1312069--2/13/2009--FOUR_RIVERS_BIOENERGY

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{stock, price, share}

{gas, price, oil}

{cost, contract, operation}

{acquisition, growth, future}

{interest, director, officer}

{regulation, change, law}

{competitive, industry, competition}

{cost, operation, labor}

{debt, indebtedness, cash}

{cost, regulation, environmental}

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Risks Relating to the BioEnergy Business The Company is a start-up business, at the stage of initial planning and financing for the implementation of its business plan Management has oil, gas and BioEnergy related business experience, and limited direct experience in the construction and operation of a Bio-ethanol and Bio-diesel production facility The Company must construct its intended BioEnergy production facilities, which if not achieved within budget and on time may reduce the value of an investment in the Company. The Company plans on pursuing as part of its business plan, strategic acquisitions, which will present the risks typically associated with asset purchases, and which may not be adequately integrated into the business with a consequent loss to investors of the capital used and the opportunities lost. The Company will operate in a competitive industry, which competition may limit its ability to be profitable in the future. The business of the Company will be sensitive to corn prices and other Bio-oils, and increases in the prices of these products may not be able to be passed on to its customers. If the expected continued increase in Bio-ethanol demand does not occur, or if the demand for Bio-ethanol otherwise decreases, there may be excess capacity in the industry. The cost of energy will be another significant component of the business cost structure, which may impact margins and reduce earnings if significantly increased. Fluctuations in the selling price and production cost of gasoline may reduce the prospects of the business plan and its future profit margins. If the Company sells its products under fixed price contracts, which is its current intention, the pricing may be at a price level lower than the prevailing price over the term of the contract. The elimination or significant reduction in the federal Bio-ethanol tax incentive could have a material adverse effect on the implementation of the business plan and future results of operations. Changes in other regulatory regimes may have an adverse affect on the efficacy of the Company s business plan and future results of its operations. Once operations are commenced, the Company may engage in hedging transactions which involve risks that can harm its business Alternative energies are becoming increasingly important in the United States and world economy, causing increasing investment devoted to improvements and development of new alternatives and technologies. The capital needs of the Company will be significant, which will require the Company to issue additional securities including debt and equity securities or a combination thereof or to enter into various loan arrangements. The overall macro economic climate of the capital markets will continue to have an adverse impact on the business plan of the Company, which will limit the availability of capital and the development plans, which may limit the opportunity of investors in the Company to realize on their investment. Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern. Risks Relating to our Common Stock There has not been an active trading market for our common stock. Failure to develop and/or maintain a trading market could negatively affect the value of our shares and make it difficult or impossible for shareholders to sell their shares. The market price of our common stock may be adversely affected by several factors. The availability of a large number of authorized but unissued shares of common stock may, upon their issuance, lead to dilution of interests of existing stockholders. A sale of a substantial number of shares of our common stock may cause the price of our common stock to decline. We may sell additional shares or securities convertible into shares for required construction and operating capital that could dilute the ownership interest of investors. If we fail to remain current in our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell out securities and the ability of stockholders to sell their securities in the secondary market. Our common stock is subject to the penny stock rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

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1312069--2/13/2009--FOUR_RIVERS_BIOENERGY_INC.