U.S. 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):

~~December 18~~April 11, ~~2007~~2008

NORTHERN ETHANOL, INC.

(Exact name of small business issuer as specified in its charter)

Delaware

000-51564

34-2033194

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer ID No.)

193 King Street East

Suite 300

Toronto, Ontario, M5A 1J5, Canada

(Address of principal executive offices)

(416) 366-5511

(Issuer’s Telephone Number)

Item 14.0102 ~~Entry~~Non-reliance ~~into~~on previously Issued Financial Statements or a ~~Material~~Related ~~Definitive~~Audit ~~Agreement~~Report or Completed Interim Review

OnFollowing ~~December 18, 2007, we entered into a Purchase and Sale Agreement (~~the ~~“Agreement”)~~recommendation ~~with Praxair, Inc., a Connecticut based Delaware corporation (“Praxair”), to acquire approximately 70 acres~~ of ~~land located in Niagara Falls~~management, NYon ~~(the~~April ~~“Property”)~~9, ~~where we intend to build an ethanol plant. The cost of this property is $5~~2008,~~000,010,~~ ~~payable~~our asaudit ~~follows:~~committee ~~(i)~~concluded anthat ~~earnest~~our ~~money~~consolidated ~~payment~~financial ofstatements ~~Ten~~for ~~Dollars ($10.00) made simultaneously with~~ the ~~execution~~fiscal ofyear ~~the~~ended ~~Agreement;~~December ~~(ii)~~31, ~~a further sum of One Hundred Thousand Dollars ($100~~2006,~~000.00)~~ toand befor ~~paid no later than ninety (90) days after~~ the ~~date of the Agreement~~3-month, ~~or within seventy~~6-~~two~~month ~~(72) hours after our receipt of a fully executed Brownfield Site Cleanup Agreement by~~ and ~~between~~9-month usperiods ~~and~~ended ~~the~~March ~~Commission of the New York State Department of Environmental Conservation in accordance with Article 27~~31, ~~Title 14 of the New York Environmental Conservation Law~~2007, ifJune ~~such receipt occurs sooner; (iii) the sum of Three Million Dollars ($3~~30,~~000,000.00)~~ on2007 ~~Closing,~~and ~~which~~September ~~is to take place on or before June~~ 30, ~~2008~~2007, ~~unless~~should webe ~~elect~~restated toand ~~extend~~therefore ~~the~~no ~~closing~~longer ~~date~~be inrelied ~~the~~upon ~~event~~because ~~various~~of ~~conditions~~errors ~~are~~in ~~not~~such ~~satisfied~~financial bystatements ~~Praxair~~as byaddressed ~~said~~in ~~date;~~Accounting ~~and~~Principles ~~(iv)~~Board ~~the~~Opinion ~~balance~~No. ~~of One Million Nine Hundred Thousand Dollars ($1,900,000~~20.~~00)~~ ~~pursuant~~These toerrors aresulted ~~Secured~~from ~~Promissory~~our ~~Note,~~not ~~secured~~accounting byfor the ~~Property,~~foreign ~~accruing~~currency ~~interest~~translation ~~at the rate~~ of 7%our ~~per~~Canadian ~~annum~~subsidiaries ~~and~~in ~~due~~accordance onwith ~~June~~SFAS ~~1, 2010~~No. A ~~copy of the Agreement is included in this report as Exhibit 10~~52.~~17.~~

The ~~Agreement~~effects isof ~~conditional,~~the ~~among~~restatement ~~other~~on ~~things, upon~~ our ~~obtaining~~consolidated ~~the~~balance ~~consent~~sheet ofas ~~our Board~~ of ~~Directors~~December 31, ~~which~~2006 iswas ~~expected~~ to ~~occur~~decrease ~~within~~property ~~the~~under ~~next~~development ~~week. The~~and ~~Agreement~~equipment isby ~~also~~$12,581, ~~conditional~~decrease ~~upon~~assets ~~our~~under ~~satisfaction~~capital ~~with~~lease ~~various~~by ~~conditions~~$707,627, ~~including~~increase ~~(i)~~the ~~our~~deficit ~~physical~~accumulated ~~inspection~~during of the ~~land;~~development ~~(ii)~~stage ~~environmental~~by ~~testing of the Property’s soil~~$2,543, ~~groundwater~~ and ~~other related environmental testing, in order~~ to ~~allow~~decrease usaccumulated toother ~~obtain~~comprehensive ~~inspection~~income ~~data~~by ~~necessary~~$717,665. toThe ~~qualify~~effects ~~for~~of ~~Governmental~~the ~~Incentive~~restatement ~~Programs~~on ~~described in greater detail below; (iii)~~ our ~~satisfaction~~consolidated ~~that~~income ~~the~~statement ~~Property is suitable~~ for the ~~development~~year ofended anDecember ~~ethanol plant~~31, ~~including~~2006 ~~environmental~~was ~~issues,~~to ~~zoning~~record ~~issues,~~a ~~the~~foreign ~~availability~~exchange ~~and~~loss ~~capacity~~ of ~~services~~$2,536, toincrease ~~the~~depreciation ~~Property~~expense ~~and~~by ~~the~~$7, ~~cost~~and ofincrease ~~obtaining~~ the ~~same;~~net ~~(iv)~~loss ~~the~~by ~~successful~~$2,543. ~~culmination~~The effects of the ~~environmental~~restatement ~~review~~on ~~process~~our inconsolidated ~~accordance~~statement ~~with~~of ~~the~~cash ~~New~~flow ~~York~~for ~~State Environmental Quality Review Act and~~ the ~~availability~~year ofended aDecember ~~building~~31, ~~permit~~2006 ~~for~~was ~~a structure satisfactory~~ to ~~meet~~increase ~~our~~the ~~requirements~~net ~~and~~loss ~~any~~by ~~and all other licenses~~$2, ~~approvals~~543, ~~permits,~~increase ~~consents~~depreciation ~~and~~expense ~~grants~~by as$7, ~~may~~increase bepurchase ~~necessary~~of toproperty ~~allow~~under usdevelopment ~~to build an ethanol plant~~ and ~~ancillary~~equipment ~~buildings~~by ~~on the Property; (v) there being legally and physically unobstructed pedestrian~~$105, ~~vehicular~~ and ~~other~~increase ~~transportation~~effect ~~ingress~~of toexchange ~~and~~rate ~~egress~~changes ~~from~~on ~~the~~cash ~~Property; and (v) the Property being zoned and permission being granted~~ by ~~local~~$2,641. ~~government~~These ~~and~~restatements ~~by the State~~ of ~~New York to allow~~ our ~~proposed~~consolidated ~~use~~balance ofsheet ~~the Property~~ as anof ~~ethanol~~December ~~production~~31, ~~facility. In~~2006 ~~the~~and ~~event~~consolidated ~~these~~income ~~conditions~~statement ~~are~~and ~~not~~consolidated ~~satisfied~~statement orof wecash ~~determine~~flow ~~that~~for ~~any~~the ~~condition~~year isended ~~not~~December ~~reasonably expected to be satisfied prior to Closing~~31, ~~we are obligated to so advise Praxair in writing and thereafter~~2006, ~~either~~will ~~party~~be toreported ~~the~~on ~~Agreement~~our ~~has~~Form ~~the~~10-KSB ~~right~~ to ~~cancel~~be ~~and~~filed ~~terminate~~for the ~~Agreement. If~~year weended ~~terminate~~December ~~the~~31, ~~Agreement due to failure to have these conditions satisfied then we will receive a refund of our deposit together with any interest thereon~~2007.

AsWe ~~a result of our entering into the Agreement we~~ intend to ~~apply~~file ~~for~~amendments ~~acceptance into Governmental Incentives Programs~~ to ~~assist us in the development of~~ our ~~proposed~~quarterly ~~ethanol~~reports ~~plant~~ on ~~the~~Form ~~Property. Praxair~~10-QSB ~~has~~for ~~agreed~~the to3-month, ~~supply~~6-month ~~us with~~ and ~~permit~~9-month usperiods toended ~~utilize~~March ~~required and relevant information related to obtaining such government programs~~31, ~~including~~2007, ~~but~~June ~~not limited to~~30, ~~the January~~ 2007 ~~Phase I Environmental Site Assessment prepared for Praxair by Shaw Environmental~~, ~~Inc.,~~and toSeptember ~~facilitate our application(s) to all Federal~~30, ~~State or Local governmental economic incentive programs~~2007, ~~tax credit programs~~respectively, ~~tax~~when ~~incentive~~we ~~programs,~~have ~~and~~completed ~~grant~~our ~~programs~~determination ~~including,~~of ~~but~~the ~~not~~amount ~~limited~~of ~~to,~~ the ~~New~~restatements ~~York~~necessary ~~State~~to ~~Empire~~ensure ~~Zone~~that ~~Program and~~ the ~~New~~foreign ~~York~~currency ~~State~~translation ~~Brownfield~~of ~~Cleanup~~our ~~Program~~Canadian ~~and~~subsidiaries tofor ~~facilitate~~these ~~our~~periods ~~ability~~was toin ~~obtain~~accordance ~~such~~with ~~governmental~~SFAS ~~approvals~~No. ~~Relevant~~ ~~thereto, on December 19, 2007 we received certification from the Niagara Falls Empire Zone Administrative Board of our December 18, 2007~~ 52.

2Our audit committee has discussed the matters disclosed in this Item 4.02(a) with our independent accountant.

Application for Joint Certification of an Empire Zone Business Enterprise. Praxair has also agreed to provide us with all reasonable authorizations, consents and other documents necessary in its possession or control in order to facilitate our application for the governmental incentives programs and governmental approvals and to make any submissions or applications, at our expense, for rezoning, site plan approvals, minor variances and other matters which may be required in order to allow us to use the Property as an ethanol plant, provided that any such submission and/or changes shall be subject to the sale of the Property to us unless separately agreed in writing by Praxair. Such permissions and consents expire upon termination of the Agreement. 2

The Agreement also provides for the parties to enter into negotiations to complete a Service Agreement whereby Praxair will provide water from its exiting pump house in an amount sufficient to allow us to operate our proposed ethanol plant and ancillary operations, provide easements, right-of-ways and other rights as we may require to utilize Praxair’s river discharge facilities that are adjacent to the Property, as well as to access the Property, utilize the necessary utility services that will be required to operate the proposed ethanol facility and ancillary operations, if permitted, assign to us the rights to utilize the existing CSX Transportation (“CSX”) rail lines, or otherwise assist us in obtaining a new agreement with CSX in order to allow us access to the existing rail lines. The acquisition of the Property is not conditional upon our reaching mutually acceptable terms with Praxair for such Service Agreement. The failure to reach such an agreement could have a materially negative impact on our ability to develop an ethanol plant on the Property. In the event terms of a mutually acceptable Service Agreement are not reached and a relevant agreement executed within ninety (90) days from the date the Agreement was executed, either party to the Agreement has the right to cancel and terminate the Agreement. SIGNATURES

WePursuant ~~have also agreed~~ to ~~enter~~the ~~into~~requirements ~~good~~of ~~faith~~the ~~negotiations~~Securities ~~with~~Exchange ~~Praxair~~Act ~~whereby~~of we1934, ~~will~~the ~~attempt~~registrant tohas ~~reach~~duly ~~mutually~~caused ~~acceptable~~this ~~terms~~report to ~~sell~~be tosigned ~~Praxair~~on ~~CO2~~its ~~produced~~behalf by ~~us from~~ the ~~ethanol~~undersigned ~~fermentation~~hereunto ~~process. However,~~duly ~~the failure to enter into such an agreement in the future will not give rise to any right to invalidate the Agreement~~authorized.

~~This~~Dated: ~~site~~April ~~is adjacent to a major rail line~~11, ~~has~~2008 ~~good~~NORTHERN ~~highway access~~ETHANOL, ~~access to the Great Lakes for shipping purposes and is fully zoned and serviced~~INC. As(Registrant) ofBy: ~~the~~s/Andrew ~~date~~Telsey________________ ofAndrew ~~this Report we are proceeding with the finalization of the business terms incorporating the aforementioned provisions along with other provisions for site services~~Telsey, ~~including steam energy.~~ Secretary

~~Item 9.01. Exhibits.~~3

Number Exhibit

10.17 Agreement of Purchase and Sale with Praxair, Inc. dated December 18, 2007.

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: January 4, 2008 NORTHERN ETHANOL, INC.

(Registrant)

By:__s/Gord Laschinger_______________

Gord Laschinger,

Chief Executive Officer

Filing Compare · NORTHERN ETHANOL, INC.