Bioenergy Inc. (Form: SB-2, Received: 10/19/2006 06:08:20)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BIOENERGY INC.
(Name of small business issuer in its charter)

Nevada	700	20-4907818
State or jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization	Classification Code Number)	Identification No.)

3702 South Virginia Street, #G12-401
Reno Nevada 89502
Tel: (202) 470 4698
(Address and telephone number of principal executive offices)

12-303 Binjiangxincheng, Hangzhou, Zhejiang, China
(Address of principal place of business or intended principal place of business)

Copies of all communications, including all communications sent to the agent for service, should be sent to:
Business First Formations, Inc.
3702 South Virginia Street, Ste. G12-401
Reno, NV 89502-6030
Tel: (775) 338-2598 Fax: (775) 201-1499
(Name, address and telephone number of agent for service)

Approximate date of proposed sale to the public: As soon as practicable after the registration statement
becomes effective.

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 (the "Securities Act"), other than securities offered
only in connection with dividend or interest reinvestment plans, 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 a 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. [ ]

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

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered ⁽¹⁾	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee ⁽³⁾
Common Stock to be offered by Selling Stockholders	1,237,500	$0.02 ⁽²⁾	$24,750	$2.65
Total Registration Fee				$2.65

(1)	An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416 under the Securities Act.

(2)	Based on the last sales price on May 15, 2006. The selling stockholders will sell their shares of our common stock at a price of $0.02 per share until shares of our common stock are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. Our common stock is presently not traded on any market or securities exchange, and we have not applied for listing or quotation on any public market.

(3)	Estimated in accordance with Rule 457(o) solely for the purpose of computing the amount of the registration fee based on a bona fide estimate of the maximum offering price.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE 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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON THE DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

PROSPECTUS	Subject to Completion
	______________________ , 2006

BIOENERGY INC.
A NEVADA CORPORATION

1,237,500 SHARES OF COMMON STOCK OF BIOENERGY INC.
-------------------------------------------------------------------------------------

This prospectus relates to the 1,237,500 shares of common stock of Bioenergy Inc., a Nevada Corporation, which may be resold by certain selling stockholders of the company. We have been advised by the selling stockholders that they may offer to sell all or a portion of their shares of common stock being offered in this prospectus from time to time. The shares being resold constitute approximately 49.5% of the total outstanding shares of our common stock. The selling stockholders will sell their shares of our common stock at a price of $0.02 per share until shares of our common stock are quoted on the OTC Bulletin Board (“OTCBB”), and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that we will be able to obtain an OTCBB listing. Our common stock is presently not traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. We will not receive any proceeds from the resale of shares of common stock by the selling stockholders. However, we have received proceeds from the sale of shares of common stock that are presently outstanding. We will pay for expenses of this offering.

In connection with any sales, any broker or dealer participating in such sales may be deemed to be an underwriter within the meaning of the Securities Act.

Our business is subject to many risks and an investment in our common stock will also involve a high degree of risk. You should invest in our common stock only if you can afford to lose your entire investment. You should carefully consider the various Risk Factors described beginning on page 2 before investing in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell or offer these securities until this registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is <>, 2006.

Please read this prospectus carefully. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided by the prospectus is accurate as of any date other than the date on the front of this prospectus.

The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.

TABLE OF CONTENTS

			Page
			Number

PROSPECTUS SUMMARY			3

	Our Business		3

	Summary of Risk Factors		3

	The Offering		3

	Summary Financial Data		3

RISK FACTORS			4

	Risks Associated with Our Business		4

		Our auditors have issued a going concern opinion because we may not be able to achieve our objectives and we may have to suspend or cease our proposed operations as a start- up company entirely.	4

		We have no operating history and have maintained losses since inception, which we expect to continue into the future.	4

		If we are unable to obtain the necessary financing to implement our business plan we will not have the money to pay our ongoing expenses and we may go out of business.	5

		If we are unable to complete the development of our ethanol refinery system and sell our system we will not be able to generate revenues and you will lose your investment.	5

		Our technology and products may contain defects that will make it more difficult for us to establish and maintain customers.	5

		Our ethanol refinery system is not protected by any trademarks, patents and/or other intellectual property registrations. If we are unable to protect our intellectual property rights, our proposed business will fail.	5

		We depend to a significant extent on certain key personnel, the loss of any of whom may materially and adversely affect our company.	6

		We have no sales and marketing experience.	6

		If our estimates related to expenditures are erroneous our business will fail and you will lose your entire investment.	6

		Our officers and directors are engaged in other activities and may not devote sufficient time to our affairs, which may affect our ability to conduct operations and generate revenues.	6

		Because our officers, directors and principal shareholders control a significant percentage of our common stock, you will have little or no control over our management or other matters requiring shareholder approval.	6

	Risks Associated with Our Common Stock		7

		There is no active trading market for our common stock and you may be unable to sell your shares of our common stock if a market does not develop for our common stock.	7

		Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations and the NASD's sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.	7

		Because we do not intend to pay any dividends on our common stock, investors seeking dividend income or liquidity should not purchase shares of our common stock.	7

		Because we can issue additional shares of common stock, purchasers of our common stock may incur immediate dilution and may experience further dilution.	7

	Other Risks		7

		Because all of our officers and directors are located in non-U.S. jurisdictions, you may have no effective recourse against the management for misconduct and may not be able to enforce judgment and civil liabilities against our officers, directors, experts and agents.	7

FORWARD-LOOKING STATEMENTS			8

SECURITIES AND EXCHANGE COMMISSION'S PUBLIC REFERENCE			8

THE OFFERING			9

USE OF PROCEEDS			9

DETERMINATION OF OFFERING PRICE			9

DILUTION			9

DIVIDEND POLICY			9

BUSINESS			9

MANAGEMENT DISCUSSION & ANALYSIS & PLAN OF OPERATION			13

PROPERTY			15

MANAGEMENT			15

EXECUTIVE COMPENSATION			16

DISCLOSURE OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES			18

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			18

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			18

PLAN OF DISTRIBUTION			18

SELLING STOCKHOLDERS			20

DESCRIPTION OF CAPITAL STOCK			21

LEGAL PROCEEDINGS			21

LEGAL MATTERS			21

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE			21

EXPERTS			21

INTEREST OF NAMED EXPERTS AND COUNSEL			21

MARKET FOR OUR COMMON STOCK AND RELATED SHAREHOLDER MATTERS			23

WHERE YOU CAN FIND MORE INFORMATION			23

FINANCIAL STATEMENTS			24

As used in this prospectus, the terms "we", "us", "our", and "BioEnergy" means BioEnergy Inc. unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed information and financial statements and notes thereto appearing elsewhere in this prospectus. Consequently, this summary does not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire prospectus, including the "Risk Factors" section and the documents and information incorporated by reference into it.

OUR BUSINESS

We are a development stage company and have not generated revenues to date. We were incorporated in the State of Nevada on May 8, 2006. Our principal executive offices are located at 3702 South Virginia Street, #G12-401 Reno Nevada 89502. Our principal business office is located at 12-303 Binjiangxincheng, Hangzhou, Zhejiang, China. Our telephone number is (202) 470-4698.

We are in the business of developing and marketing an ethanol refining system from wasted grain straw for farmers in China.

SUMMARY OF RISK FACTORS

We have received a going concern opinion from our independent auditors because we have not generated revenues, having just recently begun developing our ethanol refiner system. Our operating deficit as of June 30, 2006 is $5,000.

For a more complete discussion of risk factors relevant to an investment in our common stock see the "Risk Factors" section beginning on page 4 of this prospectus.

THE OFFERING

This prospectus covers the resale by the selling stockholders named in this prospectus of up to 1,237,500 shares of our common stock. The offered shares were acquired by the selling stockholders in private placement transactions that were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 . There are currently 2,500,000 shares of our common stock issued and outstanding and we have no other securities issued and outstanding. The selling stockholders will sell their shares of our common stock at a price of $0.02 per share until shares of our common stock are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. There can be no assurances that we will be able to obtain an OTCBB listing. Our common stock is presently not traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. We will not receive any of the proceeds of the shares of common stock offered by the selling stockholders.

SUMMARY FINANCIAL DATA

The summarized financial data presented below is derived from and should be read in conjunction with our audited financial statements, including the notes to those financial statements, which are included elsewhere in this prospectus along with the section entitled "Plan of Operation" beginning on page 13 of this prospectus.

	For the period from May 8, 2006 to June 30, 2006
Revenue	$Nil
Net Loss for the Period	$5,000
Loss Per Share - basic and diluted	$0.01
	At June 30, 2006
Working Capital	$45,000
Total Assets	$50,000
Total Stockholders' Equity (deficiency)	$46,000
Deficit Accumulated in the Development Stage	$5,000

RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating BioEnergy and its business before purchasing shares of common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You could lose all or part of your investment due to any of these risks.

Risks Associated with our Business

Our auditors have issued a going concern opinion because we may not be able to achieve our objectives and we may have to suspend or cease our proposed operations as a start-up company entirely . Our auditors have issued a going concern opinion. This means that there is doubt that we can continue with our proposed business operations as a start-up company for the next twelve months. We have cash in the amount of $46,000 as at June 30 2006 and we believe that this amount will be enough to support our operations until April 2007. The expenses incurred during the first 2 months of 2006 are $5,000. In the course of developing our ethanol refinery system, we may:

incur unexpected costs in completing the development of our ethanol refining demonstration system or encounter unexpected technical or other difficulties;
incur delays and additional expenses as a result of technology failure;
be unable to create a substantial market for our ethanol refinery system; or
incur significant and unanticipated expenses.

The occurrence of any of the aforementioned events could cause us to run out of money so that we are unable to pay our ongoing expenses in respect of the development and marketing of our ethanol refinery system. If we do not complete the development of our ethanol refinery system by April 2007 and if we are not able to raise additional capital when needed to complete the development of our ethanol refinery system, we may have to suspend or cease our operations because we will not be able to pay our ongoing expenses in respect of the development and marketing of our ethanol refinery system.

We have no operating history and have maintained losses since inception, which we expect to continue into the future.

We were incorporated on May 8, 2006 and only just recently commenced development of our ethanol refinery system. We have not realized any revenues to date. We have no operating history at all upon which an evaluation of our future success or failure can be made. Our net loss from inception to June 30, 2006 is $5,000. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

our ability to develop our ethanol refinery system;
our ability to market our ethanol refinery system;
our ability to generate ongoing revenues;

our ability to reduce development and marketing costs; and
our ability to compete with established ethanol refinery systems.

Based upon our proposed plans, we expect to incur operating losses in future periods. This will happen because there are substantial costs and expenses associated with the research, development and marketing of our product. We may fail to generate revenues in the future. Failure to generate revenues will cause us to go out of business because we will not have the money to pay our ongoing expenses.

If we are unable to obtain the necessary financing to implement our business plan we will not have the money to pay our ongoing expenses and we may go out of business.

Our ability to successfully develop our ethanol refinery system and to eventually produce and sell our system to generate operating revenues depends on our ability to obtain the necessary financing to implement our business plan. Given that we have no operating history, no revenues and only losses to date, we may not be able to achieve this goal, and if this occurs we will not be able to pay the development and marketing costs in respect of our ethanol refinery system and we may go out of business. We may need to issue additional equity securities in the future to raise the necessary funds. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders. The resale of shares by our existing shareholders pursuant to this prospectus may result in significant downward pressure on the price of our common stock and cause negative impact on our ability to sell additional equity securities. Obtaining loans will increase our liabilities and future cash commitments. If we are unable to obtain financing in the amounts required we will not have the money that we require for the development and marketing of our ethanol refinery system and we may go out of business.

If we are unable to complete the development of our ethanol refinery system and sell our system we will not be able to generate revenues and you will lose your investment.

We have not completed development of our ethanol refinery system and we have no contracts for the sale of our ethanol refinery system. The success of our proposed business will depend on its completion and the acceptance of our products by businesses and the general public. Achieving such acceptance will require significant marketing investment. The ethanol refinery system we develop may not be accepted by our customers at sufficient levels to support our operations and build our business. If the ethanol refinery system that we develop is not accepted at sufficient levels, our proposed business will fail.

Our technology and products may contain defects that will make it more difficult for us to establish and maintain customers.

We have not yet completed the initial development of our core technology, and it has not been tested by users. Our technology may contain undetected design faults and errors that are discovered only after it has been installed and used by customers. Any such default or error could cause delays in delivering our product or require design modifications. These could adversely affect our competitive position and cause us to lose potential customers or opportunities. Since our technology is intended to be utilized to develop a market for grain straw that is currently wasted, the effect of any such delays will likely have a detrimental impact on us. In addition, given that ethanol refinery systems have yet to gain widespread acceptance in the market, any delays would likely have a more detrimental impact on our business than if we were a more established company.

Our ethanol refinery system is not protected by any trademarks, patents and/or other intellectual property registrations. If we are unable to protect our intellectual property rights, our proposed business will fail.

We have not applied for any trademark, patent or other intellectual property registration with any governmental agency for our name or for our technology. At present we have non-disclosure agreements with our employees to protect our technology. Despite our precautions taken to protect our ethanol refinery system, unauthorized parties may attempt to reverse engineer copy or obtain and use our ethanol refinery system. If they are successful we could lose our technology or they could develop similar systems, which could create more competition for us and even cause our proposed business operations to fail.

We depend to a significant extent on certain key personnel, the loss of any of whom may materially and adversely affect our company.

Currently, we have only two employees and they are also our officers and directors. Our performance depends to a significant extent on the continued services and technical expertise of our director and Chief Technology Officer, Mr. Haiming Zhang. There is intense competition for skilled personnel, particularly in the field of system development. There can be no assurance that we will be able to attract and retain qualified personnel on acceptable terms. The loss of Mr. Zhang’s services could prevent us from completing the development of our ethanol refinery system. In the event of the loss of services of such personnel, no assurance can be given that we will be able to obtain the services of adequate replacement personnel. We do not maintain key person insurance on the lives of any of our officers or employees.

We have no sales and marketing experience.

We have not yet begun marketing our products and thus have yet to make any commercial sales of the products. The Company's employees have no experience in marketing such products and no distribution system has been developed. While the Company has plans for marketing and sales, there can be no assurance that such efforts will be successful or that the Company will be able to attract and retain qualified individuals with marketing and sales expertise. The Company's future success will depend, among other factors, upon whether the Company's products can be sold at a profitable price and the extent to which consumers acquire, adopt, and continue to use them. There can be no assurance that the Company's products will gain wide acceptance in its targeted markets or that the Company will be able to effectively market its products.

If our estimates related to expenditures are erroneous our business will fail and you will lose your entire investment.

Our success is dependent in part upon the accuracy of our management's estimates of expenditures. (See Liquidity and Capital Resources under "Plan of Operations”.) If such estimates are erroneous or inaccurate we may not be able to carry out our business plan, which could, in a worst-case scenario, result in the failure of our business and you losing your entire investment.

Our officers and directors are engaged in other activities and may not devote sufficient time to our affairs, which may affect our ability to conduct operations and generate revenues.

The persons serving as our officers and directors have existing responsibilities and may have additional responsibilities to provide management and services to other entities. Mr. Min Ge, our President (Principal Executive Officer), Treasurer (Principal Accounting Officer) and Principal Financial Officer and one of our directors, is also manager of Jindian Marketing Ltd. in China. We expect Mr. Ge to spend approximately 10 to 20 hours a week on the business of our company. Mr. Haiming Zhang, our Chief Technology Officer and one of our directors, is research associate of Hangzhou Runming Chemical Company in China. We expect Mr. Zhang to spend approximately 10 hours or more a week on the business of our company. Mr. Jose Castro, one of our directors, is also involved in venture capital investment in China. We expect Mr. Castro to spend approximately 10 hours or more a week on the business of our company. As a result, demands for the time and attention from our directors and officers from our company and other entities may conflict from time to time. Because we rely primarily on our directors and officers to maintain our business contacts and to promote our ethanol refinery system, their limited devotion of time and attention to our business may hurt the operation of our business.

Because our officers, directors and principal shareholders control a significant percentage of our common stock, you will have little or no control over our management or other matters requiring shareholder approval.

Our directors and officers collectively own 50.5% of the issued and outstanding shares of our common stock. As a result, our director and officers collectively have the ability to control matters affecting minority shareholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because our directors and officers collectively own a significant percentage of our common stock, you will have difficulty replacing our management if you disagree with the way our business is being run. Because control by an insider could result in management making decisions that are in the best interest of the insider and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock.

Risks Associated with our Common Stock

There is no active trading market for our common stock and you may be unable to sell your shares of our common stock if a market does not develop for our common stock.

There is currently no active trading market for our common stock and such a market may not develop or be sustained. If we establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies, which may materially and adversely affect the market price of our common stock.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations and the NASD's sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. (See "Market for our Common Stock and Related Stockholder Matters".) Our securities are subject to the penny stock rules promulgated by the Securities and Exchange Commission, which imposes additional sales practice disclosure requirements. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock and adversely affect the price of our shares.

In addition to the "penny stock" rules, the NASD has adopted rules requiring that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for the customer. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Because we do not intend to pay any dividends on our common stock, investors seeking dividend income or liquidity should not purchase shares of our common stock.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future. Investors seeking dividend income or liquidity should not invest in our common stock.

Because we can issue additional shares of common stock, purchasers of our common stock may incur immediate dilution and may experience further dilution.

We are authorized to issue up to 75,000,000 shares of common stock, of which 2,500,000 shares are issued and outstanding. Our Board of Directors has the authority to cause the Company to issue additional shares of common stock, and to determine the rights, preferences and privilege of such shares, without consent of any of our stockholders. Consequently, the stockholders may experience more dilution in their ownership of BioEnergy in the future.

Other Risks

Because all of our officers and directors are located in non-U.S. jurisdictions, you may have no effective recourse against the management for misconduct and may not be able to enforce judgment and civil liabilities against our officers, directors, experts and agents.

All of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors” that may cause our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

SECURITIES AND EXCHANGE COMMISSION'S PUBLIC REFERENCE

Any member of the public may read and copy any materials filed by us with the Securities and Exchange Commission (the "SEC") at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet web site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

THE OFFERING

This prospectus covers the resale by certain selling stockholders of 1,237,500 shares of common stock, which were issued pursuant to a private placement offering made by BioEnergy pursuant to Regulation S promulgated under the Securities Act.

USE OF PROCEEDS

The shares of common stock offered hereby are being registered for the account of the selling stockholders identified in this prospectus. All proceeds from the sale of the common stock will go to the respective selling stockholders. We will not receive any proceeds from the resale of the common stock by the selling stockholders.

DETERMINATION OF OFFERING PRICE

The selling stockholders may sell their shares of our common stock at a fixed price of $0.02 per share until shares of our common stock are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that we will be able to obtain an OTCBB listing. The offering price of $0.02 per share is based on the last sales price of our common stock on May 15, 2006 and does not have any relationship to any established criteria of value, such as book value or earnings per share. Additionally, because we have no significant operating history and have not generated any material revenues to date, the price of our common stock is not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.

DILUTION

Since all of the shares being registered are already issued and outstanding, no dilution will result from this offering.

DIVIDEND POLICY

We have not declared or paid any cash dividends since inception. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future. Although there are no restrictions that limit our ability to pay dividends on our common stock, we intend to retain future earnings for use in our operations and the expansion of our business.

BUSINESS

Overview

BioEnergy Inc. was formed as a Nevada corporation on May 8, 2006. Our principal executive offices are located at 3702 South Virginia Street, #G12-401 Reno Nevada 89502. Our telephone number is (202) 470-4698. Our operations office in China is located at 12-303 Binjiangxincheng, Hangzhou, Zhejiang, China.

We are in the business of developing a system for refining ethanol from wasted grain straw. China is a large agricultural country with a huge production of rice and wheat. Tons of grain straw are burned and wasted every year (up to 700 million tons). (Ref: http://www.newenergy.org.cn/html/2006-2/2006220_ 7657.html - Article published on February 20, 2006 in China Technology) Our intention is to help Chinese farmers use our biotechnology to refine this grain straw, producing ethanol, which would significantly benefit those Chinese farmers, release the tension of energy demand and help the environment.

We are not a blank check company as we have commenced the development of our system for refining ethanol from wasted grain straw. We have already completed a prototype of our system, developed by our Chief Technology Officer and one of our directors. (Please also see “Management Discussion and Plan of Operations”.)

Background

Global energy demand continues to increase. According to the most recent information provided by the U.S. Department of Energy, in 2003, the world consumed:

29 billion barrels of oil (http://www.eia.doe.gov/neic/experts/expertanswers.html),
2,476 million short tons of coal (http://www.eia.doe.gov/oiaf/ieo/pdf/ieoreftab_6.pdf); and
27.4 trillion cubic feet of natural gas (http://www.eia.doe.gov/oiaf/ieo/pdf/ieoreftab_5.pdf).

The combustion of these fossil fuels results in the annual release of approximately 8 gigatons of carbon dioxide (http://etsuodt.tamu-commerce.edu/AcademicOrganizations//sigmaxi/maa/d040500.html) into the Earth's atmosphere with uncertain effects on global temperature.

China has recently moved into second place worldwide as a consumer of oil, and its recent pace of economic growth has resulted in global demand for oil and energy growing at rates well above recent historical averages.

Political instability in oil-rich countries only adds to economic problems through the potential for major supply disruptions, resulting in a global energy crisis.

On the other hand, Chinese farmers generate more than 700 million tons of grain straw from the cultivation and harvest of rice and wheat, and this grain straw could be refined to ethanol, a well-known alternative energy.

What is Ethanol?

Ethanol is a clean-burning, high-octane fuel that is produced from renewable sources. At its most basic, ethanol is grain alcohol, produced from crops such as corn, because grains contain a sugar element that is key for the production of ethanol. As grain straw also contains the basic sugar element found in corn, ethanol can also be produced from grain straw. Because it is domestically produced, ethanol helps reduce China's dependence upon foreign sources of energy.

Pure 100% ethanol is not generally used as a motor fuel; instead, a percentage of ethanol is combined with unleaded gasoline. This is beneficial because the ethanol:

decreases the fuel's cost;
increases the fuel's octane rating;
decreases gasoline's harmful emissions.

Any amount of ethanol can be combined with gasoline, but the most common blend is “E10”. E10 is 10% ethanol and 90% unleaded gasoline. E10 is approved for use in any make or model of vehicle sold in China, because of its high performance, clean-burning characteristics. In 2005, about 20% of China's gasoline was blended with ethanol, most in this 10% variety.

In recent years, China has set up quite a few enterprises to produce ethanol, but our goal is to help Chinese farmers set up small-sized ethanol refinery systems using grain straw produced by themselves. Therefore these big enterprises are not our direct competitors.

Our Ethanol Refinery System

There are five main components in our system:

Grinder (15kw, 25kg/h)
Cooker #1 (Boiler – high temperature cooker) Standard Volume: 100L
Cooker #2 (Slow cooker – low temperature cooker) Standard Volume: 100L
Distiller (5kw)
Dehydrator (7.5kw)

Our ethanol refinery system provides the technology to process refined ethanol through the following procedures:

1.	Milling . The grain straw passes through a grinder, which grinds it into a fine powder called meal.

2.	Liquefaction . The meal is mixed with water and alpha-amylase (the first enzyme), and then poured into cooker #1 where the starch is liquefied. Heat is applied at this stage to enable liquefaction. This step takes about 48 hours. Cooker #1 is a large, sealed boiler. The meal is placed into it at a ratio of one-third meal to two-thirds water. Cooker #1 has two indicators – one for temperature (which needs to be above 105ºC) and one for pH value. The product is liquefied and boiled until it reaches a pH of 7. At this point nitric acid is added until the pH value drops to 5.

3.	Saccharification . The mash from the cooker is then cooled and the secondary enzyme (gluco- amylase) is added to convert the liquefied starch to fermentable sugars (dextrose).

4.	Fermentation . Yeast is added to the mash to ferment the sugars to ethanol and carbon dioxide until it is fully fermented and leaves cooker #1. At this stage, the temperature first needs to drop to 35ºC. Once this temperature is reached, the product is moved to cooker #2, which is another large cooker. The product is left to ferment at 35ºC for seven days. At the end of seven days, the sediment is filtered out.

5.	Distillation . The fermented mash, similar to beer, contains about 10% alcohol plus all the non- fermentable solids from the meal and yeast cells. The mash is pumped to the continuous flow, multi- column distiller, where the alcohol is removed from the solids and the water. The alcohol leaves the top of the final column at about 96% strength, and the residue mash, called stillage, is transferred from the base of the column to the co-product processing area. The product is now cooked in the distiller until 50% to 60% of the water has evaporated. At the end of this process, the product has become 60% ethanol (40% water).

6.	Dehydration . The alcohol from the top of the column passes through a dehydrator, where the remaining water will be removed. The alcohol product at this stage is called anhydrous ethanol (pure, without water) and is approximately 200 proof. Once the dehydration process is complete, the resulting product will be a minimum of 95% ethanol, which is sufficient for use as a blend for automobile gas.

The entire system looks like a small business wine making system, and everything can be fit into a standard garage-sized space. Our proposed ethanol refinery system can be built entirely with in-house expertise and resources, without any special maintenance or reconstruction. Our ethanol refinery products can be built to be a variety of sizes to fit various requirements by simply adding more cookers. Our standard enthanol system is a 100L model that can generate 50 litres of 95% pure ethanol.

Research and Development

Although we believe that the Company's technology is not the most advanced in the ethanol refinery area available on the market today, our products are inexpensive and are fit for Chinese farmers’ requirements. The Company will continue to upgrade and refine its existing technologies. During the next twelve months, the Company will continue to focus on enhancing its refinery speed, its purity of product and reducing costs.

Present Stage of Development

All related technologies were acquired from our Chief Technology Officer and one of our directors, Haiming Zhang, at no cost. Mr. Zhang has completed a prototype of our ethanol refinery system. The volume of our system’s production is in direct proportion to the numbers of cookers purchased and configured. Thus our systems can be as large or small as a user requires. We have not yet completed the development of our ethanol refinery technology. We believe our products will be commercially available by the end of September 2007.

To remain competitive in the ethanol refinery industry, we will continue developing and improving our core technology. Currently the standard system takes about nine days to finish one complete process, and our current goal is make the system work one-third faster, or about six days, which requires us to test various kinds of additives. The costs of our research and development activities are not borne by customers since we will not have customers until the completion of the marketing and development of our ethanol refinery system. We will either raise more funds from investors or borrow from existing directors to cover our projected research and development expenses. Our directors and officers have agreed to contribute up to $50,000 in additional funds before we seek further financing through a private placement.

Our Chief Technology Officer and one of our directors, Mr. Haiming Zhang, was a former engineer at Hengli Chemical Factory, located in Hangzhou, where he invented our ethanol refinery system. It is estimated that the cost of manufacturing the system will be less than 50,000 Chinese Yuan (approximately USD$6,000). Users can purchase more cookers to increase the system’s output.

We are still conducting research to reduce the costs of each system with the goal of making the units more affordable for individual farmers.

Manufacturing, Service & Support

Our proposed ethanol refinery system can be built entirely with in-house expertise and resources, without any special maintenance or reconstruction. Our ethanol refinery products can be built to be a variety of sizes to fit various requirements, basically depending upon the number of cookers configured with the system.

All of the materials and parts related to the ethanol refinery system are available through the public marketplace.

Once we receive orders, we will contract with OEM manufacturers to produce these for us at pre-negotiated prices. (OEM: “ Original Equipment Manufacturer” means the manufacturer replicates our product for us with our brand and we will then sell the products ourselves.) Typically the order will be shipped within five business days.

Manufacture of our ethanol refinery system doesn’t require any special facilities or equipment. It is easy for machinery manufacturers to assemble our product by following our instructions.

Our directors have contacted several machinery manufacturers, who have shown interest in working with us. We will look for OEM manufacturers either by direct communication or advertisement. We plan to pursue this further upon commercialization of our product.

We will employ local representatives to be part of our sales and technical support team. If a user has any difficulties, our representatives will be on-site for assistance, free of charge for the initial call and at pre-established rates thereafter.

Key Success Factors

Strategic

Our goal is for our ethanol refinery system to become a leading product in the Chinese marketplace. In order to achieve our goal, we intend to increase awareness of our products with potential customers, generally anticipated to be farmers. We intend to do this by engaging in the following:

Attending Agriculture Meetings, Promotional Events and Conferences : We plan to attend a number of events attended by agriculture-related institutions in order to further expose our products. These events will include agricultural products and technology trade meetings and promotional events that are attended by agriculture-related institutions and related seminars and conferences.
Developing Direct Marketing Programs to Attract Farmers : In addition to attending the foregoing conferences and seminars, we intend to market directly to farmers. Initially we will seek to contact farmers in eastern and southern Mainland China, because these farmers are the wealthiest farmers in China, and they are very interested in diversification, rather than farming only. Our marketing will include conducting seminars and the use of online and traditional advertising media such as newspapers and trade publications.
Promoting through Internet-Based and Traditional Media Advertising : We intend to use Internet- based and traditional media to promote our technology and products directly to farmers.

We intend to develop a network of qualified representatives who will understand how our ethanol refinery system will benefit farmers. Initially, we hope to include at least one professional in the southeast of China. We will build our network through a direct marketing program and through word-of-mouth. To ensure that our customers receive high quality products, we will implement a follow-up program to seek feedback from all farmers purchasing our ethanol refinery system.

Our anticipated costs to implement the strategy for the next 12 months are estimated as follows:

travel - $4,000
marketing - $2,000

We will obtain funds to cover these costs by private equity fundraising or shareholders' loans. We anticipate that the Company will begin to receive revenues from the sale of our ethanol refinery systems to farmers before the end of December 2008.

Skilled Management Team

We intend to expand our current management to retain skilled directors, officers and employees with experience relevant to our business focus. Our current management team is highly skilled in technical areas such as researching and developing our technologies, but not skilled in areas such as marketing. Obtaining the assistance of individuals with an in-depth knowledge of markets will allow us to build market share more effectively.

Competition

We are not aware of any companies that are marketing similar ethanol refinery systems to farmers in China. The existing ethanol refinery systems are only affordable by chemical factories and not by Chinese farmers because the size of the products and the financial investment required to purchase and install these large systems is prohibitive to the average farmer.

The technologies we are currently using are commonly used and are available to the public. We are in the process of researching patent rights, and at present we are not aware of anyone in China having any patents, trademarks and/or copyright protection for the technologies and any proprietary rights to these technologies. We believe that the ethanol refinery system developed by us should be protected. In order to protect our products we plan to apply for patent protection and/or copyright protection in the United States, China and other jurisdictions, and we will require purchasers of our products to enter into non-disclosure agreements with us.

Marketing Plan

Through their past and current employment in the chemical and agriculture industry in China, our directors have developed business contacts and an in-depth understanding of business practices and

customs in these industries. They intend to actively promote interest in the eastern and southern mainland villages of China. In addition, we intend to promote our ethanol system through traditional advertising and promotional media, such as newspaper and trade publications, as well as advanced media, to effect maximum exposure and penetration in the farmers’ marketplace. We also plan to do a demonstration show in various villages.

Brand Equity

We have selected the name of our company in an attempt to establish our brand name. Advertising

We intend to develop our website as one medium to promote our ethanol refinery system. We also intend to market our ethanol refinery system by placing advertisements in newspapers and magazines.

We intend to produce promotional material for direct marketing. However, if we are unable to complete the development of our ethanol refinery system, or if we are unable to sell our ethanol refinery system, we may go out of business.

We will be dependent on representatives for the sale of our ethanol refinery system. Currently we do not have any distribution representatives.

Even if we do have representatives, we may not be able to deliver any products to the user in a timely manner and these representatives may not be able to sell our products in volumes anticipated by us. Customer Service

Our customers will receive one free on-site technical support call that can be used for initial installation and instruction. Subsequently we will charge 200 RMB per hour for service calls.

Legal

We have not obtained any copyrights, patents or trademarks in respect of our ethanol refinery system, which is currently undergoing research and development. We intend to obtain all necessary copyrights, patents or trademarks, as applicable, in the United States and China, when we are in a financial position to do so. We have not entered into any licensing, franchise, concession or royalty agreements in respect of our proposed ethanol refinery system. At present, we have non-disclosure agreements with our employees to protect our technology.

Employees

Our President (Principal Executive Officer) and director, Mr. Min Ge, our director Mr. Jose Castro and our Chief Technology Officer and director Mr. Haiming Zhang are the only employees of the company. They handle all of the responsibilities in the area of corporate administration, business development and research.

Government Regulation and Supervision

We are subject to the laws and regulations of those jurisdictions in which we plan to sell our ethanol refinery system that are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the sale of our ethanol refinery system in China is not subject to special regulatory and/or supervisory requirements.

MANAGEMENT DISCUSSION & ANALYSIS & PLAN OF OPERATIONS

Since we have only recently begun development of our ethanol refinery system and have not generated any revenue, our independent auditors have issued an opinion about our ability to continue as a going concern in connection with our audited financial statements for the period from our inception on May 8, 2006 to June 30, 2006. This means that our auditors believe there is doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have generated minimal revenues and no revenues are anticipated unless and until we complete the development and marketing of our proposed ethanol refinery system. Accordingly, we must raise cash from sources other than the sale of our products. Our only other source for cash at this time is equity investments by others in our company. Our accumulated deficit is $5,000 as of June 30, 2006. The discussion below provides an overview of our operations, discusses our results of operations, our plan of operations, our liquidity and capital resources.

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this registration statement. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this prospectus, particularly in the section entitled "Risk Factors".

Our primary objective in the next twelve months will be to complete development of our proposed ethanol refinery system, establish our marketing plan, commence an advertising campaign for our proposed ethanol refinery system, and employ our first sales force for direct sales of our proposed products in China.

Since our incorporation on May 8, 2006, we have taken active steps to implement our business plan. In March 2005, we began the development of our ethanol refinery system. Our Chief Technology Officer and one of our directors, Haiming Zhang, has completed several experiments of key components that will form the basis of our proposed ethanol refinery system.

We anticipate that, in time, the primary source of revenue for our business model will be the sale of our proposed ethanol refinery system. We also anticipate that we may receive compensation for professional services such as customized design and development of the ethanol refinery system. Currently, we do not have any customers, as our ethanol refinery system is not yet fully developed.

In our management’s opinion, we need to achieve the following events or milestones in the next twelve months:

Enhance our core technology that will further the marketability of our products; and
Establish customer relationships in China once our proposed ethanol refinery system is fully developed.

In order to reach these milestones, we will do the following:

1.	Develop a demonstration of our ethanol refinery system by March 31, 2007. This will allow users to see the results of the ethanol refinery technology and determine its effectiveness. We estimate that this will cost a total of $4,000.

2.	Develop the completed commercial version of our proposed ethanol refinery system by September 30, 2007. This system will be marketed to potential customers in China. We estimate that the remaining cost for completion of the ethanol refinery system development is approximately $4,000

3.	Commence a marketing campaign for our ethanol refinery system following its development, which will be by the end of September 2007. We estimate that we will need $6,000 to implement our marketing and advertising campaign.

Furthermore, in our management’s opinion, we can expect to incur the following expenses to fund our plan of operation for the next twelve months:

Audit fees, which consist primarily of accounting and auditing fees for the year-end audit. We estimate that our audit fees for the next twelve months will be approximately $4,000;
Bank charges, which consist primarily of charges by our bank for processing transactions through our checking account. We estimate that our bank charges for the next twelve months will be approximately $100;
Legal and organizational fees, which consist primarily of legal fees paid by us regarding securities advice and organizing the company. We estimate that our legal and organizational fees for the next twelve months will be approximately $10,000; and
Other operating expenses, which consist primarily of the expenses incurred for further development of our proposed ethanol refinery system; for the advertising campaign for our proposed ethanol refinery system, and other administrative expenses. We estimate that our other operating expenses for the next twelve months will be approximately $30,000.

Purchase or Sale of Equipment

We do not expect to purchase or sell any plant or significant equipment. We will lease warehouse space as needed for the development of our system.

Liquidity and Capital Resources

At September 30, 2006, we had $45,000 in cash. We anticipate that our total operating expenses will be approximately $54,000 for the next twelve months. This includes our estimated expenses as follows:

$4,000 for the development of our demonstration ethanol refinery system;
$4,000 to complete the development of our commercial version of our ethanol refinery system
$6,000 to commence our advertising and marketing campaign;
$4,000 for our audit fees over the next twelve months;
$10,000 for our legal and organization fees over the next twelve months; and
$26,000 for other operating expenses not included above.

In the opinion of our management, funds currently available will probably satisfy our working capital requirements up to April 2007. We will raise additional capital to continue our operations thereafter. We will obtain additional funding by borrowing from our directors and officers and through a private placement. Our directors and officers have agreed to contribute, prior to seeking financing by private placement, up to $50,000 as loans without interest when the Company requires additional funding. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to expand our operations may be adversely affected.

Personnel

Mr. Min Ge, our President (Principal Executive Officer), Treasurer (Principal Accounting Officer) and Principal Financial Officer, Director, Mr. Haiming Zhang, our Chief Technology Officer and Director and Mr. Jose Castro, our Director, are currently each working approximately 10 to 20 hours per week to meet our needs. As demand requires, Mr. Ge, Mr. Zhang and Mr. Castro will devote additional time. We currently have no other employees. We expect that we will only increase our number of employees by one person during the next twelve months.

PROPERTY

BioEnergy currently shares office space located at 3702 South Virginia Street, #G12-401, Reno, Nevada 89502-6030. Our director, Haiming Zhang, provides these facilities to us at no charge. Since August 1, 2006, we have also used office space located at 12-303 Binjiangxincheng, Hangzhou, Zhejiang, China. Our director, Mr. Haiming Zhang, also provides these facilities to us at no charge.

MANAGEMENT

Directors and Executive Officers of BioEnergy

All directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. The officers of our company are appointed by our Board of Directors and hold office until their death, resignation or removal from office.

Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name	Position Held with the Company	Age	Date First Elected or Appointed
Min Ge	Director, President (Principal Executive Officer), Treasurer (Principal Accounting Officer), Principal Financial Officer and Secretary	29	May 8, 2006
Haiming Zhang	Director and Chief Technology Officer	51	May 8, 2006
Jose Castro	Director	33	May 8, 2006

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee, indicating the principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Min Ge, Director, President (Principal Executive Officer), Treasurer (Principal Accounting Officer) and Principal Financial Officer

Mr. Ge has served as our President (Principal Executive Officer), Treasurer (Principal Accounting Officer) and Principal Financial Officer and as one of our directors since May 8, 2006. Since 1999, Mr. Ge has worked as manager for Jindian Marketing Ltd. of Hangzhou China. He holds a Bachelors degree from Zhejiang University in Hangzhou, China.

Jose Castro, Director

Mr. Castro has served as one of our directors since May 8, 2006. Since 1999, Mr. Castro has worked as an independent venture capital investor. He invested and has worked as a deputy manager of Shuanglu Battery Co., Ltd. located in China, since 2001. He also invested Yudu foods Co., Ltd. in China. In 2003

Haiming Zhang, Director and Chief Technology Officer

Mr. Zhang has served as our Chief Technical Officer and as one of our directors since May 8, 2006. Since 1985, Mr. Zhang has worked as research associate and engineerer for Hangzhou Runming Chemicial Company in Hangzhou China. He holds a Bachelor degree from Wuhan University in Wuhan, China.

Committees of the Board

We do not have an audit or compensation committee at this time.

Family Relationships

There are no family relationships between any director or executive officer.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4.	being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Conflict of Interest

None of our officers or directors will be subject to a conflict of interest.

EXECUTIVE COMPENSATION

The following table summarizes the compensation of our President (Principal Executive Officer) as well as any officer or director who received annual compensation in excess of $100,000 during the period from May 8, 2006 (inception) to June 30, 2006.

SUMMARY COMPENSATION TABLE

		Annual Compensation			Long Term Compensation ⁽¹⁾		Pay- outs
Name and Principal Position	Year	Salary	Bonus	Other Annual Compen- sation ⁽²⁾	Securities Under Options/ SAR's Granted	Restricted Shares or Restricted Share Units	LTIP Pay- outs	All Other Compen- sation
Min Ge Director, President (Principal Executive Officer) , Treasurer (Principal Accounting Officer), Principal Financial Officer and Secretary	2006	Nil	Nil	Nil	Nil	Nil	Nil	Nil

We have not entered into any employment agreement or consulting agreement with our directors and executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

Directors Compensation

We have not reimbursed our directors for expenses incurred in connection with attending board meetings nor have we paid any directors fees or other cash compensation for services rendered as a director in the period ended June 30, 2006.

We have no formal plan for compensating our directors for their services in their capacity as directors. In the future we may grant options to our directors to purchase shares of common stock as determined by our Board of Directors or a compensation committee that may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. The board of directors may award special remuneration to any director undertaking any special services on behalf of BioEnergy other than services ordinarily required of a director. Other than as indicated in this prospectus, no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special assignments.

DISCLOSURE OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

The General Corporate Law of Nevada empowers a company such as BioEnergy incorporated in Nevada, to indemnify its directors and officers under certain circumstances.

Our Certificate of Incorporation and Articles provide that no director or officer shall be personally liable to BioEnergy or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of such director or officer unless such acts or omissions involve material misconduct, fraud or a knowing violation of law, or the payment of dividends in violation of the General Corporate Law of Nevada.

Our Bylaws provide that no officer or director shall be personally liable for any obligations of BioEnergy or for any duties or obligations arising out of any acts or conduct of the officer or director performed for or on behalf of BioEnergy. The Bylaws also state that we will indemnify and hold harmless each person and their heirs and administrators who shall serve at any time hereafter as a director or officer from and against any and all claims, judgments and liabilities to which such persons shall become subject by reason of their having heretofore or hereafter been a director or officer, or by reason of any action alleged to have heretofore or hereafter taken or omitted to have been taken by him or her as a director or officer. We will reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability, including power to defend such persons from all suits or claims as provided for under the provisions of the General Corporate Law of Nevada; provided, however, that no such persons shall be indemnified against, or be reimbursed for, any expense incurred in connection with

any claim or liability arising out of his (or her) own negligence or wilful misconduct. Our Bylaws also provide that we, our directors, officers, employees and agents, will be fully protected in taking any action or making any payment, or in refusing to do so in reliance upon the advice of counsel.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Stockholders

The following table sets forth, as of September 30, 2006, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class ⁽¹⁾
Min Ge	0 common shares	0.0%
Haiming Zhang	625,000 common shares	25.0%
Jose Castro	637,500 common shares	25.5%
Directors and Executive Officers as a Group	1,262,500 common shares	50.5%

⁽¹⁾

Based on 2,500,000 shares of common stock issued and outstanding as of September 30, 2006. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of BioEnergy.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have not been a party to any transaction, proposed transaction, or series of transactions in which the amount involved exceeds $60,000, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.

PLAN OF DISTRIBUTION

The selling stockholders may, from time to time, sell all or a portion of the shares of our common stock in one or more of the following methods described below. Our common stock is not currently listed on any national exchange or electronic quotation system. There is currently no market for our securities and a market may never develop. Because there is currently no public market for our common stock, the selling stockholders will sell their shares of our common stock at a price of $0.02 per share until shares of our common stock are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that we will be able to obtain an OTCBB listing. The shares of common stock may be sold by the selling stockholders by one or more of the following methods, without limitation:

block trades in which the broker or dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker or dealer as principal and resale by the broker or dealer for its account pursuant to this prospectus;
an exchange distribution in accordance with the rules of the exchange;
ordinary brokerage transactions and transactions in which the broker solicits purchasers;
privately negotiated transactions;
a combination of any aforementioned methods of sale; and
any other method permitted pursuant to applicable law.

In effecting sales, brokers and dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from the selling stockholders or, if any of the broker-dealers act as an agent for the purchaser of such shares, from the purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with the selling stockholders to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfil the broker-dealer commitment to the selling stockholders if such broker-dealer is unable to sell the shares on behalf of the selling stockholders. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such resales, the broker-dealer may pay to or receive from the purchasers of the shares, commissions as described above. Before the involvement of any broker-dealer in the offering, such broker-dealer must seek and obtain clearance of the underwriting compensation and arrangements from the NASD Corporate Finance Department.

The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

From time to time, the selling stockholders may pledge their shares of common stock pursuant to the margin provisions of their customer agreements with their brokers. Upon a default by a selling stockholder, the broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the selling stockholders intend to comply with the prospectus delivery requirements, under the Securities Act, by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act, which may be required in the event any selling stockholder defaults under any customer agreement with brokers.

If the selling stockholders enter into an agreement to sell their shares to a broker-dealer as principal and the broker-dealer is acting as an underwriter, and to the extent required under the Securities Act, we will file a post effective amendment to this registration statement to disclose the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction. We will also file the agreement between the selling stockholders and the broker-dealer as an exhibit to this registration statement.

We, and the selling stockholders, will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as the selling stockholders are distribution participants and we, under certain circumstances, may be a distribution participant, Regulation M. All of the foregoing may affect the marketability of the common stock.

All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling stockholders, the purchasers participating in such transaction, or both.

Any shares of common stock covered by this prospectus that qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus. Rule 144 provides that any affiliate or other person who sells restricted securities of an issuer for his own account, or any person who sells restricted or any other securities for the account of an affiliate of the issuer of such securities, shall be deemed not to be engaged in a distribution of such securities and therefore not to be an underwriter thereof within the meaning of Section 2(a)(11) of the Securities Act if all of the conditions of Rule 144 are met. Conditions for sales under Rule 144 include:

1.	adequate current public information with respect to the issuer must be available;

2.	restricted securities must meet a one year hold period, measured from the date of acquisition of the securities from the issuer or from an affiliate of the issuer (because our selling security holders paid the full purchase price for the shares of our common stock covered by this registration statement on May 15, 2006, the shares of our common stock covered by this registration statement have not yet met the one year holding period);

3.	sales of restricted or other securities sold for the account of an affiliate, and sales of restricted securities by a non-affiliate, during any three month period, cannot exceed the greater of (a) 1% of the securities of the class outstanding as shown by the most recent statement of the issuer; or (b) the average weekly trading volume reported on all exchanges and through an automated inter-dealer quotation system for the four weeks preceding the filing of the Notice in Form 144;

4.	the securities must be sold in ordinary "brokers' transactions" within the meaning of section 4(4) of the Securities Act or in transactions directly with a market maker, without solicitation by the selling security holders, and without the payment of any extraordinary commissions or fees;

5.	if the amount of securities to be sold pursuant to Rule 144 during any three month period exceeds 500 shares/units or has an aggregate sale price in excess of $10,000, the selling security holder must file a notice in Form 144 with the Commission.

The current information requirement listed in (1) above, the volume limitations listed in (3) above, the requirement for sale pursuant to broker's transactions listed in (4) above, and the Form 144 notice filing requirement listed in (5) above cease to apply to any restricted securities sold for the account of a non-affiliate if at least two years has elapsed from the date the securities were acquired from the issuer or from an affiliate. These requirements will cease to apply to sales by the selling security holders of the shares of our common stock covered by this registration statement on May 15, 2008.

Transfer Agent and Registrar

We have not yet appointed a stock transfer agent for our securities. We intend to appoint a stock transfer agent before this prospectus becomes effective.

SELLING STOCKHOLDERS

All of the shares of common stock issued are being offered by the selling stockholders listed in the table below. None of the selling stockholders are broker-dealers or affiliated with broker-dealers. We issued the shares of common stock in a private placement transaction exempt from registration under the Securities Act pursuant to Regulation S.

The selling stockholders may offer and sell, from time to time, any or all of their common stock. Because the selling stockholders may offer all or only some portion of the shares of common stock listed in the table, no estimate can be given as to the amount or percentage of these shares of common stock that will be held by the selling stockholders upon termination of the offering.

The following table sets forth certain information regarding the beneficial ownership of shares of common stock by the selling stockholders as of September 30, 2006, and the number of shares of common stock covered by this prospectus. The number of shares in the table represents an estimate of the number of shares of common stock to be offered by the selling stockholders.

Name of Selling Stockholder and Position, Office or Material Relationship with BioEnergy	Number of Shares Owned by Selling Stockholder Before Offering	Percent of Total Issued and Outstanding Shares Owned by Selling Stockholder Before Offering	Total Shares Registered	Number of Shares Owned by Selling Stockholder After Offering ⁽¹⁾ and Percent of Total Issued and Outstanding
				# of Shares	% of Class
Bochun Bai	37,500	.015%	37,500	0	0%
Gang Chen	37,500	.015%	37,500	0	0%
Wei Ding	37,500	.015%	37,500	0	0%
Haibo Du	37,500	.015%	37,500	0	0%
Wei Fan	37,500	.015%	37,500	0	0%
Chao Gao	37,500	.015%	37,500	0	0%
Tao Gu	37,500	.015%	37,500	0	0%
Dong He	37,500	.015%	37,500	0	0%
Hailin Jiang	37,500	.015%	37,500	0	0%
Jinfeng Li	37,500	.015%	37,500	0	0%
Liya Li	37,500	.015%	37,500	0	0%
Zhe Li	37,500	015%	37,500	0	0%
Hui Lin	37,500	.015%	37,500	0	0%
Baohua Liu	37,500	.015%	37,500	0	0%
Min Liu	37,500	.015%	37,500	0	0%
Yanlin Liu	37,500	.015%	37,500	0	0%
Yili Ma	37,500	.015%	37,500	0	0%
Yili Tong	37,500	.015%	37,500	0	0%
Hao Wang	37,500	.015%	37,500	0	0%
Li Wang	37,500	.015%	37,500	0	0%
Yu Wang	37,500	.015%	37,500	0	0%
Yuzhu Wang	37,500	.015%	37,500	0	0%
Xiaodan Wu	37,500	.015%	37,500	0	0%
Baori Xu	37,500	.015%	37,500	0	0%
Huaqian Xu	37,500	.015%	37,500	0	0%
Meina Xu	37,500	.015%	37,500	0	0%
Xiaogang Xue	37,500	.015%	37,500	0	0%
Qinglong Ye	37,500	.015%	37,500	0	0%
Huaqian Zhang	37,500	015%	37,500	0	0%
Linping Zhang	37,500	.015%	37,500	0	0%
Xueyin Zhang	37,500	.015%	37,500	0	0%
Zhengmao Zhu	37,500	.015%	37,500	0	0%
Xiaming Zong	37,500	015%	37,500	0	0%

(1) Assumes all of the shares of common stock offered are sold.

We may require the selling security holders to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading.

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 75,000,000 shares of common stock with a $0.001 par value. As of September 30, 2006, there were 2,500,000 shares of common stock issued and outstanding. All outstanding shares of common stock are fully paid and non-assessable. Each stockholder is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders, including the election of directors.

Each stockholder is entitled to receive the dividends as may be declared by our board of directors out of funds legally available for dividends and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. Our board of directors is not obligated to declare a dividend. Any future dividends will be subject to the discretion of our board of directors and will depend upon, among other things, future earnings, the operating and financial condition of BioEnergy, its capital requirements, general business conditions and other pertinent factors. It is not anticipated that dividends will be paid in the foreseeable future.

Stockholders do not have pre-emptive rights to subscribe for additional shares of common stock if issued by us. There are no conversion, redemption, sinking fund or similar provisions regarding the common stock.

LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholders are an adverse party or have a material interest adverse to us.

LEGAL MATTERS

The validity of the shares of common stock offered by the selling stockholders will be passed upon by the law firm of Fraser and Company LLP of Vancouver, British Columbia.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have engaged Dale Matheson Carr-Hilton LaBonte, Chartered Accountants, to audit our financial statements for the period from our inception on May 8, 2006 to June 30, 2006. There has been no change in the accountants and no disagreements with Dale Matheson Carr-Hilton LaBonte, Chartered Accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope procedure.

EXPERTS

Our financial statements for the period from our inception on May 8, 2006 to June 30, 2006 included in this prospectus and registration statement have been audited by Dale Matheson Carr-Hilton LaBonte, Chartered Accountants, as set forth in their report accompanying the financial statements (which contains an explanatory paragraph regarding our ability to continue as a going concern) and are included in reliance upon the report, given on the authority of the firm, as experts in accounting and auditing.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Currently there is no established public trading market for our common stock. We do not have any common stock subject to outstanding options or warrants to purchase and there are no securities outstanding that are convertible into our common stock. None of our issued and outstanding common stock can be sold pursuant to Rule 144 at this time. We are registering 1,237,500 shares of our common stock under the Securities Act for sale by the selling securities holders. There are currently 35 holders of record of our common stock.

We have not declared any dividends on our common stock since the inception of our company on May 8, 2006. There is no restriction in our Articles of Incorporation and Bylaws that will limit our ability to pay dividends on our common stock. However, we do not anticipate declaring and paying dividends to our shareholders in the near future.

The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. If we establish a trading market for our common stock, our common stock will most likely be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" generally refers to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 to $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

WHERE YOU CAN FIND MORE INFORMATION

We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements. We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at www.sec.gov.

You may also read and copy any materials we file with the Securities and Exchange Commission at the SEC's public reference room at 100 F Street N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms.

We have filed with the Securities and Exchange Commission a registration statement on Form SB-2, under the Securities Act with respect to the securities offered under this prospectus. This prospectus, which forms a part of that registration statement, does not contain all information included in the registration statement. Certain information is omitted and you should refer to the registration statement and its exhibits. With respect to references made in this prospectus to any contract or other document of BioEnergy the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. Our filings and the registration statement can also be reviewed by accessing the SEC's website at www.sec.gov.

No finder, dealer, salesperson or other person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by BioEnergy Inc. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to the date of this prospectus.

FINANCIAL STATEMENTS

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

The following Financial Statements pertaining to BioEnergy are filed as part of this Prospectus:

		Pages
	BioEnergy Inc. (audited)	F-2
	Independent Auditors' Report, dated October 13, 2006	F-3
	Balance Sheet as at June 30, 2006	F-4
	Statement of Operations for the period from inception (May 8, 2006) to June 30, 2006	F-5
	Statement of Stockholders' Equity for the period from inception (May 8, 2006) to June 30, 2006	F-6
	Statement of Cash Flows for the period from inception (May 8, 2006) to June 30, 2006	F-7
	Notes to the Financial Statements.	F-8

BIOENERGY INC.
(A Development Stage Company)

FINANCIAL STATEMENTS

JUNE 30, 2006

(Stated in US Dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BALANCE SHEET

STATEMENT OF OPERATIONS

STATEMENT OF STOCKHOLDERS’ EQUITY

STATEMENT OF CASH FLOWS

NOTES TO THE FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors
of Bioenergy Inc.|
(A Development Stage Company)

We have audited the accompanying balance sheet of Bioenergy Inc. (a development stage company) as of June 30, 2006 and the statements of operations, stockholders’ equity and cash flows for the period from May 8, 2006 (Date of Inception) through June 30, 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 audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 audit provides a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material respects, the financial position of Bioenergy Inc. as of June 30, 2006 and the results of its operations and its cash flows and the changes in stockholders’ equity for the period from May 8, 2006 (date of inception) through June 30, 2006 in accordance with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in the development stage and has losses from operations since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

CHARTERED ACCOUNTANTS

Vancouver, Canada
October 4, 2006

BIOENERGY INC.
(A Development Stage Company)
BALANCE SHEET
(Stated in US Dollars)

		June 30,
		2006




ASSETS

Current
Cash	$	45,000
Prepaid expenses		5,000


Total assets	$	50,000



LIABILITIES AND STOCKHOLDERS' EQUITY

Current
Accounts payable and accrued liabilities	$	4,000

Total current liabilities		4,000

Stockholders' equity
Common stock (Note 3)
Authorized:
75,000,000 common shares, par value $0.001 per share
Issued and outstanding:
2,500,000 common shares		5,000
Additional paid-in capital		45,000
Donated capital (Note 5)		1,000
Deficit accumulated during the development stage		(5,000	)

Total stockholders’ equity		46,000

Total liabilities and stockholders’ equity	$	50,000

The accompanying notes are an integral part of these audited financial statements.

BIOENERGY INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Stated in US Dollars)


		May 8, 2006
		(Date of
		Inception) to
		June 30,
		2006



ADMINISTRATION EXPENSES
Management fees	$	1,000
Professional fees		4,000


Loss for the period	$	(5,000	)

Basic and diluted loss per share	$	(0.01	)

Weighted average number of shares outstanding		2,169,811

The accompanying notes are an integral part of these audited financial statements.

BIOENERGY INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(Stated in US Dollars)

	Common Stock
										Deficit
										Accumulated
					Additional		Donated			During the
					Paid-in		Capital			Development
	Number		Amount		Capital		(Note 5	)		Stage			Total


Balance , May 8, 2006 (Date of
Inception)	-	$	-	$	-	$	-		$	-		$	-

Common stock issued for cash at
$0.02 per share, May 15, 2006	2,500,000		5,000		45,000		-			-			50,000

Donated services	-		-		-		1,000			-			1,000

Loss for the period	-		-		-		-			(5,000	)		(5,000	)

Balance , June 30, 2006	2,500,000	$	5,000	$	45,000	$	1,000		$	(5,000	)	$	46,000

The accompanying notes are an integral part of these audited financial statements.

BIOENERGY INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Stated in US Dollars)


		May 8, 2006
		(Date of
		Inception) to
		June 30,
		2006



CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period	$	(5,000	)

Adjustments to reconcile net loss to net cash used by operating activities
Donated services		1,000
Increase in prepaid expenses		(5,000	)
Increase in accounts payable and accrued liabilities		4,000

Net cash used in operating activities		(5,000	)


CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common shares		50,000

Net cash provided by financing activities		50,000


Increase in cash during the period		45,000

Cash beginning of period		-

Cash end of period	$	45,000
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	-
Income taxes	$	-

The accompanying notes are an integral part of these audited financial statements.

BIOENERGY INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Stated in US Dollars)

JUNE 30, 2006

1.	NATURE AND CONTINUANCE OF OPERATIONS

	The Company was incorporated in the State of Nevada on May 8, 2006. The Company is planning to develop an ethanol refinery system in China. The Company is considered to be a development stage company as it has not generated revenues from operations.

	The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of June 30, 2006, the Company is still in the development stage with respect to its business, has not yet achieved profitable operations and has accumulated a deficit of $5,000 since inception. Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when the come due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

2.	SIGNIFICANT ACCOUNTING POLICIES

	The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may vary from these estimates.

	The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below:

	Organizational and Start-up Costs

	Costs of start-up activities, including organizational costs, are expensed as incurred.

	Financial Instruments

	The carrying value of the Company's financial instruments, consisting of cash and accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of such instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial statements.

	Income Taxes

	The Company has adopted SFAS No. 109 - "Accounting for Income Taxes". SFAS No. 109, requires the use of the asset and liability method of accounting of income taxes. Under the asset and liability method of SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

	Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

BIOENERGY INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Stated in US Dollars)

JUNE 30, 2006

2.	SIGNIFICANT ACOUNTING POLICIES (cont’d…)

	Basic and Diluted Loss per Share

	In accordance with SFAS No. 128 - "Earnings Per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At June 30, 2006, the Company had no stock equivalents that were anti-dilutive and excluded in the loss per share computation.

	Stock-based Compensation

	The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No. 96-18 (“EITF 96-18”). Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.

	The Company has also adopted the provisions of the Financial Accounting Standards Board (“FASB”) Interpretation No.44, Accounting for Certain Transactions Involving Stock Compensation - An Interpretation of Accounting Principals Board (“APB”) Opinion No. 25 (“FIN 44”), which provides guidance as to certain applications of APB 25.

	The Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date.

	Recent Accounting Pronouncements

	In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments- an amendment of FASB Statements No. 133 and 140 , to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities , to permit fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, Accounting for the Impairment or Disposal of Long-Lived Assets , to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. This standard is not expected to have a significant effect on the Company’s future reported financial position or results of operations.

BIOENERGY INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Stated in US Dollars)

JUNE 30, 2006

2.	SIGNIFICANT ACOUNTING POLICIES (cont’d…)

	Recent Accounting Pronouncements (cont’d…)

	In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets , an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities . This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006. This adoption of this statement is not expected to have a significant effect on the Company’s future reported financial position or results of operations.

3.	COMMON STOCK

	On May 15, 2006, the Company issued 2,500,000 shares of common stock at a price of $0.02 per share for total proceeds of $50,000.

	Common shares

	The common shares of the Company are all of the same class, are voting and entitle stockholders to receive dividends. Upon liquidation or wind-up, stockholders are entitled to participate equally with respect to any distribution of net assets or any dividends which may be declared.

	Additional paid-in capital

	The excess of proceeds received for shares of common stock over their par value of $0.001, less share issue costs, is credited to additional paid-in capital.

4.	INCOME TAXES

	The following table summarizes the significant components of the Company’s deferred tax assets:

		2006

Deferred Tax Assets
Non-capital losses carryforward	$	748
Valuation allowance for deferred tax asset		(748	)

Net deferred tax assets	$	-

At June 30, 2006, the Company has accumulated non-capital losses totaling $5,000, which are available to reduce

BIOENERGY INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Stated in US Dollars)

JUNE 30, 2006

4.	INCOME TAXES (cont’d…)

	taxable income in future taxation years. These losses expire beginning 2026. The potential benefit of those losses, if any, has not been recorded in the financial statements as these losses are not likely to be realized.

5.	DONATED CAPITAL

	The Company records transactions of commercial substance with related parties at fair value as determined with management. The Company recognized donated services to directors of the Company for management fees, valued at $500 per month, as follows:

		May 8, 2006
		(Date of
		Inception) to June
		30, 2006


Management fees	$	1,000

Until <>, 2007 (which is 90 days after the effective date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligations 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 24 Indemnification of Directors and Officers.

Nevada corporation law provides that:

a corporation may 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, except an action by or in the right of the corporation, by reason of the fact that he 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 by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he 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 his conduct was unlawful;
a corporation may 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 he 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 amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and
to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.

We may make any discretionary indemnification only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

by our stockholders;
by our Board of Directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion;
if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or
by court order.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of BioEnergy under Nevada law or otherwise, BioEnergy has been advised the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than payment by BioEnergy for expenses incurred or paid by a director, officer or controlling person of BioEnergy in successful defense of any action, suit, or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, BioEnergy 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 of whether such indemnification by it is against public policy in said Act and will be governed by the final adjudication of such issue.

Item 25 Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered hereunder. No expenses shall be borne by the selling stockholders. All of the amounts shown are estimates, except for the SEC Registration Fees.

SEC registration fees	$	2.65
Printing and engraving expenses		1,000.00	⁽¹⁾
Accounting fees and expenses		5,000.00	⁽¹⁾
Legal fees and expenses		25,000.00	⁽¹⁾
Transfer agent and registrar fees		1,000.00	⁽¹⁾
Fees and expenses for qualification under state securities laws		0.00
Miscellaneous		1,000.00	⁽¹⁾
Total	$	33,002.65

⁽¹⁾ We have estimated these amounts

Item 26 Recent Sales of Unregistered Securities - Last Three Years.

On May 15, 2006, we accepted subscription agreements that sold 2,500,000 common shares to the following 35 subscribers at an offering price of $0.02 per share for gross offering proceeds of $50,000. It is an offshore transaction pursuant to Regulation S of the Securities Act. The offering price for the offshore transactions was established on an arbitrary basis. All of the following persons are not U.S. persons, as the term is defined under Regulation S and the sales of our common stock to the following person are made in offshore transactions as the term is defined under Regulation S. No direct selling efforts were made in the United States by the Company, any distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. We are subject to Category 3 of Rule 903 of Regulation S and accordingly we implemented the offering restrictions required by Category 3of Rule 903 of Regulation S by including a legend on all offering materials and documents which stated that the shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons unless the shares are registered under the Securities Act of 1933 , if an exemption from registration requirements of the Securities Act of 1933 is available. The offering materials

and documents also contained a statement that hedging transactions involving the shares may not be conducted unless in compliance with the Securities Act of 1933 .

Name of Stockholder	Residency	Number of Shares Subscribed
Bochun Bai	China	37,500
Jose Castro	China	637,500
Gang Chen	China	37,500
Wei Ding	China	37,500
Haibo Du	China	37,500
Wei Fan	China	37,500
Chao Gao	China	37,500
Tao Gu	China	37,500
Dong He	China	37,500
Hailin Jiang	China	37,500
Jinfeng Li	China	37,500
Liya Li	China	37,500
Zhe Li	China	37,500
Hui Lin	China	37,500
Baohua Liu	China	37,500
Min Liu	China	37,500
Yanlin Liu	China	37,500
Yili Ma	China	37,500
Yili Tong	China	37,500
Hao Wang	China	37,500
Li Wang	China	37,500
Yu Wang	China	37,500
Yuzhu Wang	China	37,500
Xiaodan Wu	China	37,500
Baori Xu	China	37,500
Huaqian Xu	China	37,500
Meina Xu	China	37,500
Xiaogang Xue	China	37,500
Qinglong Ye	China	37,500
Haiming Zhang	China	625,000
Huaqian Zhang	China	37,500
Linping Zhang	China	37,500
Xueyin Zhang	China	37,500
Zhengmao Zhu	China	37,500
Xiaming Zong	China	37,500
Total		2,500,000

Item 27 Exhibits.

The following Exhibits are filed with this Prospectus:

Exhibit
Number	Description
3.1	Our Articles of Incorporation dated May 8, 2006
3.2	Bylaws
4.1	Specimen ordinary share certificate
5.1	Opinion of Fraser & Company LLP regarding the legality of the securities being registered
23.1	Consent of Fraser and Company LLP
23.2	Consent of Dale Matheson Carr-Hilton LaBonte, Chartered Accountants
24.1	Power of Attorney (contained on the signature pages of this registration statement)
99.1	Form of Subscription Agreement between BioEnergy Inc. and each of the following persons:

Name	Amount of Common Shares Purchased
Bochun Bai	37,500
Jose Castro	637,500
Gang Chen	37,500
Wei Ding	37,500
Haibo Du	37,500
Wei Fan	37,500
Chao Gao	37,500
Tao Gu	37,500
Dong He	37,500
Hailin Jiang	37,500
Jinfeng Li	37,500
Liya Li	37,500
Zhe Li	37,500
Hui Lin	37,500
Baohua Liu	37,500
Min Liu	37,500
Yanlin Liu	37,500
Yili Ma	37,500
Yili Tong	37,500
Hao Wang	37,500
Li Wang	37,500
Yu Wang	37,500
Yuzhu Wang	37,500
Xiaodan Wu	37,500
Baori Xu	37,500
Huaqian Xu	37,500
Meina Xu	37,500
Xiaogang Xue	37,500
Qinglong Ye	37,500
Haiming Zhang	625,000
Huaqian Zhang	37,500
Linping Zhang	37,500
Xueyin Zhang	37,500
Zhengmao Zhu	37,500
Xiaming Zong	37,500

Item 28 Undertakings

The undersigned Company hereby undertakes that it will:

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

	(a)	any prospectus required by Section 10(a)(3) of the Securities Act;

	(b)	reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information 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 aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

	(c)	any additional or changed material information with respect to the plan of distribution not previously disclosed in the registration statement;

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

3.	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.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of BioEnergy pursuant to the foregoing provisions, or otherwise, BioEnergy has been advised that in the opinion of the Commission that type of indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against said liabilities (other than the payment by BioEnergy of expenses incurred or paid by a director, officer or controlling person of BioEnergy in the successful defense of any action, suit or proceeding) is asserted by the director, officer or controlling person in connection with the securities being registered, BioEnergy will, unless in the opinion of our 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 Securities Act and will be governed by the final adjudication of the issue.

For purposes of determining any liability under the Securities Act, 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.

SIGNATURES

In accordance with the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Hangzhou, China on October 16, 2006.

BIOENERGY INC.
a Nevada corporation

/s/ Min Ge
By: Min Ge, President (Principal Executive Officer) and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person who signature appears below constitutes and appoints Jose Castro as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signatures	Date

/s/ Min Ge
Min Ge, President (Principal Executive Officer), Treasurer	October 16, 2006
(Principal Accounting Officer), Principal Financial Officer,
Secretary and Director

/s/ Haiming Zhang
Haiming Zhang, Director and Chief Technology Officer	October 16, 2006

/s/ Jose Castro
Jose Castro, Director	October 16, 2006

Exhibit 3.1

ARTICLES OF INCORPORATION

BIOENERGY INC.

KNOW ALL BY THESE PRESENTS:

That the undersigned, desiring to be incorporated as a Corporation in accordance with the laws of the State of Nevada, hereby certifies and adopts the following Articles of Incorporation, the terms whereof have been agreed upon to be equally obligatory upon the party signing this instrument and all others who may from time to time hereafter become members of this Corporation and who may hold stock therein.

ARTICLE I

The name of the Corporation is:

BIOENERGY INC.

ARTICLE II

The name and address of the resident agent of the Corporation is:

BUSINESS FIRST FORMATIONS, INC.
3990 Warren Way
Reno, NV 89509

The principal and branch offices may hereinafter be established at such place or places, either within or without the State of Nevada as may from time to time be determined by the Board of Directors.

ARTICLE III

The nature and purpose of this business shall be to conduct any lawful activity as governed by the laws of the State of Nevada.

ARTICLE IV

The authorized capital stock of this Corporation is 75,000,000 shares of common stock with full voting rights

PAGE 1 OF 5

and with a par value of $0.001 per share.

Pursuant to NRS 78.385 and NRS 78.390, and any successor statutory provisions, the Board of Directors is authorized to adopt a resolution to increase, decrease, add, remove or otherwise alter any current or additional classes or series of this Corporation’s capital stock by a board resolution amending these Articles, in the Board of Directors’ sole discretion for increases or decreases of any class or series of authorized stock where applicable pursuant to NRS 78.207 and any successor statutory provision, or otherwise subject to the approval of the holders of at least a majority of shares having voting rights, either in a special meeting or the next annual meeting of shareholders. Notwithstanding the foregoing, where any shares of any class or series would be materially and adversely affected by such change, shareholder approval by the holders of at least a majority of such adversely affected shares must also be obtained before filing an amendment with the Office of the Secretary of State of Nevada.

The capital stock of this Corporation shall be non-assessable and shall not be subject to assessment to pay the debts of the Corporation.

ARTICLE V

Members of the governing Board shall be known and styled as "Directors" and the number thereof shall be one (1) and may be increased or decreased from time to time pursuant to the Bylaws.

The name and address of the first Board of Directors is as follows:

Hsiang Ling Liu
3702 South Virginia Street, Ste. G12-#401
Reno, NV 89502

The number of members of the Board of Directors shall not be less than one (1) or more than thirteen (13).

The officers of the Corporation shall be a President, Secretary and Treasurer. The Corporation may have such additional officers as may be determined from time to time in accordance with the Bylaws. The officers shall have the powers, perform the duties, and be appointed as may be determined in accordance with the Bylaws and laws of the State of Nevada. Any person may hold two (2) or more offices in this Corporation.

ARTICLE VI

The Corporation shall have perpetual succession by its corporate name and shall have all the powers herein

PAGE 2 OF 5

enumerated or implied herefrom and the powers now provided or which may hereafter be provided by law for corporations in the State of Nevada.

ARTICLE VII

No stockholder shall be liable for the debts of the Corporation beyond the amount that may be due or unpaid upon any share or shares of stock of this Corporation owned by that person.

ARTICLE VIII

Each shareholder entitled to vote at any election for directors shall have the right to vote, in person or by proxy, the number of shares owned by such shareholder for each director to be elected. Shareholders shall not be entitled to cumulative voting rights.

ARTICLE IX

The Directors shall have the powers to make and alter the Bylaws of the Corporation. Bylaws made by the Board of Directors under the powers so conferred may be altered, amended, or repealed by the Board of Directors or by the stockholders at any meeting called and held for that purpose.

ARTICLE X

The Corporation specifically elects not to be governed by NRS 78.411 to NRS 78.444, inclusive, and successor statutory provisions.

ARTICLE XI

The Corporation shall indemnify all directors, officers, employees, and agents to the fullest extent permitted by Nevada law as provided within NRS 78.7502 and NRS 78.751 or any other law then in effect or as it may hereafter be amended.

The Corporation shall indemnify each present and future director, officer, employee or agent of the Corporation who becomes a party or is threatened to be made a party to any suit or proceeding, whether pending, completed or merely threatened, and whether said suit or proceeding is civil, criminal, administrative, investigative, or otherwise, except an action by or in the right of the Corporation, by reason of the fact that he is or

PAGE 3 OF 5

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, but not limited to, attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit, proceeding or settlement, provided such person acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

The expenses of directors, officers, employees or agents of the Corporation incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit, or proceeding, if and only if the director, officer, employee or agent undertakes to repay said expenses to the Corporation if it is ultimately determined by a court of competent jurisdiction, after exhaustion of all appeals therefrom, that he is not entitled to be indemnified by the corporation.

No indemnification shall be applied, and any advancement of expenses to or on behalf of any director, officer, employee or agent must be returned to the Corporation, if a final adjudication establishes that the person's acts or omissions involved a breach of any fiduciary duties, where applicable, intentional misconduct, fraud or a knowing violation of the law which was material to the cause of action.

ARTICLE XII

The name and address of the incorporator of this Corporation is:

BUSINESS FIRST FORMATIONS, INC.
3990 Warren Way
Reno, NV 89509

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation of BIOENERGY INC .

_____________________________________________________________
Megan Hughes, for Business First Formations, Inc.

PAGE 4 OF 5

CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT

IN THE MATTER OF: BIOENERGY INC. (Name of business entity)

I, Megan Hughes, for Business First Formations Inc. , hereby state that on May 5, 2006 , I accepted the appointment as resident agent for the above-named business entity.

The street address of the resident agent in this state is as follows:

Business First Formations, Inc.
3990 Warren Way
Reno, NV 89509

Date: May 5, 2006

___________________________________________________________
Authorized Signature of Resident Agent or Resident Agent Company
Megan Hughes, for Business First Formations, Inc.

Exhibit 3.2
BYLAWS OF
BIOENERGY INC.

ARTICLE I : OFFICES

The principal office for the transaction of business of the Corporation shall be located at such place in the County of Washoe, State of Nevada, as may be designated from time to time by the Board of Directors. Other offices may be established at any time by the Board of Directors at any place or places designated by the Board of Directors.

ARTICLE II : SHAREHOLDERS' MEETINGS

2.1 ANNUAL MEETINGS

The annual meeting of the shareholders shall be held at 10:30 a.m. the 15th day in May of each year, if not a legal holiday, and if a legal holiday, then on the next succeeding day which is a business day, at the principal office of the Corporation, or at such other time, date and place within or without the State of Nevada as may be designated by the Board of Directors and in the notice of such meeting. The business to be transacted at such meeting shall be the election of directors and such other business as may properly be brought before the meeting.

2.2 SPECIAL MEETINGS

Special meetings of the shareholders for any purpose may be called at any time by the President, or by the Board of Directors, or by any two or more members thereof, or by one or more shareholders holding not less than twenty percent (20%) of the voting power of the Corporation. Such meetings shall be held at the principal office of the Corporation or at such other place within or without the State of Nevada as may be designated in the notice of meeting. No business shall be transacted at any special meeting of the shareholders except as is specified in the notice calling for such special meeting.

2.3 NOTICE OF MEETINGS

2.3.1 Notices of meetings, annual or special, to shareholders entitled to vote shall be given in writing and signed by the President or a Vice-President or the Secretary or the Assistant Secretary, or by any other natural person designated by the Board of Directors.

2.3.2 Such notices shall be sent to the shareholder's address appearing on the books of the Corporation, or supplied by him to the Corporation for the purpose of notice, not less than ten (10) nor more than sixty (60) days before such meeting. Such notice shall be deemed delivered, and the time of the notice shall begin to run, upon being deposited in the mail.

2.3.3 Notice of any meeting of shareholders shall specify the place, the day and the hour of the meeting, and in case of a special meeting shall state the purpose(s) for which the meeting is called.

2.3.4 When a meeting is adjourned to another time, date or place, notice of the adjourned meeting need not be given if announced at the meeting at which the adjournment is given.

2.3.5 Any shareholder may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting.

2.3.6 No notice is required for matters handled by the consent of the shareholders pursuant to NRS 78.320.

2.3.7 No notice is required of the annual shareholders meeting, or other notices, if two annual shareholder notices are returned to the corporation undelivered pursuant to NRS 78.370(7) .

2.4 CONSENT TO SHAREHOLDER MEETINGS AND ACTION WITHOUT MEETING

2.4.1 Any meeting is valid wherever held by the written consent of all persons entitled to vote thereat, given either before or after the meeting.

2.4.2 The transactions of any meeting of shareholders, however called and noticed, shall be valid as though if taken at a meeting duly held after regular call and notice if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, signs a written waiver of notice, or consent to the holding of such meeting, or an approval of the minutes thereof.

2.4.3 Any action that could be taken by the vote of shareholders at a meeting, may be taken without a meeting if authorized by the written consent of shareholders holding at least a majority of the voting power (NRS 78.320), and any actions at meetings not regularly called shall be effective subject to the ratification and approval provisions of NRS 78.325.

2.4.4 All such waivers, consents or approvals shall be filed with the corporate records, or made a part of the minutes of the meeting.

2.5 QUORUM

The holders of a majority of the shares entitled to vote thereat, present in person or by proxy, shall constitute a quorum for the transaction of business.

2.6 VOTING RIGHTS

Except as may be otherwise provided in the Corporation’s Articles of Incorporation, Bylaws or by the Laws of the State of Nevada, each shareholder shall be entitled to one (1) vote for each share of voting stock registered in his name on the books of the Corporation, and the affirmative vote of a majority of voting shares represented at a meeting and entitled to vote thereat shall be necessary for the adoption of a motion or for the determination of all questions and business which shall come before the meeting.

2.7 PROXIES

Subject to the limitation of NRS 78.355, every person entitled to vote or to execute consents may do so either in person or by proxy executed by the person or by his duly authorized agent.

ARTICLE III : DIRECTORS – MANAGEMENT

3.1 POWERS

Subject to the limitation of the Articles of Incorporation, of the Bylaws and of the Laws of the State of Nevada as to action to be authorized or approved by the shareholders, all corporate powers shall be exercised by or under authority of, and the business and affairs of this Corporation shall be controlled by, a Board of at least one (1) Director.

3.2 ELECTION AND TENURE OF OFFICE

The number of directors which shall constitute the whole board shall be one (1). The number of directors may from time to time be increased to not less than one (1) nor more than fifteen (15) by action of the Board of Directors. The directors shall be elected at the annual meeting of stockholders and except as provided in Section 3 of this Article, each director elected shall hold office until his successor is elected and qualified. Directors need not be stock holders. A Director need not be a resident of the State of Nevada.

3.3 REMOVAL AND RESIGNATION

3.3.1 Any Director may be removed either with or without cause, as provided by NRS 78.335.

3.3.2 Any Director may resign at any time by giving written notice to the Board of Directors or to the President, or to the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.4 VACANCIES

Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though such action by less than a quorum or by a sole remaining Director shall be adequate, and each Director so elected shall hold office until his successor is elected at an annual meeting of shareholders or at a special meeting called for that purpose. The shareholders may at any time elect a Director to fill any vacancy not filled by the directors.

3.5 PLACE OF MEETINGS AND MEETINGS BY TELEPHONE

Meetings of the Board of Directors may be held at any place within or without the State of Nevada that has been designated by the Board of Directors. In the absence of such designation, meetings shall be held at the principal office of the Corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, and all such Directors shall be deemed to be present in person at the meeting, so long as all Directors participating in the meeting can hear one another.

3.6 ANNUAL ORGANIZATIONAL MEETINGS

The annual organizational meetings of the Board of Directors shall be held immediately following the adjournment of the annual meetings of the shareholders. No notice of such meetings need be given.

3.7 OTHER REGULAR MEETINGS

There shall be no requirement for the Board of Directors to hold regular meetings, other than the annual organizational meeting.

3.8 SPECIAL MEETINGS – NOTICES

3.8.1 Special meetings of the Board of Directors for any purpose shall be called at any time by the President or if he is absent or unable or refuses to act, by any Vice President or by any two Directors.

3.8.2 Written notice of the time and place of special meetings of the Board of Directors shall be delivered personally to each Director or sent to each Director by mail or other form of written communication at least forty-eight (48) hours before the meeting. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place are fixed at the meeting adjourned.

3.9 CONSENT TO DIRECTORS’ MEETINGS AND ACTION WITHOUT MEETING

3.9.1 Any meeting is valid wherever held by the written consent of all persons entitled to vote thereat, given either before or after the meeting.

3.9.2 The transactions of any meetings of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if all the Directors are present, or if a quorum is present and either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes thereof.

3.9.3 Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors.

3.9.4 All such waivers, consents, or approvals shall be filed with the Corporate records or made part of the minutes of the meeting.

3.10 QUORUM AND VOTING RIGHTS

So long as the Board of Directors is composed of one or two Directors, one of the authorized number of Directors constitutes a quorum for the transaction of business. If there are three or more Directors, a majority thereof shall constitute a quorum. Except as may be otherwise provided in the Corporation’s Articles of Incorporation, Bylaws or by the Laws of the State of Nevada, the affirmative vote of a majority of Directors represented at a meeting and entitled to vote thereat shall be necessary for the adoption of a motion or resolution or for the determination of all questions and business which shall come before the meeting.

3.1 1 COMPENSATION

Directors may receive such reasonable compensation for their services as Directors and such reimbursement for expenses incurred in attending meetings as may be fixed from time to

time by resolution of the Board of Directors. No such payment shall preclude a Director from serving in any other capacity and receiving compensation therefor.

ARTICLE IV : OFFICERS

4.1 OFFICERS

The Board of Directors shall appoint a President, a Secretary and a Treasurer. The Board of Directors, in their discretion, may also appoint a Chair of the Board, a Chief Executive Officer, a Chief Financial Officer, one or more Vice Presidents and such other officers and assistant officers as they shall from time to time deem proper. Any two or more offices may be held by the same person. The Board may choose not to fill any of the other officer positions for any period.

4.2 APPOINTMENT AND TERM OF OFFICE

The officers of the corporation shall be appointed by the Board of Directors at the first meeting of the Directors. If the appointment of officers shall not be held at such meeting, such appointment shall be held as soon thereafter as conveniently may be. Each officer shall hold office until a successor shall have been duly appointed and qualified or until the officer's death or until the officer resigns or is removed in the manner hereinafter provided.

4.3 REMOVAL

Any officer or agent appointed by the Board of Directors may be removed by the Board of Directors at any time with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

4.4 VACANCIES

A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors.

4.5 CHAIR OF THE BOARD

The Chair of the Board, if there be such an office, shall, if present, preside at all meetings of the Board of Directors and meetings of the shareholders, and exercise and perform such other powers and duties as may be from time to time assigned to the Chair by the Board of Directors. In the event that there is no Chair of the Board designated or present, the Secretary of the Board of Directors shall preside over the meeting, or if there is no Secretary of the Board of Directors designated or present at the meeting, the Directors present at any meeting of the Board of Directors shall designate a Director of their choosing to serve as temporary chair to preside over the meeting.

4.6 CHIEF EXECUTIVE OFFICER

Subject to the control of the board of directors and such supervisory powers, if any, as may be given by the Board of Directors to another person or persons, the powers and duties of the Chief Executive Officer shall be:

	(a)	To act as the general manager and, subject to the control of the Board of Directors, to have general supervision, direction and control of the business and affairs of the Corporation;

	(b)	To see that all orders and resolutions of the Board of Directors are carried into effect;

	(c)	To maintain records of and, whenever necessary, certify all proceedings of the Board of Directors and the shareholders; and

	(d)	To affix the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board of Directors or which, in the judgment of the Chief Executive Officer, should be executed on behalf of the Corporation; to sign certificates for the Corporation's shares; and, subject to the direction of the Board of Directors, to have general charge of the property of the Corporation and to supervise and control all officers, agents and employees of the corporation.

4.7 CHIEF FINANCIAL OFFICER OR TREASURER

Subject to the control of the Board of Directors and such supervisory powers, if any, as may be given by the Board of Directors to another person or persons, the powers and duties of the Chief Financial Officer or Treasurer shall be:

	(a)	To keep accurate financial records for the Corporation;

	(b)	To deposit all money, drafts and checks in the name of and to the credit of the Corporation in the banks and depositories designated by the board of directors;

	(c)	To endorse for deposit all notes, checks, drafts received by the Corporation as ordered by the Board of Directors, making proper vouchers therefore;

	(d)	To disburse corporate funds and issue checks and drafts in the name of the Corporation, as ordered by the Board of Directors;

	(e)	To render to the Chief Executive Officer and the Board of Directors, whenever requested, an account of all transactions by the Chief Financial Officer and the financial condition of the Corporation; and

	(f)	To perform all other duties prescribed by the Board of Directors or the Chief Executive Officer.

4.8 PRESIDENT

Unless otherwise determined by the Board of Directors, the President shall be the Chief Executive Officer of the Corporation. If an officer other than the President is designated as the Chief Executive Officer, the President shall perform such duties as may from time to time be assigned by the Board of Directors. The President shall have the duty to call meetings of the shareholders or Board of Directors, as set forth in Section 3.8.1, above, to be held at such times

and, subject to the limitations prescribed by law or by these Bylaws, at such places as the President shall deem proper.

4.9 VICE PRESIDENTS

In the absence of the President or in the event of the President's death, inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order designated at the time of their appointment, or in the absence of any designation then in the order of their appointment) 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; and shall perform such other duties as from time to time may be assigned to the Vice President by the President or by the Board of Directors. In the event there are no Vice Presidents, the Board of Directors may designate a member of the Board of Directors or another officer of the Corporation to serve in such capacity until a new President is appointed.

4.10 SECRETARY

The Secretary shall: (a) prepare the minutes of the shareholders' and Board of Directors' meetings and keep them in one or more books provided for that purpose; (b) authenticate such records of the Corporation as shall from time to time be required; (c) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (d) be custodian of the corporate records and of the corporate seal, if any, and see that the seal of the Corporation, if any, is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (e) keep a register of the post office address of each shareholder; (f) if requested, sign with the President certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the Corporation; and (h) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chief Executive Officer or the Board of Directors.

4.11 DELEGATION OF AUTHORITY

The Board of Directors may from time to time delegate the powers of any officer to any other officer or agent, notwithstanding any provision hereof, except as may be prohibited by law.

4.12 COMPENSATION

Officers shall be awarded such reasonable compensation for their services and provisions made for their expenses incurred in attending to and promoting the business of the Corporation as may be fixed from time to time by resolution of the Board of Directors.

ARTICLE V : COMMITTEES

The Board of Directors may appoint and prescribe the duties of an executive committee and such other committees, as it may from time to time deem appropriate. Such committees shall hold office at the pleasure of the Board.

ARTICLE VI : RECORDS AND REPORTS – INSPECTION

6.1 INSPECTION OF BOOKS AND RECORDS

All books and records provided for by Nevada Revised Statutes shall be open to inspection of the directors and shareholders to the extent provided by such statutes. (NRS 78.105) .

6.2 CERTIFICATION AND INSPECTION OF BYLAWS

The original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall be open to inspection by the shareholders of the company in the manner provided by law.

6.3 CHECKS, DRAFTS, ETC.

All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

6.4 ANNUAL REPORT

No annual report to shareholders shall be required; but the Board of Directors may cause to be sent to the shareholders annual or other reports in such form as may be deemed appropriate by the Board of Directors.

ARTICLE VII : AMENDMENTS TO BYLAWS

New Bylaws may be adopted or these Bylaws may be repealed or amended by a vote or the written assent of either shareholders entitled to exercise a majority of the voting power of the Corporation, or by a majority of the number of Directors authorized to conduct the business of the Corporation.

ARTICLE VIII : CORPORATE SEAL

This Corporation shall have the power to adopt and use a common seal or stamp, and to alter the same, at the pleasure of the Board of Directors. The use or nonuse of a seal or stamp, whether or not adopted, shall not be necessary to, nor shall it in any way effect, the legality, validity or enforceability of any corporate action or document (NRS 78.065) .

ARTICLE IX : CERTIFICATES OF STOCK

9.1 FORM

Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby, its number; date of issuance; the number of shares for which it is issued; a statement of the rights, privileges, preferences and restrictions, if any; and statement of liens or restrictions upon transfer or voting, if any; and, if the shares be assessable, or, if assessments are collectible by personal action, a plain statement of such facts.

9.2 EXECUTION

Every certificate for shares must be signed by the President or the Secretary or must be authenticated by facsimile of the signature of the President or Secretary. Before it becomes effective, every certificate for shares authenticated by a facsimile of a signature must be countersigned by an incorporated bank or trust Company, either domestic or foreign as registrar of transfers.

9.3 TRANSFER

Upon surrender to the Secretary or transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by a proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

9.4 LOST OR DESTROYED CERTIFICATES

Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and advertise the same in such manner as the Board of Directors may require and shall, if the Directors so require, give the Corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost or destroyed.

9.5 TRANSFER AGENTS AND REGISTRARS

The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the Corporation may necessitate and the Board of Directors may designate.

9.6 CLOSING STOCK TRANSFER BOOKS

The Board of Directors may close the transfer books in their discretion for a period not exceeding the sixty (60) days preceding any meeting, annual or special, of the shareholders, or the date appointed for the payment of a dividend.

* * * END * * *

CERTIFICATE OF SECRETARY

I, Hsiang Ling Liu, the undersigned, the duly elected and acting Secretary of Bioenergy Inc., do hereby certify that the above and foregoing Bylaws were adopted as the Bylaws of said Corporation on the 15th day of May, 2006 by the Directors of said Corporation.

___________________________________
Hsiang Ling Liu Secretary

Exhibit 4.1

F R A S E R A N D C O M P A N Y LLP

BARRISTERS AND SOLICITORS

Exhibit 5.1

October 18, 2006

BioEnergy Inc.
3702 South Virginia Street, #G12-401
Reno Nevada
89502

Dear Sirs:

Re: Registration Statement on Form SB-2

We have acted as counsel to BioEnergy Inc., a Nevada corporation (the "Company"), in connection with the filing of a Registration Statement on Form SB-2 (the "Registration Statement") with respect to the registration under the Securities Act of 1933, as amended, of 1,237,500 shares of common stock of the Company, par value $0.001 per share (the "Shares") for resale by the selling shareholders listed in the Registration Statements.

We have examined the originals or certified copies of such corporate records, certificates of officers of the Company and/or public officials and such other documents and have made such other factual and legal investigations as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. As a result of our review, subject to the assumptions stated above and relying on the statements of fact contained in the documents we have examined, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.

This opinion letter is limited to the current federal laws of the United States and, to the limited extent set forth above, the Nevada Act, the Constitution of the State of Nevada, and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date of the effectiveness of the Registration Statement by legislative action, judicial decision or otherwise.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement. We hereby consent to the discussion of this legal opinion within the Form SB-2 Registration Statement and any amendments thereof.

Yours truly,

FRASER and COMPANY

/s/ Fraser and Company

Suite 1200-999 West Hastings Street, Vancouver, B.C. V6C 2W2
Tel: (604) 669-5244 Fax: (604) 669-5791 E-mail: fraser@fraserlaw.com

Exhibit 23.1

F R A S E R A N D C O M P A N Y LLP

FRASER AND COMPANY LLP BARRISTERS AND SOLICITORS

October 18, 2006

Re: Legal Consent

We hereby consent to the inclusion of our name in connection with the Form SB-2 Registration Statement filed with the Securities and Exchange Commission as attorney for the registrant, BioEnergy Inc.

Yours truly,

FRASER and COMPANY

Per: /s/ David K. Fraser

David K. Fraser

Suite 1200-999 West Hastings Street, Vancouver, B.C. V6C 2W2
Tel: (604) 669-5244 Fax: (604) 669-5791 E-mail: fraser@fraserlaw.com

October 16, 2006

U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.,
Washington DC 20549

Re: Bioenergy Inc. – Form SB-2 Registration Statement

Dear Sirs:

As independent registered public accountants, we hereby consent to the inclusion or incorporation by reference in this Form SB-2 Registration Statement dated October 16, 2006 of the following:

• Our report to the Stockholders and Board of Directors of Bioenergy Inc. dated October 4, 2006 on the financial statements of the Company as at June 30, 2006 and the statements of operations, changes in stockholders’ equity and cash flows for the period from May 8, 2006 (date of inception) to June 30, 2006.

In addition, we also consent to the reference to our firm included under the heading “Experts” in this Registration Statement.

Yours truly,

“DMCL”

DALE MATHESON CARR-HILTON LABONTE LLP
Chartered Accountants
Vancouver, B.C. CANADA

Exhibit 99.1

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND PROVINCIAL LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.

SUBSCRIPTION AGREEMENT

TO:	BIOENERGY INC. (the "Company")
	ADDRESS IN CHINA
	, China

1. Subscription for Shares

1.1 The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to purchase _______ common shares in the capital of the Company (the "Shares") at a price of US$0.02 per Share (such subscription and agreement to purchase being the "Subscription"), for the total purchase price of US$____________ (the "Subscription Proceeds"), which is tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth herein.

1.2 The Company hereby irrevocably agrees to sell, on the basis of the representations and warranties and subject to the terms and conditions set forth herein, to the Subscriber the Shares.

1.3 Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Company.

2. Payment

2.1 The Subscription Proceeds must accompany this Subscription and shall be paid by cash, cheque or bank draft drawn on a major Canadian or U.S. chartered bank made payable to the Company and delivered to the Company or its lawyers or may be wired directly to either one of them. If the Subscription proceeds are delivered to the Company's lawyers, the Subscriber authorizes the Company's lawyers to deliver the Subscription Proceeds to the Company on the Closing Date.

2.2 The Subscriber acknowledges and agrees that this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be held by the Company's lawyers on behalf of the Company. In the event that this Subscription Agreement is not accepted by the Company for whatever reason within 30 days of the delivery of an executed Subscription Agreement by the Subscriber, this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in this Subscription Agreement.

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2.3 Where the Subscription Proceeds are paid to the Company, the Company is entitled to treat such Subscription Proceeds as an interest free loan to the Company until such time as the Subscription is accepted and the certificates representing the Shares have been issued to the Subscriber.

3. Documents Required from Subscriber

3.1 The Subscriber must complete, sign and return to the Company two (2) executed copies of this Subscription Agreement.

3.2 The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities, stock exchanges and applicable law.

4. Closing

4.1 Closing of the offering of the Shares (the "Closing") shall occur on or before _______________ , 2006 or on such other date as may be determined by the Company (the "Closing Date").

5. Acknowledgements of Subscriber

5.1 The Subscriber acknowledges and agrees that:

	(a)	none of the Shares have been or will be registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with any applicable state and provincial securities laws;

	(b)	the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or to qualify any of the Shares under any state or provincial securities laws;

	(c)	the Subscriber has received and carefully read this Subscription Agreement;

	(d)	the decision to execute this Subscription Agreement and purchase the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;

	(e)	by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Shares pursuant to this Subscription Agreement;

	(f)	the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;

	(g)	the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;

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	(h)	the Subscriber has been advised to consult his own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions and he is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;

	(i)	there is no market for the Shares, no market for the Shares may ever exist and none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system;

	(j)	the Company is a “private issuer” as that term is defined in the Securities Act (British Columbia), and as such, the securities of the Company are subject to restrictions on transfer. Accordingly, the Shares cannot be transferred without the prior consent of the Company’s directors expressed by resolution of the Board, at the sole discretion of the directors;

	(k)	the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation;

	(l)	neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;

	(m)	no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;

	(n)	there is no government or other insurance covering any of the Shares;

	(o)	the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;

	(p)	the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and

	(q)	this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

6. Representations, Warranties and Covenants of the Subscriber

6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:

	(a)	he is not a U.S. Person;

	(b)	he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;

	(c)	he is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page of this Subscription Agreement and the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;

	(d)	he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;

	(e)	he is outside the United States when receiving and executing this Subscription Agreement;

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	(f)	he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;

	(g)	he has made an independent examination and investigation of an investment in the Shares and the Company and has depended on the advice of his legal and financial advisors and agrees that the Company will not be responsible in any way whatsoever for the Subscriber's decision to invest in the Shares and the Company;

	(h)	he (i) has adequate net worth and means of providing for his current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time;

	(i)	he (i) is able to fend for himself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;

	(j)	he understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he shall promptly notify the Company;

	(k)	he has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;

	(l)	he is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;

	(m)	he understands and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;

	(n)	he understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year after the date of original issuance of the Shares (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;

	(o)	he understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act;

	(p)	he understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;

	(q)	if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;

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(r)	he acknowledges that he has not acquired the Shares as a result of, and will not himself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;

(s)	the Subscriber is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and

(t)	no person has made to the Subscriber any written or oral representations:

	(i)	that any person will resell or repurchase any of the Shares;

	(ii)	that any person will refund the purchase price of any of the Shares;

	(iii)	as to the future price or value of any of the Shares; or

	(iv)	that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.

6.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.

7. Representations and Warranties will be Relied Upon by the Company

7.1 The Subscriber acknowledges that the representations and warranties contained herein are made by him with the intention that such representations and warranties may be relied upon by the Company and its legal counsel in determining the Subscriber's eligibility to purchase the Shares under applicable securities legislation, or (if applicable) the eligibility of others on whose behalf he is contracting hereunder to purchase the Shares under applicable securities legislation. The Subscriber further agrees that by accepting delivery of the certificates representing the Shares on the Closing Date, he will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Shares.

8. Resale Restrictions

8.1 The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

9. Acknowledgement and Waiver

9.1 The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the basis of publicly available information. The Subscriber hereby waives, to the fullest extent permitted by law, any

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rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

10. Legending and Registration of Subject Shares

10.1 The Subscriber hereby acknowledges that a legend may be placed on the certificates representing any of the Shares to the effect that the Shares represented by such certificates are subject to a hold period and may not be traded until the expiry of such hold period except as permitted by applicable securities legislation.

10.2 The Subscriber hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Subscription Agreement.

11. Costs

11.1 The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Shares shall be borne by the Subscriber.

12. Governing Law

12.1 This Subscription Agreement is governed by the laws of the State of Nevada. The Subscriber, in its personal or corporate capacity and, if applicable, on behalf of each beneficial purchaser for whom it is acting, irrevocably attorns to the jurisdiction of the State of Nevada.

13. Survival

13.1 This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Shares by the Subscriber pursuant hereto.

14. Assignment

14.1 This Subscription Agreement is not transferable or assignable.

15. Execution

15.1 The Company shall be entitled to rely on delivery by facsimile machine of an executed copy of this Subscription Agreement and acceptance by the Company of such facsimile copy shall be equally effective to create a valid and binding agreement between the Subscriber and the Company in accordance with the terms hereof.

16. Severability

16.1 The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement.

17. Entire Agreement

17.1 Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.

18. Notices

18.1 All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Subscriber shall

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be directed to the address on page 7 and notices to the Company shall be directed to it at ________________________, City of ____________, State of ______________, ________________, Attention: The President.

19. Counterparts

19.1 This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement as of the date first above mentioned.

DELIVERY INSTRUCTIONS

1.	Delivery - please deliver the certificates to:





2.	Registration - registration of the certificates which are to be delivered at closing should be made as follows:


	(name)


	(address)

3.	The undersigned hereby acknowledges that it will deliver to the Company all such additional completed forms in respect of the Subscriber's purchase of the Shares as may be required for filing with the appropriate securities commissions and regulatory authorities.


	(Name of Subscriber – Please type or print)


	(Signature and, if applicable, Office)


	(Address of Subscriber)


	(City, State or Province, Postal Code of Subscriber)


	(Country of Subscriber)

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A C C E P T A N C E

The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by BIOENERGY INC.

DATED at ___________________________________________, the _______ day of __________________, 2006.

BIOENERGY INC.

Per:
	Authorized Signatory