SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934


Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 
    14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12


                       GREEN PLAINS RENEWABLE ENERGY, INC.
                 -----------------------------------------------
                (Name of Registrant as Specified In Its Charter)


     -----------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
    1) Title of each class of securities to which transaction applies:
    2) Aggregate number of securities to which transaction applies:
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       to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee 
       is calculated and state how it was determined):
    4) Proposed maximum aggregate value of transaction: 
    5) Total fee paid:

[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

    1) Amount Previously Paid:
    2) Form, Schedule or Registration Statement No.:
    3) Filing Party:
    4) Date Filed:


<PAGE>

                       GREEN PLAINS RENEWABLE ENERGY, INC.
                        7945 W. Sahara Avenue, Suite 107
                               Las Vegas, NV 89117
                               Phone: 702.363.9307
                                Fax: 702.631.9308


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                                 March 27, 2006


         NOTICE is hereby given that the Annual Meeting of Stockholders of Green
Plains Renewable Energy, Inc. (the "Company") will be held at the Golden Nugget
Hotel and Casino (702.385.7111) located at 129 Fremont Street, Las Vegas, Nevada
89101, at 9:00 a.m. (local time, Las Vegas) in the Shoal Creek Meeting Room, on
March 27, 2006, for the following purposes:

         1.       To elect five members of the Board of Directors; and

         2.       To transact such other business as may properly come before
                  such meeting or any adjournments thereof.

         The record date for the meeting is the close of business on February
15, 2006 and only the holders of voting securities of the Company on that date
will be entitled to vote at such meeting or any adjournment thereof.

                                             By order of the Board of Directors


                                             /s/ Dan Christensen                
                                             Secretary

F
ebruary 27, 2006
                        Please Return Your Signed Proxy


PLEASE COMPLETE AND PROMPTLY FAX YOUR PROXY TO: 702.631.9308, OR MAIL IT TO OUR
OFFICES IN LAS VEGAS, NEVADA AT THE ADDRESS ABOVE. THIS WILL NOT PREVENT YOU
FROM VOTING IN PERSON AT THE MEETING. IT WILL, HOWEVER, HELP ASSURE A QUORUM AND
AVOID ADDED PROXY SOLICITATION COSTS.


<PAGE>

                                 PROXY STATEMENT


                       GREEN PLAINS RENEWABLE ENERGY, INC.

                        7945 W. Sahara Avenue, Suite 107
                               Las Vegas, NV 89117


                         ANNUAL MEETING OF STOCKHOLDERS

                            To Be Held March 27, 2006



                                  INTRODUCTION

         This Proxy Statement is being furnished to holders of Green Plains
Renewable Energy, Inc. (the "Company") common stock (the "Common Stock" or the
"Shares"), par value $0.001 per share, in connection with the solicitation of
proxies by the Company for use at the Annual Meeting of Stockholders of the
Company (the "Annual Meeting") to be held at the Golden Nugget Hotel and Casino
(702.385.7111) located at 129 Fremont Street, Nevada 89101, at 9:00 a.m. (local
time, Las Vegas) on March 27, 2006, in the Shoal Creek Meeting Room, and at any
adjournment(s) or postponement(s) thereof. This Proxy Statement, the enclosed
Notice and the enclosed form of proxy are being first mailed to stockholders of
the Company on or about March 1, 2006.

VOTING AT THE ANNUAL MEETING

         The Board of Directors of the Company (the "Board") has fixed the close
of business on February 15, 2006, as the record date (the "Record Date") for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting. As of the Record Date, there were outstanding approximately 4,220,990
shares of Common Stock held by approximately 783 holders of record. On the
Record Date there were no Shares of the Company's stock held as treasury stock
by the Company. Holders of record of the Company's Shares on the Record Date are
entitled to cast one vote per Share, exercisable in person or by properly
executed proxy, with respect to each matter to be considered by them at the
Annual Meeting. The presence, in person or by properly executed proxy, of the
holders of a majority of the outstanding Shares is necessary to constitute a
quorum at the Annual Meeting.

         The Shares will be voted in accordance with the instructions indicated
in a properly executed proxy. If no instructions are indicated, such Shares will
be voted as recommended by the Board. If any other matters are properly
presented to the Annual Meeting for action, the person(s) named in the enclosed
form(s) of proxy and acting thereunder will have discretion to vote on such
matters in accordance with their best judgment. Broker non-votes and abstentions
are not treated as votes cast for purposes of any of the matters to be voted on
at the meeting. A stockholder who has given a proxy may revoke it by voting in
person at the meeting, or by giving written notice of revocation or a
later-dated proxy to the Secretary of the Company at any time before the closing
of the polls at the meeting. Any written notice revoking a proxy should be sent
to Green Plains Renewable Energy, Inc., 7945 W. Sahara, Avenue, Suite 107, Las
Vegas, NV 89117, Attention: Mr. Dan Christensen, Secretary.

         At the Company's annual meeting, stockholders will act upon the matters
outlined in the accompanying notice of meeting, including the election of five
directors by the holders of Common Stock. The affirmative vote of a plurality of
the votes cast at the meeting by the holders of the Common Stock is required to
elect each director. The Board recommends that holders of the Shares vote FOR
the approval of election of the directors proposed by the Board.


<PAGE>

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

1. Election of Directors

Board of Directors

         The Company's Board is divided into three classes. One class of
directors is elected at each annual meeting of stockholders for a three-year
term. Each year a different class of directors is elected on a rotating basis.
The terms of Gary Thien, David Hart, and Brent Lorimor were scheduled to expire
at the 2005 annual meeting of stockholders. However, the Company did not hold an
annual meeting of shareholders in 2005 so the terms of these directors will
expire at the 2006 annual meeting of stockholders. The terms of Dan Christensen,
Steve Nicholson, and Robert Vavra expire at the 2006 annual meeting of
stockholders. The terms of Barry Ellsworth, Brian Peterson, and Hersch Patton
expire at the 2007 annual meeting of stockholders. The Bylaws authorize from one
to nine directors, the exact number of which may be determined by resolution of
the Board. At the 2006 annual meeting of stockholder the number of directors
comprising the board of directors will be reduced from nine directors to eight
directors.

         At this meeting two people have been nominated by the Board for
election to the class whose term expires at the 2008 annual meeting and three
people have been nominated by the Board for election to the class whose term
expires at the 2009 annual meeting.

         Unless otherwise specified, proxy votes will be cast for the election
of the nominee as a director. If the nominee should be unavailable for election,
the Board may designate a substitute nominee. It is intended that proxy votes
will be cast for the election of such substitute nominee. Stockholder
nominations of persons for election as directors are subject to the notice
requirements described under the caption "Other Matters" appearing later in this
proxy statement. The affirmative vote of a plurality of the votes cast at the
meeting by the holders of the Shares is required to elect each director.

         The following pages contain information concerning the nominee and the
directors whose terms of office will continue after the meeting. Unless the
context otherwise requires, all references in this Proxy to the "Company" shall
mean Green Plains Renewable Energy, Inc. ("GPRE").

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION AS DIRECTOR OF THE NOMINEES NAMED
HEREIN.


                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       2

<PAGE>

         Set forth below is certain information concerning each of our directors
and executive officers as of February 15, 2006.

                                                                With the Company
       Name                   Age           Position                  Since
       ----                   ---           --------                  -----
Barry Ellsworth               52   President/CEO/Chairman             2004
Dan Christensen               59   Treasurer/Secretary/Director       2004
Gary Thien                    53   Vice President/Director            2004
David A. Hart (1)(2)(3)       52   Director                           2004
Steven Nicholson (1)(2)(3)    79   Director                           2004
Robert D. Vavra (1)           55   Director                           2004
Brent Lorimor (1)             39   Director                           2004
Hersch Patton (2)(3)          60   Director                           2004
Brian Peterson (2)(3)         42   Director                           2005
Allen H. Sievertsen           57   General Manager                    2006
---------------
(1) Member of Audit Committee.
(2) Member of Compensation Committee. 
(3) Member of Nominating Committee.

Business Experience of Management

         The following is a brief description of the business experience and
background of the above-named officers and directors of our Company.

         BARRY A. ELLSWORTH resides in Las Vegas, Nevada. He assumed his present
positions with the Company as CEO/president and as a director on June 29, 2004,
upon the formation of the Company and is responsible for the day to day
operations of the Company. Mr. Ellsworth graduated from Brigham Young University
in 1977, with a BA in Communications. He later attended Cal Western School of
Law in San Diego, CA. For more than a five year period immediately prior to
joining the Company, Mr. Ellsworth acted as the Managing Director of Red Rock
Investment Partners, a financial consulting firm. Earlier, he owned the
financial consulting firm of Ellsworth and Associates. Prior to that, he gained
experience in finance working as a stockbroker at the firms of Prudential-Bache
Securities, Wilson-Davis Securities, and Dean Witter Reynolds. He has been
instrumental in taking companies public and has raised capital for various
concerns.

         DAN E. CHRISTENSEN resides in Salt Lake City, Utah. He assumed his
present positions with the Company as Treasurer, Secretary and as a director on
June 29, 2004, upon the formation of the Company. Mr. Christensen graduated from
Brigham Young University with a Bachelor's Degree in Business in 1969 and
received a Management Administration Degree from the California Savings and Loan
Institute in 1973. He has acted as the CEO of Commercial Mortgage and
Investment, LLC, (CMI), with offices in Midvale, Utah and San Francisco,
California, since 1981. CMI provides mortgage banking services for selected real
estate projects, nationwide, including real estate development projects for his
own account. Mr. Christensen has procured over 3 billion dollars in financing
for numerous real estate development projects over the years, including many of
his own projects.

         GARY THIEN resides in Council Bluffs, Iowa. Mr. Thien has acted as the
Company's Vice president and has been a director of the Company from 2004 to the
present. Gary graduated from Iowa State University in Ames, Iowa in 1974, with a
Bachelor of Science Degree in Agricultural Business. For the past 10 years, Mr.
Thien has owned and operated Thien Farm Management, located in Council Bluffs,
Iowa, which manages approximately 20 thousand acres of farm land in Southwest
Iowa. He is also a real estate broker and has expertise in commodity marketing,
insurance and risk management, budgeting, cash flow analysis, etc. Mr. Thien is
also president of the American Society of Farm Managers and Rural Appraisers.

                                       3

<PAGE>

         DAVID A. HART resides in rural Stanton, Iowa. Dave attended Iowa
Western Community College in Council Bluffs, Iowa, where he studied Farm
Operations and Management. He began farming in 1973. For more than the past five
years, Mr. Hart and his wife Cathy have operated Hart Farms in a 20 mile area
around Stanton. This diversified operation includes: Grain Production, Cattle
Feeding and Backgrounding, Cow/Calf Production, Custom Farming, Grain Hauling,
Custom Spraying, and Seed Sales. Hart Farms plants and harvests approximately
3,000 acres of corn and soybeans. This operation also includes approximately
1,500 acres of hay and pasture. Mr. Hart has served on numerous church and
community boards. He is a member of Stanton Fire and Rescue, having served 8
years as Fire Chief. As a Certified Emergency Medical Technician, Dave also
serves on the Montgomery County 911 board. Other memberships include the
National Cattlemen's Association, Corn and Soybean Associations, and the Farm
Bureau.

         R. STEVEN NICHOLSON resides in Las Vegas, Nevada. Mr. Nicholson served
in the US Navy during WWII from 1942-1946. He graduated with an AB in History
and Philosophy in 1950 from Wesleyan University. He received an MA in Cultural
Anthropology from Syracuse University in 1956 and received a PhD. in the
Sociology of Large Scale Organizations/Japanese and Chinese Cultures from
Michigan State University in 1971. From 1956-1962 Mr. Nicholson was Director of
World Vision Japan. From 1963-1971 he served as the Academic Dean, Lansing
Community College-Michigan; 1971-1973 president, Daily College-Chicago;
1973-1976 president, Southern Nevada Community College, Las Vegas; 1976-1985
president, Mount Hood Community College-Oregon; 1985-1990 president, Oakland
Community College-Michigan; 1990-1992 Chancellor, Higher Colleges of Technology
Abu Dhabi, United Arab Emirates;1992-1994 Christian College Coalition - Oregon;
1994-1999 Senior Fellow for Higher Education-Murdock Charitable Trust Vancouver,
Washington. Mr. Nicholson has served on various other boards throughout the
years, including Mercy Corps International (International Relief and
Development); Pontiac, Michigan Manpower Development Authority; American
Association of Community Colleges, Washington, DC; and the World Affairs Council
- Japan/America Society. From January 1999 to the present, Mr. Nicholson has not
been employed, but has managed his own investments. Mr. Nicholson has also held
the following positions since January 1999: January 1999 to August
2000--Chairman of Mercy Corps International; July 2003 to 2004--member of the
Mercy Corps audit committee; March 1998 to March 2003--member of the board of
directors of Northwest Autism Foundation; and January 1999 to August
2001--Chairman and CEO of Northwest Autism Foundation.

         ROBERT D. VAVRA resides in Shenandoah, Iowa. Mr. Vavra is the Chairman
of our Audit Committee. Robert graduated from Black Hills State University in
Spearfish, South Dakota in 1972 with Bachelor of Science Degrees in Math and
History and graduated from the Graduate School of Banking in Boulder, Colorado
in 1991. Robert has been president and Director of Bank Iowa, since 1996. He has
worked for the same bank since 1986 in the role of a loan officer and executive
vice president. Mr. Vavra has served on a number of community boards, over the
years, which include the Shenandoah Optimist Club, Shenandoah Memorial Hospital
and the Essex Commercial Club. Currently he serves on the Forest Park Manor
Board of directors and serves as a member of the Banking Committee for the
Shenandoah Chamber and Industry Association, Board of Directors.

         BRENT LORIMOR, of rural Farragut, Iowa, was elected to serve as a
director of Green Plains Renewable Energy in November of 2004. Brent graduated
from Northwest Missouri State University in 1988 and taught vocational
agriculture in southeast Iowa for three years before returning home to farm.
Since 1992, Mr. Lorimor has been involved in the family farm operation with his
brother and mother. Lorimor Farming Corporation consists of 2500 acres of corn
and soybeans in Fremont, Page, and Montgomery counties. In addition to the
crops, Lorimor Farming Corporation feeds out over 2000 head of cattle annually.
Brent is the 5th generation to farm land in the area dating back to 1856. Mr.
Lorimor is a member of the Iowa and National Cattlemen's Association, Corn &
Soybean Grower's Association, as well as St. Mary's church in Shenandoah, Iowa.

         HERSCHEL C. PATTON II resides in Salt Lake City, Utah and was elected
to the Board of Directors of Green Pains Renewable Energy, Inc. in November of
2004. Hersch attended the University of Nevada/Reno and graduated from flight
school in 1970. Hersch was a senior captain and pilot for both Western and Delta
Airlines beginning in 1975 until retirement in June 2004. During his tenure as a
captain for Delta, Mr. Patton was involved in the ownership and development of
various successful commercial and residential real estate ventures including the
acquisition and sale of the Jeremy Ranch Golf and Country Club and the
Cottonwood Creek Retail Center. Hersch remains active in real estate and various
other investments.

                                       4

<PAGE>

         BRIAN D. PETERSON resides in Lawton, Iowa. Mr. Peterson is the Chairman
of our Nominating and Compensation Committees. He graduated from Dordt College
in Sioux Center, Iowa in 1986 with a Bachelor of Science Degree in Agricultural
Business. He started farming in 1978 at the age of fourteen. For more than the
past five years he has been principally employed by his farming enterprises. His
grain farm now consists of seven thousand eight hundred row crop acres of corn
and soybeans in Woodbury, Monona, and Sac counties in northwest Iowa. Mr.
Peterson owns and operates a beef feedlot with a capacity of twelve thousand
head in Woodbury County, Iowa. He owns a local grain elevator, a trucking
business, and a construction business. He has worked as a bank inspector and
internal bank auditor. He has been married for eighteen years. He is involved in
various other renewable energy investments.

         ALLEN H. SIEVERTSEN now resides in Shenandoah, Iowa and became our
general manager in February 2006. Mr. Sievertsen has substantial experience in
the ethanol industry. From August 2001 through December 2005, Mr. Sievertsen was
employed as the general manager/construction manager over an ethanol plant owned
by Husker AG, LLC in Plainview, Nebraska. From June 2000 to August 2001, Mr.
Sievertsen was a supervisor at Eaton Corp. where he directed the integration of
a new line of pumps into the Eaton Hydraulics Plant in Spencer, Iowa. He has a
B.S. in general science (chemistry emphasis) from the University of Iowa.

         Our executive officers are elected by the board on an annual basis and
serve at the discretion of the board.

         The Company has adopted a Code of Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer and
other senior financial officers. Our Code of Ethics is posted on the Company's
Web site, which is located at www.gpreethanol.com.

Involvement in Certain Legal Proceedings

         The executive officers and directors of the Company have not been
involved in any material legal proceedings which occurred within the last five
years of any type as described in Regulation S-K.

Board Committees

         We have a standing Audit Committee established in accordance with
section 3(a)(58)(A) of the Exchange Act, a Compensation Committee and a
Nominating Committee.

         The Audit Committee

         The Company's Audit Committee held two meetings during the fiscal year
ending on November 30, 2005. The function of the Audit Committee as detailed in
the Audit Committee Charter is to provide assistance to the Board in fulfilling
their responsibility to the stockholders, potential stockholders, and investment
community relating to corporate accounting, reporting practices of the Company
and the quality and integrity of the financial reports of the Company. In so
doing, it is the responsibility of the Audit Committee to maintain free and open
means of communication between the directors, the independent auditors and
Company management. The Company believes that the members of the Audit Committee
are independent as defined by Rule 4200(a) of NASD's listing standards. The
members of the Audit Committee are Messrs. David A. Hart, Steven Nicholson,
Robert D. Vavra, and Brent Lorimor. Mr. Vavra serves as our Chairman and
financial expert on that committee.

         The Compensation Committee

         The Compensation Committee was organized in November, 2005, near the
end of our November 30, 2005 fiscal year end. As a result, the committee held no
meetings during our last fiscal year. The Compensation Committee establishes a
general compensation policy for the Company and, except as prohibited by
applicable law, may take any and all actions that the Board could take relating
to the compensation of employees, directors and other parties. The members of
the Compensation Committee are Messrs. David A. Hart, Steven Nicholson, Hersch
Patton, and Brian Peterson. Mr. Peterson is Chairman of our Compensation
Committee.

                                       5

<PAGE>

         The Nominating Committee

         The Nominating Committee was organized in November, 2005, near the end
of our November 30, 2005 fiscal year end. As a result, the committee held no
meetings during our last fiscal year. The Nominating Committee's Charter and
Policies are available on the Company's website, which is located at
www.gpreethanol.com. The Company believes that the members of the Nominating
Committee are independent as defined by Rule 4200(a) of NASD's listing
standards. The members of the Nominating Committee are Messrs. David A. Hart,
Steven Nicholson, Hersch Patton, and Brian Peterson. Mr. Peterson is Chairman of
our Nominating Committee.

         The function of the Nominating Committee, as detailed in the Nominating
Committee's Charter, is to recommend to the Board the slate of director nominees
for election to the Board and to identify and recommend candidates to fill
vacancies occurring between annual stockholder meetings. It is the policy of the
Nominating Committee to consider candidates recommended by security holders,
directors, officers and other sources, including, but not limited to,
third-party search firms. Security holders of the Company may submit
recommendations for candidates for the Board. All recommendations shall be
submitted to Brian Peterson at: Address: 1739 Charles Avenue, Lawton, Iowa,
51030; Phone: 712.944.4937; Email: branpete@netins.net. Such submissions should
include the name, contact information, a brief description of the candidate's
business experience and such other information as the person submitting the
recommendation believes is relevant to the evaluation of the candidate. Mr.
Peterson will then pass all such recommendations on to the Nominating Committee
for consideration. For candidates to be considered for election at the next
annual meeting stockholders, the recommendation must be received by the Company
no later than 120 calendar days prior to the date that the Company's proxy
statement is released to security holders in connection with such meeting.

         The Nominating Committee has held meetings since our fiscal year end
and has established certain broad qualifications in order to consider a proposed
candidate for election to the Board. The Nominating Committee has a strong
preference for candidates with prior board of director experience with public
companies. The Nominating Committee will also consider such other factors as it
deems appropriate to assist in developing a board and committees that are
diverse in nature and comprised of experienced and seasoned advisors. These
factors include judgment, skill, diversity (including factors such as race,
gender or experience), integrity, experience with businesses and other
organizations of comparable size, the interplay of the candidate's experience
with the experience of other Board members, and the extent to which the
candidate would be a desirable addition to the Board and any committees of the
Board.

         The Nominating Committee will evaluate whether an incumbent director
should be nominated for re-election to the Board or any committee of the Board
upon expiration of such director's term using the same factors as described
above for other Board candidates and the committee will also take into account
the incumbent director's performance as a Board member. Failure of any incumbent
director to attend at least seventy-five percent (75%) of the Board meetings
held in any calendar year will be viewed negatively by the Nominating Committee
in evaluating the performance of such director.

Board Meetings, Directors' Attendance and Security Holder Communications

         The Board held twelve meetings during the fiscal year ending on
November 30, 2005. There were two actions taken by unanimous consent during this
period. No incumbent director attended fewer than 75 percent of the Board
meetings held or fewer than 75 percent of the committee meetings held by
committees on which an incumbent director served this period. 2004. The
Company's policy is to encourage, but not require, Board members to attend
annual stockholder meetings.

                                       6

<PAGE>

         Security holders who would like to send communications to the Board may
do so by submitting such communications to Barry Ellsworth at: Address: 7945 W.
Sahara Avenue, Suite 107, Las Vegas, NV 89117; Phone:702.363.9307; Email:
b.ellsworth@gpreethanol.com. The Board suggests, but does not require, that such
submissions include the name and contact information of the security holder
making the submission and a description of the matter that is the subject of the
communication. Mr. Ellsworth will then pass such information on to the Board for
review.


Certain Relationships and Related Transactions


         Since our inception, we have engaged in transactions with related
parties.

 
        Sale and Issuance of Common Stock; Promoters

         On July 1, 2004, 550,000 shares of common stock were issued to our two
initial directors and founders for cash payments to the Company. Barry A.
Ellsworth contributed $87,500 to the Company at that time and was issued 350,000
shares of common stock. Mr. Ellsworth paid the purchase price with $50,000 in
cash and $37,500 was paid in consideration for services rendered by Mr.
Ellsworth, for and on behalf of the Company. Dan E. Christensen contributed
$50,000 to the Company and was issued 200,000 shares of common stock. The
average purchase price for these shares was $0.25 per share.

         Messrs. Ellsworth and Christensen were the founders of the Company and
may be considered to be promoters. Other than the stock purchases described in
the prior paragraph, the salary now being paid to Mr. Ellsworth, and possible
future compensatory arrangements as described in "Management," these gentlemen
have not received and are not entitled to receive any assets, services or other
consideration from Green Plains. These gentlemen may receive, however, dividends
on their common stock at the same rate and on the same terms as every other
stockholder of Green Plains.

         On August 26, 2004, Steve Nicholson, a director of the Company, and his
wife purchased 28,000 shares of common stock for $70,000.

         Fagen, Inc.

         Ron Fagen of Fagen, Inc. purchased 100,000 shares in our public
offering through Hawkeye Companies, LLC. We entered into a Lump-Sum Design Build
Contract with Fagen, Inc. The Construction Agreement is dated January 13, 2006,
but it was not executed by the parties until January 22, 2006. Under the
Construction Agreement, Fagen, Inc. will provide all work and services in
connection with the engineering, design, procurement, construction startup,
performances tests, training for the operation and maintenance of the Plant and
provide all material, equipment, tools and labor necessary to complete the Plant
in accordance with the terms of the Construction Agreement. As consideration for
the services to be performed, Fagen, Inc. will be paid $55,881,454, subject to
adjustments contained in the Construction Agreement.

         Superior Ethanol, LLC

         On February 22, 2006, we acquired all of the outstanding ownership
interest in Superior Ethanol, LLC. Superior has options to acquire approximately
135 acres of property in Dickinson County, Iowa, has completed a feasibility
study relating to the construction of an ethanol plant on this site, the site is
zoned as "heavy industrial," the site has been awarded a property tax abatement
from Dickinson County, Iowa, and Superior had more than $200,000 in cash at
closing. In consideration for the acquisition of Superior as a wholly owned
subsidiary of the Company, we issued 100,000 shares of our restricted common
stock to Brian Peterson, a director of the Company. Prior to the acquisition,
substantially all of Superior was owned by Mr. Peterson.

                                       7

<PAGE>

         Board Members

         On February 22, 2006, the Company acquired Superior Ethanol, LLC. Brian
Peterson is a director of the Company and was the sole owner of Superior
Ethanol, LLC. Mr. Peterson was issued 100,000 shares of GPRE's common stock in
consideration for said acquisition. The shares issued to Mr. Peterson are being
held in escrow by the Company until certain events occur (or don't occur).


Security Ownership of Management and Certain Beneficial Owners

         The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of February 12, 2006, for: (i) each
person who is known by us to beneficially own more than five percent of our
common stock, (ii) each of our directors, (iii) each of our named executive
officers, and (iv) all directors and executive officers as a group. On February
12, 2006 the Company had 4,220,990 shares of common stock outstanding. Each
share is entitled to one vote.

 
                            Shares
   Name and Address      Beneficially  Percentage
of Beneficial Owner(1)     Owned(2)     of Total         Position
----------------------     --------     --------         --------

Barry Ellsworth             334,400        7.9%     President/CEO/Chairman

Dan Christensen             200,000        4.7%     Treasurer/Secretary/Director

Gary Thien (3)               19,250           *     Vice President/Director

David A. Hart (4)            19,250           *     Director

Steven Nicholson (5)         87,500        2.3%     Director

Robert D. Vavra (6)          22,000           *     Director

Brent Lorimor                 5,000           *     Director

Hersch Patton (7)            51,250        1.2%     Director

Brian Peterson (8)          100,000        2.4%     Director

Allen H. Sievertsen               0           *     General Manager

Executive Officers and      838,650       18.5%
  Directors as a Group
  (10 persons)

Wayne Hoovestol (9)         394,500        9.2%
2883 Paradise Rd. #1801
Las Vegas, Nevada

* Less than 1%.
--------------
(1) Except where otherwise indicated, the address of the beneficial owner is
    deemed to be the same address as the company.
(2) Beneficial ownership is determined in accordance with SEC rules and
    generally includes holding voting and investment power with respect to the
    securities. Shares of common stock subject to options or warrants currently
    exercisable, or exercisable within 60 days, are deemed outstanding for
    computing the percentage of the total number of shares beneficially owned by
    the designated person, but are not deemed outstanding for computing the
    percentage for any other person.
(3) Includes 17,000 shares and warrants exercisable for 2,250 shares.
(4) Includes 17,000 shares and warrants exercisable for 2,250 shares.
(5) Includes 76,000 shares and warrants exercisable for 11,500 shares.
(6) Includes 16,800 shares and warrants exercisable for 2,700 shares. Also
    includes 2,000 shares and warrants exercisable for 500 shares that Mr. Vavra
    owns jointly with daughters.

                                       8

<PAGE>

(7) Includes 45,000 shares and warrants exercisable for 6,250 shares.
(8) Includes 65,000 shares and warrants exercisable for 16,250 shares. Also
    includes 15,000 shares and warrants exercisable for 3,750 shares that Mr.
    Peterson owns jointly with a child.
(9) Includes 285,600 shares and warrants exercisable for 71,400 shares owned
    directly by Mr. Hoovestol. Also includes 30,000 shares and warrants
    exercisable for 7,500 shares owned by Mr. Hoovestol's wife and therefore
    deemed to be beneficially owned by Mr. Hoovestol.

         We have no securities authorized for issuance under equity compensation
plans.

Changes in Control

         The Company is not aware of any arrangements which may result in a
change in control of the Company.


Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Securities Exchange Act requires our executive
officers, directors and persons who beneficially own more than 10% of our common
stock to file initial reports of ownership and reports of changes in ownership
with the SEC. Such persons are required by SEC regulations to furnish us with
copies of all Section 16(a) forms filed by such persons.

         We did not become subject to these Section 16(a) requirements until
December 2005. As a result, our executive officers, directors and more than 10%
stockholders were not required to comply with these provisions during our fiscal
year ending November 30, 2005.

E
xecutive Compensation

         During the fiscal year ended November 30, 2005, none of the Company's
officers worked for the Company on a full time basis, although Mr. Ellsworth,
the Company's president, has spent the majority of his time on the project from
March 2004 through the end of the 2005 fiscal year. None of the officers have
received any salary, wage or other compensation for services through November
30, 2005, with the exception of Mr. Ellsworth who received stock for services.
When the Company was originally incorporated, Mr. Ellsworth paid a total of
$87,500 for the 350,000 shares that were issued to him. In consideration for
these shares, Mr. Ellsworth paid the Company $50,000 in cash, and the remaining
$37,500 was paid to the Company in consideration for services rendered by Mr.
Ellsworth for and on behalf of the Company. No arrangements had been made with
respect to future compensation and no employment agreements existed with any
officer of the Company as of November 30, 2005. However, since that time, a
compensation agreement has been reached with Mr. Ellsworth, our CEO and
President. The Company commenced paying Mr. Ellsworth a salary on January 1,
2006, as described below. There are presently no ongoing pension or other plans
or arrangements pursuant to which remuneration is proposed to be paid in the
future to any of the officers and directors of the Company. We do reimburse our
officers and directors for out of pocket expenses incurred in connection with
their service to the Company. It is expected that that additional employment
agreements and compensation packages will be negotiated in the future.

         On December 9, 2005, the Company issued 5,000 shares of our common
stock to Mr. Gary Thien for compensation for his services to the Company over
the past two years. Mr. Thien is vice president and a Director of the Company.

         In February 2006, we hired Allen H. Sievertsen as our general manager
for the Plant. Mr. Sievertsen is working for us on an "at will" basis. His
annual salary is $150,000. He is also entitled to (i) a $50,000 bonus when the
Plant first begins producing ethanol, (ii) such other bonuses and compensation
as the our board of directors may award, (iii) reimbursement of moving expenses,
(iv) severance if Mr. Sievertsen's employment is terminated for any reason,
other than for cause, for a period of two months if Mr. Sievertsen was employed
by us for less than two years and for six months if he was employed by us for
more than two years, and (iv) other insurance, vacation, and retirement plan
benefits

                                       9

<PAGE>

         In January 2006, we entered into an employment arrangement with Mr.
Barry Ellsworth, our CEO/President, who is now working for us on a full time
basis. Mr. Ellsworth is being paid a salary of $120,000 per year. Additionally,
the Company has agreed to reimburse Mr. Ellsworth for his health insurance
premiums, which are approximately $350.00 per month. The Board at its discretion
may increase or decrease said compensation in the future.

         We intend to recruit and hire permanent employees who will be
compensated on a regular basis pursuant to agreed upon salaries once the Plant
is completed. We expect to offer typical health and other employee benefits.

Director Compensation

         No cash fees or other consideration were paid to our directors for
service on the board from inception through November 30, 2005. The Company, upon
the recommendation of the Compensation Committee, recently agreed to compensate
its directors in nominal amounts for attendance at board meetings and for time
spent working for and on behalf of the Company. Each director is to be paid $150
for attendance at a board meeting held via telephonic conference and $300 per
meeting where travel is involved and a board meeting is held in one location at
which all board members (or a majority of our board members) are present. If a
board member spends an entire day working for and on behalf of the Company, said
board member will be eligible to receive $300 for that day's work. Our board
members are to be compensated in a like manner for meetings and work performed
by them in relation to the various committees of the Company. The Company also
reimburses our board members for any out of pocket expenses. After the Plant in
Shenandoah is operational, and/or after the Company is creating revenues of some
kind, it is anticipated that the Company will adopt a reasonable compensation
package for the board members.

Indemnification for Securities Act Liabilities

         Iowa law authorizes, and our Bylaws and Indemnity Agreements provide
for, indemnification of our directors and officers against claims, liabilities,
amounts paid in settlement and expenses in a variety of circumstances.
Indemnification for liabilities arising under the Act may be permitted for our
directors, officers and controlling persons pursuant to the foregoing or
otherwise. However, we have been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the Securities Exchange
Act of 1934 and is, therefore, unenforceable.

C
ompensation Committee Interlocks and Insider Participation

         None of our executive officers serve on our Compensation Committee or
in a like capacity in any other entity.

2.       Other Matters

Discretionary Authority

         At the time of mailing of this proxy statement, the Board was not aware
of any other matters, which might be presented at the meeting. If any matter not
described in this Proxy Statement should properly be presented, the persons
named in the accompanying proxy form will vote such proxy in accordance with
their judgment.

Independent Public Accountants

         The Company retained L.L. Bradford & Company ("LLB") as its independent
auditor for the current year. LLB has acted as the Company's independent auditor
since 2004. The Company expects representatives of LLB to be present at the
Company's 2006 Annual Meeting of Stockholders. LLB will have the opportunity to
make a statement at the annual meeting if it desires to do so and it is expected
that representatives of LLB will be available to respond to appropriate
questions if called upon to do so.

                                       10

<PAGE>

Report of the Audit Committee of the Board of Directors

         The Company's Board has adopted a written charter for the Audit
Committee, which is included as Annex A hereto.

         The Audit Committee hereby reports as follows:

         1. The Audit Committee has reviewed and discussed the audited financial
statements with the Company's management.

         2. The Audit Committee has discussed with LLB, the Company's
independent accountants, the matters required to be discussed by SAS 61
(Communication with Audit Committees), as may be modified or supplemented.

         3. The Audit Committee has received the written disclosures and the
letter from LLB required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), as may be modified or
supplemented, and has discussed with LLB their independence.

         4. Based on the review and discussion referred to in paragraphs (1)
through (3) above, the Audit Committee recommended to the Board, and the Board
has approved, that the audited financial statements be included in the Company's
Annual Report on Form 10-KSB for the fiscal year ended November 30, 2005, for
filing with the Securities and Exchange Commission.

         David A. Hart
         Steven Nicholson
         Robert D. Vavra
         Brent Lorimor   
        
Audit Fees

         The aggregate fees billed for professional services rendered by our
principal accountant for the audit of our financial statements, review of
financial statements included in our quarterly reports and other fees that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements for the fiscal years ended November 30, 2005 and 2004
were $11,500 and $3,500, respectively.

Audit Related Fees

         The aggregate fees billed for assurance and related services by our
principal accountant that are reasonably related to the performance of the audit
or review of our financial statements, other than those previously reported in
this Item 14, for the fiscal years ended November 30, 2005 and 2004 were $0.00
and $0.00, respectively.

Tax Fees

         The aggregate fees billed for professional services rendered by our
principal accountant for tax compliance, tax advice and tax planning for the
fiscal years ended November 30, 2005 and 2004 were $ 1,000 and $ 0,
respectively.

All Other Fees

         The aggregate fees billed for products and services provided by the
principal accountant, other than those previously reported in this Item 14, for
the fiscal years ended November 30, 2005 and 2004 were $2,950 and $0.00,
respectively.

Financial Information Systems Design and Implementation Fees

         The aggregate fees billed by LLB for professional services rendered in
connection with Company's financial information system and related design and
implementation fees were $0.

                                       11

<PAGE>

Audit Committee

         It is the Company's policy that the Audit Committee pre-approves all
audit, tax and related services. All of the services described under the prior
five headings were approved in advance by our Audit Committee. No items were
approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01
of Regulation S-X. The Audit Committee has considered whether the provision of
the services performed by our principal accountant is compatible with
maintaining the principal accountant's independence.

Notice Requirements

         Any stockholder who desires to have a proposal included in the
Company's proxy soliciting material relating to the Company's 2007 annual
meeting of stockholders should send to the Secretary of the Company a signed
notice of intent. This notice, including the text of the proposal, must be
received no later than January 15, 2007.

Annual Report

         This Proxy Statement has been preceded or accompanied by an Annual
Report. Stockholders are referred to such reports for financial and other
information about the activities of the Company, but such report is not to be
deemed a part of the proxy soliciting material.

Expenses and Methods of Solicitation

         The expenses of soliciting proxies will be paid by the Company. In
addition to the use of the mails, proxies may be solicited personally, or by
telephone or other means of communications, by directors, officers and employees
of the Company and its subsidiaries, who will not receive additional
compensation therefor. Arrangements will also be made with brokerage firms and
other custodians, nominees and fiduciaries for the forwarding of proxy
solicitation material to certain beneficial owners of the Company's Common
Stock, and the Company will reimburse such forwarding parties for reasonable
expenses incurred by them.


                                             By order of the Board of Directors,


                                             By  /s/ Dan Christensen     
                                               --------------------------------
                                                Dan Christensen, Secretary

                                       12

<PAGE>

                                   APPENDIX A

                       GREEN PLAINS RENEWABLE ENERGY, INC.

                             AUDIT COMMITTEE CHARTER

ORGANIZATION

There shall be a committee of the board of directors of Green Plains Renewable
Energy, Inc. (the "Company") to be known as the Audit Committee. The Audit
Committee shall be composed of directors who are independent of the management
of the Company and are free of any relationship that, in the opinion of the
board of directors (the "Board"), would interfere with their exercise of
independent judgment as a committee member.

STATEMENT OF POLICY

The Audit Committee shall provide assistance to the board of directors in
fulfilling their responsibility to the shareholders, potential shareholders,
creditors and other stakeholders relating to corporate accounting, reporting
practices of the Company and the quality and integrity of the financial reports
of the Company. In so doing, it is the responsibility of the Audit Committee to
maintain free and open means of communication between the directors, the
independent auditors and Company management.

COMPOSITION

The Audit Committee shall be comprised of three or more directors as determined
by the Board, each of whom shall be independent directors. All members of the
Audit Committee shall have a working familiarity with basic finance and
accounting practices, and at least one member of the Audit Committee shall have
accounting or related financial management expertise.

The members of the Audit Committee shall be appointed by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
qualified and appointed. Unless a chair is appointed by the full Board, the
members of the Audit Committee may designate a chair by majority vote of the
full Audit Committee membership.

MEETINGS

The Audit Committee shall meet at least two times annually, or more frequently
as circumstances dictate. As part of its responsibility to foster open
communication, the Audit Committee or its members are expected to meet for
discussions with Company management frequently. There will be at least two
formal meetings with Company management in the presence of the independent
auditors. The Audit Committee will hold separate executive sessions to discuss
any matters that the Audit Committee believes should be discussed privately.

RESPONSIBILITIES

In carrying out its responsibilities, the Audit Committee's policies and
procedures will remain flexible, in order to best react to changing conditions
and to ensure that the corporate accounting and reporting practices of the
Company are in accordance with all requirements and are of the highest quality.

In carrying out these responsibilities, the Audit Committee will:

1.       Develop an effective Audit Committee charter approved by the Board.
         Update this charter at least annually or as business developments may
         dictate.

2.       Influence the overall Company "tone" for quality financial reporting,
         sound business risk controls, and ethical behavior.

                                      A-1

<PAGE>

3.       Review and recommend to the Board the Audit Committee's choice of
         independent auditors and the level of fees for audits of the financial
         statements of the Company. Recommend dismissal when necessary. Maintain
         an active dialog with the independent auditors to identify and disclose
         any relationship or services that may impact the objectivity and
         independence of the auditors.

4.       Meet with the independent auditors and financial management of the
         Company to review the scope of the proposed audit for the current year
         and the audit procedures to be utilized, and at the conclusion thereof
         review the results of such audit, including any comments or
         recommendations of the independent auditors.

5.       Emphasize the adequacy of internal controls to identify any payments,
         transactions, or procedures that might be deemed illegal or otherwise
         improper. Review the Company's policy statements to enforce adherence
         to its code of conduct.

6.       Monitor the integrity and quality of annual and interim financial
         reporting to shareholders with management and the independent auditors
         to determine that the independent auditors are satisfied with the
         disclosure and content of the financial statements to be presented to
         the shareholders. Review changes in accounting principles and concur as
         to their appropriateness.

         The Audit Committee on a regular basis should also monitor the
         integrity and quality of internal financial and operating information
         used by management in its decision making processes.

7.       Provide sufficient opportunity for the independent auditors to meet
         with the members of the Audit Committee without members of management
         present. Among the items to be discussed in these meetings are the
         independent auditors' evaluation of the Company's financial and
         accounting personnel, and the cooperation that the independent auditors
         received during the course of the audit.

8.       Consider and review with the independent auditors:

         (a)      Any significant findings in the independent auditors SAS 71
                  interim financial statement review prior to the Company's
                  filing of its Form 10-QSB.

         (b)      The adequacy of the Company's internal controls including
                  computerized information system controls and security.

         (c)      Any significant findings and recommendations of the
                  independent auditors together with management's responses
                  thereto.

9.       Monitor compliance with the Company code of conduct and regulatory
         requirements, and review and assess conflicts of interest and
         related-party transactions.

10.      Evaluate and make recommendations regarding management initiatives
         affecting the financing of the Company and related matters.

11.      Assess independent auditor performance.

12.      Assess Audit Committee performance.

13.      Review and approve required stock exchange certifications, if any, and
         proxy statement disclosure.

14.      Provide a report of the Audit Committee's findings that result from its
         financial reporting oversight responsibilities including representation
         that the Audit Committee has:

         a.       discussed with the independent auditors the matters required
                  to be discussed by Statement on Auditing Standards No. 61,
                  Communication with Audit Committees, as amended,

                                      A-2

<PAGE>

         b.       received and reviewed the written disclosures and the letter
                  from the independent auditors required by Independence
                  Discussions with Audit Committees, as amended, by the
                  Independence Standards Board,

         c.       discussed with the auditors the auditors' independence.

         This report from the Audit Committee is to be included in proxy
statements filed by the Company.

         15.      Conduct an annual quality discussion with the independent
                  auditors wherein the independent auditors discuss their
                  judgment about the quality, not just the acceptability, of the
                  Company's accounting principles as applied in it financial
                  reporting.

         16.      Ensure that the independent auditors review interim financial
                  statements and conduct a quality discussion with the
                  independent auditors before the Company files its Form 10-Q or
                  10-QSB.

                                      A-3

<PAGE>

                                   APPENDIX B

                PROXY CARD FOR ANNUAL MEETING OF STOCKHOLDERS OF
                       GREEN PLAINS RENEWABLE ENERGY, INC

This Proxy is Solicited on Behalf of the Board Of Directors. The undersigned
hereby appoints Barry Ellsworth as Proxy, with the power to appoint his
substitute and hereby authorize them to represent and to vote, as designated
below, all voting shares of stock of Green Plains Renewable Energy, Inc. held of
record by the undersigned on February 15, 2006, at the annual meeting of
stockholders to be held on March 27, 2006, or any adjournment thereof.

1. Election of Nominee Director

[ ]  FOR Dave Hart for a term expiring    [ ]  WITHHOLD AUTHORITY to vote for 
     at the 2008 annual meeting of             Dave Hart
     shareholders

[ ]  FOR Wayne Hoovestol for a term       [ ]  WITHHOLD AUTHORITY to vote for 
     expiring at the 2008 annual meeting       Wayne Hoovestol
     of shareholders

[ ]  FOR Dan E. Christensen for a term    [ ]  WITHHOLD AUTHORITY to vote for 
     expiring at the 2009 annual meeting       Dan E. Christensen
     of shareholders

[ ]  FOR R. Steven Nicholson for a term   [ ]  WITHHOLD AUTHORITY to vote for
     expiring at the 2009 annual meeting        R. Steven Nicholson       
     of shareholders

[ ]  FOR Robert Vavra for a term          [ ]  WITHHOLD AUTHORITY to vote for 
     expiring at the 2009 annual meeting       Robert Vavra
     of shareholders

2. In their discretion, the Proxy is authorized to vote upon such other business
as may properly come before the meeting.

         This proxy when properly executed will be voted in the manner directed
         herein by the undersigned stockholder(s). If no directions are made,
         this proxy will be voted for the above Proposals.

Please sign below. When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporation name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.

Dated: ________________________, 2006      _____________________________________
                                           (signature)

Please mark, sign, date and return the     _____________________________________
proxy card promptly to our offices in      (signature if held jointly)
Las Vegas, NV, to the address on the  
front of the Proxy Statement, or proxy     _____________________________________
cards may be sent by facsimile to the      (print name of stockholder(s))       
Company at: (702) 631.9308.