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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
 þ
    
    Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934.
 For the fiscal quarter ended March 31, 2006
 OR
 o
    
    Transition report under Section 13 or 15(d) of the Exchange Act.
 For the transition period from            to          .
 Commission file number 333-128902
 E ENERGY ADAMS, LLC
  Nebraska(State or other jurisdiction of
    
    20-2627531incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 
 (402) 988-4655
  o Yes           þ No
  o Yes           þ No
   o Yes           þ No




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INDEX
 Page No.PART I. FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis and Plan of Operations
    
    
    12Item 3. Controls and Procedures
    
    
    19PART II. OTHER INFORMATION
    
    
    19Item 1. Legal Proceedings
    
    
    19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 3. Defaults Upon Senior Securities
    
    
    20Item 4. Submission of Matters to a Vote of Security Holders
    
    
    20Item 5. Other Information
    
    
    20Item 6. Exhibits
    
    
    20SIGNATURES
    
    
    21Certificate Pursuant to 17 CFR 240.13a-14(a)Certificate Pursuant to 17 CFR 240.13a-14(a)Certificate Pursuant to 18 U.S.C. Section 1350Certificate Pursuant to 18 U.S.C. Section 1350
  2




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PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 E ENERGY ADAMS, LLC
  March 31,2006(Unaudited)ASSETSCurrent AssetsCash and equivalents
    
    $
    187,663Prepaid and other
    
    
    29,851Total current assets
    
    
    217,514Property and EquipmentComputers and office equipment
    
    
    4,251Leasehold improvements
    
    
    3,000Total property and equipment
    
    
    7,251Less accumulated depreciation
    
    
    1,532Net property and equipment
    
    
    5,719Other AssetsLand options
    
    
    8,250Deferred offering costs
    
    
    258,715Debt issuance costs
    
    
    25,000Total other assets
    
    
    291,965Total Assets
    
    $
    515,198LIABILITIES AND MEMBERS EQUITYCurrent LiabilitiesAccounts payable
    
    $
    171,047Commitments and ContingenciesMembers EquityMember contributions, net of costs related to capital contributions,
194 units outstanding at March 31, 2006
    
    
    952,808Deficit accumulated during development stage
    
    
    (608,657
    )Total members equity
    
    
    344,151Total Liabilities and Members Equity
    
    $
    515,198
  3




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##### Table of Contents



E ENERGY ADAMS, LLC
  Quarter
    
    
    Quarter
    
    
    From InceptionEnded
    
    
    Ended
    
    
    (March 25, 2005)March 31,
    
    
    March 31,
    
    
    to March 31,2006
    
    
    2005
    
    
    2006(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Revenues
    
    $
    
    
    
    $
    
    
    
    $
    Operating ExpensesProfessional and consulting fees
    
    
    124,936
    
    
    
    14,928
    
    
    
    331,140Project coordinator
    
    
    44,500
    
    
    
    
    
    
    
    75,531General and administrative
    
    
    58,135
    
    
    
    7,452
    
    
    
    220,874Total operating expenses
    
    
    227,571
    
    
    
    22,380
    
    
    
    627,545Operating Loss
    
    
    (227,571
    )
    
    
    (22,380
    )
    
    
    (627,545
    )Other Income (Expense)Other income
    
    
    
    
    
    
    
    
    
    
    5,000Interest income
    
    
    2,698
    
    
    
    19
    
    
    
    13,888Total other income
    
    
    2,698
    
    
    
    19
    
    
    
    18,888Net Loss
    
    $
    (224,873
    )
    
    $
    (22,361
    )
    
    $
    (608,657
    )Weighted Average Units Outstanding
    
    
    194
    
    
    
    0
    
    
    
    166Net Loss Per Unit
    
    $
    (1,159
    )
    
    $
    
    
    
    $
    (3,667
    )
  4




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E ENERGY ADAMS, LLC
  Six Months
    
    
    Six Months
    
    
    From InceptionEnded
    
    
    Ended
    
    
    (March 25, 2005)March 31,
    
    
    March 31,
    
    
    to March 31,2006
    
    
    2005
    
    
    2006(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Revenues
    
    $
    
    
    
    $
    
    
    
    $
    Operating ExpensesProfessional and consulting fees
    
    
    202,671
    
    
    
    14,928
    
    
    
    331,140Project coordinator
    
    
    52,000
    
    
    
    
    
    
    
    75,531General and administrative
    
    
    151,061
    
    
    
    7,452
    
    
    
    220,874Total operating expenses
    
    
    405,732
    
    
    
    22,380
    
    
    
    627,545Operating Loss
    
    
    (405,732
    )
    
    
    (22,380
    )
    
    
    (627,545
    )Other Income (Expense)Other income
    
    
    
    
    
    
    
    
    
    
    5,000Interest income
    
    
    6,926
    
    
    
    19
    
    
    
    13,888Total other income
    
    
    6,926
    
    
    
    19
    
    
    
    18,888Net Loss
    
    $
    (398,806
    )
    
    $
    (22,361
    )
    
    $
    (608,657
    )Weighted Average Units Outstanding
    
    
    194
    
    
    
    0
    
    
    
    166Net Loss Per Unit
    
    $
    (2,056
    )
    
    $
    
    
    
    $
    (3,667
    )
  5




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E ENERGY ADAMS, LLC
  Six Months
    
    
    Six Months
    
    
    From InceptionEnded
    
    
    Ended
    
    
    (March 25, 2005)March 31,
    
    
    March 31,
    
    
    to March 31,2006
    
    
    2005
    
    
    2006(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Cash Flows from Operating ActivitiesNet loss
    
    $
    (398,806
    )
    
    $
    (22,361
    )
    
    $
    (608,657
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation
    
    
    1,119
    
    
    
    
    
    
    
    1,532Assignment of land option
    
    
    
    
    
    
    
    
    
    
    (5,000
    )Changes in assets and liabilitiesPrepaid and other expenses
    
    
    (16,830
    )
    
    
    (51,839
    )
    
    
    (29,851
    )Accounts payable
    
    
    21,249
    
    
    
    99,200
    
    
    
    126,346Net cash
(used in) provided by operating activities
    
    
    (393,268
    )
    
    
    25,000
    
    
    
    (515,630
    )Cash Flows from Investing ActivitiesCapital expenditures
    
    
    (798
    )
    
    
    
    
    
    
    (7,251
    )Payment for land options
    
    
    (1,250
    )
    
    
    
    
    
    
    (3,250
    )Net cash
(used in) investing activities
    
    
    (2,048
    )
    
    
    
    
    
    
    (10,501
    )Cash Flows from Financing ActivitiesDebt issuance costs
    
    
    (25,000
    )
    
    
    
    
    
    
    (25,000
    )Member contributions
    
    
    
    
    
    
    
    
    
    
    970,000Payments for cost of raising capital
    
    
    
    
    
    
    
    
    
    
    (17,192
    )Payments for deferred offering costs
    
    
    (129,074
    )
    
    
    
    
    
    
    (214,014
    )Net cash (used in) provided by financing activities
    
    
    (154,074
    )
    
    
    
    
    
    
    713,794Net Increase (Decrease) in Cash and Equivalents
    
    
    (549,390
    )
    
    
    25,000
    
    
    
    187,663Cash and Equivalents  Beginning of Period
    
    
    737,053
    
    
    
    
    
    
    
    Cash and Equivalents  End of Period
    
    $
    187,663
    
    
    $
    25,000
    
    
    $
    187,663Supplemental Disclosure of Non-Cash Financing ActivitiesDeferred offering costs in accounts payable
    
    $
    44,701
    
    
    $
    1,251
    
    
    $
    44,701
  6




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E ENERGY ADAMS, LLC
   1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   Nature of Business
  Fiscal Reporting Period
  Accounting Estimates
   Cash
  Property and Equipment
  7




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E ENERGY ADAMS, LLC
   Deferred Offering Costs
  Debt Issuance Costs
  Income Taxes
  Fair Value of Financial Instruments
  Recently Issued Accounting Pronouncements
  2. DEVELOPMENT STAGE ENTERPRISE
   3. MEMBERS EQUITY
  8




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E ENERGY ADAMS, LLC
   4. COMMITMENTS AND CONTINGENCIES
 Design build letter of intent
  Land contracts
     Consulting contracts
   9




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E ENERGY ADAMS, LLC
           10




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E ENERGY ADAMS, LLC
     Financing Contracts
  Utility Contracts
  5. SUBSEQUENT EVENTS
   11




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Item 2. Managements Discussion and Analysis and Plan of Operations
 Forward Looking Statements
  
    
    Investors ability to pay the outstanding balances on promissory notes after the closing
of the offering;
    
    Our ability to obtain the debt financing necessary to construct and operate our plant;
    
    Our ability to enter into binding agreements with Fagen, Inc. and ICM, Inc. to build our
plant;
    
    Changes in our business strategy, capital improvements or development plans;
    
    Construction delays and technical difficulties in constructing the plant;.
    
    Changes in the environmental regulations that apply to our plant site and operations;
    
    Ability to secure marketing services;
    
    Changes in general economic conditions or the occurrence of certain events causing an
economic impact in the agriculture, oil or automobile industries;
    
    Changes in the availability and price of natural gas and the market for distillers grains;
    
    Changes in federal and/or state laws (including the elimination of any federal and/or
state ethanol tax incentives);
    
    Changes and advances in ethanol production technology; and
    
    Competition from alternative fuel additives.
  Overview
  12




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Plan of Operations to Start-Up of the Ethanol Plant
  Plan of Operations Before Completion of the Offering
   13




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Plan of Operations After Completion of the Offering and Before Receipt of Debt Financing
Funds
  14




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Plan of Operations After Completion of Offering and Receipt of Debt Financing
    Contract Activity
    15




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Operating Expenses
  Employees
   # Full-TimePosition
    
    PersonnelCEO
    
    
    1General Manager
    
    
    1Plant Manager
    
    
    1Commodities Manager
    
    
    1Controller
    
    
    1Lab Manager
    
    
    1Lab Technician
    
    
    2Secretary/Clerical
    
    
    2Shift Supervisors
    
    
    4Office Manager
    
    
    1Maintenance Supervisor
    
    
    1Maintenance Craftsmen
    
    
    4Plant Operators
    
    
    12TOTAL
    
    
    32
  Liquidity and Capital Resources
 Sources of Funds
  16




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Uses of Proceeds
  Use of Proceeds
    
    Amount
    
    Percent of TotalPlant construction
    
    $
    65,900,000
    
    
    
    63.92
    %Road and ditch construction costs
    
    
    750,000
    
    
    
    0.73
    %Land cost
    
    
    1,100,000
    
    
    
    1.06
    %Site development costs
    
    
    5,278,000
    
    
    
    5.12
    %Construction contingency
    
    
    3,600,000
    
    
    
    3.50
    %Construction performance bond
    
    
    500,000
    
    
    
    0.48
    %Construction insurance costs
    
    
    120,000
    
    
    
    0.12
    %Administrative building
    
    
    400,000
    
    
    
    0.39
    %Office equipment
    
    
    75,000
    
    
    
    0.07
    %Computers, Software, Network
    
    
    150,000
    
    
    
    0.15
    %Rail infrastructure
    
    
    3,594,750
    
    
    
    3.49
    %Rolling stock
    
    
    515,000
    
    
    
    0.50
    %Fire Protection / Water Supply
    
    
    3,180,000
    
    
    
    3.08
    %Water treatment system
    
    
    1,500,000
    
    
    
    1.45
    %Capitalized interest
    
    
    2,000,000
    
    
    
    1.94
    %Grain Storage Facility
    
    
    3,000,000
    
    
    
    2.91
    %Start up costs:Financing costs
    
    
    506,250
    
    
    
    0.49
    %Organization costs
    
    
    1,300,000
    
    
    
    1.26
    %Pre production period costs
    
    
    1,345,000
    
    
    
    1.30
    %Inventory  working capital
    
    
    3,000,000
    
    
    
    2.91
    %Inventory  corn
    
    
    2,000,000
    
    
    
    1.94
    %Inventory  chemicals and ingredients
    
    
    150,000
    
    
    
    0.15
    %Inventory  work in process  Ethanol
    
    
    1,500,000
    
    
    
    1.45
    %Inventory  work in process  DDGS
    
    
    500,000
    
    
    
    0.48
    %Inventory spare parts  process equipment
    
    
    750,000
    
    
    
    0.73
    %Operating costs:Office labor, expense and equipment
    
    
    165,000
    
    
    
    0.16
    %Telephone, Internet, Postage service
    
    
    25,500
    
    
    
    0.03
    %Directors Expense
    
    
    30,000
    
    
    
    0.03
    %Payroll Tax
    
    
    17,000
    
    
    
    0.02
    %Accounting and Legal Fees
    
    
    55,000
    
    
    
    0.05
    %Insurance D & O and Operations
    
    
    70,000
    
    
    
    0.07
    %Miscellaneous
    
    
    23,500
    
    
    
    0.02
    %Total
    
    $
    103,100,000
    
    
    
    100.00
    %
 Quarterly Financial Results
  17




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Trends Impacting the Ethanol Industry
      18




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Off-Balance Sheet Arrangements
  
 Item 3. Controls and Procedures
   
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  19




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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    Cash proceeds from unit sales deposited in the escrow account equals or exceeds the
minimum offering amount of $19,900,000, exclusive of interest;
    
    We obtain a written debt financing commitment for debt financing ranging from
$31,930,000 to $70,130,000 less any grants and/or tax increment financing we are
awarded;
    
    We elect, in writing, to terminate the escrow agreement;
    
    The escrow agent provides to each state securities department in which the Company
has registered its securities for sale an affidavit stating that the foregoing
requirements have been satisfied; and
    
    The state securities commissioners have consented to release of the funds on
deposit.
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 20




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31.1
    
    Certificate Pursuant to 17 CFR 240.13a-14(a).31.2
    
    Certificate Pursuant to 17 CFR 240.13a-14(a).32.1
    
    Certificate Pursuant to 18 U.S.C. § 1350.32.2
    
    Certificate Pursuant to 18 U.S.C. § 1350.
 
 SIGNATURES
  E ENERGY ADAMS, LLCDate:
    
    July 5, 2006
    
    
    
    /s/ Jack L. AldermanJack L. AldermanChairman and President (Principal Executive Officer)Date:
    
    July 5, 2006
    
    
    
    /s/ Nicholas J. CusickNicholas J. CusickTreasurer (Principal Financial and Accounting Officer)
 21