energy Holdings Inc. and Affiliate

(Development Stage Companies)

Notes to Unaudited Condensed and Combined Financial Statements

September 30, 2007 and 2006

In July 2007, the Company entered into a consulting agreement with Spartan Securities Group, Ltd. (Spartan) to provide professional services and opinions as to the market value of warrants that are to be issued during the formation of Gold Ribbon Bio Energy Holdings Inc. Spartan is expected to review the proposed registration statement, the warrant agreement, and the initial Black-Scholes calculations to value the warrants. In accordance with the agreement, the Company agrees to issue Spartan 75,000 common shares and 1,000,000 Common Stock Purchase Warrants in consideration for Spartan’s efforts.

In July 2007, the Company entered into an agreement with Pebworth St. Ives, LLC. In accordance with this agreement, the Company agrees to cause Gold Ribbon Bio-Energy Holdings Inc. to issue 48,960 Common shares as consideration for management advice relating to capitalization and warrant structuring to become a public company. As of September 30, 2007, professional fees relating to this agreement were recognized totaling $6,850.

4. SUBSEQUENT EVENTS

In January 2008, US Bio Energy, Inc. filed with the state of Kansas to change the name of the Company to Gold Ribbon Bio Energy Co.

The Company plans to file Form S-1 Registration Statement with the Securities and Exchange Commission (SEC) relating to the above mentioned Initial Public Distribution. The offering will register 3,735,760 common shares and 1,000,000 warrants held by its shareholders for resale from time to time.

F-23

No dealer, salesman or other person has been authorized to give any information or to make any representations other than those contained in this prospectus. Any information or representation which is not included in the prospectus should not be relied upon and is not authorized by the issuer. The delivery of this prospectus at any time does not imply that the information in the prospectus is correct at any time subsequent to its date of issue. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Selected Financial Data	4
Important Notices to Investors	5
Risk Factors	6
Forward Looking Statements	17
Plan of Distribution	18
Estimated Use of Proceeds	21
Estimated Sources of Funds	22
Capitalization	23
Dilution	23
Management’s Discussion	25
Business	31
Management	59
Certain Relationships and Related Transactions	61
Principal and Selling Shareholders	61
Securities	64
Liability and Indemnification of Directors and Officers	67
Available Information	68
Legal Matters	69
Experts	69
Financial Statements	F-1

4,332,960 Common Shares

and

3,986,000 Common Stock Purchase

Warrants

of

Gold Ribbon Bio Energy Holdings Inc.

PROSPECTUS

___________ ___, 2008

Until _____________________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

SEC registration fee	$	2,358
Legal fees and expenses		115,000
Accounting fees and expenses		55,000
Printing expenses		30,000
Transfer Agent fees		5,000
Other underwriting fees		192,780
Total	$	400,138

All of the above items except the registration fee are estimates.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Gold Ribbon Bio Energy Holdings Inc. has provisions in its Certificate of Incorporation which limit its directors’ monetary liability to it or its shareholders except: (a) for any breach of the director’s duty of loyalty to Gold Ribbon or its shareholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing and culpable violation of law; (c) for acts or omissions that a director believes to be contrary to the best interests of Gold Ribbon or its shareholders or that involve the absence of good faith on the part of the director; (d) for unlawful payment of dividends or making of a distribution or unlawful repurchase or redemption of its own stock; (e) for any transaction from which the director derived an improper personal benefit; (f) for acts or omissions that show a reckless disregard for the director’s duty to Gold Ribbon or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing his duties of a risk of serious injury to Gold Ribbon or its shareholders; or (g) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to Gold Ribbon or its shareholders.

Gold Ribbon is required to indemnify its officers and directors for any liability incurred by them in their capacity as such except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty or for which the exclusive of personal liability of directors for monetary damages described above is not available.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The Registrant issued 7,092,000 Common Shares and 98,500 Class B Common Shares to the shareholders of Gold Ribbon Bio Energy Co. in exchange for all of the issued and outstanding stock of Gold Ribbon Bio Energy Co. Gold Ribbon claimed exemption from registration of these securities under Section 4(2) of the Securities Act of 1933.

Of the Common Shares issued to shareholders of Gold Ribbon Bio Energy Holdings Inc., 3,582,960 Common Shares (in addition to the Common Shares sold to Monogenesis some of which will be dividend distributed) will be registered under this Registration Statement. The remaining securities issued will bear a restrictive legend.

II-1

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

		Exhibit Table Number	Page Number
I.	Underwriting Agreement	1
	(i)     See Stock Purchase Agreement and Plan of Reorganization (II(i))
II.	Plan of Acquisition, Reorganization, Arrangement and Liquidation or Succession	2	105
	(i)     Stock Purchase Agreement and Plan of Reorganization
III.	Articles of Incorporation and Bylaws	3
	(i)     Certificate of Incorporation of Gold Ribbon Bio Energy Holdings Inc.		126
	(ii)    Bylaws of Gold Ribbon Bio Energy Holdings Inc.		131
IV.	Instruments Defining the Rights of Security Holders	4
	(i)     Warrant Agreement Between Gold Ribbon Bio Energy Holdings Inc. and Registrar and Transfer Company		153
V.	Opinion of Counsel - Legality of Securities Being Registered	5	163
VI.	Materials Contracts	10	165
	(i)     Option to Purchase Agreement, dated March 29, 2007, by and between U.S. Bio Energy, Inc. (now Gold Ribbon Bio Energy Co.) and Warren K Wiggers, Trustee of the Arvilla Mae Wiggers Trust, Warren K. Wiggers, Trustee of the Orville E. Wiggers Trust, Herby Wiggers, Trustee of the Herby Wenger Family Living Trust, and Lois Breckner, Trustee of the Velma I. Wenger Revocable Trust, regarding approximately 60 acres near Hesston, Kansas		177
VII.	Subsidiaries of the Registrant	21	178
VIII.	Consent of Experts	23
	(i)     Consent of Boulay, Heutmaker, Zibell & Co., Independent Public Accountants
	(ii)    Consent of Counsel - See Exhibit 5

ITEM 17. UNDERTAKINGS.

(a) Rule 415 Offering. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the

II-2

information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material changes to such information in the registration statement.

(2) That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(d) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(e) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the

II-3

opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(f) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Sedgwick, Kansas on February 11, 2008.

	Gold Ribbon Bio Energy Holdings Inc.
Dated: February 11, 2008	By:	/s/ Timothy R. Schwab
		Timothy R. Schwab, President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

/s/ Timothy R. Schwab Timothy R. Schwab, Principle Executive Officer, Director	on February 11, 2008
/s/ Richard L. Hageman Richard L. Hageman, Principle Financial Officer, Director	on February 11, 2008
/s/ Buckley E. Thompson Buckley E. Thompson, Director	on February 11, 2008

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EX-2.(I)

Exhibit 1(i) and 2(i)

STOCK PURCHASE AGREEMENT

among

Gold Ribbon Bio Energy Holdings Inc.,

U. S. Bio Energy, Inc.,

and

Monogenesis Corporation

Dated:                     , 2008

Exhibit 1(i) and 2(i)

STOCK PURCHASE AGREEMENT

Table of Contents

ARTICLE I SECURITIES		2
1.1	Issuance of Securities to Monogenesis	2
1.2	Registration Statement	2
ARTICLE II CLOSING		2
2.1	Time and Place	2
2.2	Simultaneous Actions	2
ARTICLE III REPRESENTATIONS AND WARRANTIES OF GOLD RIBBON AND USBE		2
3.1	Organization	2
3.2	Capitalization	2
3.3	Subsidiaries	3
3.4	Authority	3
3.5	Financial Statements	3
3.6	Absence of Undisclosed Liabilities	4
3.7	Absence of Changes	4
3.8	Title to Assets	4
3.9	Litigation	4
3.10	Compliance; Governmental Authorization	4
3.11	Labor Relations; Employees	5
3.12	Employee Benefit Plans	5
3.13	Accounts and Notes Receivable	5
3.14	Tax Matters	6
3.15	Books and Records	6
3.16	Disclosure	6
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF MONOGENESIS		6
4.1	Organization	6
4.2	Authority	6
4.3	Shareholders	7
ARTICLE V COVENANTS OF GOLD RIBBON AND USBE		7
5.1	Conduct of Business Until Closing Date	7
5.2	Access to Properties and Records	7
5.3	Advice of Changes	7
5.4	Conduct	7
5.5	Approvals, Consents	7
ARTICLE VI COVENANTS OF MONOGENESIS		8
6.1	Confidentiality; Return of Documents	8
ARTICLE VII CONDITIONS TO OBLIGATIONS OF MONOGENESIS		8
7.1	Accuracy of Representations and Warranties	8

i

Exhibit 1(i) and 2(i)

7.2	Performance of Agreements	8
7.3	Officer’s Certificates	8
7.4	Secretary’s Certificate	8
7.5	Consents, Authorizations	8
7.6	Legislation	9
7.7	Issuance, Registration and Dividend of Shares and Warrants	9
7.8	Good Standing Certificates	9
7.9	Financial Statements	9
ARTICLE VIII CONDITIONS TO OBLIGATIONS OF GOLD RIBBON AND USBE		9
8.1	Accuracy of Representations and Warranties	9
8.2	Performance of Agreements	10
8.3	Officer’s Certificate	10
8.4	Secretary’s Certificate	10
8.5	Consents, Authorizations	10
8.6	Legislation	10
8.7	Issuance, Registration and Dividend of Shares and Warrants	10
ARTICLE IX TERMINATION		11
9.1	Termination	11
ARTICLE X INDEMNIFICATION		11
10.1	Indemnification	11
10.2	Third Party Claims	12
10.3	Remedies Cumulative	12
10.4	Recoveries	12
ARTICLE XI MISCELLANEOUS		13
11.1	Expenses; Transfer Taxes	13
11.2	Binding Effect	13
11.3	Entire Agreement; Amendments	13
11.4	Headings	13
11.5	Notices	13
11.6	Publicity	14
11.7	Governing Law	14
11.8	Waivers	14
11.9	Defined Terms	14
11.10	Fees	14

ii

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (the “Agreement”) is entered into as of this          day of                     , 2008 by and among Gold Ribbon Bio Energy Holdings Inc., a Delaware corporation (“Gold Ribbon”); U. S. Bio Energy, Inc., a Kansas corporation (“USBE”); and Monogenesis Corporation, a Delaware corporation (“Monogenesis”).

WHEREAS, Monogenesis is a closed-end investment company with in excess of 1,000 shareholders which was formed to provide a mechanism for companies to become reporting companies under the Securities Act of 1934 through dividend distributions to its shareholders;

WHEREAS, Gold Ribbon desires to have a class of shares which may be traded publicly to facilitate access to equity capital and future acquisitions and to provide liquidity for its shareholders and value to employee stock incentive programs;

WHEREAS, Gold Ribbon has three classes of stock authorized: Common Shares, Class B Common Shares and Preferred Shares and will authorize the issuance of the common stock purchase warrants described below;

WHEREAS, as of the date hereof, Gold Ribbon had authorized 64,500,000 Common Shares, 7,092,000 of which were issued and outstanding; 500,000 Class B Common Shares, 98,500 of which were issued and outstanding; and 10,00,000 Preferred Shares, none of which were issued and outstanding;

WHEREAS, Gold Ribbon will authorize Common Stock Purchase Warrants (the “Warrants”) to purchase Common Shares of Gold Ribbon (which Warrants will be exercisable for approximately 7 months and have an exercise price of $5.00 per share);

WHEREAS, prior to the Closing Date (as hereinafter defined), Monogenesis will purchase, and Gold Ribbon will issue to Monogenesis, 750,000 of its Common Shares at a purchase price of $0.01 per share together with 2,986,000 Warrants at a purchase price of $0.001 per Warrant;

WHEREAS, Gold Ribbon will file a registration statement (the “Registration Statement”) registering 3,581,960 of the Common Shares held by shareholders of Gold Ribbon, all of the Common Shares and all of the Warrants to be issued to Monogenesis and to Spartan Securities Group, Ltd. and all of the Common Shares underlying the Warrants pursuant to the Securities Act of 1933, as amended (the “1933 Act”); and

WHEREAS, on the Closing Date, Monogenesis will authorize its transfer agent to dividend to Monogenesis shareholders 200 Common Shares of Gold Ribbon and 1,000 Warrants of Gold Ribbon for each share of stock of Monogenesis held;

NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, the parties agree as follows:

Exhibit 1(i) and 2(i)

ARTICLE I

SECURITIES

1.1 Issuance of Securities to Monogenesis. Gold Ribbon shall issue to Monogenesis 750,000 Common Shares upon receipt of the purchase price of $0.01 per share and 2,986,000 Warrants (in substantially the form attached hereto as Exhibit 1.1) upon receipt of the purchase price of $0.001 per Warrant.

1.2 Registration Statement. Gold Ribbon shall prepare and file the Registration Statement pursuant to the 1933 Act registering a total of 16,332,960 Common Shares and 3,986,000 Warrants, which constitute 3,582,960 of the 7,254,960 Common Shares held by shareholders of Gold Ribbon (other than Monogenesis), the 750,000 Common Shares and 2,986,000 Warrants to be issued to Monogenesis, the 1,000,000 Warrants issued to Spartan Securities Group, Ltd. and the 12,000,000 Common Shares underlying the Warrants. The shareholders shall receive the registered shares as indicated on Schedule 3.2.

ARTICLE II

CLOSING

2.1 Time and Place. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the place and on such date and at such time within ten business days after the date on which all of the conditions set forth in Articles VII and VIII to each party’s obligations hereunder have been satisfied or waived, as set forth in a written notice from Monogenesis at least five business days prior thereto; or on such other date and at such other time and place as Gold Ribbon and Monogenesis may mutually agree. The date on which the Closing actually occurs is herein referred to as the “Closing Date.”

2.2 Simultaneous Actions. All proceedings to be taken and all documents to be executed and delivered by the parties at the Closing shall be deemed to have been taken and executed simultaneously and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF GOLD RIBBON AND USBE

Gold Ribbon and USBE represent and warrant to Monogenesis, all of which representations and warranties shall be true on the Closing Date and shall survive the Closing, that:

3.1 Organization. Gold Ribbon is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the power to own its property and carry on its business as it is now being conducted. Copies of the Certificate of Incorporation and the Bylaws of Gold Ribbon, which have been furnished to Monogenesis, are true and correct copies of said documents including all amendments to the date hereof. The offices and directors of Gold Ribbon are listed on Schedule 3.1.

3.2 Capitalization. Gold Ribbon has authorized 64,500,000 Common Shares, par value $.01 per share; 500,000 Class B Common Shares, par value $.01 per share; and 10,00,000 Preferred Shares, par value $.01 per share. Of such shares, including the

2

Exhibit 1(i) and 2(i)

shares to be issued to Monogenesis, 8,004,960 Common Shares, 98,500 Class B Common Shares and no Preferred Shares will be issued and outstanding on the Closing Date and have been and will be duly authorized, validly issued, fully paid and nonassessable. A list of all shareholders of Gold Ribbon and the number and class of shares held by each such shareholder is included on Schedule 3.2. Except for the warrants issued to Monogenesis and Spartan Securities Group, Ltd. and the Class B Common Shares, there is no: (i) outstanding security convertible into or exchangeable for the Common Shares of Gold Ribbon; (ii) option, warrant, put, call or other right to purchase or subscribe to Common Shares of Gold Ribbon; or (iii) contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance or disposition of Common Shares of Gold Ribbon or the issuance or disposition of any security convertible into Common Shares of Gold Ribbon. Gold Ribbon’s records reflect the ownership of all issued and outstanding shares of its stock.

3.3 Subsidiaries. Gold Ribbon has the subsidiaries listed on Schedule 3.3.

3.4 Authority. Gold Ribbon has full power to execute and perform this Agreement. The execution and delivery of this Agreement has been duly authorized by all necessary corporate and other actions. Neither the execution nor delivery of this Agreement nor the performance, observation or compliance with its terms and conditions will violate any provision of law, any order of court or other governmental agency, the Certificate of Incorporation or Bylaws of Gold Ribbon, or any indenture, agreement or other instrument to which Gold Ribbon is a party, or by which it is bound or by which any of its property is bound. No consent to the performance, observation or compliance with the terms and conditions of this Agreement by Gold Ribbon is required from any third party.

3.5 Financial Statements. Gold Ribbon and USBE have provided Monogenesis with true and complete copies of the following (collectively, the “Financial Statements”):

(a) the audited balance sheets of USBE as of December 31, 2006 and 2005, and the related audited statements of earnings and retained earnings and cash flow for the fiscal years then ended, and notes related thereto;

(b) the unaudited balance sheet (the “Balance Sheet”) of USBE as of September 30, 2007 (the “Balance Sheet Date”) and the related unaudited statement of earnings for the nine months then ended, prepared by USBE and accompanied by a certificate in the form of Exhibit 3.5 hereto executed by the persons indicated on said Exhibit; and

(c) the unaudited balance sheet (the “Balance Sheet”) of Gold Ribbon as of September 30, 2007 (the “Balance Sheet Date”) and the related unaudited statement of earnings for the nine months then ended, prepared by Gold Ribbon and accompanied by a certificate in the form of Exhibit 3.5 hereto executed by the persons indicated on said Exhibit.

The Financial Statements either eliminate or clearly disclose all transactions between Gold Ribbon, USBE, the shareholders and their affiliates. Except as otherwise noted in the Financial Statements, the Financial Statements are complete and present fairly the financial position of Gold Ribbon and USBE and the results of their operations as of the dates thereof and for the periods covered thereby in conformity with generally accepted accounting principles applied on a consistent basis.

3

Exhibit 1(i) and 2(i)

3.6 Absence of Undisclosed Liabilities. To the knowledge of Gold Ribbon and USBE, at the Balance Sheet Date (i) neither Gold Ribbon nor USBE had any liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which were not provided for or disclosed on the Balance Sheet, (ii) all reserves and allowances provided on the Balance Sheet were adequate for the purposes indicated therein and (iii) there were no loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by the Financial Accounting Standards Board (FASB)) which were not adequately provided for in the Balance Sheet.

3.7 Absence of Changes. Since the Balance Sheet Date, Gold Ribbon’s and USBE’s business has operated in the ordinary course to the extent applicable to a company in the development stage and there has not been (i) any adverse change in its condition (financial or otherwise), assets, liabilities, earnings or business; (ii) any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) incurred, or any transaction, contract or commitment entered into, other than items incurred or entered into (as the case may be) in the ordinary course of the business; (iii) any amendment or termination of a material contract, license, lease, commitment or other agreement to which Gold Ribbon or USBE are a party, except in the ordinary course of business; (iv) any license, sale, transfer, pledge, mortgage or other disposition of any tangible or intangible asset or intellectual property except in the ordinary course of business; (v) any failure to operate its business in the ordinary course of a company in the development stage; or (vi) any dividend or other distribution declared or paid or any change in its outstanding capital stock except as disclosed to Monogenesis.

3.8 Title to Assets. USBE has good and marketable title to all of its assets, free and clear of all mortgages, liens, pledges, charges, security interests, rights of way, options, rights of first refusal, conditions, restrictions or encumbrances of any kind or character, whether or not relating to the extension of credit or the borrowing of money (collectively, “Encumbrances”), except for (i) the Encumbrances disclosed in the Financial Statements and (ii) liens for taxes and governmental charges not yet payable without penalty.

3.9 Litigation. Except as disclosed in the Registration Statement, there are no (i) audits, inspections, actions, suits, claims, investigations or legal, administrative or arbitration proceedings pending or threatened against Gold Ribbon or USBE, whether at law or in equity, whether civil or criminal in nature or whether before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, nor, to the knowledge of Gold Ribbon and USBE, does any basis exist therefor or (ii) judgments, decrees, injunctions or orders of any court, governmental department, commission, agency, instrumentality or arbitrator against Gold Ribbon or USBE.

3.10 Compliance; Governmental Authorization. (a) Gold Ribbon and USBE have complied with all federal, state, territorial, local or foreign laws, ordinances, regulations or orders applicable to its business or assets, including, by way of description, and not limitation, matters relating to the environment, anti-competitive practices, discrimination, employment, health and safety, taxes, issuance of securities, customs duties and requirements and foreign practices. Gold Ribbon and USBE have all federal, state,

4

Exhibit 1(i) and 2(i)

territorial, local and foreign governmental licenses and permits necessary in the conduct of their business as presently conducted (noting that operations have not yet began) and no violations are outstanding or uncured with respect to any such licenses or permits and no proceeding is pending or threatened to revoke or limit any of them. Such licenses, consents and permits shall not be affected in any respect by the transactions contemplated hereby.

(b) As used in this Agreement, “Hazardous Substance” shall mean and include all hazardous or toxic substances, wastes or materials, any pollutants or contaminants (including, without limitation, all oil and petroleum of any kind and in any form, asbestos and raw materials which include hazardous constituents), or any other similar substances, or materials which are included under or regulated by any applicable local, state, federal or foreign law, rule or regulation pertaining to environmental regulation, contamination, clean-up or disclosure, including, without limitation, the Clean Air Act, the Federal Water Pollution Control Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act of 1976, the Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Occupational Safety and Health Act, the Emergency Planning and Community Right-to-Know Act of 1986, and all comparable applicable state or local laws, orders and regulations, as any of the foregoing has heretofore been amended.

(c) Gold Ribbon and USBE hereby warrant to Monogenesis that Gold Ribbon, USBE and the supervisory employees, officers and directors of Gold Ribbon and USBE have no knowledge of the presence, storage, disposition, generation, treatment, release or discharge of any Hazardous Substance on, under or about the assets owned by Gold Ribbon and USBE or the land and buildings on and in which Gold Ribbon and USBE currently conduct or previously conducted their operations except in accordance with applicable laws.

3.11 Labor Relations; Employees. Gold Ribbon and USBE are in compliance with all applicable federal, state, territorial, local and foreign laws and regulations respecting labor, employment and employment practices, terms and conditions of employment and wages and hours. There is no unfair labor practice complaint against Gold Ribbon or USBE pending before any state, local or foreign agency. There is no labor strike, dispute, slowdown, stoppage or organizational effort or similar activity actually pending or, to the knowledge of Gold Ribbon or USBE, threatened involving Gold Ribbon or USBE; no representation question exists respecting the employees of Gold Ribbon or USBE; and no collective bargaining agreement presently covers any employees of Gold Ribbon or USBE, nor is any currently being negotiated.

3.12 Employee Benefit Plans. Neither Gold Ribbon nor USBE currently have any “employee pension benefit” plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), any “employee welfare benefit” plans (as defined in Section 3(1) of ERISA) or any other qualified or non-qualified plans, programs or letters of commitment promising current or future benefits or deferred compensation.

3.13 Accounts and Notes Receivable. Except as otherwise reflected in the Financial Statements, all unpaid accounts and notes receivable outstanding at the date hereof constitute, and those outstanding at the Closing Date will constitute, valid and enforceable claims arising in bona fide transactions in the ordinary course of business, except as enforceability is limited by applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar laws affecting the enforcement of creditors rights generally.

5

Exhibit 1(i) and 2(i)

3.14 Tax Matters. For purposes of this Agreement, the term “Taxes” means all taxes of any kind or nature, including but not limited to federal, state, local and foreign income taxes, withholding taxes, branch profit taxes, gross receipts taxes, franchise taxes, sales and use taxes, business and occupation taxes, property taxes, VAT, custom duties or imposts, stamp taxes, excise taxes, payroll taxes, intangible taxes and capital taxes and any penalties or interest thereon. Gold Ribbon and USBE have filed within the time and in the manner prescribed by law all tax returns and reports required to be filed by them under the laws of the United States and each state or other jurisdiction in which they conducts business activities requiring the filing of tax returns or reports. Gold Ribbon and USBE have paid or set up adequate reserves in the Balance Sheet in respect of all Taxes. There are no tax liens, whether imposed by the United States, any state, local, foreign or other taxing authority, outstanding against Gold Ribbon or USBE or their assets. All Taxes and assessments that Gold Ribbon or USBE are required to withhold or to collect have been duly withheld or collected and all withholdings and collections have either been duly and timely paid over to the appropriate governmental authorities or are, together with the payments due or to become due in connection therewith, duly reflected on the Balance Sheet in accordance with generally accepted accounting principles.

3.15 Books and Records. The books of account and other corporate financial records of Gold Ribbon and USBE are in all material respects complete and correct, have been maintained in accordance with good business practices and matters contained therein are appropriately and accurately reflected in the Financial Statements. The corporate record books of Gold Ribbon and USBE contain true and complete copies of the minutes of all meetings of their shareholders and directors.

3.16 Disclosure. Neither this Agreement (including the Schedules and Exhibits attached hereto) nor any other document, certificate or statement furnished to Monogenesis by or on behalf of Gold Ribbon or USBE in connection with the transactions contemplated hereby, when considered in the aggregate with all other such documents, certificates or statements, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF MONOGENESIS

Monogenesis represents and warrants, all of which representations and warranties shall be true on the Closing Date and shall survive the Closing, that:

4.1 Organization. Monogenesis is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to carry on its business as it is now being conducted.

4.2 Authority. Monogenesis has the full power to execute and perform this Agreement. The execution and delivery of this Agreement has been duly authorized by all necessary corporate and other actions. Neither the execution nor delivery of this

6

Exhibit 1(i) and 2(i)

Agreement nor the performance, observance or compliance with its terms and conditions will violate any provision of law, any order of court or other governmental agency, the Certificate of Incorporation or Bylaws of Monogenesis or any indenture, agreement or other instrument to which Monogenesis is a party, or by which it is bound. No consent to the performance, observation or compliance with the terms and conditions of this Agreement by Monogenesis is required from any third party.

4.3 Shareholders. Monogenesis has in excess of 1,000 shareholders.

ARTICLE V

COVENANTS OF GOLD RIBBON AND USBE

Gold Ribbon and USBE hereby covenant and agree with Monogenesis as follows:

5.1 Conduct of Business Until Closing Date. Except as permitted or required hereby or as Monogenesis may otherwise consent in writing, between the date hereof and the Closing Date, Gold Ribbon and USBE shall neither declare, set aside, pay or make any dividend or other distribution or payment on or in respect of shares of its stock, nor directly or indirectly redeem, retire, purchase or otherwise acquire any of its stock.

5.2 Access to Properties and Records. Gold Ribbon and USBE shall give to Monogenesis and its representatives reasonable access hours to Gold Ribbon’s and USBE’s properties, personnel, books, tax returns, contracts, commitments and records and the right to make copies thereof. Gold Ribbon and USBE shall furnish to Monogenesis and such representatives all such additional documents and financial and other information as Monogenesis or its representatives may from time to time reasonably request and permit Monogenesis and such representatives to examine all records and working papers relating to the preparation, review and audits of Gold Ribbon’s and USBE’s financial statements and tax returns.

5.3 Advice of Changes. Between the date hereof and the Closing Date, Gold Ribbon and USBE shall advise Monogenesis promptly in writing of any fact of which Gold Ribbon or USBE become aware, which, if known at the date hereof, would have been required to be set forth or disclosed in or pursuant to this Agreement.

5.4 Conduct. Except as permitted or required hereby or as Gold Ribbon or USBE may notify Monogenesis in writing, neither Gold Ribbon nor USBE shall enter into any transaction, take any action, or fail to take any action, which would result in any of the representations and warranties of either of them contained in this Agreement or in any Schedule or Exhibit hereto not being true and correct at and as of the time immediately after such transaction has been entered into or such event has occurred and on the Closing Date.

5.5 Approvals, Consents. Gold Ribbon and USBE shall obtain in writing prior to the Closing Date all approvals, consents and waivers, required to be obtained by either of them in order to effectuate the transactions contemplated hereby, and shall deliver to Monogenesis copies thereof, reasonably satisfactory in form and substance to Monogenesis.

7

Exhibit 1(i) and 2(i)

ARTICLE VI

COVENANTS OF MONOGENESIS

Monogenesis hereby covenants and agrees with Gold Ribbon and USBE as follows:

6.1 Confidentiality; Return of Documents. Unless and until the transactions contemplated by this Agreement are consummated, Monogenesis shall keep in confidence all proprietary and financial information of Gold Ribbon and USBE, and shall not, except to the extent required by law or to the extent any such information is otherwise publicly available, without the prior written consent of Gold Ribbon or USBE, reveal any such financial or proprietary information to any third party other than securities regulatory authorities in connection with the Registration Statement or counsel, accountants or experts retained by Monogenesis who shall be bound by the same restrictions. If the transactions contemplated by this Agreement are not consummated, at Gold Ribbon’s or USBE’s request, Monogenesis shall return to Gold Ribbon or USBE, as directed, all documents supplied to Monogenesis by either of them pursuant to the provisions of this Agreement.

ARTICLE VII

CONDITIONS TO OBLIGATIONS OF MONOGENESIS

The obligation of Monogenesis to perform as provided in this Agreement is subject to the satisfaction at or prior to the Closing Date of the following conditions unless waived by Monogenesis in its sole discretion:

7.1 Accuracy of Representations and Warranties. The representations and warranties of Gold Ribbon and USBE contained in this Agreement and in any Schedule or Exhibit hereto shall be true and accurate in all material respects on and as of the Closing Date, with the same force and effect as if made on the Closing Date, except as affected by transactions required or permitted hereby, and except that any such representation or warranty made as of a specified date (other than the date of this Agreement) shall have been true and accurate in all material respects on and as of such date.

7.2 Performance of Agreements. Gold Ribbon and USBE shall have performed and complied with all covenants, obligations and agreements to be performed or complied with, on or before the Closing Date pursuant to this Agreement or any Schedule or Exhibit hereto.

7.3 Officer’s Certificates. Monogenesis shall have received an accurate certificate of a duly authorized officer of Gold Ribbon and an accurate certificate of a duly authorized officer of USBE, each dated the Closing Date, satisfactory in form and substance to Monogenesis, certifying the fulfillment of the matters specified in Sections 7.1 and 7.2.

7.4 Secretary’s Certificate. Monogenesis shall have received an accurate certificate of the Secretary of Gold Ribbon, dated the Closing Date, satisfactory in form and substance to Monogenesis, with respect to the resolutions adopted by the Board of Directors of Gold Ribbon approving this Agreement and the transactions contemplated hereby.

7.5 Consents, Authorizations. All consents, authorizations, orders or approvals of, and filings or registrations with and the expiration of all waiting periods imposed by, any third party, including, without limitation, any federal, state or local commission,

8

Exhibit 1(i) and 2(i)

board or other regulatory body, lender, lessor, licensor or supplier which are required for or in connection with the execution and delivery of this Agreement by Gold Ribbon and USBE and the consummation of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect.

7.6 Legislation. No federal, state or local statute, rule or regulation shall have been enacted after the date of this Agreement which prohibits, restricts, delays or materially adversely affects the business or the proposed business of Gold Ribbon or USBE or the consummation of the transactions contemplated by this Agreement or any of the conditions to the consummation of such transactions. No temporary restraining order or injunction shall be in effect, or threatened by a governmental agency, restraining the consummation of the transactions contemplated hereby.

7.7 Issuance, Registration and Dividend of Shares and Warrants. Gold Ribbon shall have taken all steps necessary to issue the shares and Warrants in accordance with this Agreement. Monogenesis shall have resolved to dividend to each of its shareholders 200 Common Shares and 1,000 Warrants of Gold Ribbon to be issued to Monogenesis for each share of stock of Monogenesis held by such shareholder. The Registration Statement shall have been filed registering 3,582,960 of the Common Shares held by shareholders of Gold Ribbon, all of the Common Shares to be issued to Monogenesis, all of the Warrants and all of the Common Shares underlying the Warrants, and such Registration Statement shall have become effective.

7.8 Good Standing Certificates. Monogenesis shall have received certificates acceptable to it from the Secretary of State of the jurisdictions in which Gold Ribbon is incorporated, certifying that Gold Ribbon is in good standing under the laws of such jurisdiction.

7.9 Financial Statements. Monogenesis shall have received the unaudited balance sheets of Gold Ribbon and USBE as of the quarter-end immediately preceding the Closing Date (or the prior quarter-end if the Closing occurs within thirty-five days of the end of a quarter), and the related unaudited statements of earnings, retained earnings and cash flows for the portion then ended, presented on a comparative basis with financial statements of the same portion of the preceding fiscal year, prepared by Gold Ribbon and USBE and accompanied by a certificate in the form of Exhibit 3.5 attached hereto executed by the persons indicated on said Exhibit. Such statements shall not differ from those for the comparable period of the preceding fiscal year in any materially adverse respect.

ARTICLE VIII

CONDITIONS TO OBLIGATIONS OF GOLD RIBBON AND USBE

The obligation of Gold Ribbon and USBE to perform their obligations under this Agreement is subject to the satisfaction at or prior to the Closing Date of the following conditions unless waived by Gold Ribbon and USBE in their sole discretion:

8.1 Accuracy of Representations and Warranties. The representations and warranties of Monogenesis contained in this Agreement or in any Schedule or Exhibit hereto shall be true and accurate in all material respects on and as of the Closing Date, with the same force and effect as if made on the Closing Date, except as affected by transactions required or permitted hereby, and except that any such representation or warranty made as of a specified date (other than the date of this Agreement), shall have been true and accurate in all material respects on and as of such date.

9

Exhibit 1(i) and 2(i)

8.2 Performance of Agreements. Monogenesis shall have performed and complied in all material respects with all covenants, obligations and agreements to be performed or complied with by it on or before the Closing Date pursuant to this Agreement or any Schedule or Exhibit hereto.

8.3 Officer’s Certificate. Gold Ribbon and USBE shall have received an accurate certificate, dated the Closing Date, of a duly authorized officer of Monogenesis, satisfactory in form and substance to Gold Ribbon and USBE, certifying as to the fulfillment of the matters specified in Sections 8.1 and 8.2.

8.4 Secretary’s Certificate. Gold Ribbon and USBE shall have received an accurate certificate, dated the Closing Date, of the Secretary of Monogenesis, satisfactory in form and substance to Gold Ribbon and USBE, with respect to the resolutions adopted by the Board of Directors of Monogenesis approving this Agreement and the transactions contemplated hereby.

8.5 Consents, Authorizations. All consents, authorizations, orders or approvals of, and filings or registrations with, and the expiration of all waiting periods imposed by any third party, including without limitation, any federal, state or local commission, board or other regulatory body which are required for or in connection with the execution and delivery by Monogenesis of this Agreement and the consummation by Monogenesis of the transactions contemplated hereby shall have been obtained or made and shall be in full force and effect.

8.6 Legislation. No federal, state or local statute, rule or regulation shall have been enacted after the date of this Agreement which prohibits, restricts, delays or materially adversely affects the consummation of the transactions contemplated by this Agreement or any of the conditions to the consummation of such transactions. No temporary restraining order or injunction shall be in effect, or threatened by a governmental agency, restraining the consummation of the transactions contemplated hereby.

8.7 Issuance, Registration and Dividend of Shares and Warrants. Gold Ribbon shall have taken all steps necessary to issue the shares and Warrants to Monogenesis in accordance with this Agreement. Monogenesis shall have resolved to dividend to each of its shareholders 200 Common Shares and 1,000 Warrants of Gold Ribbon to be issued to Monogenesis for each share of stock of Monogenesis held by such shareholder. The Registration Statement shall have been filed registering 3,582,960 of the Common Shares held by the shareholders of Gold Ribbon, all of the Common Shares to be issued to Monogenesis, all of the Warrants and all of the Common Shares underlying the Warrants, and such Registration Statement shall have be become effective.

10

Exhibit 1(i) and 2(i)

ARTICLE IX

TERMINATION

9.1 Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a) by Monogenesis, if there has been a violation or breach by Gold Ribbon or USBE of any material agreement, representation or warranty of either of them contained in this Agreement and such violation or breach has not been waived by Monogenesis, or, with respect to a violation or breach of an agreement, cured within ten business days after the receipt of written notice thereof; or

(b) by Gold Ribbon or USBE, if there has been a violation or breach by Monogenesis of any material agreement, representation or warranty of Monogenesis contained in this Agreement and such violation or breach has not been waived by Gold Ribbon and USBE or, with respect to a violation or breach of an agreement, cured within ten business days after the receipt of written notice thereof.

In the event of termination of this Agreement and abandonment of the transactions contemplated hereby pursuant to this Section 9.1, written notice thereof shall immediately be given to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. The provisions of Sections 6.1, 10.1 and 10.2 shall survive any such termination.

ARTICLE X

INDEMNIFICATION

10.1 Indemnification. (a) Gold Ribbon and USBE shall, jointly and severally, indemnify, defend and save Monogenesis harmless from, against, for and in respect of the following: (i) any damages, losses, obligations, liabilities, claims, actions or causes of action sustained or suffered by Monogenesis and arising from a breach of any representation, warranty, covenant or agreement of Gold Ribbon or USBE contained in or made pursuant to this Agreement (including the Schedules and Exhibits attached hereto), or in any certificate, instrument or agreement delivered by Gold Ribbon or USBE pursuant hereto or in connection with the transactions contemplated hereby; and (ii) all reasonable costs and expenses (including, without limitation, reasonable fees and expenses of attorneys, accountants and other professionals) incurred by Monogenesis in connection with any action, suit, proceeding, demand, investigation, assessment or judgment incident to any of the matters indemnified against under this Section 10.1(a). Monogenesis shall not bring a claim, demand, suit or cause of action against Gold Ribbon or USBE under or pursuant to this Section 10.1(a) with respect to the representations and warranties set forth herein unless Monogenesis has first given Gold Ribbon and USBE written notice, with reasonable specificity, of the existence of any such claim, demand, suit or cause of action under this Agreement. Upon the giving of such written notice as aforesaid, Monogenesis shall have the right, in addition to all other remedies available to it, to commence legal proceedings for the enforcement of its rights under this Agreement. Monogenesis, at its option and with at least two days advance notice to the affected party, may recover any such liability by set off against payments otherwise required to be made by Monogenesis to such party pursuant to any agreement between Monogenesis and such party.

11

Exhibit 1(i) and 2(i)

(b) Monogenesis shall indemnify, defend and save Gold Ribbon and USBE harmless from, against, for and in respect of the following: (i) any damages, losses, obligations, liabilities, claims, actions or causes of action sustained or suffered by Gold Ribbon or USBE and arising from a breach of any representation, warranty, covenant or agreement of Monogenesis contained in or made pursuant to this Agreement or in any certificate, instrument or agreement delivered by it pursuant hereto or in connection with the transactions contemplated hereby; and (ii) all reasonable costs and expenses (including, without limitation, reasonable fees and expenses of attorneys, accountants and other professionals) incurred by Gold Ribbon or USBE in connection with any action, suit, proceeding, demand, investigation, assessment or judgment incident to any of the matters indemnified against under this Section 10.1(b). Neither Gold Ribbon nor USBE shall bring a claim, demand, suit or cause of action against Monogenesis under or pursuant to this Section 10.1(b) unless such party has first given Monogenesis written notice, with reasonable specificity, of the existence of any such claim, demand, suit or cause of action under this Agreement. Upon the giving of such written notice as aforesaid, such party shall have the right, in addition to all other remedies available to it, to commence legal proceedings for the enforcement of its rights under this Agreement.

10.2 Third Party Claims. With respect to claims resulting from the assertion of liability by third parties, the obligations and liabilities of the party responsible for indemnification (the “Indemnifying Party”) hereunder with respect to indemnification claims by the party entitled to indemnity (the “Indemnified Party”) shall be subject to the following terms and conditions: (i) the Indemnified Party shall give prompt written notice to the Indemnifying Party of any assertion of liability by a third party which might give rise to a claim by the Indemnified Party against the Indemnifying Party based on the indemnity agreements contained in Section 10.1 hereof, stating the nature and basis of said assertion and the amount thereof, to the extent known; and (ii) the Indemnifying Party shall not make any settlement of any claims without the written consent of the Indemnified Party; provided, however, that if an Indemnified Party does not consent to a settlement proposed by the Indemnifying Party and accepted by the adverse third party, the liability of the Indemnifying Party shall be limited to the amount that would have been paid in such settlement.

10.3 Remedies Cumulative. The remedies provided for in this Article X shall be cumulative and shall not preclude assertion by the Indemnified Party of any other rights or the seeking of any other remedies against the Indemnifying Party.

10.4 Recoveries. In the event an Indemnified Party subsequently receives payment (including without limitation proceeds of insurance and payments on accounts receivable) with respect to a matter for which it has been fully indemnified by the Indemnifying Party, the Indemnified Party shall promptly pay the amount of such payment up to the indemnification received, to the Indemnifying Party.

12

Exhibit 1(i) and 2(i)

ARTICLE XI

MISCELLANEOUS

11.1 Expenses; Transfer Taxes. All fees, costs and expenses incurred by Gold Ribbon, USBE, or Monogenesis in connection with, relating to or arising out of the preparation, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, fees of the transfer agent and legal and accounting fees and expenses relating to the preparation and filing of the Registration Statement, shall be borne by Gold Ribbon or USBE.

11.2 Binding Effect. This Agreement shall become binding and effective when executed by the parties hereto. This Agreement shall not be assignable by any party without the prior written consent of the other parties, except that without relieving Monogenesis of any of its obligations under this Agreement, Monogenesis may assign this Agreement to any of its affiliates. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the respective successors, heirs, legal representatives and assigns of the parties hereto. This Agreement constitutes an agreement among the parties hereto and none of the agreements, covenants, representations or warranties contained herein shall be for the benefit of any third party not a party to this Agreement.

11.3 Entire Agreement; Amendments. This Agreement (including the Schedules and Exhibits attached hereto) contains the entire understanding of the parties with respect to its subject matter. This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof. This Agreement may be amended only by a written instrument duly executed by the parties, and any condition to a party’s obligations hereunder may only be waived in writing by such party.

11.4 Headings. The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

11.5 Notices. All notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed given if delivered personally, if mailed (by registered or certified mail, return receipt requested and postage prepaid), if sent by reputable overnight courier service for next business day delivery, or if sent by facsimile transmission, as follows:

if to Gold Ribbon or USBE, to:	Timothy R. Schwab, President
	Richard L. Hageman, Vice President
	Gold Ribbon Bio Energy Holdings Inc.
	101 E. Industrial Drive
	Sedgwick, Kansas 67135
	Telephone: (316) 772-9055
	Facsimile: (316) 772-0280

13

Exhibit 1(i) and 2(i)

if to Monogenesis to:
	Monogenesis Corporation
	Drawer 88, Walker Creek Road
	Walker, West Virginia 26180-9948
	Telephone: (304) 485-5000
	Facsimile:

or to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. Any such communication shall be effective on the date of receipt (or, if received on a non-business day, on the first business day after the date of receipt).

11.6 Publicity. The parties agree that, except as otherwise required by law, the issuance of any reports, statements or releases pertaining to this Agreement or the transactions contemplated hereby is subject to mutual consent.

11.7 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware (without giving effect to its laws regarding conflicts of law).

11.8 Waivers. Any provision of this Agreement may be waived only by a written instrument executed by the party to be charged with such waiver. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

11.9 Defined Terms. Throughout this Agreement various terms have been defined by being enclosed in quotation marks, usually in parentheses, and used with their initial letters capitalized. Unless the context otherwise requires, such defined terms shall have their designated meaning whenever used in this Agreement or any attached schedules.

11.10 Fees. If there is any litigation between the parties related to this Agreement or the transactions contemplated by this Agreement, the prevailing party shall be entitled to recover all reasonable costs and expenses (including, without limitation, reasonable fees and expenses of attorneys, accountants and other professionals).

14

Exhibit 1(i) and 2(i)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered on the date first above written.

Gold Ribbon Bio Energy Holdings Inc.

By:

Title:

U.S. Bio Energy, Inc.

By:

Title:

Monogenesis Corporation

By:

Title:

15

Exhibit 1(i) and 2(i)

SCHEDULE 3.1

Officers and Directors of Gold Ribbon

Name	Office
Timothy R. Schwab	President, Director
Richard L. Hageman	Vice President, Secretary, Treasurer, Director
Larry G. Jacob	Director
Bradley Kent McGlachlin	Director
Buckley E. Thompson	Director

SCHEDULE 3.2

Stock of Gold Ribbon Bio Energy Holdings Inc.

Name	Number of Common Shares	Number of Class B Common Shares	Number of Registered Common Shares
Timothy R. Schwab	2,448,000	34,000	612,000
Richard L. Hageman	2,448,000	34,000	612,000
CrossBar Energy, LLC	216,000	3,000	216,000
H&H Homebuilders, Inc.	216,000	3,000	216,000
William E. Sutton	144,000	2,000	144,000
Brad & Kathy Bishop	108,000	1,500	108,000
CPR Partnership	108,000	1,500	108,000
Vince Grady and Brad Grady	108,000	1,500	108,000
Grady Investments LLC	108,000	1,500	108,000
Great Empire Energy LLC	108,000	1,500	108,000
Stephen J. & Deborah L. Hageman	108,000	1,500	108,000
Larry Mark Jacob	108,000	1,500	108,000
Marc L & Diane M. Kessinger	108,000	1,500	108,000
James S. Korwin	108,000	1,500	108,000
Clayton R. and Tamara D. McCullough	108,000	1,500	108,000
Michael K. & Carolyn M. Porterfield	108,000	1,500	108,000
Real Estate Connections, Inc.	108,000	1,500	108,000
Screw Machine Products, Inc.	108,000	1,500	108,000
Jerald F. Willert	108,000	1,500	108,000
Paul J. & Patricia J. Willert	108,000	1,500	108,000
Total	7,092,000	98,500	3,420,000

Exhibit 1(i) and 2(i)

EXHIBIT 1.1

Form of Common Stock Purchase Warrants

See exhibit to Registration Statement.

EXHIBIT 3.5

Certificate Relating to Financial Statements

of Gold Ribbon Bio Energy Holdings Inc.

FINANCIAL STATEMENTS CERTIFICATE

The undersigned, President of Gold Ribbon Bio Energy Holdings Inc. (the “Corporation”), certifies that:

1. The balance sheet of the Corporation as of                      and the income statement of the Corporation for the period ending on                      (collectively, the “Financial Statements”), all as attached hereto and provided in connection with the Stock Purchase Agreement among the Corporation, U.S. Bio Energy, Inc. and Monogenesis Corporation dated             , 2007, are complete and present fairly the financial position of the Corporation.

2. The undersigned is not aware of any matters which are not reflected on such Financial Statements or which would make such Financial Statements misleading in any manner.

Witness the signature of the undersigned as of this          day of             , 200    .

By:                                                          

Certificate Relating to Financial Statements U.S. Bio Energy, Inc.

FINANCIAL STATEMENTS CERTIFICATE

The undersigned, President of U. S. Bio Energy, Inc. (the “Corporation”), certifies that:

1. The balance sheet of the Corporation as of                      and the income statement of the Corporation for the period ending on                      (collectively, the “Financial Statements”), all as attached hereto and provided in connection with the Stock Purchase Agreement among the Corporation, Gold Ribbon Bio Energy Holdings Inc. and Monogenesis Corporation dated             , 2007, are complete and present fairly the financial position of the Corporation.

Exhibit 1(i) and 2(i)

2. The undersigned is not aware of any matters which are not reflected on such Financial Statements or which would make such Financial Statements misleading in any manner.

Witness the signature of the undersigned as of this          day of             , 200    .

By:                                                              

EX-3.(I)

Exhibit 3(i)

CERTIFICATE OF INCORPORATION

OF

GOLD RIBBON BIO ENERGY HOLDINGS INC.

The undersigned, acting as incorporator of a corporation under the General Corporation Law of the State of Delaware, adopts the following certificate of incorporation for such corporation (the “Corporation”):

1. Name. The name of the Corporation is “Gold Ribbon Bio Energy Holdings Inc.”

2. Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

3. Classes of Stock. The total number of shares which the Corporation is authorized to issue is 75,000,000 shares of which 64,500,000 shares shall be designated “Common Shares;” 500,000 shall be designated “Class B Common Shares;” and 10,000,000 shall be designated “Preferred Shares,” for which the Board of Directors may designate one or more series. All shares of stock of the Corporation shall have a par value of $0.01 per share. No holder of shares of any class of stock of the Corporation now or hereafter authorized shall have any preferential or preemptive right to subscribe for, purchase or receive any shares of the Corporation of any class now or hereafter authorized, or any portions or warrants for such shares, or any securities convertible into or exchangeable for such shares, which may at any time be issued, sold or offered for sale by the Corporation; except that, holders of Class B Common Shares shall have preemptive rights with respect to the issuance of Class B Common Shares only. In addition, the Corporation shall not sell or offer to sell any Class B Common Shares without the prior approval of the holders of a majority of the issued and outstanding Class B Common Shares.

4. Common and Class B Common Shares. The Common Shares and the Class B Common Shares shall be identical in all respects and have equal rights and privileges, except as otherwise provided in this certificate. The relative rights, preferences and limitations of the shares of each class are as follows:

(a) Dividends. Except as provided in subparagraph 4(b), the Corporation shall not pay any dividends during any fiscal year to the holders of Class B Common Shares, unless and until the Corporation shall have paid the holders of Common Shares a dividend of not less than $0.05 per share during such year, and in addition, unless the Corporation shall also pay the holders of Common Shares a dividend per share at least equal to the dividend per share paid to the holders of the Class B Common Shares during such year. The Corporation may pay dividends to holders of Common Shares in excess of dividends paid, or without paying dividends, to holders of Class B Common Shares. The dividend preference for Common Shares shall not be cumulative.

(b) Share Distribution. The Corporation shall make a share distribution of Class B Common Shares or Common Shares only as follows: (i) Common Shares may only be distributed as a stock dividend on Common Shares and Class B Common Shares may only be distributed as a stock dividend on Class B Common Shares; except that, prior to the issuance of any Common Shares, Common Shares may be distributed as a stock dividend on Class B Common Shares; and (ii) if a stock dividend is declared with respect to either Common Shares or Class B Common Shares, a stock dividend of the same number of shares shall be declared with respect to the other of such classes.

(c) Stock Combinations or Splits. The Corporation shall not combine or subdivide either Common Shares or Class B Common Shares without at the same time making a proportionate combination or subdivision of shares of the other of such classes.

(d) Voting. Each holder of Common Shares and Class B Common Shares shall be entitled to one vote for each share of stock registered in such shareholder’s name, except that the holders of Class B Common Shares shall have exclusive voting power if no Common Shares or voting Preferred Shares are issued and outstanding and holders of Common Shares and voting Preferred Shares shall have exclusive voting power if no shares of Class B Common Shares are issued and outstanding. In all other cases, voting power shall be divided between such classes as follows:

(i) With respect to the election of directors, holders of Common Shares together with the holders voting Preferred Shares voting together as a separate class shall be entitled to elect that number of directors which constitutes 25% of the authorized number of members of the board of directors and, if such 25% is not a whole number, then the holders of Common Shares and voting Preferred Shares shall be entitled to elect the nearest higher whole number of directors that is at least 25% of such membership. Holders of Class B Common Shares voting as a separate class shall be entitled to elect the remaining directors.

(ii) The holders of Common Shares and voting Preferred Shares shall be entitled to vote together as a separate class on the removal, with or without cause, of any director elected by such holders and the holders of Class B Common Shares shall be entitled to vote as a separate class on the removal, with or without cause, of any director elected by the holders of Class B Common Shares.

(iii) Any vacancy in the office of a director elected by the holders of the Common Shares and voting Preferred Shares may be filled by a vote of such holders voting together as a separate class and any vacancy in the office of a director elected by the holders of the Class B Common Shares may be filled by a vote of such holders voting as a separate class. In the absence of a stockholder vote, in the case of a vacancy in the office of a director elected by either class, such vacancy may be filled by the remaining directors as provided in the bylaws of the Corporation. If permitted by the bylaws, the board of directors may increase the number of directors and any vacancy so created may be filled by the board of directors; provided that, so long as the holders of Common Shares and voting Preferred Shares have the rights provided in subparagraph 4(d) of this certificate in respect of the last preceding annual meeting of stockholders, the board of directors may be so enlarged by the board of directors only to the extent that at least 25% of the enlarged board consists of directors elected by the holders of the Common Shares and voting Preferred Shares or by persons appointed to fill vacancies created by the death, resignation or removal of persons elected by the holders of the Common Shares and voting Preferred Shares.

(iv) Notwithstanding the foregoing, holders of Common Shares and voting Preferred Shares shall not have the right to elect directors as set forth above if, on the record date for any stockholders’ meeting at which directors are to be elected, the number of issued and outstanding Common Shares and voting Preferred Shares is less than 10% of the aggregate number of issued and outstanding voting shares of all classes. In such case, all directors to be elected at such meeting shall be elected by the holders of all voting shares voting together as a single class.

(v) The holders of the Common Shares and the holders of the Class B Common Shares shall be entitled to vote as separate classes only when required by law to do so irrespective of the limitations placed herein on the voting rights of

2

such stockholders, or when a separate class vote is required by specific provision therefor in this certificate of incorporation or in the bylaws of the Corporation. Holders of all voting shares shall vote as a single class, in all other matters including, but not limited to, any amendment to this certificate in order to increase or decrease the aggregate number of authorized shares of Common Stock or Preferred Stock.

(e) Conversion. Each holder of record of Class B Common Shares, in such holder’s sole discretion and at such holder’s option, may convert any whole number or all of such holder’s Class B Common Shares into fully paid and non-assessable Common Shares at the rate (subject to adjustment as hereinafter provided) of one Common Share for each Class B Common Share surrendered for conversion. Any such conversion may be effected by surrendering the certificate or certificates for the Class B Common Shares to be converted, duly endorsed, at the office of the Corporation, or the transfer agent, if any, together with a written notice to the Corporation that such holder elects to convert all or a specified number of Class B Common Shares and stating the name or names in which the certificate or certificates for such Common Shares are to be issued. The conversion shall be deemed to have been made at the close of business on the date of surrender and the person or persons entitled to receive the Common Shares issuable on conversion shall be treated for all purposes as the record holder or holders of such Common Shares on that date. No fraction of a Common Share shall be issued on conversion of any Class B Common Share. In lieu thereof, the Corporation shall pay the holder the fair market value of any such fraction in cash. The fair market value shall be based, in the case of publicly traded securities, on the last sale price for such securities on the business day next prior to the date such fair market value is to be determined (or, in the event no sale is made on that day, the average of the closing bid and asked prices for that day on the principal stock exchange on which Common Shares are traded or, if the Common Shares are not then listed on any national securities exchange, the average of the closing bid and asked prices for the day quoted by any electronic bulletin board), or, in the case of non-publicly traded securities, the fair market value on such day determined by a qualified independent appraiser appointed by the board of directors of the Corporation. Any such determination of fair market value shall be conclusive and binding on the Corporation and on each holder of Class B Common Shares and Common Shares.

(f) Liquidation. Holders of issued and outstanding Common Shares shall have preference over the Class B Common Shares upon the voluntary or involuntary liquidation of the Corporation, but only to the extent that the holders of Common Shares be paid the par value of such shares prior to any distribution being made to the holders of Class B Common Shares. In such case, after receiving the par value of their shares, the holders of Common Shares shall receive no further distribution unless and until each holder of Class B Common Shares has received the par value of each share held and a sum equal to the distribution made on each Common Share for which the holders of Class B Common Shares have not received a like amount.

5. Preferred Shares. The board of directors, by resolution, shall have the authority to issue, in one or more series, Preferred Shares, having such preferences, rights and limitations as are established by the board of directors. However, the voting rights, if any, of one Preferred Share shall not exceed the voting rights of one Common Share.

6. Duration. The period of duration of the Corporation shall be perpetual.

7. Powers of Board of Directors. The affairs of the Corporation shall be managed and conducted by a board of directors. The board of directors shall have the authority, without first obtaining the approval of the stockholders of the Corporation, unless otherwise provided herein, upon such terms and conditions as the board deems appropriate: (a) to grant rights or options to subscribe

3

for or purchase, and issue, shares of authorized and unissued stock of the Corporation of any class now or hereafter authorized, to any persons, including officers and directors of the Corporation; (b) to make distributions to its stockholders out of its capital surplus, and to purchase its own shares out of its unreserved and unrestricted capital surplus; (c) to the extent permitted by applicable laws, to guarantee or assume liability for the payment of the principal of, or dividends or interest on, or sinking fund payments in respect to, stocks, bonds, debentures, warrants, rights, scrip, notes, evidences of indebtedness or other securities or obligations of any kind; and liability for the performance of any other contract or obligation, made or issued by any domestic or foreign corporation, partnership, association, trustee, group, individual or entity; and (d) to make, alter and repeal the bylaws of the Corporation.

8. Number of and Initial Board of Directors. The number of directors shall be fixed by, or in the manner provided in, the bylaws.

9. Election of Directors. Elections of directors need not be by written ballot unless otherwise provided by the bylaws of the Corporation.

10. Stockholders’ Meetings. Meetings of stockholders may be held at the Corporation’s principal offices, or as the bylaws may provide.

11. Books. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the Corporation.

12. Creditors. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under § 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or if the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

13. Director’s Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) for unlawful payment of dividends or making of a distribution or unlawful repurchase or redemption of its own stock; or (d) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of Delaware is amended after the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting

4

the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware, as so amended. Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

14. Indemnification. The Corporation shall indemnify any and all of its directors or officers or former directors or officers or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors or officers or a director or officer of the Corporation, or of such other corporation to the fullest extent permissible under applicable law, except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty or for which the exclusion of personal liability of directors for monetary damages under paragraph 13 is not available. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, under any bylaw, agreement, vote of stockholders, or otherwise.

15. Amendments. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

16. Registered Office and Agent. The address of the Corporation’s registered office in the State of Delaware is 222 Delaware Avenue, 9th Floor, Wilmington, New Castle County, Delaware 19801 and the name of its registered agent is The Delaware Corporation Agency.

17. Incorporator. The name and mailing address of the incorporator is: U.S. Bio Energy, Inc., 101 E. Industrial Drive, Sedgwick, Kansas 67136.

The undersigned, being the incorporator of Gold Ribbon Bio Energy Holdings Inc., for the purpose of forming a corporation under the General Corporation Law of the State of Delaware hereby acknowledges the foregoing to be its act and deed and that the facts stated herein are true this 17 day of August, 2007.

U.S. Bio Energy, Inc.
By:	/s/ Timothy R. Schwab
Title:	President

5

EX-3.(II)

Exhibit 3(ii)

BYLAWS

OF

GOLD RIBBON BIO ENERGY HOLDINGS INC.

Adopted August 30, 2007

Exhibit 3(ii)

TABLE OF CONTENTS

ARTICLE I Offices		1
1.1	Principal Office	1
1.2	Registered Office	1
ARTICLE II Shareholders		1
2.1	Annual Meetings	1
2.2	Special Meetings	1
2.3	Place of Special Meetings	1
2.4	Notice of Annual or Special Meetings	1
2.5	Meetings by Consent of All Shareholders	2
2.6	Waiver of Notice and Consent to Meetings of Less Than All Shareholders	3
2.7	Exception to Notice Requirements	3
2.8	Fixing of a Record Date	3
2.9	Voting Record	4
2.10	Quorum	4
2.11	Proxies	4
2.12	Voting of Shares	5
2.13	Voting of Shares by Certain Holders	5
2.14	Voting Procedures and Inspectors of Elections	6
2.15	Consent of Shareholders In Lieu of Meeting	7
2.16	Shareholder Inspection of Books and Records	8
ARTICLE III Directors		8
3.1	General Powers	8
3.2	Number, Tenure and Qualifications	9
3.3	Removal and Resignation	9
3.4	Regular Meetings	9
3.5	Special Meetings	9
3.6	Telephonic Meetings	9
3.7	Notice of Directors’ Meetings	9
3.8	Quorum	10
3.9	Manner of Acting	10
3.10	Vacancies	10
3.11	Compensation	11
3.12	Action by Written Consent	11
3.13	Chairman and Vice Chairman of the Board	11
3.14	Conflicts of Interest	11
3.15	Director Inspection of Books and Records	12
3.16	Committees	12
ARTICLE IV Officers		13
4.1	Classes	13
4.2	Election and Term of Office	13
4.3	Removal and Resignations	13

i

Exhibit 3(ii)

4.4	Vacancies	13
4.5	Chairman of the Board of Directors	13
4.6	President	13
4.7	Vice President	14
4.8	Treasurer	14
4.9	Secretary	14
ARTICLE V Contracts, Loans, Checks and Deposits		14
5.1	Contracts	14
5.2	Checks, Drafts	15
5.3	Deposits	15
ARTICLE VI Certificates for Shares and Their Transfer		15
6.1	Certificates for Shares	15
6.2	Lost, Stolen or Destroyed Stock Certificates	15
6.3	Transfer of Shares	15
ARTICLE VII Indemnification		15
7.1	Indemnification	15
ARTICLE VIII Miscellaneous		18
8.1	Amendments	18
8.2	Fiscal Year	18
8.3	Dividends	18
8.4	Seal	18
8.5	Waiver of Notice	18

ii

BYLAWS

OF

GOLD RIBBON BIO ENERGY HOLDINGS INC.

ARTICLE I

Offices

1.1 Principal Office. The principal office of the Corporation at the date of adoption of these Bylaws shall be in Sedgwick, Kansas. The Corporation may have such other offices, either within or without the State of Delaware or the State of Kansas, as the business of the Corporation may require.

1.2 Registered Office. The registered agent and office of the Corporation at the date of adoption of these Bylaws are The Delaware Corporation Agency, 222 Delaware Avenue, 9^th Floor, County of New Castle, Wilmington, Delaware 19801. The registered agent and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

Shareholders

2.1 Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors may designate and state in the notice of the meeting. If no place is designated, the meeting shall be held at the principal executive office of the Corporation. The purpose of such meeting shall be the election of directors and such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. The failure to hold an annual meeting does not invalidate the Corporation’s existence or affect any otherwise valid corporate act.

2.2 Special Meetings. Special meetings of the shareholders may be called by the Chairman of the Board, President or the Chief Executive Officer, by the Board of Directors, or by the holders of shares entitling such holders to not less than twenty-five percent of the possible votes at such meeting.

2.3 Place of Special Meetings. The Board of Directors may designate any place within or without the State of Delaware or the State of Kansas as the place for any special meeting called by the Board of Directors. A waiver of notice signed by each shareholder may include a designation of any place as the place for the holding of such meeting. If no designation is properly made, or if a special meeting be otherwise called, the place of the meeting shall be at the principal executive office of the Corporation.

2.4 Notice of Annual or Special Meetings.

(a) Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally, by mail or if authorized by the Board of Directors as otherwise provided below, by or at the direction

Exhibit 3(ii)

of the Chairman of the Board, President, Chief Executive Officer or the Secretary, or the officer or persons calling the meeting, to each shareholder entitled to vote at such meeting as of the record date established under Section 2.8 of these Bylaws. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, in a sealed envelope addressed to the shareholder at such shareholder’s address as it appears in the records of the Corporation.

(b) (i) Without limiting the manner by which notice may otherwise be given effectively to shareholders, any notice to shareholders to be given by the Corporation shall be effective if given by a form of electronic transmission consented to by the shareholder to whom the notice is given. Any such consent is revocable by the shareholder by written notice to the Corporation. Any such consent is deemed revoked if (1) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the Corporation in accordance with such consent and (2) such inability becomes known to the Secretary or an assistant secretary of the Corporation or to the transfer agent or other person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate a meeting or other action. For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved or revised by a recipient and that may be directly reproduced in paper form by the recipient through an automated process.

(ii) Notice given by electronic transmission shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the shareholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the shareholder has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the shareholder of such specific posting, upon the later of such posting and the giving of separate notice; and (4) if by any other form of electronic transmission, when directed to the shareholder. An affidavit of the Secretary or assistant secretary or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(c) Only business within the purpose or purposes described in the meeting notice may be conducted at the special meeting.

(d) When a meeting is adjourned to another time or place, notice of the adjourned meeting need not be given if the time and place are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which could have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or, if after adjournment a new record date is fixed, a notice of the adjourned meeting must be given to every shareholder entitled to vote at the meeting.

2.5 Meetings by Consent of All Shareholders. If all the shareholders shall meet at any time and place and consent in writing to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

2

Exhibit 3(ii)

2.6 Waiver of Notice and Consent to Meetings of Less Than All Shareholders. If a shareholder meeting shall occur without all shareholders in attendance, a prior or subsequent written waiver of notice or consent to the holding of such meeting signed by the absent shareholders or a waiver by electronic transmission by the shareholders entitled to vote shall be equivalent to the call and giving of any requisite notice, and such meeting shall be valid without call or notice, and corporate action may be taken at such meeting. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in the written waiver. Attendance of a person at a meeting constitutes waiver of notice except when the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened. The execution of a written consent shall constitute a waiver of notice with respect to the actions taken in the consent even if the consent does not expressly contain a waiver clause.

2.7 Exception to Notice Requirements. Whenever notice is required to be given to any person with whom communication is unlawful, the giving of such notice is not required and the Corporation has no duty to apply to any governmental authority or agency for a license or permit to give such notice. In addition, whenever notice is required to be given to any shareholder to whom (a) notice of two (2) consecutive annual meetings, and all notices of meetings or the taking action by written consent during the period between such two (2) consecutive annual meetings, or (b) all, and at least two (2) payments (if sent by first class mail) of dividends or interest on securities during a twelve (12) month period, have been mailed addressed to such person at the address shown on the records of the Corporation and have been returned undeliverable, the giving of notice to such persons is not required. This exception to the requirement that notice be given shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission. Any action or meeting which shall be taken or held without notice to such persons shall have the same force and effect as if such notice had been duly given. If any such person thereafter delivers to the Corporation a written notice setting forth such person’s then current address, the requirement that notice be given to such person shall be reinstated.

2.8 Fixing of a Record Date.

(a) The Board of Directors of the Corporation may fix a date which shall not precede the date of the resolution fixing the record date and which record date is not less than ten (10) days nor more than sixty (60) days prior to the date of any meeting of shareholders as the record date for the determination of shareholders entitled to notice of, or to vote at, such meeting. If no record date is fixed by the Board of Directors, the record date for determining shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day which next precedes the day on which the meeting is held. When a determination of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. The Board of Directors may fix a record date to determine the shareholders entitled to consent to corporate action in writing without a meeting on a date which shall not precede and is not more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed, the record date for shareholders entitled to consent to corporate action in writing is (i) when no prior action by the Board of Directors is required, the first date on which a signed written consent setting forth the actions taken or proposed to be taken is delivered, by hand or certified or registered mail, to the

3

Exhibit 3(ii)

Corporation to its registered office, to its principal place of business, or to an officer or agent of the Corporation having custody of the Corporation’s minute book; or (ii) when prior action by the Board of Directors is required, at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(b) The Board of Directors may fix a record date to determine the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action which shall not precede the date upon which the resolution fixing the record date is adopted and which shall not be more than sixty (60) days prior to such action. If no record date is fixed, the record date shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

2.9 Voting Record. The officer or agent having charge of the transfer book for shares of the Corporation shall make a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of, and the number of shares held by, each shareholder. Such list shall be available for inspection by any shareholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to such meeting, either during ordinary business hours at the principal place of business of the Corporation or on a reasonably accessible electronic network; provided that the information required to gain access to such list is provided with the notice of the meeting and the Corporation takes reasonable steps to ensure that such information is available only to shareholders of the Corporation. The list must also be produced and kept open at the time and place of the meeting during the whole course of the meeting and shall be subject to the inspection of any shareholder who is present.

2.10 Quorum. Unless otherwise required by Delaware corporation law, one-third of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, except where a separate vote by a class or series or classes or series is required, one-third of the shares of such class, classes or series shall be required to constitute a quorum. If a quorum of shareholders is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Delaware corporation law, or by the Certificate of Incorporation or Bylaws of the Corporation.

2.11 Proxies. At all meetings of shareholders, a shareholder may vote shares in person or by proxy. A shareholder may execute a writing authorizing another person or persons to act as proxy or such shareholder. The shareholder or the shareholder’s authorized officer, director, employee or agent may sign or cause a signature to be affixed by any reasonable means to the proxy. A telegram, cablegram or other means of electronic transmission including information from which it can be determined that the transmission was authorized by the shareholder, or a photographic, photostatic, facsimile or other reliable reproduction of a writing appointing a proxy shall be deemed to be a sufficient, signed appointment form assuming that it is a complete reproduction of the entire original writing or transmission. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after three (3) years from the date of its execution, unless otherwise provided in the proxy. An appointment of a proxy is

4

Exhibit 3(ii)

revocable unless the proxy is coupled with an interest and the appointment form conspicuously states that the proxy is irrevocable and that the appointment is coupled with an interest. A proxy may be made irrevocable regardless of whether the interest is an interest in the stock itself or in the Corporation generally. Upon extinguishment of the interest the proxy becomes revocable.

2.12 Voting of Shares.

(a) Each outstanding share of stock authorized by the Corporation’s Certificate of Incorporation to have voting power shall be entitled to the number of votes set forth in the Certificate of Incorporation upon each matter submitted to a vote at a meeting of shareholders. No holder of shares shall be entitled to cumulative voting. Each holder of Common Shares and Class B Common Shares shall be entitled to one vote for each share of stock registered in such shareholder’s name, except that the holders of Class B Common Shares shall have exclusive voting power if no Common Shares, Class D Common Shares or voting Preferred Shares are issued and outstanding, and holders of Common Shares, Class D Common Shares and voting Preferred Shares shall have exclusive voting power if no shares of Class B Common Shares are issued and outstanding.

(b) With respect to the election of directors, holders of Common Shares together with the holders of Class D Common Shares and voting Preferred Shares voting together as a separate class shall be entitled to elect that number of directors which constitutes twenty-five (25%) of the authorized number of members of the board of directors and, if such twenty-five (25%) is not a whole number, then the holders of Common Shares, Class D Common Shares and voting Preferred Shares shall be entitled to elect the nearest higher whole number of directors that is at least twenty-five (25%) of such membership. Holders of Class B Common Shares voting as a separate class shall be entitled to elect the remaining directors. Notwithstanding the foregoing, holders of Common Shares, Class D Common Shares and voting Preferred Shares shall not have the right to elect directors if, on the record date for any shareholders’ meeting at which directors are to be elected, the number of issued and outstanding Common Shares, Class D Common Shares and voting Preferred Shares is less than ten percent (10%) of the aggregate number of issued and outstanding voting shares of all classes. In such case, all directors to be elected at such meeting shall be elected by the holders of all voting shares voting together as a single class.

(c) The holders of the Common Shares and the holders of the Class B Common Shares shall be entitled to vote as separate classes only when required by law to do so irrespective of the limitations placed herein on the voting rights of such stockholders, or when a separate class vote is required by specific provision therefor in the Certificate of Incorporation of the Corporation or in these bylaws. Holders of all voting shares shall vote as a single class, in all other matters including, but not limited to, any amendment to the Certificate of Incorporation of the Corporation in order to increase or decrease the aggregate number of authorized shares of Common Shares, Class D Common Shares or Preferred Shares.

2.13 Voting of Shares by Certain Holders.

(a) Shares standing in the name of another corporation may be voted by either that corporation’s president or by proxy appointed by the president unless another person appointed to vote the stock under a bylaw or a resolution of the board of directors of that corporation presents a certified copy of the bylaw or resolution, in which case such person may vote the stock.

5

Exhibit 3(ii)

(b) A fiduciary may vote, either in person or by proxy, stock registered in such person’s name as fiduciary. If the stock is not registered in the fiduciary’s name, the fiduciary may vote the stock, either in person or by proxy, upon providing proof of the fact that such fiduciary has legal title to the stock in a fiduciary capacity and is qualified to act in that capacity.

(c) Where shares stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary of the Corporation is given written notice to the contrary, and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting have the following effect:

(i) if only one (1) votes, such act binds all;

(ii) if more than one (1) vote, the act of the majority so voting binds all; or

(iii) if more than one (1) vote, but the vote is evenly split on any particular matter each faction may vote the securities in question proportionately, or any person voting the shares or a beneficiary, if any, may apply to any court of competent jurisdiction to appoint an additional person to act with the persons so voting the shares which shall then be voted as determined by a majority of such persons and the person appointed by the court (if the instrument so filed shows that any such tenancy is held in unequal interests, a majority or even split shall be a majority or even split in interest).

(d) A shareholder whose shares are pledged shall be entitled to vote such shares unless the transfer by the pledgor on the books of the Corporation expressly empowered the pledgee to vote thereon, in which case only the pledgee shall be entitled to vote the shares so transferred.

(e) The Corporation shall be entitled to reject a vote, consent, waiver or proxy appointment if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

2.14 Voting Procedures and Inspectors of Elections. At any time at which the Corporation has a class of voting securities listed on a national securities exchange, authorized for quotation on an inter-dealer quotation system thereof, or held of record by more than two thousand (2,000) shareholders, in advance of any meeting of shareholders, the Corporation must appoint one (1) or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one (1) or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of shareholders, the person presiding at the meeting shall appoint one (1) or more inspectors to act at the meeting. Each inspector, before beginning, must take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The

6

Exhibit 3(ii)

inspectors must: (a) ascertain the number of shares outstanding and the voting power of each; (b) determine the shares represented at a meeting and the validity of proxies and ballots; (c) count all votes and ballots; (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and (e) certify the determination of the number of shares represented at the meeting and the count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist in the performance of such duties. The date and time of the opening and the closing of the polls for each matter upon which the shareholders will vote at a meeting shall be announced at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless a court of competent jurisdiction upon application by a shareholder shall determine otherwise. In determining the validity and counting of proxies and ballots, the inspectors are limited to an examination of the proxies, any envelopes submitted with those proxies, any other information provided in accordance with Section 2.11 hereof, ballots and the regular books and records of the Corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the shareholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors, at the time they make the certification, must specify the precise information considered including, the person or persons from whom the inspectors obtained the information, when the information was obtained, the means by which the information was obtained, and the basis for the inspectors’ belief that such information is accurate and reliable.

2.15 Consent of Shareholders In Lieu of Meeting.

(a) Unless otherwise provided by Delaware law, any action required to be taken, or which may be taken, at a meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if one (1) or more consents in writing, setting forth the action so taken, are (a) signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shareholders entitled to vote thereon were present and voted and (b) delivered to the Corporation by delivery to the Corporation’s registered office, its principal place of business, or an officer or agent having custody of its minute book. Delivery made to the Corporation’s registered office must be made by hand or by certified or registered mail, return receipt requested. A written consent must bear the date of signature of each shareholder who signs the consent. No written consent is effective, unless within sixty (60) days of the earliest date a consent is delivered, written consents signed by a sufficient number of holders are delivered as required. Prompt notice of the taking of the actions without a meeting by less than unanimous written consent must be given to those shareholders who have not consented in writing.

(b) A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a shareholder or proxyholder, or by a person or persons authorized to act for a shareholder or proxyholder, shall be deemed to be written, signed and dated for purposes of this section, provided that any such electronic transmission sets forth or is delivered with information from which the Corporation can determine (1) that the electronic transmission was transmitted by the shareholder or proxyholder, or person or persons authorized to act therefor, and (2) the date on which such person transmitted such electronic transmission. The date of transmission shall be deemed to be the date of signing. No consent given by electronic transmission shall be

7

Exhibit 3(ii)

deemed to have been delivered until such consent is reproduced in paper form and such paper form delivered to the Corporation by delivery to its registered office, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings are recorded. Delivery to the registered office shall be made by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitation on delivery, consents given by electronic transmission may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings are recorded if, to the extent and in the manner, provided by resolution of the Board of Directors of the Corporation.

2.16 Shareholder Inspection of Books and Records. Any shareholder (including beneficial owners of shares), in person or by attorney or other agent, upon written demand under oath stating the purpose thereof, has the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its shareholders and its other books and records, and to make copies of extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a shareholder or beneficial owner of shares. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath must be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the shareholder or beneficial owner. The demand under oath shall be directed to the Corporation at its registered office in Delaware or at its principal place of business.

ARTICLE III

Directors

3.1 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have the authority, without first obtaining the approval of the shareholders of the Corporation, unless otherwise provided in the Certificate of Incorporation of the Corporation or under Delaware law, upon such terms and conditions as the Board of Directors deems appropriate:

(a) to grant rights or options to subscribe for or purchase, and issue, shares of authorized and unissued stock of the Corporation of any class now or hereafter authorized, to any persons, including officers and directors of the Corporation;

(b) to make distributions to the Corporation’s shareholders out of the Corporation’s capital surplus, and to cause the Corporation to purchase its own shares out of its unreserved and unrestricted capital surplus; and

(c) to the extent permitted by the applicable laws of the State of Delaware, to guarantee or assume liability for the payment of the principal of, or dividends or interest on, or sinking fund payments in respect to, stocks, bonds, debentures, warrants, rights, scrip, notes, evidences of indebtedness or other securities or obligations of any kind; and liability for the performance of any other contract or obligation, made or issued by any domestic or foreign corporation, partnership, association, trustee, group, individual or entity.

8

Exhibit 3(ii)

3.2 Number, Tenure and Qualifications. The number of directors on the date of adoption of these Bylaws shall be five (5). The number of directors of the Corporation may be increased or decreased by resolution of the Board of Directors. All directors shall hold office for the term for which they are elected or until their successors shall have been elected and qualified, whichever period is longer. The directors need not be residents of the State of Delaware, nor need they hold any shares of stock of the Corporation.

3.3 Removal and Resignation. Holders of Common Stock, Class D Common Stock and voting Preferred Stock, if any, may remove, with or without cause, any or all directors elected by them by a majority of shares voting together as a separate class. Holders of Class B Common Stock may remove, with or without cause, any or all directors elected by them by a majority of shares voting together as a separate class. Any member of the Board of Directors may resign from the Board of Directors at any time by giving written notice or notice by electronic transmission to the Chairman of the Board, Chief Executive Officer, President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.4 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Delaware or the State of Kansas, for the holding of additional regular meetings without other notice than such resolution.

3.5 Special Meetings. Special meetings of the Board of Directors may be called by, or at the request of, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the total number of directors of the Corporation and shall be preceded by at least two (2) days notice of the date, time and place of the meeting.

3.6 Telephonic Meetings. Members of the Board of Directors, or a committee of the board, may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at the meeting.

3.7 Notice of Directors’ Meetings. No notice need be given of any regular meeting of the Board of Directors. Notice of a special meeting of the Board of Directors shall contain the date, time and place of the meeting and may be communicated in person; by telephone, telegraph, facsimile, e-mail or other form of wire or wireless or electronic communication; or by mail or private carrier. Oral or telephonic notice shall be effective when communicated, provided that it is promptly confirmed in writing. Written notice is effective at the earliest of the following: (a) when received; (b) five (5) days after deposit in the United States mail as evidenced by the postmark, if mailed postpaid and correctly addressed; or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by, or on behalf of, the addressee. Any director may waive notice of any meeting before or after the meeting. The waiver shall be in writing or by electronic transmission and signed by the director entitled to the notice and filed with the minutes of the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any

9

Exhibit 3(ii)

business because the meeting is not lawfully called or convened. The execution of a written consent shall constitute a waiver of notice with respect to the actions taken in the consent even if the consent does not expressly contain a waiver clause. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.8 Quorum. A majority of the number of directors fixed by, or determined in accordance with, Section 3.2 hereof shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; provided that, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.9 Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Certificate of Incorporation of the Corporation or these Bylaws. A director who is present at a meeting of the Board of Directors, or a committee of the Board of Directors when corporate action is taken, shall be deemed to have assented to the action taken unless the director:

(a) objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting;

(b) dissents or abstains from the action taken and such dissent or abstention is entered in the minutes of the meeting; or

(c) delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention shall not be available to a director who votes in favor of the action taken.

3.10 Vacancies. A vacancy occurring in the office of a director elected by the holders of the Common Stock, Class D Common Stock and voting Preferred Stock may be filled by the affirmative vote of a majority of the holders of such classes of stock or a majority of the remaining directors elected by the holders of such classes of stock, if at least one (1) such director remains. If at least one does not remain, a majority of the remaining directors as a whole may fill the position. A vacancy occurring in the office of a director elected by the holders of Class B Common Stock may be filled by the affirmative vote of a majority of the holders of such class of stock or a majority of the remaining directors elected by the holders of such class of stock, if at least one (1) such director remains. If at least one does not remain, a majority of the remaining directors as a whole may fill the position. A director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office. If at any time, by reason of death, resignation or other cause, the Corporation has no directors in office, then any officer, shareholder, personal representative of a shareholder or other like fiduciary, may call a special meeting of shareholders or may apply to a court of competent jurisdiction for a decree ordering an election. Subject to the restrictions described above relating to directors elected by holders of certain classes of stock, if one (1) or more directors resign from the board effective at a future date, a majority of the directors then in office, including those who have so resigned, have the power to fill such vacancy or vacancies, the vote thereon to take effect when the resignations become effective.

10

Exhibit 3(ii)

3.11 Compensation. By resolution of the Board of Directors, each director may be paid expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated stipend as director or a fixed sum for attendance at each meeting of the Board of Directors, or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

3.12 Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors of any committee thereof may be taken without a meeting if all members of the board or the committee, as the case may be, consent to such action in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of the proceedings of the board or committee.

3.13 Chairman and Vice Chairman of the Board. The Board of Directors may appoint one of its members Chairman of the Board of Directors. The Board of Directors may also appoint one of its members as Vice Chairman of the Board of Directors, and such individual shall serve in the absence of the Chairman and perform such additional duties as may be assigned by the Board of Directors.

3.14 Conflicts of Interest. No contract or transaction between the Corporation and one (1) or more of its directors or officers, or between the Corporation and any other corporation, partnership, trust, firm, association or entity in which one (1) or more of the directors or officers of the Corporation is a director, officer, partner, shareholder, member, employee or agent or is financially interested, shall be void or voidable solely for this reason, or solely because the director or officer is present at, or participants in, the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or solely because their votes are counted for such purposes, if:

(a) the material facts of the contract or transaction and the director’s interest or relationship are disclosed or known to the Board of Directors or committee of the Board of Directors and the Board of Directors or the committee in good faith authorizes, approves or ratifies the contract or transaction by the affirmative vote (or consent) of a majority of the disinterested directors even though the number of disinterested directors may be less than a quorum;

(b) the material facts of the contract or transaction and the director’s interest or relationship are disclosed or known to the shareholders entitled to vote thereon and they specifically authorize, approve or ratify in good faith such contract or transaction by vote or written consent sufficient for the purpose; or

(c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the shareholders.

Such interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

11

Exhibit 3(ii)

3.15 Director Inspection of Books and Records. Any director shall have the right to examine the Corporation’s stock ledger, a list of its shareholders and its other books and records for a purpose reasonably related to such person’s position as a director.

3.16 Committees.

(a) The Board of Directors may appoint an Executive Committee, which shall consist of two (2) or more members of the Board of Directors and shall serve at the pleasure of the Board of Directors. The Chairman of any Executive Committee shall be designated by the Board of Directors. Meetings of the Executive Committee shall be held from time to time as called by the Chairman of the Executive Committee or any member thereof by notice to the other members of the committee. Notice of any such meeting shall be given by oral, electronic or written notice not less than twenty-four (24) hours prior to such meeting. In order to take action, a majority of the members of such committee must be present and shall constitute a quorum. During the intervals between the meeting of the Board of Directors, the Executive Committee, if such committee is established, shall possess and may exercise all of the powers of the Board of Directors of the Corporation in the management of the business, affairs and properties of the Corporation, as are not prohibited by statute, the Certificate of Incorporation of the Corporation or these Bylaws. All action taken the Executive Committee shall be deemed to be action of the Board of Directors of the Corporation.

(b) The Board of Director may also designate one (1) or more other committees, each committee to consist of two (2) or more members of the Board of Directors of the Corporation. Such committees shall have and may exercise the powers of the Board of Directors of the Corporation which are delegated to the committee by the Board of Directors.

(c) Notwithstanding anything herein to the contrary, no committee shall have the power to:

(i) amend the Certificate of Incorporation of the Corporation, except that a committee may to the extent authorized in the resolution(s) providing for the issuance of shares of stock adopted by the Board of Directors fix the designation and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of any series of stock or authorize the increase or decrease of the shares of any series;

(ii) adopt an agreement of merger or consolidation, except of a parent and subsidiary or subsidiaries as provided under Section 253 of the Delaware Corporation law;

(iii) recommend to the shareholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets;

(iv) recommend to the shareholders a dissolution of the Corporation or a revocation of a dissolution;

(v) amend these Bylaws; or

12

Exhibit 3(ii)

(vi) unless the resolution expressly provides, to declare a dividend, authorize the issuance of stock or adopt a certificate of ownership or merger pursuant to Section 253 of the Delaware Corporation law.

(d) Each committee shall keep regular minutes of its meetings and report same to the Board of Directors of the Corporation when required.

ARTICLE IV

Officers

4.1 Classes. The officers of the Corporation shall be a President (who shall also be designated the Chief Executive Officer unless otherwise provided by the Board of Directors), a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two (2) or more offices may be held by the same person.

4.2 Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Officers shall hold office until their successors shall have been duly elected and shall have qualified or until death, resignation or removal.

4.3 Removal and Resignations. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice to the Chief Executive Officer, President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

4.5 Chairman of the Board of Directors. The Chairman of the Board of Directors, if that office be created and filled, may, at the discretion of the Board of Directors, be the chief executive officer of the Corporation and, if such, shall have the duties set forth below, subject to control by the Board of Directors. The Chairman of the Board shall preside at all meetings of the shareholders and Board of Directors.

4.6 President. The President, unless a chairman is appointed and designated Chief Executive Officer pursuant to Section 4.5 hereof, shall be the Chief Executive Officer of the Corporation. If no chairman has been appointed or, in the absence of the chairman, the President shall preside at all meetings of the shareholders and of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and, in general, shall

13

Exhibit 3(ii)

perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend, act and vote at any meetings of shareholders of any corporation in which the Corporation may hold stock, and at such meeting, shall hold and may exercise all rights incident to the ownership of such stock which the Corporation, as owner, might have had and exercised if present. The Board of Directors may confer like powers on any other person or persons.

4.7 Vice President. In the absence of the President, or in the event of inability or refusal to act, the Vice President (or, in the event there be more than one Vice President, the Vice Presidents in order designated at the time of their election, or in the absence of any designation, then, in the order of their election), if that office be created and filled, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or an assistant secretary, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned by the Chairman of the Board, President, Chief Executive Officer or the Board of Directors.

4.8 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies and other depositories as shall be selected in accordance with the provisions of Article V of these Bylaws; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Chairman of the Board, the President, the Chief Executive Officer or the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of duties in such sum and with such surety as the Board of Directors shall determine.

4.9 Secretary. The Secretary shall maintain the records of the minutes of the shareholders’ meetings, Board of Directors’ meetings and meetings of committees of the Board of Directors in one (1) or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal, if any, of the Corporation; keep a register of the post office address of each shareholder; sign with the President, Chief Executive Officer or Vice President certificates for shares of stock of the Corporation; have general charge of the stock transfer books of the Corporation; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Chairman of the Board, the President, the Chief Executive Officer or the Board of Directors.

ARTICLE V

Contracts, Loans, Checks and Deposits

5.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

14

Exhibit 3(ii)

5.2 Checks, Drafts. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation and in such manner as shall, from time to time, be determined by resolution of the Board of Directors.

5.3 Deposits. All funds of the Corporation not otherwise employed shall be deposited, from time to time, to the credit of the Corporation in such banks, trust companies and other depositories as the Board of Directors may select.

ARTICLE VI

Certificates for Shares and Their Transfer

6.1 Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as may be determined by the Board of Directors and by the laws of the State of Delaware. Each certificate shall have noted conspicuously thereon any applicable restrictions on sale or transfer. Such certificates shall be signed by the President or the Chief Executive Officer and by the Secretary or such other officers as may be designated by the Board of Directors. All certificates for shares shall be consecutively numbered within each class of stock in the order in which they are issued. The name of the person owning the shares represented thereby, with the number of shares and date of issue, shall be entered on the books of the Corporation. All certificates surrendered to the Corporation or its agent for transfer shall be canceled and no new certificates shall be issued until the former certificates for a like number of shares shall have been surrendered and canceled, except that, in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

6.2 Lost, Stolen or Destroyed Stock Certificates. The Corporation may issue a new certificate of stock in place of any certificate issued by it and alleged to have been lost, stolen or destroyed, if the person claiming the certificate to be lost, stolen or destroyed shall make an affidavit of that fact. In addition, the Corporation may require the owner of the lost, stolen or destroyed certificate, or such person’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction.

6.3 Transfer of Shares. Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holders thereof, or by their legal representatives who shall furnish proper evidence of authority to transfer, or by their attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or the transfer agent of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

ARTICLE VII

Indemnification

7.1 Indemnification.

(a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in

15

Exhibit 3(ii)

the right of the Corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that this conduct was unlawful.

(b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination: (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; (2) by a committee of such directors designated by majority vote of such directors, even through less than a quorum; (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (4) by the shareholders.

16

Exhibit 3(ii)

(e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in official capacity and as to action in another capacity while holding such office.

(g) The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify against such liability under this section.

(h) For purposes of this section, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to any employee benefit plan or its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

17

Exhibit 3(ii)

ARTICLE VIII

Miscellaneous

8.1 Amendments. The Board of Directors shall have the power and authority to alter, amend or repeal Bylaws of the Corporation at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders under Delaware law to adopt, alter or repeal such Bylaws.

8.2 Fiscal Year. The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation. Unless otherwise fixed by the Board, the fiscal year of the Corporation shall end on December 31.

8.3 Dividends. The Board of Directors may, from time to time, declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Certificate of Incorporation.

8.4 Seal. The Board of Directors of the Corporation may adopt a seal on behalf of the Corporation.

8.5 Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, or under the provisions of the Corporation’s Certificate of Incorporation, or under the provisions of the corporation laws of the State of Delaware, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

The above Bylaws were adopted by the Board of Directors of Gold Ribbon Bio Energy Holdings Inc. on August 30, 2007.

/s/ Richard L Hageman

Secretary

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Exhibit 3(ii)

HISTORICAL TABLE

BYLAWS OF

GOLD RIBBON BIO ENERGY HOLDINGS INC.

Bylaws initially adopted on August 30, 2007.

AMENDMENTS

Date Article/Section No.

EX-4.(I)

Exhibit 4(i)

COMMON STOCK PURCHASE WARRANT AGREEMENT

This Common Stock Purchase Warrant Agreement is made as of             , 200_, by and between Gold Ribbon Bio Energy Holdings Inc. and Registrar and Transfer Company (the “Warrant Agent”).

WHEREAS, the Company has determined to issue and deliver Common Stock Purchase Warrants (the “Warrants”) entitling the holders of the Warrants to purchase an aggregate of up to 12,000,000 Common Shares of the Company;

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they will be issued and may be exercised, and the respective rights, limitations and immunities of the Company, the Warrant Agent and the holders of the Warrants; and

WHEREAS, all acts and things necessary have been done and performed to make the Warrant, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided in this Agreement, the valid, binding and legal obligation of the Company, and to authorize the execution and delivery of this Agreement;

NOW, THEREFORE, in consideration of the mutual agreements contained herein, the parties hereto agree as follows:

Article I

Execution and Countersignature of Warrants

1.01. Execution and Countersignature of Warrants.

(a) Each Warrant, whenever issued, shall be dated             , 200_, shall be substantially in the form of Exhibit A attached hereto and incorporated hereby, and shall be signed by, or bear the facsimile signature of, the President or a Vice President and of the Secretary or an Assistant Secretary of the Company. If any officer whose facsimile signature has been placed upon any Warrant ceases to be that officer before the Warrant is issued, the Warrant may be issued with the same effect as if the officer had not ceased to be that officer on the date of issuance.

(b) No Warrant may be exercised until it has been countersigned by the Warrant Agent. The Warrant Agent shall countersign a Warrant only if:

(i) the Warrant is to be issued in exchange or substitution for one or more previously countersigned Warrants, as provided in this Agreement, or

(ii) the Company instructs the Warrant Agent to do so.

(c) Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant is invalid and of no effect.

Article II

Warrant Price, Duration and Exercise of Warrants

2.01. Warrant Price. Each Warrant, when countersigned by the Warrant Agent, shall entitle the holder of the Warrant, subject to the provisions of this Agreement, to purchase from the Company two hundred (200) Common Shares for each Warrant as stated on the face of the Warrant at the price of five dollars ($5.00) per share until such time prior to the expiration date as described in the Warrant, as up to 60,000 warrants have been exercised and the Company has received up to $60,000,000 in the process, subject to the adjustments provided in Article III of this Agreement. The Warrant Price as used herein shall refer to the price per share at which Common Shares may be purchased at the time a Warrant is exercised.

2.02. Duration of Warrants. Warrants may be exercised only on or before the earlier date on which 60,000 Warrants have been issued or the date that is the last Friday of the seventh calendar month after the date of issue of the Warrants (the “Expiration Date”). Notwithstanding the foregoing, if notice has been given as provided in Article III hereof in connection with the liquidation, dissolution or winding up of the Company, the Warrants shall expire at the close of business on the third full business day before the date specified in the notice as the record date for determining holders of stock entitled to receive any distribution upon the liquidation, dissolution or winding up; provided, however, that such date is at least five (5) business days after the date of the notice.

2.03. Exercise of Warrants.

(a) A Warrant, when countersigned by the Warrant Agent, may be exercised by surrendering it at the office of the Warrant Agent in Cranford, New Jersey, or at the office of its successor as warrant agent, prior to the close of business of the Warrant Agent on the Expiration Date or such earlier date as may be applicable with the exercise form set forth in the Warrant duly completed and executed, and by paying in full, in lawful money of the United States, the Warrant Price for each full Common Share as to which the Warrant is exercised, and any applicable taxes. Notwithstanding the foregoing, the Company is only required to use reasonable efforts which will permit the purchase and sale of the Common Shares underlying the Warrants and is not required to qualify the Warrants or the Common Shares underlying the Warrants in any state.

(b) As soon as practicable after the exercise of any Warrant, the Company shall issue to, or upon the order of, the holder or holders of the Warrant, in whatever name or names the Warrant holder may direct, a certificate or certificates for the number of full Common Shares to which the holder or holders are entitled, registered in the name or names specified by the holder or holders, and, if the Warrant is not exercised in full (except with respect to a remaining fraction of a share), a new countersigned Warrant for the number of shares (including fractional shares) as to which the Warrant has not been exercised. All Warrants surrendered shall be canceled by the Company.

(c) If the same holder of one or more Warrants exercises the purchase rights under the Warrants in the same transaction in a manner that leaves the right to purchase a fraction of a share unexercised, the Company shall pay a cash adjustment with respect to that final fraction in an amount equal to the same fraction of the current market price of one Common Share on the business day that

2

next precedes the day of exercise reduced by the same fraction of the Warrant Price of one Common Share on that day. For this purpose, the current market price shall be the price of one Common Share on the principal stock exchange on which the Common Shares is traded on the next preceding business day, or, if no sales take place on that day or if the Common Shares are not then listed on a stock exchange, the average of the reported bid and asked prices on that day in the over-the-counter market.

(d) All Common Shares issued upon the exercise of a Warrant shall be duly and validly issued, fully paid and nonassessable, and the Company shall pay all taxes in connection with the issuance of such shares. The Company shall not be required to pay any tax imposed in connection with any transfer involved in the issuance of a certificate for Common Shares in any name other than that of the holder or holders of the Warrant surrendered in connection with the purchase of the shares. In this case the Company shall not be required to issue or deliver any stock certificate until the tax has been paid.

(e) Each person in whose name any certificate for Common Shares is issued shall be deemed to have become the holder of record of the shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of the certificate, except that, if the date of surrender and payment is a date when the stock transfer books of the Company are closed, a person shall be deemed to have become the holder of shares at the close of business on the next succeeding date on which the stock transfer books are open. Except as otherwise provided in Article III, each person holding any shares received upon exercise of Warrants shall be entitled to receive only dividends or distributions which are payable to holders of record on or after the date on which the person is deemed to become the holder of record of such shares.

Article III

Adjustments

3.01. Stock Dividends - Split-Ups. If after the date of this Agreement, and subject to the provisions of Section 3.07 hereof, the number of outstanding Common Shares of the Company is increased by a stock dividend payable in Common Shares or by a split-up of Common Shares, then, on the day following the date fixed for the determination of holders of Common Shares entitled to receive the stock dividend or split-up, the number of shares issuable on exercise of each Warrant shall be increased in proportion to the increase in outstanding shares and the then applicable Warrant Price shall be correspondingly decreased.

3.02. Aggregation of Shares. If after the date of this Agreement, and subject to the provisions of Section 3.07 hereof, the number of outstanding Common Shares of the Company is decreased by a combination or reclassification of Common Shares, then, after the effective date of the combination or reclassification, the number of Common Shares issuable on exercise of each Warrant shall be decreased in proportion to the decrease in outstanding Common Shares and the then applicable Warrant Price shall be correspondingly increased.

3.03. Special Stock Dividends. If after the date of this Agreement, and subject to the provisions of Section 3.07 hereof, shares of any class of stock of the Company (other than Common Shares) are issued by way of a stock dividend on outstanding Common

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Shares, then, commencing with the day following the date fixed for the determination of holders of Common Shares entitled to receive the stock dividend, in addition to any Common Share receivable upon exercise of the Warrants, the Warrant holders upon exercise of the Warrants shall be entitled to receive, as nearly as practicable, the same number of shares of dividend stock, plus any shares issued upon any subsequent change, replacement, subdivision or combination of the stock dividend, to which the holders would have been entitled if their Warrants would have been exercised immediately prior to the stock dividend. No adjustment in the Warrant Price shall be made merely by virtue of the happening of any event specified in this Section 3.03.

3.04. Reorganization, Etc. If after the date of this Agreement any capital reorganization or reclassification of the Common Shares of the Company, or consolidation or merger of the Company with another corporation, or sale of all or substantially all of its assets to another corporation is effective, then, as a condition of the reorganization, reclassification, consolidation, merger or sale, lawful and fair provision shall be made whereby the Warrant holders after the transaction shall have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Common Shares of the Company purchasable and receivable immediately prior to the transaction upon the exercise of the rights represented by the Warrants, the shares of stock, securities or assets that may be issued or payable with respect to or in exchange for a number of outstanding Common Shares equal to the number of Common Shares purchasable and receivable immediately prior to the transaction upon the exercise of the rights represented by the Warrants if the reorganization, reclassification, consolidation, merger or sale had not taken place. Appropriate provisions shall be made in connection with a reorganization, reclassification, consolidation, merger or sale with respect to the rights and interests of the Warrant holders to the end that the provision of this Agreement (including, without limitation, provisions for adjustments of the Warrant Price and of the number of shares purchasable upon exercise of the Warrants) shall immediately after the transaction be applicable as nearly as possible to any shares of stock, securities or assets deliverable immediately after the transaction upon the exercise of the Warrants. The Company shall not effect any consolidation, merger or sale unless, prior to the consummation of the transaction, the successor corporation (if other than the Company) resulting from the consolidation or merger, or the corporation purchasing the assets, assumes by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders the shares of stock, securities or assets in accordance with the foregoing provisions that the holders may be entitled to purchase.

3.05. Notice of Change in Warrant. Upon any adjustment of the Warrant Price or the number of shares issuable on exercise of a Warrant, then and in each case the Company shall give written notice of the adjustment to the Warrant Agent. The notice shall state the Warrant Price resulting from the adjustment and the increase or decrease, if any, in the number of shares purchasable at that price upon exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which the calculation is based. The Company shall mail or cause to be mailed to each holder of Warrants at the address registered with the Company, a notice setting forth such change or adjustment. Failure to file a statement or to give notice, or any defect in a statement or notice, shall not affect the legality or validity of the changes or adjustments.

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3.06. Other Notices. In case at any time:

(a) the Company pays any dividends payable in stock upon its Common Shares or makes any distributions (other than regular cash dividends) to the holders of its Common Shares;

(b) the Company offers for subscription pro rata to the holders of its Common Shares any additional shares of stock of any class or any other rights;

(c) there is a capital reorganization, a classification of the capital stock of the Company or a consolidation or merger of the Company with, or a sale of all or substantially all of its assets to, another corporation; or

(d) there is a voluntary or involuntary dissolution, liquidation or winding up of the Company;

then, in any one or more of these cases, the Company shall give written notice in the manner set forth in Section 3.05 of this Agreement of the date on which (i) the books of the Company close or a record is taken for the dividend, distribution or subscription rights, or (ii) the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up takes place. The notice also shall specify the date as of which the holders of record of Common Shares shall participate in dividend, distribution or subscription rights, or shall be entitled to exchange their Common Shares for securities or other property deliverable upon the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up. The notice shall be given and published at least twenty (20) days prior to the transaction in question and not less than twenty (20) days prior to the record date or the date on which the Company’s transfer books are closed with respect to the transaction. Failure to give or publish the notice, or any defect in the notice, shall not affect the legality or validity of any transaction covered or to be covered in the notice.

3.07. Limitation on Fractions. Notwithstanding anything in Sections 3.01 or 3.02 hereof to the contrary, cumulative adjustments in the number of shares issuable upon exercise of Warrants shall be made only to the nearest multiple of one-tenth ( ¹/10) of a share, i.e., fractions of less than five-hundredths ( ⁵/100) of a share shall be disregarded and fractions of five-hundredths ( ⁵/100) of a share or more shall be treated as being one-tenth ( ¹/10) of a share.

3.08. Form of Warrant. The form of Warrant need not be changed due to any change pursuant to this article, and Warrants issued after a change may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant hereto. However, at any time in its sole discretion, the Company may make any change in the form of Warrant that it may deem appropriate and that does not affect the substance of the Warrants. Any Warrant subsequently issued and countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

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Article IV

Other Provisions Relating to Rights of Holders of Warrants

4.01. No Rights as Stockholder Conferred by Warrants. A Warrant does not entitle its holder to any of the rights of a stockholder of the Company.

4.02. Lost, Stolen, Mutilated or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant Agent may issue a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated or destroyed. Any such issuance of a new Warrant shall be on whatever terms and conditions with respect to indemnity or otherwise that the Company and Warrant Agent may in their sole discretion impose (which shall, in the case of a mutilated Warrant, include the surrender of the Warrant). Any new Warrant shall constitute an original contractual obligation of the Company, regardless of whether the allegedly lost, stolen, mutilated or destroyed Warrant is at any time enforceable by anyone.

4.03. Reservation of Common Shares. The Company shall at all times reserve and keep available the number of its authorized but unissued Common Shares which is sufficient to permit the exercise in full of the Warrants pursuant to the terms hereof. If at any time the number of authorized but unissued Common Shares is not sufficient for these purposes, the Company shall take such corporate action as, in the opinion of counsel, may be necessary to increase its authorized but unissued shares to the number of shares sufficient for these purposes. The Warrants, and the Common Shares issuable upon exercise of the Warrants, have been registered under the Securities Act of 1933, as amended.

Article V

Ownership and Transfer of Warrants

5.01. Ownership of Warrants. Warrants issued pursuant to this Agreement shall be treated as owned only by the holder of record as determined by the Warrant Agent.

5.02. Transfer of Warrants. After countersignature by the Warrant Agent in accordance with the provisions of this Agreement, one or more Warrants may be surrendered to the Warrant Agent for transfer and, upon their cancellation, the Warrant Agent shall countersign and deliver in exchange one or more new Warrants, as requested by the holder of the canceled Warrant or Warrants, for purchase of the same aggregate number of shares as were evidenced by or applicable to the Warrant or Warrants so canceled. The Company shall give notice to the registered holders of the Warrants of any change in the address, or in the designation, of the Warrant Agent.

Article VI

Warrant Agent

6.01. Resignation, Consolidation or Merger of Warrant Agent.

(a) The Warrant Agent, or any successor, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days notice in writing to the Company, except that shorter notice may be given if the Company, in writing, accepts such shorter notice as sufficient. If the office of Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent.

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(b) If the Company fails to make an appointment within sixty (60) days after it has been notified in writing of a resignation or an incapacity by the resigning or incapacitated Warrant Agent or by the holder of a Warrant (who must, with any notice, submit the Warrant for inspection by the Company), then the holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a successor Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by a court, must be a corporation organized, doing business and in good standing under the laws of the United States of America or of any State, authorized under the laws under which it is governed to exercise corporate trust powers, be subject to supervision or examination by federal or state authorities, and have a combined capital and surplus of not less than $5,000,000. The combined capital and surplus of any successor Warrant Agent shall be deemed to be the combined capital and surplus set forth in the most recent report of its condition published prior to its appointment, provided that these reports are published at least annually pursuant to law or to the requirements of a federal or state supervision or examining authority.

(c) After appointment, any successor Warrant Agent shall be vested with all the authorities, powers, rights, immunities, duties and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent under this Agreement without any further act or deed. However, if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the Company’s expense, an instrument transferring to a successor Warrant Agent all the authority, powers, rights, immunities, duties and obligations of a Warrant Agent hereunder. Not later than the effective date of any appointment the Company shall give notice of the appointment to the predecessor Warrant Agent to each transfer agent for its Common Shares and to the registered holders of the Warrants. Failure to give notice, or any defect in a notice, shall not affect the validity of the appointment of a successor Warrant Agent.

(d) Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent is a party shall be the successor Warrant Agent under this Agreement without any further act.

6.02. Fees and Expenses of Warrant Agent. The Company shall (a) pay the Warrant Agent reasonable remuneration for its services as Warrant Agent hereunder and reimburse the Warrant Agent upon demand for all expenditures that it may reasonably incur in the execution of its duties hereunder, for example and not by way of limitation, including the cost of legal counsel utilized by Warrant Agent pursuant to Section 6.03(a) hereof; and (b) perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all further and other acts, instruments and assurances that reasonably may be required by the Warrant Agent to carry out or perform this Agreement.

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6.03. Additional Provisions.

(a) The Warrant Agent may consult with legal counsel (who may be legal counsel for the Company) and the opinion of legal counsel shall be full and complete authorization and protection to the Warrant Agent with respect to any action taken or omitted by it in good faith and in accordance with the opinion.

(b) Whenever in the performance of its duties under this Agreement the Warrant Agent deems it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, the fact or matter (unless other evidence with respect thereto is specifically prescribed in this Agreement) may be deemed to be conclusively proved and established by a statement signed by the President or a Vice President or the Treasurer or an Assistant Treasurer or the Controller or the Secretary of the Company and delivered to the Warrant Agent. However, in its discretion, the Warrant Agent may in lieu of a signed statement accept other evidence of a fact or matter or may require further or additional evidence that to it may seem reasonable.

(i) The Company shall indemnify and hold harmless the Warrant Agent and its employees from and against any loss, damage, liability or claim suffered, incurred by, or asserted against it or them, including expenses of legal counsel, arising out of, in connection with or based upon any act or omission by it or them relating in any way to this Agreement or its services hereunder, so long as the Warrant Agent and its employees have acted in good faith and without negligence.

(ii) The Warrant Agent shall indemnify and hold harmless the Company from and against any loss, damage, liability or claim suffered, incurred by, or asserted against the Company, including expenses of legal counsel, arising out of, in connection with or based upon any act or omission by the Warrant Agent relating in any way to this Agreement or its services hereunder, so long as the Warrant Agent has acted in bad faith and/or with negligence.

(c) The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recital contained in this Agreement or in the Warrants (except its countersignature of the Warrants) or be required to verify the statements or recitals, and all of these statements and recitals are and shall be deemed to have been made only by the Company.

(d) The Warrant Agent shall not be responsible for (i) the validity of this Agreement, (ii) the execution and delivery of this Agreement or the validity and execution of any Warrants (except its countersignature or execution of the Warrants), (iii) any breach by the Company of any covenant or condition contained herein or in any Warrant, (iv) the making of any adjustment required by Article III of this Agreement or (v) the manner, method or amount of any adjustment or the ascertaining of the existence of facts that would require any adjustment. The Warrant Agent also, by any act under or pursuant hereto, shall not be deemed to make any representation or warranty as to the authorization or reservation of any Common Shares to be issued pursuant hereto, as to any Warrant or as to whether, when issued, Common Shares shall be duly and validly issued, fully paid and nonassessable.

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6.04. Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform this Agreement upon the terms and conditions set forth herein. Among other things, the Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all moneys received by it for the purchase of Common Shares through the exercise of Warrants.

Article VII

Other Matters

7.01. Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in connection with the issuance or delivery of Common Shares upon the exercise of Warrants, but the Company shall not be required to pay any transfer taxes or income taxes in connection with the Warrants or shares.

7.02. Modification of Agreement. Without the consent or concurrence of the holders of the Warrants, the Warrant Agent may by supplemental agreement or otherwise concur with the Company in making any changes or corrections in this Agreement that it is advised by counsel (who may be counsel for the Company) are required to cure any ambiguity or to correct any defective or inconsistent provision or clerical omission or mistake or manifest error contained herein.

7.03. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

7.04. Notices and Demands to Company and Warrant Agent. Any notice or demand authorized by this Agreement to be given or made by the Company, the Warrant Agent or by the holder of any Warrant shall be sufficiently given or made if sent by certified or registered mail, postage prepaid, addressed (until another address is filed in writing), as follows:

To the Company:	Gold Ribbon Bio Energy Holdings Inc.
	101 E. Industrial Drive
	Sedgwick, Kansas 67135
	Attn: Timothy R. Schwab
To the Warrant Agent:	Registrar and Transfer Company
	10 Commerce Drive
	Cranford, New Jersey 07016-3572
	Attn: Account Executive

7.05. Applicable Law. The validity, interpretation and performance of this Agreement and of the Warrants shall be governed by the laws of the State of New Jersey.

7.06. Persons Having Rights Under This Agreement. Nothing expressed in this Agreement and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties to this Agreement and the holders of the Warrants any right, remedy or claim under or by reason of this Agreement or of

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any covenant, conditions, stipulation, promise or agreement contained herein, and all covenants, conditions, stipulations, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their respective successors and assigns and of the holders of the Warrants.

7.07. Examination of Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent for inspection by the holder of any Warrant. The Warrant Agent may require the holder seeking inspection to submit the Warrant for inspection by it.

7.08. Effect of Headings. The article and section headings in this Agreement are for convenience only and are not part of this Agreement and shall not affect the interpretation hereof.

WITNESS the signatures of the parties to this Agreement as of the day first above written.

Gold Ribbon Bio Energy Holdings Inc.

By:

Title:

Registrar and Transfer Company

By:

Title:

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EX-5

Exhibit 5

Stoll Keenon Ogden PLLC

2000 PNC Plaza

500 W. Jefferson Street

Louisville, Kentucky

______________________, 2008

Gold Ribbon Bio Energy Holdings Inc.

101 E. Industrial Drive

Sedgwick, Kansas 67135

RE: Registration Statement on Form S-1

Dear Members of the Board of Directors:

This letter is in response to your request for our opinion in connection with the Registration Statement on Form S-1 under the Securities Act of 1933, as amended, of Gold Ribbon Bio Energy Holdings Inc. (the “Corporation”) covering an aggregate of 16,332,960 Common Shares, $0.01 par value (the “Shares”), and 3,986,000 Common Stock Purchase Warrants (the “Warrants”). We have examined the following documents of the Corporation:

1. Certificate of Incorporation of the Corporation filed with the Delaware Secretary of State on August 29, 2007;

2. Bylaws of the Corporation;

3. Common Stock Purchase Warrant Agreement between the Corporation and Registrar and Transfer Company;

4. Resolutions of the Corporation reflecting various actions by the board of directors and shareholders thereof; and

5. Such other documents, papers, statutes and authorities as we deem necessary to form the basis of the opinion hereinafter expressed.

We have assumed the genuineness of the signatures on all documents renewed and the authenticity of such documents and that the documents submitted to us as copies conform to the originals. We have relied on certificates of public officials and upon certificates of the officers and directors of the Corporation as to factual matters.

We are of the opinion that the Warrants are legal and binding obligations of the Corporation under Delaware law. We are also of the opinion that the Warrants are duly authorized and, upon the effectiveness of the Registration Statement, the Warrants will be legally and validly issued and fully paid and non-assessable.

We are of the opinion that the Shares are duly authorized and, upon the effectiveness of the Registration Statement, and with respect to the Shares to be issued upon the exercise of the Warrants upon the valid exercise of the Warrants, the Shares will be legally and validly issued and fully paid and non-assessable.

Gold Ribbon Bio Energy Holdings Inc.

________________________, 2008

Page 2

We expressly consent to the reference to us in the section of the Registration Statement entitled “Legal Matters” and to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement.

Sincerely,

Stoll Keenon Ogden PLLC

EX-10.(I)

Exhibit 10(i)

OPTION TO PURCHASE AGREEMENT

THIS OPTION TO PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of 3 29, 2007 (the “Effective Date”), by and between the Arvilla Mae Wiggers Trust, the Orville E. Wiggers Trust, the Herby Wenger Family Living Trust dated February 27, 1991, and the Velma I. Wenger Revocable Trust dated November 16, 1999, with their address c/o Warren Wiggers at 109 Meadow Lane, Hesston, Kansas 67062 (collectively, the “Optionor”), and U.S. Bio Energy, Inc., a Kansas corporation, with its address at 101 E. Industrial Drive, Sedgwick, Kansas 67135 (the “Optionee”).

WITNESSETH:

WHEREAS, the Optionor is the owner of certain real property comprised of approximately 60 acres and located on North Emma Creek Road in Hesston, Harvey County, Kansas, as more particularly described on Exhibit ‘A’ attached hereto, and all buildings and improvements, if any, thereon and all appurtenances thereto and rights associated therewith (such real estate, together with the buildings, improvements, rights and appurtenances, collectively is referred to as the “Real Property”); and

WHEREAS, the Optionor desires to grant to Optionee, and Optionee desires to obtain from Optionor, an exclusive option to purchase the Real Property for the period commencing on the Effective Date, and extending for a period of eighteen (18) months thereafter;

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Optionor and Optionee hereby agree as follows:

1. Grant of Option

Optionor, in consideration of the payment of a nonrefundable $1,000.00 fee by Optionee on the Effective Date hereof (the “Initial Deposit”), agrees to sell and convey the Real Property to Optionee, or its successors and assigns, upon the notice as provided in Section 3 herein (the “Option”), at any time after the Effective Date and continuing for a period of eighteen (18) months thereafter, through and including 9/29, 2008 (the “Option Period”). This Option shall be exclusive to the Optionee during the Option Period. If Optionee does not exercise the Option during the first six (6) months of the Option Period, Optionee shall be required to pay, within ten (10) days after the end of the sixth month of the Option Period, an additional nonrefundable deposit fee in the amount of $5,000.00 (the “Additional Deposit”). If Optionee thereafter does not exercise the Option during the seventh through the twelfth months of the Option Period, Optionee shall be required to pay, within ten (10) days after the end of the twelfth month of the Option Period, a second additional nonrefundable deposit fee in the amount of $10,000.00 (the “Second Additional Deposit”). The Deposit, Additional Deposit and Second Additional Deposit shall be collectively referred to herein as the “Deposit”. Each Deposit shall be

paid to Regier Title, Inc. (the “Escrow Agent”), for the benefit of Optionor. Upon receipt of any Deposit, Escrow Agent shall invest such Deposit in an institution insured by the Federal Deposit Insurance Corporation. All interest earned on the Deposit shall be deemed a part of the Deposit, and shall be disbursed or credited in the same manner as the Deposit pursuant to the terms, covenants and conditions of this Agreement.

2. Purchase Price

If Optionee elects to exercise its Option to purchase the Real Property, the purchase price shall be $6,000.00 per acre (the “Purchase Price”), payable in readily available funds at Closing (as such term is defined below). The Deposit paid pursuant to Section 1 herein plus any interest shall be credited against the Purchase Price at Closing.

3. Notice of Exercise of Option

If the Optionee elects to exercise the Option to purchase the Real Property in accordance with the terms hereof, notice of such election shall be given by Optionee to Optionor by either hand delivery, registered or certified mail, return receipt requested, or via overnight courier, to Optionor c/o Warren Wiggers, with his address at 109 Meadow Lane, Hesston, Kansas 67062, prior to the expiration of the Option Period.

4. Inspections

A. Physical Inspections. Beginning on the Effective Date and continuing through the end of the Option Period, Optionee and its contractors, employees, agents and assigns, shall have the right and permission to enter upon the Real Property at any time from time to time (so long as 24 hours advance notice has been given to Optionor) for the purpose of inspecting the Real Property and, testing, making surveys, conducting surface or sub-surface soil and geotechnical tests, conducting topography tests, engineering tests, environmental tests and any other tests at the Real Property as Optionee may deem necessary in its sole discretion (the “Inspections”), and all at Optionee’s expense. Optionee shall indemnify and hold Optionor harmless from and against all claims, demands, suits, assertions, causes of action and expenses, including, without limitation, attorney’s fees, arising out of, as the result of or in connection with the Inspections by Optionee, and the agents and representatives of Optionee at the Real Property. In the event that the rights granted under this Section result in any crop damage or other damage to the Real Property, Optionee shall reimburse Optionor for such damages within a reasonable period of time after the amount of the same is determined.

B. Deed Restrictions/Zoning. Beginning on the Effective Date and continuing through the end of the Option Period, Optionee shall have the right to verify, to its own satisfaction, that there exist no easements, deed restrictions, subdivision restrictions or regulations of any lawful governmental authority having jurisdiction over the Real Property, including, without limitation, regulations issued by the local zoning board, which will adversely affect or impair the use of the Real Property for Optionee’s intended use, and, furthermore, that the Real Property is properly zoned or can be zoned for Optionee’s intended use. Optionee shall further be entitled to seek a change in zoning for the Real Property if necessary for Optionee’s intended use of the Real Property, and Optionor agrees to cooperate with Optionee in such zoning change process.

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C. Title. Beginning on the Effective Date and continuing through the end of the Option Period, Optionee shall have the right to obtain a title insurance commitment from a national title insurance company setting forth the commitment of such title insurance company to issue an owner’s and/or mortgagee title insurance policy on the standard American Land Title Association (“ALTA”) form for an amount not less than the Purchase Price and subject to no liens, encumbrances and other title exceptions or defects, except easements of record and all restrictions as to use and applicable regulations imposed by the Planning and Zoning Commission, and expressly insuring against the claims of any persons in possession of all or any part of the Real Property

D. Survey. Beginning on the Effective Date and continuing through the end of the Option Period, Optionee shall, at Optionee’s expense, have the right to obtain an accurate ALTA survey of the Real Property satisfactory to Optionee prepared by a registered land surveyor licensed by the State of Kansas (i) showing the boundaries of the Real Property and the locations of all easements, rights-of-way, curb cuts, structures and other improvements, encroachments, overlaps, bodies of water, officially designated flood hazard areas, nearest public street or highway, public utilities, and building set-back lines on, under or affecting the Real Property, if any, (ii) showing the adjoining property owners, (iii) staking the corners of the Real Property with permanent iron stakes, (iv) containing a complete legal description of the Real Property, (v) certifying the exact acreage and the exact square footage of the Real Property, exclusive of any portion used or dedicated for public rights-of-way, which shall be used to determine the Purchase Price, and (vi) stating whether all or any part of the Real Property lies within a flood hazard area (the “Survey”). In all other respects, the Survey shall meet the requirements of any governmental agency having jurisdiction over the Real Property and any requirements of the title insurance company of Optionee and Optionee’s lender necessary to comply with any and all applicable regulations.

5. Closing; Conveyance

A. Closing. If Optionee exercises the Option, the closing on the purchase of the Real Property by Optionee from Optionor shall occur within sixty (60) days from the date of the exercise of the Option by the Optionee (the “Closing”), at a time and place that is mutually agreed upon by Optionor and Optionee.

B. General Warranty Deed. Upon the exercise of the Option, the Optionor shall execute, acknowledge, and deliver to Optionee, at Closing, a good and sufficient general warranty deed conveying fee simple title to the Real Property and all improvements thereon, free and clear of all liens, encumbrances, and other defects in title. If a defect in the title to the Real Property is identified by Optionee pursuant to Section 4(C) and Optionor agrees to cure said defect(s), all costs and expenses of curing such defects in the title shall be borne by the Optionor, and any such costs and expenses, together with all moneys required for the satisfaction of delinquent taxes, liens, or encumbrances, may be subtracted from the Purchase Price and applied directly to the curing of such defects, if any, and to the satisfaction and release of such taxes, liens, and encumbrances. In the event Optionor refuses to cure any title deficiencies

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identified pursuant to Section 4(C), but Optionee nonetheless proceeds to close the transaction, all costs and expenses of curing such defects in the title shall be borne by the Optionee excepting that the cost of curing delinquent taxes, liens and encumbrances shall remain Optionor’s responsibility. Optionee acknowledges that a pipeline currently exists on and across the Real Property and that the presence of said pipeline is an acceptable exception to the status of the title to the Real Property.

C. Real Property Taxes. All real property ad valorem taxes and assessments against the Real Property for the then current tax year shall be prorated between Optionor and Optionee as of the date of Closing; such taxes shall be estimated in accordance with the taxes assessed against the Real Property for the tax year prior to the year in which the Closing occurs.

In compliance with Kansas law, Optionor hereby discloses to Optionee that to the best of Optionor’s knowledge, the Real Property is not subject to special assessments and is not located in an improvement district.

D. Closing Costs. Optionee shall pay the recording fee for the deed and any documents relating to Optionee’s financing of the Purchase Price, if any. Except as provided otherwise, Optioner and Optionee will share equally in the costs of Closing. All title examination fees and title insurance premiums necessary to provide Optionee with an owner’s policy of title insurance and Optionee’s lender, if applicable, with a loan policy of title insurance shall be paid 50% by Optioner and 50% by Optionee, except Optionee shall pay the costs of all endorsements requested by Optionee or its lender. Optionor and Optionee shall each be responsible for the payment of their own attorneys’ fees and expenses. If upon the Closing of the purchase of the Real Property, any crops on the Real Property are damaged such that the proceeds from the harvest of such crops cannot be paid to Optionor, Optionee shall be required to reimburse Optionor for such crop damage at the fair market value of such crops so damaged as of the Closing Date.

E. Affidavit of Title. Optionor shall deliver to Optionee at Closing an affidavit of title sufficient to allow the title insurance company of Optionee and Optionee’s lender, if applicable, to insure against any and all standard exceptions, including mechanics’ liens and materialmen’s liens, and rights of all parties, other than Optionor and Optionee, to possession of all or any part of the Real Property and addressing such other items as the title insurance company shall reasonably request.

F. Non-Foreign Status Certification. Optionee shall deliver to Optionor a non-foreign status certification as required by Section 1445 of the Internal Revenue Code of 1986, as amended.

G. Possession. Possession of the Real Property shall be delivered to Optionee at Closing.

6. Risk of Loss

All risk of loss with respect to the Real Property shall remain with Optionor until the Closing and delivery of the deed to Optionee.

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7. Restriction on Sale/Recordability

Optionor agrees not to sell or offer for sale, transfer, convey, lease, assign, gift or otherwise dispose of the Real Property or any interest therein during the Option Period except that Optionor may elect to transfer the Real Property to an entity or to individuals who will comply with, and be bound by, this Agreement and who shall have an identity of ownership with Optionor; Optionor and Optionee further agree that a Memorandum of this Agreement in substantially the form on Exhibit ‘B’ attached hereto shall be recorded in the Office of the Register of Deeds of Harvey County, Kansas. Should this Option be released at any time due to non-exercise or default on the part of Optionee, Optionee shall have the obligation to release its Option claim of record with the Register of Deeds of Harvey County, Kansas, at Optionee’s sole cost and expense.

8. Default

If either party defaults in the performance of its duties or obligations under this Agreement, then:

A. if Optionee is in default, then Optionor may: (i) terminate this Agreement and receive the Deposit as liquidated damages, thereby releasing the parties from this Agreement or (ii) pursue any other remedy available at law, in equity or by statute; and

B. if Optionor is the party in default, then Optionee may (i) terminate this Agreement and receive a refund of the Deposit, thereby releasing the parties from this Agreement or (ii) pursue a legal action only for specific performance.

9. Miscellaneous

A. Benefit and Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto, their respective heirs, legal representatives, successors and assigns.

B. Time of the Essence. Time is of the essence for this Agreement.

C. Assignment. Optionee may assign this Agreement prior to Closing to either an existing or to-be-formed legal entity for the purpose of acquiring title to the subject Real Property.

D. Entire Agreement. This Agreement contains the entire agreement between the parties hereto and no modification or amendment shall be binding upon any party unless made in writing and signed by each of the parties hereto.

E. Governing Law. This Agreement and the rights and obligations of the parties hereto shall be construed in accordance with the laws of the State of Kansas.

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F. Counterparts. This Agreement may be executed in one or more counterparts each of which shall constitute an original and all of which together shall constitute but one and the same instrument binding on all the parties.

G. Broker Commissions. Optionor and Optionee warrant to each other that no broker has been engaged in regard to the sale of the Real Property and that no commissions will be owing to anyone in regard to this Agreement or the closing of the purchase of the Real Property. In the event of a breach of the foregoing warranty, the breaching party agrees to save, defend, indemnify and hold harmless the other party from and against any claims, losses, damages, liabilities and expenses, including but not limited to, attorneys’ fees.

H. Section 1031 Exchange. Optionee agrees, at no cost, expense, liability or obligation to Optionee, to cooperate with Optionor to complete a tax-free exchange under Section 1031 of the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder, as amended, upon any sale of the Real Property by Optionor to Optionee.

IN TESTIMONY WHEREOF, witness the signatures of Optionor and Optionee as of the date first above written.

OPTIONOR:		OPTIONEE:
ARVILLA MAE WIGGERS TRUST		U.S. BIO ENERGY, INC.
By:	/s/ Warren K. Wiggers	By:	/s/ Richard L. Hageman
	Warren K. Wiggers, Trustee
		Its:	Treasurer
ORVILLE E. WIGGERS TRUST
By:	/s/ Warren K. Wiggers
	Warren K. Wiggers, Trustee
HERBY WENGER FAMILY LIVING TRUST dated February 27, 1991
By:	/s/ Herby Wenger
	Herby Wenger, Trustee
VELMA I. WENGER REVOCABLE TRUST dated November 16, 1999
By:	/s/ Lois Boeckner
	Lois Boeckner, Trustee

6

THIS INSTRUMENT PREPARED BY:

Anthony L. Schnell, Esq

STOLL KEENON OGDEN PLLC

2000 PNC Plaza

500 West Jefferson Street

Louisville, Kentucky 40202

(502) 333-6000

7

EXHIBIT A

LEGAL DESCRIPTION

A portion of the Northeast Quarter (NE/4) and also a portion of the Northwest Quarter (NW/4) of Section Eight (8), Township Twenty-two (22) South, Range One (1) West of the 6th P.M., Harvey County, Kansas described as follows:

Commencing at the Southeast corner of said Northeast Quarter (NE/4); thence North along the East line of said Northeast Quarter 615.60 feet for the point of beginning; thence West 629.79 feet; thence North parallel with the East line of said Northeast Quarter (NE/4) 457.30 feet; thence West 1103.29 feet to the Northeasterly right-of-way line of the Missouri-Pacific Railroad; thence Northwesterly along said railroad right-of-way line 1176.3 feet to the West line of said Northeast Quarter; thence continuing Northwesterly along said railroad right-of-way line 394.6 feet to a point 566.2 feet South of the North line of said Northwest Quarter; thence East parallel with the North line of said Section Eight (8) a distance of 301.7 feet to the East line of said Northwest Quarter; thence continuing East, along a line that is 566.2 feet South of and parallel with the North line of said Section Eight (8), a distance of 2583.4 feet to the East line of said Northeast Quarter; thence South along the East line of said Northeast Quarter to the point of beginning.

8

EXHIBIT B

MEMORANDUM OF REAL ESTATE OPTION TO PURCHASE AGREEMENT

TAKE NOTICE THAT:

On                     , 2007, the Arvilla Mae Wiggers Trust, the Orville E. Wiggers Trust, the Herby Wenger Family Living Trust dated February 27, 1991, and the Velma I. Wenger Revocable Trust dated November 16, 1999, with their address c/o Warren Wiggers at 109 Meadow Lane, Hesston, Kansas 67062 (collectively, the “Optionor”), and U.S. Bio Energy, Inc., a Kansas corporation, with its address at 101 E. Industrial Drive, Sedgwick, Kansas 67135 (the “Optionee”), entered into an Option to Purchase Agreement (the “Agreement”) regarding the property (“Property”) in Harvey County, Kansas more particularly described on Exhibit ‘A’ attached hereto.

The Agreement gives Optionee an exclusive option to purchase the Property as more fully set forth in the Agreement.

The Agreement also contains other provisions affecting the Property which are more fully set forth in the Agreement.

OPTIONOR:		OPTIONEE:
ARVILLA MAE WIGGERS TRUST		U.S. BIO ENERGY, INC.
By:		By:
	, Trustee
		Its:
ORVILLE E. WIGGERS TRUST
By:
	, Trustee
HERBY WENGER FAMILY LIVING TRUST dated February 27, 1991
By:
	, Trustee

9

VELMA I. WENGER REVOCABLE TRUST dated November 16, 1999
By:
	, Trustee

ACKNOWLEDGMENTS

STATE OF ___________	)
	)	ss:
COUNTY	)

This Memorandum of Real Estate Option to Purchase Agreement was acknowledged before me this             , 2007 by                         as Trustee of the Arvilla Mae Wiggers Trust.

My appointment expires:
	Notary Public

STATE OF ___________	)
	)	ss:
COUNTY	)

This Memorandum of Real Estate Option to Purchase Agreement was acknowledged before me this             , 2007 by                          as Trustee of the Herby Wenger Family Living Trust dated February 27, 1991.

My appointment expires:
	Notary Public

STATE OF ___________	)
	)	ss:
COUNTY	)

This Memorandum of Real Estate Option to Purchase Agreement was acknowledged before me this             , 2007 by                          as Trustee of the Velma I. Wenger Revocable Trust dated November 16, 1999.

My appointment expires:
	Notary Public

10

STATE OF ___________	)
	)	ss:
COUNTY	)

This Memorandum of Real Estate Option to Purchase Agreement was acknowledged before me this             , 2007 by                          as Trustee of the Orville E. Wiggers Trust.

My appointment expires:
	Notary Public

STATE OF ___________	)
	)	ss:
COUNTY	)

This Memorandum of Real Estate Option to Purchase Agreement was acknowledged before me this             , 2007 by                          as                          of U.S. Bio Energy, Inc.

My appointment expires:
	Notary Public

THIS INSTRUMENT PREPARED BY:

Anthony L. Schnell, Esq

STOLL KEENON OGDEN PLLC

2000 PNC Plaza

500 West Jefferson Street

Louisville, Kentucky 40202

(502) 333-6000

11

EXHIBIT A TO MEMORANDUM OF REAL ESTATE

OPTION TO PURCHASE AGREEMENT

LEGAL DESCRIPTION

A portion of the Northeast Quarter (NE/4) and also a portion of the Northwest Quarter (NW/4) of Section Eight (8), Township Twenty-two (22) South, Range One (1) West of the 6th P.M., Harvey County, Kansas described as follows:

Commencing at the Southeast corner of said Northeast Quarter (NE/4); thence North along the East line of said Northeast Quarter 615.60 feet for the point of beginning; thence West 629.79 feet; thence North parallel with the East line of said Northeast Quarter (NE/4) 457.30 feet; thence West 1103.29 feet to the Northeasterly right-of-way line of the Missouri-Pacific Railroad; thence Northwesterly along said railroad right-of-way line 1176.3 feet to the West line of said Northeast Quarter; thence continuing Northwesterly along said railroad right-of-way line 394.6 feet to a point 566.2 feet South of the North line of said Northwest Quarter; thence East parallel with the North line of said Section Eight (8) a distance of 301.7 feet to the East line of said Northwest Quarter; thence continuing East, along a line that is 566.2 feet South of and parallel with the North line of said Section Eight (8), a distance of 2583.4 feet to the East line of said Northeast Quarter; thence South along the East line of said Northeast Quarter to the point of beginning.

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EX-21

Exhibit 21

Gold Ribbon Bio Energy Holdings Inc.

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21 to Form S-1

Gold Ribbon Bio Energy Co.

(formerly U.S. Bio Energy, Inc.)

Kansas corporation

EX-23.(I)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion of our report dated February 11, 2008 on the financial statements of Gold Ribbon Bio Energy Co. (formerly US Bio Energy, Inc.) (a development stage company) as of December 31, 2006 and 2005, and the related statements of operations, changes in stockholders’ equity, and cash flows for the years ended December 31, 2006, for the period from inception (September 12, 2005) to December 31, 2005, and for the period from inception (September 12, 2005) to December 31, 2006 in the Form S-1 to the Registration Statement of Gold Ribbon Bio Energy Holdings, Inc. dated on or about February 11, 2008 and to the reference to our Firm under the caption “Experts” in the Prospectus included therein.

Certified Public Accountants

/s/ Boulay, Heutmaker, Zibell & Co. P.L.L.P.

Minneapolis, Minnesota

February 11, 2008