8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
______________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  June 5, 2008

FOUR RIVERS BIOENERGY INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	000-31091	980442163
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRA Employer Identification No.)

P.O. Box 1056 Calvert City, Kentucky	42029
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (270) 282-0943

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction .2. below):

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01  Other Events

On June 5, 2008, Four Rivers BioEnergy Inc. (“Four Rivers” or “the Company”), entered into a letter of intent to acquire the assets of Midwest Renewable Energy, LLC, (“MRE”), including the existing ethanol plant at Sutherland, Nebraska, which has a current operating capacity of approximately 28 million gallons per year (“mgpy”) and the partially constructed Phase II expansion project, which is expected to have an operating capacity of an additional 42.5 mgpy when construction is complete.

The acquisition terms will include arrangements to re-work the terms and security interest terms and liens of a certain amount of bank debt, equipment leasing, asset financing, trade payables and construction expenses currently about $29 million, which will then be assumed by Four Rivers, conversion of approximately $11 million of member/non member debt into redeemable, convertible dividend bearing preferred stock of the Company, and issuance of approximately $10 million of common stock of the Company.  The Company may be required to issue $17 million of additional common stock of the Company, at the earlier of the Phase II expansion project meeting certain performance targets in the future or 15 months following Completion of the acquisition.  The Company may offer to repay up to $4 million in the member/non member debt to reduce the amount of preferred stock to be issued.  The Company will complete the construction of the Phase II expansion, which is e stimated to be approximately $21 million.

The Company also will arrange a bridge loan of up to $1.5 million for expenses of MRE, approved by Four Rivers.  The funds will only be made available if the lender standstills have been granted to the Company, and will be secured.  If the transaction is not completed, the funds extended will be due.

MRE will provide certain working capital for the project at closing.

MRE will obtain standstill agreements with a term ending September 2, 2008, with its creditors to permit the negotiations for reworking their obligations.  MRE has also agreed not to negotiate with any other party until September 2, 2008, subject to the bridge loan being made available to MRE, or if earlier, the direct allocation of $21 million for the funding of the completion of the Phase II expansion project.

Although the plant has a Phase III expansion planned, and certain work has been done in contemplation thereof, MRE will have the right to liquidate the assets associated with that phase, but the Company will have the right to pursue the expansion for additional payment in stock.

The acquisition is subject to the performance and completion of business and legal due diligence review of the plant and entering into definitive contractual arrangements with the various parties, and satisfying any regulatory and similar requirements.  The completion of the acquisition also will be subject to having sufficient capital and entry into various financing arrangements.  There can be no assurance that the Company will be able to complete the transaction, including because of its due diligence requirements, entering into a definitive agreement and meeting the financing requirements.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

99.1

Press release dated June 5, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 5, 2008	FOUR RIVERS BIOENERGY INC.
	By:	/s/ Martin Thorp
		Name: Martin Thorp
		Title: Chief Financial Officer

EX-99

Exhibit 99.1

Press Release 5, June 2008, 11:30am EST

4Rivers BioEnergy Inc. Announces Acquisition of the assets of Midwest Renewable Fuels LLC

Calvert City, Kentucky; June 5, 2008 4Rivers BioEnergy Inc. (OTCBB: FRBE) (“4Rivers'' or ”the Company'') is pleased to announce that it has reached a preliminary agreement under a letter of intent to acquire the existing business and assets of Midwest Renewable Energy LLC (“MRE”) together with the Phase II expansion project at the site in Sutherland, Nebraska.

Gary Hudson, President and CEO of 4Rivers, commented “We are delighted to have reached this initial agreement with the team at MRE. This opportunity meets a number of our acquisition criteria, in particular the ability to expand the existing business, use the excellent logistics of the site and local infrastructure and, with further investment, apply proven technology from other industries, such as corn fractionation and energy generation via gasification or combustion, to optimize the value we create from each kernel of corn that we process. We also intend to use the considerable construction and financial structuring experience we have within the 4Rivers team to maximize the value created from these assets for our shareholders. The quality and experience of the operational team at MRE was also a key consideration for 4Rivers in moving forward with this opportunity. The existing operating plant will give us a production capacity of around 28 million gallons per year and with the c ompletion of the Phase II expansion, this will increase our production capacity to over 70 million gallons.

This is the first of a number of opportunities that 4Rivers has identified as potential acquisition targets and we look forward to informing of further progress as we continue to develop the business.

The 130 million gallons per year bio-energy project at Calvert City is progressing to plan and will be the flagship greenfield opportunity to be developed by 4Rivers in parallel to the acquisition strategy we are currently executing.”

Jim Jandrain, Chairman of MRE commented “The management, members and employees of MRE look forward to working with 4Rivers.   They have talented, experienced individuals that share our vision of how to be successful in today's ethanol world.  4Rivers' focus on logistics and value-added co-products is consistent with MRE's business direction.  In addition, 4Rivers will open the door to new funding sources for completion of our expansion in progress and other aspects of our business model.”                                                                                &nb sp;                  

About 4Rivers

4Rivers is an integrated bioenergy company, focused primarily on bioethanol in the U.S. Its flagship facility at Calvert City, Kentucky is in early design and development, capitalizing upon an extensive permitted site with excellent waterborne logistics. The Company is run by a dedicated team highly experienced in the construction, operation and trading risk management of biofuel and petrochemical plants as well as mergers and acquisitions activity generally. In tandem with the Calvert City development 4Rivers intends to pursue selective acquisitions of undervalued traditional plants to build shareholder value.

To find out more about 4Rivers Bioenergy Inc (OTCBB: FRBE), visit our website at www.riv4ers.com.

The statements in the press release that relate to the Company's expectations with regard to the future impact on the Company's results from acquisitions or actions in development are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements in this document may also contain ``forward-looking statements'' within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, such statements should not be regarded as a representation by the Company, or any other person, that such forward-looking statements will be achieved. Since the information may contain statements that involve risk and uncertainties and are subject to change at any time, the Company's actual results may differ materially from expected results. The Company disclaims any inten tion or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance on such forward-looking statements.

For further information please contact:

Gary Hudson, President and CEO

Tel: +44 161 408 0126 or alternatively +1 270 282 0926

Fax: +1 270 395 0323     

Email: garyhudson@riv4ers.com

Stephen Padgett, Vice President and Executive Director

Tel: +1 270 395 0176

Fax: +1 270 395 0323     

Email: stephenpadgett@riv4ers.com