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. þ

     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. o

     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. o

     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. o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

     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.

     The information in this prospectus is not complete and may be changed. The securities offered by this prospectus may not be sold until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is neither an offer to sell these securities nor a solicitation of an offer to buy these securities in any state where an offer or sale is not permitted.

[Effective Date]

The Securities being offered by One Earth Energy, LLC are class B Limited Liability Company Membership Units

     Minimum Offering Amount           $30,100,000           Minimum Number of Class B Units              6,020

     This is the initial public offering of class B limited liability company membership units in One Earth Energy, LLC, a development-stage Illinois limited liability company. We intend to use the offering proceeds to pay for a portion of the construction and start-up operating costs of a 100-million gallon per year dry mill corn-processing ethanol plant to be located in Ford County, Illinois near Gibson City. We estimate the total project, including operating capital, will cost approximately $155,500,000. We expect to use debt financing plus any grants, bond financing and/or other incentives we may be awarded to complete project capitalization. We are exploring opportunities to develop one or more additional plants. In the event that we raise equity in excess of that needed to fund the construction of the plant located near Gibson City, Illinois, we may invest in the construction of additional plants in other locations. The determination of whether to invest in other ethanol plants will be determined by our board in its sole discretion. In no event will we raise equity exceeding the maximum offering amount. If our board of directors chooses not to invest excess funds in additional plants, we intend to retain the funds for general corporate uses, including but not limited to upgrading plant technology and exploring the use of alternative fuel sources.

     A unit represents a pro rata ownership interest in our capital, profits, losses, and distributions. No public market exists for our units and none is expected to develop. Our units will not be listed on a national exchange. The units are subject to a number of transfer restrictions imposed by our amended and restated operating agreement, as well as applicable tax and securities laws. We are selling the units directly to investors on a best efforts basis, without using an underwriter.

     The offering will end no later than [one year from the effective date of this registration statement]. If we sell the maximum number of units prior to [one year date], the offering will end on the date that the maximum number of units have been sold. We may also decide to end the offering any time after we have sold the minimum number of units and prior to [one year date]. If we decide to abandon the project for any reason, we will terminate the offering and return your investment with nominal interest.

     Investments will be held in escrow until the earliest of: (1) our receipt of $30,100,000 or more in offering cash proceeds and a written debt financing commitment for an amount ranging from $68,955,000 to $98,955,000, depending on the equity raised and any grants, bond financing and/or other incentives we may be awarded, including the $1,425,000 we raised in previous private placement offerings and $120,000 of anticipated grant proceeds; (2) [one year date]; or (3) termination of the offering.

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

     These securities are speculative securities and involve a significant degree of risk. Before investing in our units, purchasers should read this prospectus and consider each of the factors under “RISK FACTORS” beginning on page 8. You should consider these risks before investing in us:

     This summary only highlights selected information from this prospectus and may not contain all of the information that is important to you. You should carefully read the entire prospectus, the financial statements, and the attached exhibits before you decide whether to invest.

     We are an Illinois limited liability company organized on November 28, 2005. We are a development-stage company with no prior operating history. We do not expect to generate any revenue until we begin operating the proposed ethanol plant. Our ownership interests are represented by membership interests, which are designated as units. We have two classes of units; class A and class B. The securities being offered by One Earth Energy in this initial public offering are class B units. Our principal address and location is 1306 West 8^th Street, Gibson City, Illinois 60936. Our telephone number is (217) 784-4284.

     The following is a brief summary of this offering:

     We currently plan to register the offering only with the Illinois, Indiana, Iowa, Missouri, and Wisconsin state securities regulatory bodies. We may also offer or sell our units in other states in reliance on exemptions from the registration requirements of the laws of those other states. However, we may not generally solicit investors in any jurisdictions other than Illinois, Indiana, Iowa, Missouri and Wisconsin unless we decide to register in additional states. This limitation may result in the offering being unsuccessful. The directors and officers identified on page 7 of this prospectus will be offering the securities on our behalf directly to investors without the use of an underwriter. We will not pay commissions to our directors and officers for these sales.

     We are presently, and are likely for some time to continue to be, dependent upon our initial directors. Most of these individuals are experienced in business generally but the majority have very little or no experience in raising capital from the public, organizing and building an ethanol plant, and governing and operating a public company. Many of the directors have no expertise in the ethanol industry.

     If we are able to fully capitalize the project as described in our financing plan below, we expect to use the offering proceeds to build and operate a 100-million gallon per year dry mill corn-processing ethanol plant near Gibson City, Illinois. We expect Fagen, Inc. of Granite Falls, Minnesota to build our plant using technology developed by ICM, Inc. of Colwich, Kansas. We have not begun design or construction of our plant. We have secured three adjacent options for the purchase of approximately 80 acres in Ford County, Illinois near Gibson City to be used as the primary site for the construction of our proposed ethanol plant. We have also secured a fourth option for an alternative site in Champaign County, Illinois. This plan may be changed completely at the discretion of our board of directors.

     We expect the ethanol plant will annually process approximately 36 million bushels of corn into approximately 100-million gallons of fuel-grade ethanol, 321,000 tons of distillers grains for animal feed and 220,500 tons of carbon dioxide per year. Distillers grains and carbon dioxide are the principal by-products of the ethanol manufacturing process. These production estimates are based upon engineering specifications from our anticipated design-builder, Fagen, Inc. While we believe our production estimates are reasonable, actual production results could vary.

     We have entered into a non-binding letter of intent with Fagen, Inc. for the design and construction of our proposed ethanol plant for a price of $105,997,000, subject to construction cost index increases, which we have estimated in the amount of $7,949,775. In addition, our letter of intent with Fagen, Inc. provides for an adjustment to the construction price in certain circumstances. See “DESCRIPTION OF BUSINESS – Design-Build Team” for detailed information about our non-binding letter of intent with Fagen, Inc. We anticipate entering into a definitive agreement with Fagen, Inc. for design and construction services in exchange for a lump sum price equal to $105,997,000, subject to adjustments related to construction cost index increases. As is the customary practice in transactions with Fagen, Inc., we expect to execute this agreement after we have received the minimum amount of funds necessary to break escrow, $30,100,000, and have received a debt financing commitment sufficient to carry out our business plan.

     We have also entered into a phase I and phase II engineering services agreement with Fagen Engineering, LLC for the performance of certain engineering and design work in exchange for a fixed fee, which will be credited against the total design build costs of our project. Fagen Engineering, LLC performs the engineering services for projects constructed by Fagen, Inc. See “DESCRIPTION OF BUSINESS – Design-Build Team” for detailed information about our phase I and phase II engineering services agreement with Fagen Engineering, LLC.

     Construction of the project is expected to take 14 to 16 months from ground-breaking. Our anticipated completion date is scheduled for summer 2008. We anticipate that one, several or all of our five class A cooperative members may supply part or all of our corn supply necessary to operate the plant; however, we have not yet executed a definitive corn supply agreement with any of our cooperative members. Once the plant is operational, we intend to sell all of the ethanol and distillers grains produced at the facility. We expect to hire or contract with a third party to market and sell our ethanol and distillers grains. There are no current plans to capture and market the

carbon dioxide, however, at some point in the future we may explore selling our raw carbon dioxide to a third party processor. We intend to sell approximately 10% of our distillers grains locally and the remaining 90% regionally or nationally. We expect to be dependent on the ethanol broker and distillers grain broker we engage.

     We are exploring the possibility of developing and building one or more additional ethanol plants in the United States. It is possible that we may take advantage of an opportunity which could result in our using equity raised in this offering for development of other projects, issuing additional equity and incurring additional significant debt obligations. If we decide to build one or more additional plants, we may not be successful. Even if we are successful in building additional plants, the profitability of the operations of those additional plants will affect the value of your investment in this offering. We are in the preliminary stages of considering and identifying these opportunities.

     We estimate the total project will cost approximately $155,500,000. We expect that the design and construction of the plant will cost approximately $105,997,000, subject to adjustments for construction cost index increases, which we have estimated to be $7,949,775, with additional start-up and development costs of $41,553,225. This is a preliminary estimate based primarily upon the experience of our general contractor, Fagen, Inc. with ethanol plants similar to the plant we intend to build and operate and assumes that we are not required to use union labor in the construction of our plant. We expect our cost estimate to change as we continue to develop the project. This change could be significant.

     Although we do not intend to apply for or accept certain grants that would require our use of union labor in constructing our plant, unforeseen circumstances could arise which would make it difficult for Fagen, Inc. to complete the construction of our plant without utilizing union labor. If Fagen is required to use union labor to construct all or a portion of our plant, we would expect our construction costs to increase substantially. If our construction costs rise substantially, it may be necessary for us to sell the maximum number of units provided for in this offering prior to terminating the offering, seek a higher than anticipated amount of debt financing, or a combination of the two. If the cost of using union labor is so significant that we are unable to cover our expenses by selling the maximum number of units and/or obtaining a higher than anticipated amount of debt financing, or if we are unable to obtain additional debt financing beyond the amount we currently anticipate that we will need, we may not be able to finance the construction of our ethanol plant and commencement of its operations. In this event, it may be necessary for us to abandon the project.

     We expect to capitalize our project using a combination of equity and debt to supplement the proceeds from our previous private placement. Through our previous private placement, we raised $1,425,000 of seed capital equity to fund our development, organizational and offering expenses. All of these proceeds are attributable to investments by our promoters as defined by the North American Securities Administrators Association (NASAA). However, the NASAA Statement of Policy Regarding Promoter’s Equity Investment requires that the initial equity investment by promoters of our project equal or exceed a certain percentage of the aggregate public offering price. Our promoters’ investment is less than the required minimum amount pursuant to this policy. Accordingly, a state administrator would have the discretion to disallow our offering. None of the states in which we have registered have restricted our offering because of our noncompliance with this standard.

     We intend to raise a minimum of $30,100,000 and a maximum of $60,100,000 in this offering. In addition, we have executed an agreement with Farmers Energy Incorporated (FEI), a subsidiary of Rex Stores Corporation, whereby FEI has agreed to invest $24,900,000 in One Earth Energy in a separate private placement following the closing of this registered offering, so long as we have raised a minimum of $30,100,000 in this registered offering and satisfy certain other conditions, described below. Depending on the level of equity raised in this offering, the subsequent investment by FEI and the amount of any grants, bond financing and/or other incentives we may be awarded, we will need to obtain debt financing ranging from approximately $68,955,000 to $98,955,000 in order to supplement our seed capital proceeds of $1,425,000 and $120,000 of anticipated grant proceeds to fully capitalize the project. We estimated the range of debt financing we will need by adding FEI’s subsequent investment to the minimum and maximum offering amounts from this registered offering and then subtracting those minimum and maximum amounts of equity, the $1,425,000 we raised as seed capital and the $120,000 of anticipated grant proceeds from the estimated total project cost.

     Our financing plan will require a significant amount of debt. 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, other financing or grants sufficient to capitalize the project. We have started identifying and interviewing potential lenders, however, we have not signed any commitment or contract for debt financing. Completion of the project relies entirely on our ability to attract these loans and close on this offering. The level of debt we require may be reduced by any bond financing, tax increment financing, grants and other incentives awarded to us. Depending on the number of units sold, we may also seek third party credit providers to provide subordinated debt for the construction and initial operating expenses of the project.

     Before we release funds from escrow, we must secure a written debt financing commitment. A commitment for debt financing is not a binding loan agreement and the lender may not be required to provide us the debt financing as set forth in the commitment because a commitment is only an agreement to lend subject to certain

terms and conditions. It is also subject to the negotiation, execution, and delivery of loan and loan-related documentation satisfactory to the lender. Therefore, even if we sell the aggregate minimum number of units prior to [one year date] and receive a debt financing commitment, we may not satisfy the loan commitment conditions before the offering closes, or at all. If this occurs, we have three alternatives:

     We plan to obtain a significant amount of our equity financing from a single institutional investor. On May 26, 2006, we entered into an agreement and a guaranty with Farmers Energy Incorporated (FEI), a subsidiary of Rex Stores Corporation, whereby FEI agreed to purchase 4,980 restricted class B units in a subsequent private placement for a total purchase price of $24,900,000. Pursuant to the terms of our agreement, FEI is obligated to purchase 4,980 of our class B units in a private placement offering if we meet the following conditions prior to June 30, 2007: (i) we have at least $30,100,000 of cash proceeds from this registered offering (including amounts in escrow but excluding proceeds from FEI’s subscription), resulting from the sale of units to parties other than FEI; (ii) we have entered into a binding loan financing commitment in an amount which will be sufficient when combined with net offering proceeds to complete construction of the ethanol plant; (iii) we are in compliance with all covenants and are in good standing under a binding loan financing commitment; and (iv) all other conditions are met, including certain amendments to the our operating agreement and approval by FEI’s board of directors. Prior to the filing of this registration statement, we amended and restated our operating agreement to incorporate FEI’s changes and received approval of FEI’s board of directors. If the maximum number of units is sold in this offering, FEI will have an equity interest in the company of at least 27.89% following its purchase of units in the subsequent private placement. If the minimum number of units is sold in this offering, FEI’s equity interest, following its purchase of units in the subsequent private placement, will be at least 42%. FEI’s guaranty to purchase the units will expire on the earlier of: (i) June 30, 2007; (ii) the closing of the transactions contemplated by our agreement with FEI; or (iii) the termination of the agreement.

     Our agreement with FEI required us to make the following amendments to our operating agreement to provide FEI with: (i) a right of first offer to participate in any future ethanol and/or biodiesel investment in which we enter; (ii) tag-along rights, i.e., the right to participate prorata in any sale of units (whether made in one transaction or a series of related transactions); (iii) customary registration rights; and (iv) preemptive rights with regard to all future offerings of our units, so as to provide FEI with the ability to avoid being diluted (if FEI chooses not to participate in such future offerings, we may offer such units to other investors).

     On July 11, 2006, we entered into a registration agreement with Farmers Energy One Earth, LLC, a wholly owned subsidiary of and successor-in-interest to FEI (together with FEI referred to as “FEI”), granting FEI customary registration rights with respect to the class B units to be purchased by FEI in the subsequent private placement offering. Under the terms of the registration agreement, any time after the fifth anniversary of FEI’s purchase of our class B units, or earlier if we complete an initial public offering registered with the Securities and Exchange Commission that results in our securities being publicly traded and listed on a national securities exchange or automated quotation system, FEI may require us to register its class B units (this is referred to as a demand registration). In addition, if at any time we propose to register any of our securities with the Securities and Exchange Commission (with certain limited exceptions), FEI may require us to also register some or all of their class B units (this is referred to as a piggyback registration). In the event FEI requires either a demand or piggyback registration, we must use our best efforts to register its class B units. Under these circumstances, we must pay the costs associated with registering FEI’s units.

     We are a development-stage company with no operating history and no revenues. Please see “SELECTED FINANCIAL DATA” for a summary of our finances and the index to our financial statements for our detailed financial information.

     Except as otherwise provided in the special allocation rules, profits and losses that we recognize will be allocated to you in proportion to the number of units you hold. Please see “DESCRIPTION OF MEMBERSHIP UNITS – Allocation of Profits and Losses” for a summary of our allocation rules.

     The class A and B units will be subject to certain restrictions on transfers pursuant to our amended and restated operating agreement. Unit holders may not transfer their units prior to the date on which substantial operations of the ethanol plant commence unless such transfer is: (1) to the investor’s administrative trustee to whom such units are transferred involuntary by operation of law; or (2) made without consideration to or in trust for the investor’s descendants or spouse. Beginning any time after substantial operations of the ethanol plant commence, investors may transfer their units to any person or organization only if such transfer meets the conditions precedent to a transfer under our amended and restated operating agreement and (1) has been approved by the directors; or (2) the transfer is made to any other member or to an affiliate or related party of the transferring member.

     In addition, transfers may be restricted by state securities laws. As a result, investors may not be able to liquidate their investments in the units and therefore may be required to assume the risks of investing in us for an indefinite period of time. Investment in us should be undertaken only by those investors who can afford an illiquid investment. Please see “DESCRIPTION OF MEMBERSHIP UNITS – Restrictions on Transfer of Units” and “SUMMARY OF OUR AMENDED AND RESTATED OPERATING AGREEMENT – Unit Transfer Restrictions” for a detailed discussion of our transfer restrictions.

     Our tax counsel has opined that, assuming that we do not elect to be treated as a corporation, we will be treated as a partnership for federal income tax purposes. This means that we will not pay any federal income tax and the unit holders will pay tax on their shares of our net income. We will not elect to be taxed as a corporation and will endeavor to take stapes as are feasible and advisable to avoid classification as a publicly traded partnership. Please see “FEDERAL INCOME TAX CONSEQUENCES OF OWNING OUR UNITS – Partnership Status” for a description of our federal income tax status.

     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 our units involves significant risk. Please see “RISK FACTORS” beginning on page 8 to read about important risks you should consider before purchasing our units. 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 other than the states of Illinois, Indiana, Iowa, Missouri and Wisconsin and may be offered and sold in other states only in reliance on exemptions from the registration requirements of the laws of those other states.

     In making an investment decision, investors must rely upon their own examination of the entity creating the securities and the terms of the offering, including the merits and risks involved. Investors should not invest any funds in this offering unless they can afford to lose their entire investment. There is no public market for the resale

of the units in the foreseeable future. Furthermore, state securities laws and our amended and restated operating agreement place substantial restrictions on the transferability of the units. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.

     During the course of the offering of the units and prior to the sale of the units, each prospective purchaser and his or her representatives, if any, are invited to ask questions of, and obtain information from, our representatives concerning the information about the offering contained in this registration statement. Prospective purchasers or representatives having questions about the information contained in this registration statement should contact us at (217) 784-4284, or at our business address: One Earth Energy, LLC, 1306 West 8^th Street, Gibson City, Illinois 60936. Also, you may contact any of the following directors directly at the phone numbers listed below:

     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,” “plan,” “future,” “intend,” “could,” “estimate,” “predict,” “hope,” “potential,” “continue,” “believe,” “expect” or “anticipate” or the negative of these terms or other similar expressions. The forward-looking statements are generally located in the material set forth under the headings “MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS,” “PLAN OF DISTRIBUTION,” “RISK FACTORS,” “USE OF PROCEEDS” and “DESCRIPTION OF BUSINESS,” but may be found in other locations as well. These forward-looking statements generally relate to our plans and objectives for future operations and are based upon management’s reasonable 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 to, but not limited to, unforeseen developments, including developments relating to the following:

     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.

     The purchase of units involves substantial risks and the investment is suitable only for persons with the financial capability to make and hold long-term investments not readily converted into cash. Investors must, therefore, have adequate means of providing for their current and future needs and personal contingencies. Prospective purchasers of the units should carefully consider the risk factors set forth below, as well as the other information appearing in this prospectus, before making any investment in the units. Investors should understand that there is a possibility that they could lose their entire investment in us.

Failure to sell the minimum number of units will result in the failure of this offering, which means your investment may be returned to you with nominal interest.

     We may not be able to sell the minimum amount of units required to close on this offering. We must sell and receive at least $30,100,000 worth of units to close the offering. If we do not sell units and collect funds of at least $30,100,000 in this offering by [one year from the effective date of this registration statement], we cannot close the offering and must return investors’ money with nominal interest, less expenses for escrow agency fees. This means that from the date of an investor’s investment, the investor would earn a nominal rate of return on the money he, she, or it deposits with us in escrow. We do not expect the termination date to be later than [one year from effective date of this prospectus].

We are not experienced in selling securities and no one has agreed to assist us or purchase any units that we cannot sell ourselves, which may result in the failure of this offering.

     We are making this offering on a “best efforts” basis, which means that we will not use an underwriter or placement agent. We have no firm commitment from any prospective buyer to purchase our units, other than our agreement with FEI to purchase class B units in a subsequent private placement, and there can be no assurance that the offering will be successful. We plan to offer the units directly to investors in the states of Illinois, Indiana, Iowa, Missouri, and Wisconsin. We plan to advertise in local media and by mailing information to area residents. We also plan to hold informational meetings throughout Illinois, Indiana, Iowa, Missouri and Wisconsin. Our directors have significant responsibilities in their primary occupations in addition to trying to raise capital. These individuals have no broker-dealer experience and most of our directors have limited or no experience with public offerings of securities. There can be no assurance that our directors will be successful in securing investors for the offering.

Proceeds of this offering are subject to promissory notes due after the offering is closed and investors unable to pay the 90% balance on their investment may have to forfeit their 10% cash deposit.

     As much as 90% of the total offering proceeds of this offering could be subject to promissory notes that may not be due until after the offering is closed. The success of our offering will depend on the investors’ ability to pay the outstanding balances on these promissory notes. In order to purchase units in this offering and become a member in One Earth Energy, each investor must, among other requirements, submit a check in the amount of 10% of the total amount due for the number of units for which subscription is sought, and a promissory note for the remaining 90% of the total amount due for the units. That balance will become due within 30 days of the date of our notice that our sales of units have met or exceeded the aggregate minimum offering amount, including the amounts owed under the promissory notes, of $30,100,000. We may not be able to collect on subscriptions from investors and are subject to the risk that subscribers may default on their payment obligations under their subscription agreements and promissory notes. We will take a security interest in the units. We intend to retain the initial payment and to seek damages from any investor who defaults on the promissory note obligation. This means that if you are unable to pay the 90% balance of your investment within 30 days of our notice, you may have to forfeit your 10% cash deposit. Nonetheless, the success of the offering depends on the payment of these amounts by the obligors.

     If we sell the minimum number of units by [one year date], we will be able to close the offering. However, we will not be able to release funds from escrow until the notes are paid off and the cash proceeds in escrow equal or exceed $30,100,000, we have received a written debt financing commitment, and our escrow agent has provided an affidavit to each state securities department in which we have registered our securities for sale stating that the escrow agreement requirements have been satisfied. Accordingly, we could have insufficient capital to complete the construction of the ethanol plant or insufficient ongoing operating capital.

Investors will not be allowed to withdraw their investment, which means that you should invest only if you are willing to have your investment unavailable to you for an indefinite period of time.

     Investors will not be allowed to withdraw their investments for any reason, unless we tender a rescission offer. We do not anticipate making a rescission offer. This means that from the date of your investment through [the ending date of this offering], your investment will be unavailable to you. You should only invest in us if you are willing to have your investment be unavailable for this period of time, which could be up to one year. If our offering succeeds and we convert your cash investment into our units, your investment will be denominated in our units until you transfer those units. There are significant transfer restrictions on our units. You will not have a right to withdraw and demand a cash payment from us.

We do not satisfy the promoters’ equity investment requirements recommended by NASAA, therefore our offering may be disallowed by state administrators that follow the NASAA Statement of Policy Regarding Promoter’s Equity Investment.

     The proceeds from our private placement, totaling $1,425,000, are attributable to investments by our promoters as defined by the North American Securities Administrators Association (NASAA). Pursuant to the Statement of Policy Regarding Promoter’s Equity Investment promulgated by the NASAA, any state administrator may disallow an offering of a development stage company if the initial equity investment by a company’s promoters does not equal or exceed a certain percentage of the aggregate public offering price. Our promoters’ investment is less than the required minimum amount pursuant to this policy. Accordingly, a state administrator would have the discretion to disallow our offering. The states of Indiana and Missouri have restricted our offering because of our noncompliance with this standard. Indiana and Missouri have required us to execute a lock-up agreement restricting our promoters’ ability to transfer their units. Our directors executed this agreement on November 1, 2006 and pursuant to the terms of the agreement, our initial class A members will be restricted from transferring their units for a period of three years.

If we are unable to fulfill our obligations under our agreement with FEI, we may not be able to obtain sufficient equity financing to construct our proposed ethanol plant.

     On May 26, 2006, we entered into an agreement and a guaranty with FEI, whereby FEI agreed to purchase 4,980 of our class B units in a private placement offering subsequent to this registered offering for a total purchase price of $24,900,000. Pursuant to the terms of our agreement, FEI is obligated to purchase 4,980 restricted class B units if we meet the following conditions prior to June 30, 2007: (i) we have at least $30,100,000 of cash proceeds (including amounts in escrow but excluding proceeds from FEI’s subscription), resulting from the sale of units to parties in this registered offering other than FEI; (ii) we have entered into a binding loan financing commitment in an amount which will be sufficient when combined with net offering proceeds to complete construction of the ethanol plant; (iii) we are in compliance with all covenants and are in good standing under a binding loan financing commitment; and (iv) all other conditions are met, including certain amendments to the our operating agreement and approval by FEI’s board of directors. Prior to the filing of this registration statement, we amended and restated our operating agreement to incorporate FEI’s changes and received approval of FEI’s board of directors. If the maximum number of units is sold in this offering, FEI will have an equity interest in the company of at least 27.89% following its purchase of units in the subsequent private placement. If the minimum number of units is sold in this offering, FEI’s equity interest will be at least 42% following its purchase of units in the subsequent private placement. FEI’s guaranty to purchase the units will expire on the earlier of: (i) June 30, 2007; (ii) the closing of the transactions contemplated by our agreement with FEI; or (iii) the termination of the agreement. The private placement units to be purchased by FEI comprise a significant amount of our equity financing, and if we fail to satisfy our obligations under our agreement, then FEI will not be obligated to purchase units. If this occurs, we may not be able to raise sufficient equity from other sources to construct our proposed ethanol plant.

Even if we raise the minimum amount of equity in this offering, we may not obtain the debt financing necessary to construct and operate our ethanol plant, which would result in the failure of the project and One Earth Energy.

     Our financing plan requires a significant amount of debt financing. We do not have contracts or commitments with any bank, lender or financial institution for debt financing, and we will not release funds from escrow until we secure a written debt financing commitment sufficient to construct and operate the ethanol plant. If debt financing on acceptable terms is not available for any reason, we will be forced to abandon our business plan and return your investment from escrow plus nominal interest less deduction for escrow agency fees. Including the $1,425,000 we raised in our previous private placement offering and $120,000 of anticipated grant proceeds and depending on the level of equity raised in this offering and the investment by FEI in the subsequent private placement, we expect to require approximately $68,955,000 to $98,955,000 (less any bond or tax increment financing, additional grants and other incentives we are awarded) in senior or subordinated long-term debt from one or more commercial banks or other lenders. Because the amounts of equity, grant funding bonds and/or tax increment financing are not yet known, the exact amount and nature of total debt is also unknown.

     If we do not sell the minimum amount of units, the offering will not close. Even though we must receive a debt financing commitment as a condition of closing escrow, the agreements to obtain debt financing may not be fully negotiated when we close on escrow. Therefore, there is no assurance that such commitment will be received, or if it is received, that it will be on terms acceptable to us. If agreements to obtain debt financing are arranged and executed, we expect that we will be required to use the funds raised from this offering prior to receiving the debt financing funds.

Future loan agreements with lenders may hinder our ability to operate the business by imposing restrictive loan covenants, which could delay or prohibit us from making cash distributions to our unit holders.

     Our debt load and service requirements necessary to implement our business plan will result in substantial debt service requirements. Our debt load and service requirements could have important consequences which could hinder our ability to operate, including our ability to:

     In the event that we are unable to pay our debt service obligations, our creditors could force us to (1) reduce or eliminate distributions to unit holders (even for tax purposes); 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 our debt. In the event that we would be unable to refinance our indebtedness or raise funds through asset sales, sales of equity or otherwise, our ability to operate our plant would be greatly affected and we may be forced to liquidate.

If we decide to spend equity proceeds and begin plant construction before we have fulfilled all of the loan commitment conditions, 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 we sell the aggregate minimum number of units prior to [one year from the effective date of this registration statement] and satisfy the other conditions of releasing funds from escrow, including our receipt of a written debt financing commitment, we may decide it is necessary to begin spending the equity proceeds before we have obtained binding loan agreements. Our operating documents do not prohibit us from spending equity proceeds prior to obtaining binding loan agreements because doing so may limit our ability to make a down payment to Fagen, Inc. as is required to commence construction of the plant within our anticipated timeline and negotiated

price. If we are unable to close the loan after we begin spending equity proceeds, 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.

If we successfully release funds from escrow but are unable to close our loan, we may decide to hold your investment while we search for alternative debt financing sources, which means your investment will continue to be unavailable to you and may decline in value.

     We must obtain a written debt financing commitment prior to releasing funds from escrow. However, a debt financing commitment does not guarantee that we will be able to successfully close the loan. If we fail to close the loan, we may choose to seek alternative debt financing sources. While we search for alternative debt financing, we may continue to hold your investment in another interest-bearing account. Your investment will continue to be unavailable while we search for alternative debt financing. It is possible that your investment will decline in value while we search for the debt financing necessary to complete our project.

We have no operating history, which could result in errors in management and operations causing a reduction in the value of your investment.

     We were recently formed and have no history of operations. We cannot provide assurance that we can manage start-up effectively and properly staff operations, and any failure to manage our start-up effectively could delay the commencement of plant operations. A delay in start-up operations is likely to further delay our ability to generate revenue and satisfy our debt obligations. We anticipate a period of significant growth, involving the construction and start-up of operations of the plant. This period of growth and the start-up of the plant are likely to be a substantial challenge to us. If we fail to manage start-up effectively, you could lose all or a substantial part of your investment.

We have little to no experience in the ethanol industry, which may affect our ability to build and operate the ethanol plant.

     We are presently, and are likely for some time to continue to be, dependent upon our initial directors. Most of these individuals are experienced in business generally but the majority have very little or no experience in raising capital from the public, organizing and building an ethanol plant, and governing and operating a public company. Many of the directors have no expertise in the ethanol industry. See “DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.” In addition, certain directors on our board are presently engaged in business and other activities which impose substantial demand on the time and attention of such directors. You should not purchase units unless you are willing to entrust all aspects of our management to our board of directors.

We will depend on Fagen, Inc. for expertise in beginning operations in the ethanol industry and any loss of this relationship could cause us delay and added expense, placing us at a competitive disadvantage.

     We will be dependent on our relationship with Fagen, Inc. and its employees. Any loss of this relationship with Fagen, Inc., particularly during the construction and start-up period for the plant, may prevent us from commencing operations and result in the failure of our business. The time and expense of locating new consultants and contractors would result in unforeseen expenses and delays. Unforeseen expenses and delays may reduce our ability to generate revenue and profits and significantly damage our competitive position in the ethanol industry, such that you could lose some or all of your investment.

If we fail to finalize critical agreements, such as the design-build agreement, ethanol and distillers grains marketing agreements and utility supply agreements, 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.

     This prospectus makes reference to documents or agreements that are not yet final or executed, and plans that have not been implemented. In some instances such documents or agreements are not even in draft form. The definitive versions of those agreements, documents, plans or proposals may contain terms or conditions that vary

significantly from the terms and conditions described. These tentative agreements, documents, plans or proposals 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 units if our revenues from our primary products decrease.

     We expect our business to solely consist of ethanol and distillers grains production and sales. We do not have any other lines of business or other sources of revenue if we are unable to complete the construction and operation of the plant. Our 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 sales of ethanol and distillers grains since we do not expect to have any other lines of business or alternative revenue sources.

We have a history of losses and may not ever operate profitably.

     For the period of November 28, 2005 through July 31, 2006, we incurred an accumulated net loss of $347,946. We will continue to incur significant losses until we successfully complete construction and commence operations of the plant. There is no assurance that we will be successful in completing this offering or in our efforts to build and operate an ethanol plant. Even if we successfully meet all of these objectives and begin operations at the ethanol plant, there is no assurance that we will be able to operate profitably.

Your investment may decline in value due to decisions made by our initial board of directors and until the plant is built, you have no ability to elect directors and no ability to replace the class A directors through amendment to our amended and restated operating agreement.

     Our amended and restated operating agreement provides that the initial board of directors will consist of ten class A directors appointed by the class A members. Each class A members will be entitled to appoint two class A directors. Our class A directors will serve indefinitely at the pleasure of the class A member appointing him or her or until a successor is appointed or until the earlier death, resignation or removal of such class A director. At the first annual or special meeting of the members following commencement of substantial operations of the ethanol plant, the class B members shall elect class B directors. The number of class B directors will be fixed at a number that is one less than the number of class A directors from time to time. Until the first annual or special meeting, the class B members will have no control over our operations. If our project suffers delays due to financing or construction, our initial board of directors consisting of only class A directors could serve for an extended period of time. You will have no recourse to replace these class A directors because an amendment to this section of the amended and restated operating agreement requires the unanimous approval of the holders of class A units and a majority of the holders of class B units.

We have not hired any employees, and may not be able to hire employees capable of effectively operating the ethanol plant, which may hinder our ability to operate profitably.

     Because we are a development-stage company, we have not hired any employees. Prior to completion of the plant construction and commencement of operations, we intend to hire approximately 45 full-time employees. Following completion of the ethanol plant, we expect to have 32 employees in ethanol production operations and 13 in general management and administration. However, we may not be successful in attracting or retaining such an individual because of the competitive market as new plants are constructed and the limited number of individuals with expertise in the area. In addition, we may have difficulty in attracting other competent personnel to relocated to Illinois in the event that such personnel are not available locally. If we are not able to hire and retain employees who can effectively operate the plant, our ability to generate revenue will be significantly reduced, or prevented altogether, thereby limiting or eliminating any profit that we might take which could result in the loss of all or a substantial portion of your investment.

We will depend on Fagen, Inc. and ICM, Inc. to design and build our ethanol plant; however, we currently have no agreement with ICM, Inc. and we have no binding design-build agreement with Fagen, Inc. The failure of either to enter into binding agreements could force us to abandon business, hinder our ability to operate profitably or decrease the value of your investment.

     We will be highly dependent upon Fagen, Inc. and ICM, Inc. to design and build the plant, but we have no definitive or binding agreement with either company. We have entered into a non-binding letter of intent with Fagen, Inc. for various design and construction services. We have also entered into a phase I and phase II engineering services agreement with Fagen Engineering, LLC for certain engineering and design work to allow us to obtain these services prior to the execution of the design-build agreement. Fagen Engineering, LLC provides engineering services for projects constructed by Fagen, Inc. Fagen, Inc. has indicated its intention to deliver to us a proposed design-build agreement, in which it will serve as our general contractor and will engage ICM, Inc. to provide design and engineering services. We anticipate that we will execute a definitive and binding design-build agreement with Fagen, Inc. to construct the plant when we have received the minimum amount of funds necessary to break escrow and have obtained a debt financing commitment sufficient to carry out our business plan. However, we have not yet negotiated, reviewed or executed the design-build agreement and there is no assurance that such an agreement will be executed.

     If we do not execute a definitive, binding design-build agreement with Fagen, Inc., or if Fagen, Inc. terminates its relationship with us after initiating construction, there is no assurance that we would be able to obtain a replacement general contractor. Any such event may force us to abandon our business. Fagen, Inc. and ICM, Inc. and their affiliates, may have a conflict of interest with us because Fagen, Inc., ICM, Inc. and their employees or agents are involved as owners, creditors and in other capacities with other ethanol plants in the United States. We cannot require Fagen, Inc. or ICM, Inc. to devote their full time and attention to our activities. As a result, Fagen, Inc. and ICM, Inc. may have, or come to have, a conflict of interest in allocating personnel, materials and other resources to our plant.

We may need to increase cost estimates for construction of the ethanol plant due to the use of union labor or other construction cost increases, and such increase could result in devaluation of our units if ethanol plant construction requires additional capital.

     We anticipate that Fagen, Inc. will construct the plant for a contract price, based on the plans and specifications in the anticipated design-build agreement. We have based our capital needs on a design for the plant that will cost approximately $105,997,000, subject to construction cost index increases of $7,949,775 with additional start-up and development costs of $41,553,225 for a total project completion cost of approximately $155,500,000. This cost includes construction period interest of 8%. The estimated total cost of the project is based on preliminary discussions, and there is no assurance that the final cost of the plant will not be higher. There is no assurance that there will not be design changes or cost overruns associated with the construction of the plant. Under the terms of the non-binding letter of intent we signed with Fagen, Inc., if as of the date we give a notice to proceed to Fagen, Inc., the Construction Cost Index published by Engineering News-Record Magazine (CCI) for the month in which the notice to proceed is given has increased over the CCI for September 2005, the contract price will be increased by an equal percentage amount. Our total project cost of $155,500,000 includes estimated construction cost index increases of $7,949,775, however, this is only an estimate and our construction cost index increases could be much higher, which could cause our total project cost to increase. In addition, the $105,997,000 construction price contained in the letter of intent assumes the use of non-union labor. In the event Fagen is required to employ union labor or compensate labor at higher than anticipated prevailing wages, the construction price will be adjusted upwards to include any increased costs associated with such labor or wages. We have not included any additional amount in our budget for the use of union labor or to compensate labor at prevailing wages.

     We do not intend to apply for or accept certain grants that would require our use of union labor in constructing our plant. Because we expect to be able to avoid being legally required to use union labor, we do not anticipate any increase in our plant construction costs associated with union labor. As a practical matter, however,

we recognize that unforeseen circumstances could arise which would make it difficult for Fagen, Inc. to complete the construction of our plant without utilizing union labor. Under these circumstances, we would expect our construction costs to increase substantially; however we are unable to estimate the likelihood of this happening and the degree to which the use of union labor would be desirable. Therefore, we are unable to estimate the potential impact that the use of union labor would have on our project costs and the date of completion. If we are required to use union labor and as a result the cost to construct our plant increases substantially, it may be necessary to abandon the project and you may lose a portion or all of your investment.

     If we are required to use union labor to construct all or part of the ethanol plant, it may be necessary for us to sell the maximum number of units provided for in this offering prior to terminating the offering, seek a higher than anticipated amount of debt financing, or a combination of the two. In no event will we sell more than the maximum number of units. If the cost of using union labor is so significant that we are unable to cover our expenses by selling the maximum number of units and/or obtaining a higher than anticipated amount of debt financing, or if we are unable to obtain additional debt financing beyond what we currently anticipate that we will need, we may not be able to obtain the funds we need to finance the construction of our ethanol plant and commence operations. Under those circumstances, it may be necessary for us to abandon the project. If that happens, you could lose all or a portion of your investment.

     In addition, increases in price of steel, cement and other construction materials, as well as increases in the cost of labor, could affect the final cost of construction of the ethanol plant. Further, shortages of steel, cement and other construction materials, as well labor shortages, could affect the final completion date of the project. Advances and changes in technology may require changes to our current plans in order to remain competitive. Any significant increase in the estimated construction cost of the plant could delay our ability to generate revenues and reduce the value of your units because our revenue stream may not be able to adequately support the increased cost and expense attributable to increased construction costs.

Construction delays could result in devaluation of our units if our production and sale of ethanol and its by-products are similarly delayed.

     We currently expect our plant to be operating by summer 2008; however, construction projects often involve delays in obtaining permits, construction delays due to weather conditions, or other events that delay the construction schedule. In addition, changes in interest rates or the credit environment or changes in political administrations at the federal, state or local level that result in policy change towards ethanol or this project, could cause construction and operation delays. If it takes longer to construct the plant than we anticipate, it would delay our ability to generate revenue and make it difficult for us to meet our debt service obligations. This could reduce the value of the units.

Fagen, Inc. and ICM, Inc. may have current or future commitments to design and build other ethanol manufacturing facilities ahead of our plant and those commitments could delay construction of our plant and our ability to generate revenues.

     We have asked Fagen, Inc. and ICM, Inc. how many other ethanol plants each has contracted to design and build, however Fagen, Inc. and ICM, Inc. do not disclose the numbers of their other commitments, and as private companies, they are not required to do so. Therefore, we do not know how many other ethanol plants they have contracted to design and build. It is possible that Fagen, Inc. and ICM, Inc. have outstanding commitments to other facilities that cause the construction of our plant to be delayed. It is also possible that Fagen, Inc. and ICM, Inc. will continue to contract with new facilities for plant construction and with operating facilities for expansion construction. These current and future building commitments may reduce the resources of Fagen, Inc. and ICM, Inc. to such an extent that construction of our plant is significantly delayed. If this occurs, our ability to generate revenue will also be delayed and the value of your investment will be reduced.

Defects in plant construction could result in devaluation of our units if our plant does not produce ethanol and its by-products as anticipated.

     There is no assurance that defects in materials and/or workmanship in the plant will not occur. Under the terms of the anticipated design-build agreement with Fagen, Inc., Fagen, Inc. would warrant that the material and equipment furnished to build the plant will be new, of good quality, and free from material defects in material or workmanship at the time of delivery. Though we expect the design-build agreement to require Fagen, Inc. to correct all defects in material or workmanship for a period of one year after substantial completion of the plant, material defects in material or workmanship may still occur. Such defects could delay the commencement of operations of the plant, or, if such defects are discovered after operations have commenced, could cause us to halt or discontinue the plant’s operation. Halting or discontinuing plant operations could delay our ability to generate revenues and reduce the value of your units.

The plant site may have unknown environmental problems that could be expensive and time consuming to correct, which may delay or halt plant construction and delay our ability to generate revenue.

     Our board of directors has purchased three options for adjacent parcels of real estate totaling approximately 80 acres in Ford County near Gibson City, Illinois as the primary site for the construction of our proposed ethanol plant. We have also secured an option for an alternative site in Champaign County, Illinois. Our board of directors reserves the right to select the location of the plant site, in their sole discretion, for any reason. In exercising their exclusive right to select the location, our board of directors will act in the best interests of the company and exercise independent judgment. There can be no assurance that we will not encounter hazardous environmental conditions at either of these sites that may delay the construction of the plant. We do not anticipate Fagen, Inc. to be responsible for any hazardous environmental conditions encountered at the plant site. Upon encountering a hazardous environmental condition, Fagen, Inc. may suspend work in the affected area. If we receive notice of a hazardous environmental condition, we may be required to correct the condition prior to continuing construction. The presence of a hazardous environmental condition will likely delay construction of the plant and may require significant expenditure of our resources to correct the condition. In addition, Fagen, Inc. will be entitled to an adjustment in price and time of performance if it has been adversely affected by the hazardous environmental condition. If we encounter any hazardous environmental conditions during construction that require time or money to correct, such event could delay our ability to generate revenues and reduce the value of your units. A hazardous environmental condition could be so expensive to correct or severe as to require us to change the location of the plant or discontinue construction altogether.

The proposed plant site is located seven miles from our anticipated source of natural gas, which may cause an increase in construction costs.

     We intend to tap into Natural Gas Pipeline Company of America’s (NGP) pipeline, which is seven miles away from our proposed site. We have included the cost to access this natural gas source in our projected cost of construction. The budgeted amount of $3.1 million was provided to us by NGP and is an estimated cost to reach the center of the proposed site in Ford County, Illinois, near Gibson City. This estimate also includes the costs of easements along the way. If circumstances arise in which it is only feasible to connect to the pipeline at a more