1312069--2/16/2010--FOUR_RIVERS_BIOENERGY

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Risks Related to the Bio-Fuels Industry The abundant competition and rapidly changing technology in the bio-fuels industry may impair our success. Changes to the currently favorable regulations and legislation within the bio-fuels industry may adversely impact our future revenues. The pricing of renewable energy may fluctuate significantly due to the price of oil and gas. The pricing of renewable energy may fluctuate due to the level of production of renewable energy. 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 Company has a working capital deficit and has short term requirements to raise new capital, furthermore the ongoing 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. Risks Related to the Biodiesel Industry The biodiesel industry is highly dependent on a mix of legislation and regulation (including tax incentives) and any changes in legislation or regulation could harm our business, results of operations and financial condition. Our operations are subject to various regulatory schemes, including environmental regulations, and failure to comply with such regulations could harm our business, results of operations and financial condition. Our results of operations, financial condition and business outlook are highly dependent on commodity prices, which are subject to significant volatility and uncertainty, and the availability of supplies. We depend on third parties for all of our feedstock supply. Biodiesel is marketed both as a pure and blended substitute for diesel, and as a result, a decrease in petroleum diesel prices may reduce the price at which we can sell our biodiesel and materially and adversely affect our business, financial condition and results of operations. Cold weather can cause biodiesel, particularly biodiesel produced from animal fats, oils and greases, to gel sooner than petroleum-based diesel, which has resulted in price discounts for biodiesel produced from animal fats, oils and greases. Competition due to advances in alternative fuels may lessen the demand for biodiesel and negatively impact our profitability. Adverse public opinions concerning the biodiesel industry in general could harm our business. Risks Relating to the Company 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. We have a limited operating history, and our business may not be as successful as we envision. We have yet to attain profitable operations and because we will need additional financing to fund our activities, there is substantial doubt about our ability to continue as a going concern. Our lack of diversification beyond the renewable bio-energy industry may increase our risk. Management has oil, gas and bio-energy related business experience, and limited direct experience in the construction and operation of a Bio-ethanol and Bio-diesel production facility 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 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. We would be liable for violations of environmental laws related to our ownership or operation of our facilities. Once operations are commenced, the Company may engage in hedging transactions which involve risks that can harm its business 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. We have not currently identified specific future investments or acquisitions within the renewable energy industry and thus cannot evaluate their associated merits or risks. 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 capital needs that could dilute the ownership interest of investors. If we fail to remain current in our SEC reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our 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--2/16/2010--FOUR_RIVERS_BIOENERGY_INC.