##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q



|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|- | ----------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2008



| ̈ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|- | -----------------------------------------------------------------------------------------

For the transition period
from                    to

Commission File number 333-142034

ATEL 12, LLC

(Exact name of registrant as specified in its charter)



|                                                               |  |                                       
|-------------------------------------------------------------- |  | --------------------------------------
|California                                                     |  | 20-8712853                            
|(State or other jurisdiction of Incorporation or organization) |  | (I. R. S. Employer Identification No.)

600 California Street, 6th Floor, San Francisco, California 94108-2733

(Address of principal executive offices)

Registrants telephone number, including area code (415) 989-8800

Securities registered pursuant to section
12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: Limited Liability Company Units

Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ̈            Accelerated
filer   ̈            Non-accelerated filer   ̈             Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes   ̈    No  x

The number of Limited Liability Company Units
outstanding as of April 30, 2008 was 312,394.

DOCUMENTS INCORPORATED BY REFERENCE

None.









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##### Table of Contents

ATEL 12, LLC

(a development stage enterprise)

Index



|                                 |  |                                                                                                                                                                             |  |   
|-------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --
|Part I.    Financial Information |  | 3                                                                                                                                                                          
|                                 |  |                                                                                                                                                                            
|Item 1.                          |  | Financial Statements (Unaudited)                                                                                                                                            |  | 3 
|                                 |  |                                                                                                                                                                            
|                                 |  | Balance Sheets, March 31, 2008 and December 31, 2007                                                                                                                        |  | 3 
|                                 |  |                                                                                                                                                                            
|                                 |  | Statements of Operations for the three months ended March 31, 2008 and for the period from February 24, 2007 (date of inception) through March 31, 2008                     |  | 4 
|                                 |  |                                                                                                                                                                            
|                                 |  | Statements of Changes in Members Capital for the period from February 24, 2007 (date of inception) through December 31, 2007 and for the three months ended March 31, 2008 |  | 5 
|                                 |  |                                                                                                                                                                            
|                                 |  | Statements of Cash Flows for the three months ended March 31, 2008 and for the period from February 24, 2007 (date of inception) through March 31, 2008                     |  | 6 
|                                 |  |                                                                                                                                                                            
|                                 |  | Notes to the Financial Statements                                                                                                                                           |  | 7 
|                                 |  |                                                                                                                                                                            
|Item 2.                          |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                                       |  | 17
|                                 |  |                                                                                                                                                                            
|Item 4.                          |  | Controls and Procedures                                                                                                                                                     |  | 18
|                                 | 
|Part II.    Other Information    |  | 19                                                                                                                                                                         
|                                 |  |                                                                                                                                                                            
|Item 1.                          |  | Legal Proceedings                                                                                                                                                           |  | 19
|                                 |  |                                                                                                                                                                            
|Item 2.                          |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                 |  | 19
|                                 |  |                                                                                                                                                                            
|Item 3.                          |  | Defaults Upon Senior Securities                                                                                                                                             |  | 19
|                                 |  |                                                                                                                                                                            
|Item 4.                          |  | Submission of Matters to a Vote of Security Holders                                                                                                                         |  | 19
|                                 |  |                                                                                                                                                                            
|Item 5.                          |  | Other Information                                                                                                                                                           |  | 19
|                                 |  |                                                                                                                                                                            
|Item 6.                          |  | Exhibits                                                                                                                                                                    |  | 19



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##### Table of Contents

Part I. FINANCIAL INFORMATION



|Item 1. | Financial Statements (Unaudited).
|------- | ---------------------------------

ATEL
12, LLC

(a development stage enterprise)

BALANCE SHEETS

MARCH 31, 2008 AND DECEMBER 31, 2007



|                                                                                |  |               |           |                  |   |          |  
|------------------------------------------------------------------------------- |  | ------------- | --------- | ---------------- | - | -------- | -
|                                                                                |  | March 31,2008 |           | December 31,2007 |  
|                                                                                |  | (Unaudited)   |           |                  |  
|ASSETS                                                                          |  |               |           |                  |   |          |  
|Cash and cash equivalents                                                       |  | $             | 740,605   |                  | $ | 600      |  
|Accounts receivable                                                             |  |               | 12,235    |                  |   |         |  
|Notes receivable, net of unearned interest income of $25,173                    |  |               | 125,000   |                  |   |         |  
|Investments in equipment and leases, net of accumulated depreciation of $26,583 |  |               | 948,130   |                  |   |         |  
|                                                                                |  |               |           |                  |   |          |  
|Total assets                                                                    |  | $             | 1,825,970 |                  | $ | 600      |  
|                                                                                |  |               |           |                  |   |          |  
|LIABILITIES AND MEMBERS CAPITAL (DEFICIT)                                      |  |               |           |                  |   |          |  
|Accounts payable and accrued liabilities:                                       |  |               |           |                  |   |          |  
|Managing Member                                                                 |  | $             | 1,748     |                  | $ |         |  
|Affiliates                                                                      |  |               | 929,941   |                  |   | 904,688  |  
|Accrued distributions to Other Members                                          |  |               | 14,387    |                  |   |         |  
|Other                                                                           |  |               | 4,187     |                  |   | 1,000    |  
|                                                                                |  |               |           |                  |   |          |  
|Total liabilities                                                               |  |               | 950,263   |                  |   | 905,688  |  
|                                                                                |  |               |           |                  |   |          |  
|Commitments and contingencies                                                   |  |               |           |                  |   |          |  
|Members capital (deficit):                                                     |  |               |           |                  |   |          |  
|Managing Member                                                                 |  |               |          |                  |   | (12,320  | )
|Other Members                                                                   |  |               | 875,707   |                  |   | (892,768 | )
|                                                                                |  |               |           |                  |   |          |  
|Total Members capital (deficit)                                                |  |               | 875,707   |                  |   | (905,088 | )
|                                                                                |  |               |           |                  |   |          |  
|Total liabilities and Members capital (deficit)                                |  | $             | 1,825,970 |                  | $ | 600      |  
|                                                                                |  |               |           |                  |   |          |  

See accompanying notes.



3



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##### Table of Contents

ATEL 12, LLC

(a development stage enterprise)

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2008

AND FOR THE PERIOD FROM FEBRUARY 24, 2007 (Date of Inception)

THROUGH MARCH 31, 2008

(Unaudited)



|                                                            |  |                                  |         |   |                                                                              |   |         |  
|----------------------------------------------------------- |  | -------------------------------- | ------- | - | ---------------------------------------------------------------------------- | - | ------- | -
|                                                            |  | Three months endedMarch 31, 2008 |         |   | For the period fromFebruary 24,
2007(Date of Inception)throughMarch 31, 2008 |  
|Revenues:                                                   |  |                                  |         |   |                                                                              |   |         |  
|Operating lease revenue                                     |  | $                                | 27,920  |   |                                                                              | $ | 27,920  |  
|Interest income                                             |  |                                  | 2,900   |   |                                                                              |   | 2,900   |  
|                                                            |  |                                  |         |   |                                                                              |   |         |  
|Total revenues                                              |  |                                  | 30,820  |   |                                                                              |   | 30,820  |  
|Expenses:                                                   |  |                                  |         |   |                                                                              |   |         |  
|Depreciation of operating lease assets                      |  |                                  | 26,583  |   |                                                                              |   | 26,583  |  
|Asset management fees to Managing Member                    |  |                                  | 1,117   |   |                                                                              |   | 1,117   |  
|Acquisition expense                                         |  |                                  | 49,650  |   |                                                                              |   | 49,650  |  
|Cost reimbursements to Managing Member and affiliates       |  |                                  | 10,187  |   |                                                                              |   | 14,425  |  
|Amortization of initial direct costs                        |  |                                  | 70      |   |                                                                              |   | 70      |  
|Interest expense                                            |  |                                  | 3,281   |   |                                                                              |   | 4,688   |  
|Professional fees                                           |  |                                  | 345     |   |                                                                              |   | 5,617   |  
|Outside services                                            |  |                                  | 2,405   |   |                                                                              |   | 2,595   |  
|Other                                                       |  |                                  | 444     |   |                                                                              |   | 1,882   |  
|                                                            |  |                                  |         |   |                                                                              |   |         |  
|Total operating expenses                                    |  |                                  | 94,082  |   |                                                                              |   | 106,627 |  
|                                                            |  |                                  |         |   |                                                                              |   |         |  
|Net loss                                                    |  | $                                | (63,262 | ) |                                                                              | $ | (75,807 | )
|                                                            |  |                                  |         |   |                                                                              |   |         |  
|Net (loss) income:                                          |  |                                  |         |   |                                                                              |   |         |  
|Managing Member                                             |  | $                                | 14,610  |   |                                                                              | $ | 14,610  |  
|Other Members                                               |  |                                  | (77,872 | ) |                                                                              |   | (90,417 | )
|                                                            |  |                                  |         |   |                                                                              |   |         |  
|                                                            |  | $                                | (63,262 | ) |                                                                              | $ | (75,807 | )
|                                                            |  |                                  |         |   |                                                                              |   |         |  
|Net loss per Limited Liability Company Unit (Other Members) |  | $                                | (0.52   | ) |                                                                              | $ | (0.61   | )
|Weighted average number of Units outstanding                |  |                                  | 148,849 |   |                                                                              |   | 148,849 |  

See accompanying notes.



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##### Table of Contents

ATEL 12, LLC

(a development stage enterprise)

STATEMENTS OF CHANGES IN MEMBERS CAPITAL (DEFICIT)

FOR THE PERIOD FROM
FEBRUARY 24, 2007 (Date of Inception)

THROUGH DECEMBER 31, 2007

AND FOR THE THREE MONTHS ENDED

MARCH 31, 2008

(Unaudited)





|                                                             |  |               |  |        |                |   |  |       |         |   |  |   |           |  
|------------------------------------------------------------ |  | ------------- |  | ------ | -------------- | - |  | ----- | ------- | - |  | - | --------- | -
|                                                             |  | Other Members |  |        | ManagingMember |   |  | Total |        
|                                                             |  | Units         |  | Amount |                |   | 
|Members capital as of February 24, 2007 (date of inception) |  |              |  | $      |               |   |  | $     |        |   |  | $ |          |  
|Capital contributions                                        |  | 50            |  |        | 500            |   |  |       | 100     |   |  |   | 600       |  
|Less selling commissions to affiliates                       |  |              |  |        | (79,039        | ) |  |       |        |   |  |   | (79,039   | )
|Syndication costs                                            |  |              |  |        | (814,104       | ) |  |       |        |   |  |   | (814,104  | )
|Net loss                                                     |  |              |  |        | (125           | ) |  |       | (12,420 | ) |  |   | (12,545   | )
|                                                             |  |               |  |        |                |   |  |       |         |   |  |   |           |  
|Balance December 31, 2007                                    |  | 50            |  |        | (892,768       | ) |  |       | (12,320 | ) |  |   | (905,088  | )
|Capital contributions                                        |  | 219,172       |  |        | 2,191,720      |   |  |       |        |   |  |   | 2,191,720 |  
|Distributions to Other Members ($0.21 per Unit)              |  |              |  |        | (31,125        | ) |  |       |        |   |  |   | (31,125   | )
|Less selling commissions to affiliates                       |  |              |  |        | (118,216       | ) |  |       |        |   |  |   | (118,216  | )
|Syndication costs                                            |  |              |  |        | (196,032       | ) |  |       |        |   |  |   | (196,032  | )
|Distributions to Managing Member                             |  |              |  |        |               |   |  |       | (2,290  | ) |  |   | (2,290    | )
|Net (loss) income                                            |  |              |  |        | (77,872        | ) |  |       | 14,610  |   |  |   | (63,262   | )
|                                                             |  |               |  |        |                |   |  |       |         |   |  |   |           |  
|Balance March 31, 2008                                       |  | 219,222       |  | $      | 875,707        |   |  | $     |        |   |  | $ | 875,707   |  
|                                                             |  |               |  |        |                |   |  |       |         |   |  |   |           |  

See accompanying notes.



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##### Table of Contents

ATEL 12, LLC

(a development stage enterprise)

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2008

AND FOR THE PERIOD FROM FEBRUARY 24, 2007 (Date of Inception)

THROUGH MARCH 31, 2008

(Unaudited)



|                                                                           |  |                                  |            |   |                                                                             |   |            |  
|-------------------------------------------------------------------------- |  | -------------------------------- | ---------- | - | --------------------------------------------------------------------------- | - | ---------- | -
|                                                                           |  | Three months endedMarch 31, 2008 |            |   | For the periodfrom February24,
2007(Date of Inception)throughMarch 31, 2008 |  
|Operating activities:                                                      |  |                                  |            |   |                                                                             |   |            |  
|Net loss                                                                   |  | $                                | (63,262    | ) |                                                                             | $ | (75,807    | )
|Adjustment to reconcile net loss to cash provided by operating activities: |  |                                  |            |   |                                                                             |   |            |  
|Depreciation of operating lease assets                                     |  |                                  | 26,583     |   |                                                                             |   | 26,583     |  
|Amortization of initial direct costs                                       |  |                                  | 70         |   |                                                                             |   | 70         |  
|Changes in operating assets and liabilities:                               |  |                                  |            |   |                                                                             |   |            |  
|Accounts receivable                                                        |  |                                  | (12,235    | ) |                                                                             |   | (12,235    | )
|Accounts payable, Managing Member                                          |  |                                  | 581        |   |                                                                             |   | 581        |  
|Accounts payable, other                                                    |  |                                  | 3,187      |   |                                                                             |   | 4,187      |  
|Accrued liabilities, affiliates                                            |  |                                  | 25,253     |   |                                                                             |   | 36,798     |  
|                                                                           |  |                                  |            |   |                                                                             |   |            |  
|Net cash used in operating activities                                      |  |                                  | (19,823    | ) |                                                                             |   | (19,823    | )
|                                                                           |  |                                  |            |   |                                                                             |   |            |  
|Investing activities:                                                      |  |                                  |            |   |                                                                             |   |            |  
|Purchases of equipment on operating leases                                 |  |                                  | (971,862   | ) |                                                                             |   | (971,862   | )
|Payments of initial direct costs                                           |  |                                  | (2,921     | ) |                                                                             |   | (2,921     | )
|Note receivable advances                                                   |  |                                  | (125,000   | ) |                                                                             |   | (125,000   | )
|                                                                           |  |                                  |            |   |                                                                             |   |            |  
|Net cash used in investing activities                                      |  |                                  | (1,099,783 | ) |                                                                             |   | (1,099,783 | )
|                                                                           |  |                                  |            |   |                                                                             |   |            |  
|Financing activities:                                                      |  |                                  |            |   |                                                                             |   |            |  
|Selling commissions to affiliates                                          |  |                                  | (118,216   | ) |                                                                             |   | (118,216   | )
|Syndication costs paid to Managing Member                                  |  |                                  | (196,032   | ) |                                                                             |   | (196,032   | )
|Distributions to Other Members                                             |  |                                  | (16,738    | ) |                                                                             |   | (16,738    | )
|Distributions to Managing Member                                           |  |                                  | (1,123     | ) |                                                                             |   | (1,123     | )
|Capital contributions                                                      |  |                                  | 2,191,720  |   |                                                                             |   | 2,192,320  |  
|                                                                           |  |                                  |            |   |                                                                             |   |            |  
|Net cash provided by financing activities                                  |  |                                  | 1,859,611  |   |                                                                             |   | 1,860,211  |  
|                                                                           |  |                                  |            |   |                                                                             |   |            |  
|Net increase in cash and cash equivalents                                  |  |                                  | 740,005    |   |                                                                             |   | 740,605    |  
|Cash and cash equivalents at beginning of period                           |  |                                  | 600        |   |                                                                             |   |           |  
|                                                                           |  |                                  |            |   |                                                                             |   |            |  
|Cash and cash equivalents at end of period                                 |  | $                                | 740,605    |   |                                                                             | $ | 740,605    |  
|                                                                           |  |                                  |            |   |                                                                             |   |            |  
|Supplemental disclosures of cash flow information:                         |  |                                  |            |   |                                                                             |   |            |  
|Cash paid during the period for interest                                   |  | $                                | 3,281      |   |                                                                             | $ | 3,281      |  
|                                                                           |  |                                  |            |   |                                                                             |   |            |  
|Schedule of non-cash transactions:                                         |  |                                  |            |   |                                                                             |   |            |  
|Distributions payable to Other Members at period-end                       |  | $                                | 14,387     |   |                                                                             | $ | 14,387     |  
|                                                                           |  |                                  |            |   |                                                                             |   |            |  
|Distributions payable to Managing Member at period-end                     |  | $                                | 1,167      |   |                                                                             | $ | 1,167      |  
|                                                                           |  |                                  |            |   |                                                                             |   |            |  

See accompanying notes.



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ATEL 12, LLC

(a development stage enterprise)

NOTES TO FINANCIAL STATEMENTS



|1. | Organization and Limited Liability Company matters:
|-- | ---------------------------------------------------

ATEL 12, LLC
(a development stage enterprise) (the Company or the Fund) was formed under the laws of the state of California on January 25, 2007 for the purpose of equipment financing and acquiring equipment to engage in equipment
leasing and sales activities, as well as in real estate, growth capital investment activities and green technologies (the principal operations). The Managing Member of the Company is ATEL Associates 12, LLC (the Managing
Member), a Nevada limited liability corporation. The Fund may continue until December 31, 2030. As a limited liability company, the liability of any individual member for the obligations of the Fund is limited to the extent of capital
contributions to the Fund by the individual member. As of March 31, 2008, the Fund is actively raising capital.

On January 24, 2008,
subscriptions for the minimum number of Units (120,000, representing $1,200,000), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the
Company commenced principal operations. Pennsylvania subscriptions are subject to a separate escrow and will be released to the Fund only when it has received aggregate subscriptions for all investors equal to not less than $7,500,000. Contributions
totaling $2,192,320 have been received through March 31, 2008, inclusive of the $500 initial members capital investment. As of March 31, 2008, 219,222 Units were issued and outstanding. As of May 1, 2008, cumulative distributions
have been received in the amount of $3,173,940, inclusive of the $500 initial members capital investment.

The Fund, or Managing Member on behalf of
the Fund, will incur costs in connection with the organization, registration and issuance of the limited liability company units (Units). The amount of such costs to be borne by the Fund is limited by certain provisions of the ATEL 12, LLC Limited
Liability Company Operating Agreement dated April 3, 2007 (the Operating Agreement).

The Companys principal objectives are to
invest in a diversified portfolio of investments that (i) preserves, protects and returns the Companys invested capital; (ii) generates regular cash distributions to Unit holders, any balance remaining after required minimum
distributions to be used to purchase additional investments during the Reinvestment Period (ending six calendar years after the completion of the Companys public offering of Units) and (iii) provides additional cash distributions
following the Reinvestment Period and until all investment portfolio assets has been sold or otherwise disposed. The Company is governed by its Operating Agreement, as amended.



|2. | Summary of Significant Accounting Policies:
|-- | -------------------------------------------

Basis of
presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the
United States (GAAP) for interim financial information and with instructions to Form 10-Q and Article 8 of Regulation S-X. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the Managing Member, necessary
for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. The preparation of financial statements in accordance with GAAP requires management to
make estimates and assumptions that effect reported amounts in the financial statements and accompanying notes. Therefore, actual results could differ from those estimates. Operating results for the three months ended March 31, 2008 are not
necessarily indicative of the results for the year ending December 31, 2008.

Although the Company commenced operations during the first quarter of
2008, it continues to be in its offering stage and as of March 31, 2008, is still considered a development stage enterprise. Accordingly, cumulative financial statements for the period from February 24, 2007 (the Companys inception
date) through March 31, 2008 are presented.

Certain prior year amounts have been reclassified to conform to the current year presentation. These
reclassifications had no effect on equity or net income.



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##### Table of Contents

ATEL 12, LLC

(a development stage enterprise)

NOTES TO FINANCIAL STATEMENTS



|2. | Summary of Significant Accounting Policies (continued):
|-- | -------------------------------------------------------



Cash and cash equivalents:

Cash and cash equivalents include cash in banks and cash equivalent investments with original maturities of ninety days or less.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from the estimates.

Accounts receivable:

Accounts receivable represent the amounts billed under operating lease contracts which are currently due to the Company. Allowances for doubtful accounts are typically established based on historical charge off and collection experience and
the collectability of specifically identified lessees and invoiced amounts. Accounts receivable are generally charged off against the allowance on specific identification basis. Recoveries of amounts that were previously written-off are recorded as
other income in the period received.

Credit risk:

Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents, direct finance lease receivables and accounts receivable. The Company places its cash deposits and temporary cash
investments with creditworthy, high quality financial institutions and therefore, believes that the concentration of such deposits and temporary cash investments is not deemed to create a significant risk to the Company. Accounts and notes
receivable represent amounts due from lessees or borrowers in various industries, related to equipment on operating leases or notes receivable.

Equipment on operating leases and related revenue recognition:

Equipment subject to operating leases is stated at cost. Depreciation is
recognized on a straight-line method over the terms of the related leases to the equipments estimated residual values at the end of the leases.

Operating lease revenue is recognized on a straight-line basis over the term of the underlying leases. The initial lease terms will vary as to the type of equipment subject to the leases, the needs of the lessees and the terms to be
negotiated, but initial leases are generally on terms from 36 to 120 months. The difference between rent received and rental revenue recognized is recorded as unearned operating lease income on the balance sheet.

Notes receivable, unearned interest income and related revenue recognition:

The Company records all future payments of principal and interest on notes as notes receivable, which is then offset by the amount of any related unearned interest income. For financial statement purposes, the Company reports only the net
amount of principal due on the balance sheet. The unearned interest is recognized over the term of the note and the income portion of each note payment is calculated so as to generate a constant rate of return on the net balance outstanding. Any
fees or costs related to notes receivable are recorded as part of the net investment in notes receivable and amortized over the term of the loan.



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ATEL 12, LLC

(a development stage enterprise)

NOTES TO FINANCIAL STATEMENTS



|2. | Summary of Significant Accounting Policies (continued):
|-- | -------------------------------------------------------



Allowances for losses on notes receivable are typically established based on historical charge off and collection
experience and the collectability of specifically identified borrowers and billed and unbilled receivables. Notes are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the
scheduled payments of principal or interest when due according to the contractual terms of the note agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting
scheduled principal and interest payments when due. Notes are charged off to the allowance as they are deemed uncollectible.

Notes receivable are
generally placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management periodically reviews the credit worthiness of companies with note payments outstanding less than 90
days. Based upon managements judgment, notes may be placed in a non-accrual status. Notes placed on non-accrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the
remaining unpaid receivable is probable. The fair value of the Companys notes receivable is commensurate with the amount at which the asset could be collected in a current transaction, exclusive of transaction costs such as prepayment
penalties.

Initial direct costs:

The Company
capitalizes initial direct costs (IDC) associated with the origination and funding of lease assets and investments in notes receivable (as defined in Statement of Financial Accounting Standards (SFAS) No. 91 (SFAS
No. 91) Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases). IDC includes both internal costs (e.g., labor and overhead) and external broker fees
incurred with the origination. The costs are amortized on a lease by lease basis based on actual lease term using a straight-line method for operating leases and the effective interest rate method for direct finance leases and notes receivable. Upon
disposal of the underlying lease assets and notes receivable, both the initial direct costs and the associated accumulated amortization are relieved. Costs related to leases or notes receivable that are not consummated are not eligible for
capitalization as initial direct costs and are expensed as acquisition expense.

Acquisition expense:

Acquisition expense represents costs which include, but are not limited to, legal fees and expenses, travel and communication expenses, cost of appraisals, accounting
fees and expenses and miscellaneous expenses related to the selection and acquisition of equipment which are reimbursable to the Managing Member under the terms of the Operating Agreement. As the costs are not eligible for capitalization as initial
direct costs, such amounts are expensed as incurred.

Asset valuation:

Recorded values of the Companys asset portfolio are periodically reviewed for impairment in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. An
impairment loss is measured and recognized only if the estimated undiscounted future cash flows of the asset are less than their net book value. The estimated undiscounted future cash flows are the sum of the estimated residual value of the asset at
the end of the assets expected holding period and estimates of undiscounted future rents. The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations
in the market place are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. Impairment is measured as the
difference between the fair value (as determined by a valuation method using discounted estimated future cash flows) of the asset and its carrying value on the measurement date.



9



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##### Table of Contents

ATEL 12, LLC

(a development stage enterprise)

NOTES TO FINANCIAL STATEMENTS



|2. | Summary of Significant Accounting Policies (continued):
|-- | -------------------------------------------------------



Segment reporting:

The Company adopted the provisions of SFAS No. 131 Disclosures about Segments of an Enterprise and Related Information. SFAS No. 131 establishes annual and interim standards for operating segments of a Company. It also
requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenue, and its major customers. The Company is not organized by multiple operating segments for the
purpose of making operating decisions or assessing performance. Accordingly, the Company operates in one reportable operating segment in the United States.

The Companys chief operating decision makers are the Managing Members Chief Executive Officer and its Chief Operating Officer. The Company believes that its equipment leasing business operates as one reportable segment because:
a) the Company measures profit and loss at the equipment portfolio level as a whole; b) the chief operating decision makers do not review information based on any operating segment other than the equipment leasing transaction portfolio; c) the
Company does not maintain discrete financial information on any specific segment other than its equipment financing operations; d) the Company has not chosen to organize its business around different products and services other than equipment lease
financing; and e) the Company has not chosen to organize its business around geographic areas.

The primary geographic regions in which the Company sought
leasing opportunities were North America and Europe. Currently, 100% of the Companys operating revenues and long-lived assets are from customers domiciled in North America.

Income Taxes

The Company is treated as a partnership for federal income tax purposes. Pursuant to the provisions of
Section 701 of the Internal Revenue Code, a partnership is not subject to federal income taxes. Accordingly, the Company has provided current franchise income taxes for only those states which levy income taxes on partnerships.

Per unit data:

Net income (loss) and distributions per unit are
based upon the weighted average number of Other Members units outstanding during the period.

Recent accounting pronouncements:

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS 161), as an amendment
to SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS 161 requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The fair value of
derivative instruments and their gains and losses will need to be presented in tabular format in order to present a more complete picture of the effects of using derivative instruments. SFAS 161 is effective for financial statements issued for
fiscal years beginning after November 15, 2008. The Company is currently evaluating the impact of adopting this pronouncement.

In December 2007, the
Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141R, Business Combinations (SFAS 141R). SFAS 141R replaces SFAS 141 and establishes principles and
requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non controlling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes
disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. This standard is effective for fiscal years beginning after December 15, 2008. The Company does not presently anticipate
the adoption of SFAS 141R to significantly impact its financial position, results of operations or cash flows.



10



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##### Table of Contents

ATEL 12, LLC

(a development stage enterprise)

NOTES TO FINANCIAL STATEMENTS



|2. | Summary of Significant Accounting Policies (continued):
|-- | -------------------------------------------------------



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilitiesincluding an amendment of FASB Statement No. 115 (SFAS 159). This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve
financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is
expected to expand the use of fair value measurement, which is consistent with the Boards long-term measurement objectives for accounting for financial instruments. Upon commencement of its principal operations on January 24, 2008, the
Company adopted the provisions of SFAS 159. The adoption of SFAS 159 did not have a significant effect on the Companys financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). This standard clarifies the definition of fair value for financial reporting, establishes a framework
for measuring fair value and requires additional disclosures about the use of fair value measurements. The provisions of SFAS 157 were to be effective for fiscal years beginning after November 15, 2007. However, in February 2008, the FASB
issued FASB Staff Position (FSP) No. 157-2, which defers the effective date of SFAS 157 as it pertains to fair value measurements of nonfinancial assets and nonfinancial liabilities until fiscal years beginning after
November 15, 2008. Upon commencement of its principal operations on January 24, 2008, the Company adopted the provisions of SFAS 157 except as it applied to its investment in equipment and leases, and other nonfinancial assets and
nonfinancial liabilities as noted in FSP No. 157-2. The partial adoption of SFAS 157 did not have a significant effect on the Companys financial position, results of operations or cash flows.



|3. | Notes receivable net:
|-- | ---------------------

At March 31, 2008, the Company has a
note receivable from a borrower who has financed its purchase of equipment through the Company. The term of the note receivable is 36 months and bears interest at a rate of 11.58%. The note is secured by the equipment financed. As of March 31,
2008, the minimum future payments receivable are as follows:



|                                                    |  |  |  |   |         |  
|--------------------------------------------------- |  |  |  | - | ------- | -
|Nine months ending December 31, 2008                |  |  |  | $ | 25,824  |  
|Year ending December 31, 2009                       |  |  |  |   | 53,293  |  
|2010                                                |  |  |  |   | 53,293  |  
|2011                                                |  |  |  |   | 17,763  |  
|                                                    |  |  |  |   |         |  
|                                                    |  |  |  |   | 150,173 |  
|Less: portion representing unearned interest income |  |  |  |   | (25,173 | )
|                                                    |  |  |  |   |         |  
|Notes receivable, net                               |  |  |  | $ | 125,000 |  
|                                                    |  |  |  |   |         |  



11



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##### Table of Contents

ATEL 12, LLC

(a development stage enterprise)

NOTES TO FINANCIAL STATEMENTS



|4. | Investments in equipment and leases, net:
|-- | -----------------------------------------



The Companys investment in leases consists of the following:



|                                   |  |                         |   |                                           |   |                                                          |  |   |                      |   |  |   |        
|---------------------------------- |  | ----------------------- | - | ----------------------------------------- | - | -------------------------------------------------------- |  | - | -------------------- | - |  | - | -------
|                                   |  | BalanceDecember 31,2007 |   | Reclassifications&Additions
/Dispositions |   | Depreciation/AmortizationExpense orAmortizationof Leases |  |   | BalanceMarch 31,2008
|Net investment in operating leases |  | $                       |  |                                           | $ | 971,862                                                  |  | $ | (26,583              | ) |  | $ | 945,279
|Initial direct costs, net          |  |                         |  |                                           |   | 2,921                                                    |  |   | (70                  | ) |  |   | 2,851  
|                                   |  |                         |   |                                           |   |                                                          |  |   |                      |   |  |   |        
|Total                              |  | $                       |  |                                           | $ | 974,783                                                  |  | $ | (26,653              | ) |  | $ | 948,130
|                                   |  |                         |   |                                           |   |                                                          |  |   |                      |   |  |   |        

Additions to net investment in operating leases are stated at cost and include amounts accrued at March 31,
2008 related to asset purchase obligations.

Impairment of investments in leases and assets held for sale or lease:

Management periodically reviews the carrying values of its assets on leases and assets held for lease or sale. No impairment losses were recorded in the three months
ended March 31, 2008.

All of the Companys leased property was acquired during the first quarter of 2008. Depreciation expense on property
subject to operating leases was $26,583 for the three months ended March 31, 2008.

Operating leases:

Property on operating leases consists of the following:



|                              |  |                         |   |           |   |         |                                  |  |                      |   |  |   |         |  
|----------------------------- |  | ----------------------- | - | --------- | - | ------- | -------------------------------- |  | -------------------- | - |  | - | ------- | -
|                              |  | BalanceDecember 31,2007 |   | Additions |   |         | Reclassificationsor Dispositions |  | BalanceMarch 31,2008 |  
|Transportation                |  | $                       |  |           | $ | 971,862 |                                  |  | $                    |  |  | $ | 971,862 |  
|                              |  |                         |   |           |   |         |                                  |  |                      |   |  |   |         |  
|                              |  |                         |  |           |   | 971,862 |                                  |  |                      |  |  |   | 971,862 |  
|Less accumulated depreciation |  |                         |  |           |   | (26,583 | )                                |  |                      |  |  |   | (26,583 | )
|                              |  |                         |   |           |   |         |                                  |  |                      |   |  |   |         |  
|Total                         |  | $                       |  |           | $ | 945,279 |                                  |  | $                    |  |  | $ | 945,279 |  
|                              |  |                         |   |           |   |         |                                  |  |                      |   |  |   |         |  

At March 31, 2008, the aggregate amounts of future minimum lease payments receivable are as follows:



|                                     |  |  |  |                 |        
|------------------------------------ |  |  |  | --------------- | -------
|                                     |  |  |  | OperatingLeases
|Nine months ending December 31, 2008 |  |  |  | $               | 97,902 
|Year ending December 31, 2009        |  |  |  |                 | 130,537
|2010                                 |  |  |  |                 | 130,537
|2011                                 |  |  |  |                 | 130,537
|2012                                 |  |  |  |                 | 130,537
|2013                                 |  |  |  |                 | 130,537
|Thereafter                           |  |  |  |                 | 141,412
|                                     |  |  |  |                 |        
|                                     |  |  |  | $               | 891,999
|                                     |  |  |  |                 |        



12



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##### Table of Contents

ATEL 12, LLC

(a development stage enterprise)

NOTES TO FINANCIAL STATEMENTS



|5. | Related party transactions:
|-- | ---------------------------



The terms of the Operating Agreement provide that the Managing Member and/or affiliates are entitled to receive
certain fees for equipment management and resale and for management of the Company.

The Operating Agreement allows for the reimbursement of costs incurred
by Managing Member and/or affiliates for providing administrative services to the Company. Administrative services provided include Company accounting, investor relations, legal counsel and lease and equipment documentation. The Managing Member is
not reimbursed for services whereby it is entitled to receive a separate fee as compensation for such services, such as management of investments. Reimbursable costs incurred by the Managing Member and/or affiliates are allocated to the Company
based upon estimated time incurred by employees working on Company business and an allocation of rent and other costs based on utilization studies.

Each
of ATEL Financial Services, LLC (AFS), ATEL Leasing Corporation (ALC), ATEL Equipment Corporation (AEC) and ATEL Investor Services (AIS) is a wholly-owned subsidiary of ATEL Capital Group and performs
services for the Company. Acquisition services are performed for the Company by ALC, equipment management, lease administration and asset disposition services are performed by AEC, investor relations and communications services are performed by AIS
and general administrative services for the Company are performed by AFS.

Cost reimbursements to the Managing Member or its affiliates are based on its
costs incurred in performing administrative services for the Company. These costs are allocated to each managed entity based on certain criteria such as total assets, number of investors or contributed capital based upon the type of cost incurred.
The Managing Member believes that the costs reimbursed are the lower of (i) actual costs incurred on behalf of the Company or (ii) the amount the Company would be required to pay independent parties for comparable administrative services
in the same geographic location.

The Managing Member and/or affiliates earned commissions and reimbursements, pursuant to the Operating Agreement, during
the three months ended March 31, 2008 and for the period from February 24, 2007 (date of inception) through March 31, 2008 as follows:



|                                                                                                    |  |                                  |         |                                                                              |   |          
|--------------------------------------------------------------------------------------------------- |  | -------------------------------- | ------- | ---------------------------------------------------------------------------- | - | ---------
|                                                                                                    |  | Three monthsended March 31, 2008 |         | For the periodfrom February 24, 2007(Date of
Inception)through March 31,2008
|Selling commissions, deducted from Other Members capital                                            |  | $                                | 118,216 |                                                                              | $ | 197,255  
|Reimbursement of other syndication costs to AFS and affiliates, deducted from Other Members capital |  |                                  | 196,032 |                                                                              |   | 1,010,136
|Administrative costs reimbursed to Managing Member and/or affiliates                                |  |                                  | 10,187  |                                                                              |   | 21,732   
|Asset management fees to Managing Member and/or affiliates                                          |  |                                  | 1,117   |                                                                              |   | 1,117    
|Acquisition and initial direct costs paid to Managing Member                                        |  |                                  | 52,571  |                                                                              |   | 52,571   
|                                                                                                    |  |                                  |         |                                                                              |   |          
|                                                                                                    |  | $                                | 378,123 |                                                                              | $ | 1,282,811
|                                                                                                    |  |                                  |         |                                                                              |   |          



|6. | Syndication Costs:
|-- | ------------------

Syndication costs are reflected as a reduction
to Members capital at March 31, 2008 and as an incremental increase to Members deficit at December 31, 2007 as such costs are netted against the capital raised. The amount shown is primarily comprised of selling commissions and
fees pertaining to document preparation, regulatory filing fees, legal, and other direct costs associated with fund registration. Syndication costs totaled $314,248 for the three months ended March 31, 2008.



13



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##### Table of Contents

ATEL 12, LLC

(a development stage enterprise)

NOTES TO FINANCIAL STATEMENTS



|7. | Borrowing facilities:
|-- | ---------------------



Effective June 28, 2007, the Company and the Managing Member were added as participants, with AFS and certain of
its affiliates, in a financing arrangement with a group of financial institutions that includes certain financial covenants. The financial arrangement is comprised of a working capital term loan facility to AFS, an acquisition facility and a
warehouse facility to AFS, the Company and affiliates, and a venture facility available to an affiliate. The facility was originally $75,000,000 and expired on June 28, 2007, but was renewed for an additional two years with an availability of
$65,000,000 pending redefinition of the lender base. On July 28, 2007, with a redefinition of the lender base, the facility was amended to reset availability to $75,000,000. The arrangement expires in June 2009. The availability of borrowings
to the Company under this financing arrangement is reduced by the amount outstanding on any of the above mentioned facilities.

As of March 31, 2008
and December 31, 2007, outstanding borrowings and availability under the facility were as follows:



|                                                                                                                           |  |               |            |   |                  |   |            |  
|-------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ---------------- | - | ---------- | -
|                                                                                                                           |  | March 31,2008 |            |   | December 31,2007 |  
|Total available under the financing arrangement                                                                            |  | $             | 75,000,000 |   |                  | $ | 75,000,000 |  
|Amount borrowed by the Company under the acquisition facility                                                              |  |               |           |   |                  |   |           |  
|Amounts borrowed by affiliated partnerships and limited liability companies under the acquisition and warehouse facilities |  |               | (5,500,000 | ) |                  |   | (8,625,000 | )
|                                                                                                                           |  |               |            |   |                  |   |            |  
|Total remaining available under the acquisition and warehouse facilities                                                   |  | $             | 69,500,000 |   |                  | $ | 66,375,000 |  
|                                                                                                                           |  |               |            |   |                  |   |            |  

The Company is contingently liable for principal payments under the warehouse facility as borrowings are recourse
jointly and severally to the extent of the pro-rata share of the Companys net worth as compared to the aggregate net worth of certain of the affiliated partnerships and limited liability companies of the Company and including the Managing
Member, AFS and ALC (which latter three entities are 100% liable). The Company and its affiliates pay an annual commitment fee to have access to this line of credit. There were no borrowings under the warehouse facility as of March 31, 2008 and
December 31, 2007.

The interest rate on the Master Terms Agreement is based on either the LIBOR/Eurocurrency rate of 1-, 2-, 3- or 6-month maturity
plus a lender designated spread, or the banks Prime rate, which re-prices daily. Principal amounts of loans made under the Master Terms Agreement that are prepaid may be re-borrowed on the terms and subject to the conditions set forth under
the Master Terms Agreement.

Draws on the acquisition facility by any affiliated partnership and/or limited liability company borrower are secured by a
blanket lien on that borrowers assets, including but not limited to equipment and related leases.

To manage the warehousing facility for the holding
of assets prior to allocation to specific investor programs, a Warehousing Trust Agreement has been entered into by the Company, the Managing Member, AFS, ALC, and certain of the affiliated partnerships and limited liability companies.

The warehousing facility is used to acquire and hold, on a short-term basis, certain lease transactions that meet the investment objectives of each of such entities.
Each of the leasing programs sponsored by the Managing Member, AFS and ALC currently in its acquisition stage is a pro rata participant in the Warehousing Trust Agreement, as described below. When a program no longer has a need for short term
financing provided by the warehousing facility, it is removed from participation, and as new leasing investment entities are formed by the Managing Member, AFS and ALC and commence their acquisition stages, these new entities are added. As of
March 31, 2008, the investment program participants were ATEL Capital Equipment Fund IX, LLC, ATEL Capital Equipment Fund X, LLC, ATEL Capital Equipment Fund XI, LLC and the Company. Pursuant to the Warehousing Trust Agreement, the benefit of
the lease transaction assets, and the corresponding liabilities under the warehouse borrowing facility, inure to each of such entities based upon each entitys pro-rata share in the warehousing trust estate. The pro-rata share is
calculated as a ratio of the



14



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##### Table of Contents

ATEL 12, LLC

(a development stage enterprise)

NOTES TO FINANCIAL STATEMENTS



|7. | Borrowing facilities (continued):
|-- | ---------------------------------



net worth of each entity over the aggregate net worth of all entities benefiting from the warehouse trust estate, excepting that the trustees, the Managing
Member, AFS and ALC, are liable for their pro-rata shares of the obligations based on their respective net worth, and jointly liable for the pro rata portion of the obligations of each of the affiliated partnerships and limited liability companies
participating under the borrowing facility. Transactions are financed through this warehousing facility only until the transactions are allocated to a specific program for purchase or are otherwise disposed by the Managing Member, AFS and ALC. When
a determination is made to allocate the transaction to a specific program for purchase by the program, the purchaser repays the debt associated with the asset, either with cash or by means of the acquisition facility financing, the asset is removed
from the warehouse facility collateral, and ownership of the asset and any debt obligation associated with the asset are assumed solely by the purchasing entity.

The financing arrangement discussed above includes certain financial and non-financial covenants applicable to each borrower. The Company and affiliates were in compliance with all covenants as of March 31, 2008.



|8. | Commitments:
|-- | ------------

The terms of the Operating Agreement provided that
the Managing Member and/or affiliates are entitled to receive certain fees, in addition to the allocations described above, which are more fully described in Section 8 of the Operating Agreement. The additional fees to management include fees
for equipment management, administration and resale.

At March 31, 2008, there were commitments to fund investments in notes receivable totaling
approximately $250,000. In addition, there were commitments to purchase equity investments totaling approximately $50,000. These amounts represent contract awards which may be canceled by the prospective borrower/investee or may not be accepted by
the Company.



|9. | Guarantees:
|-- | -----------

The Company enters into contracts that contain a
variety of indemnifications. The Companys maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote. In the normal course
of business, the Company enters into contracts of various types, including lease contracts, contracts for the sale or purchase of lease assets, management contracts, loan agreements, credit lines and other debt facilities. It is prevalent industry
practice for most contracts of any significant value to include provisions that each of the contracting partiesin addition to assuming liability for breaches of the representations, warranties, and covenants that are part of the underlying
contractual obligationsalso assume an obligation to indemnify and hold the other contracting party harmless for such breaches, for harm caused by such partys gross negligence and willful misconduct, including, in certain instances,
certain costs and expenses arising from the contract. The Managing Member has substantial experience in managing similar leasing programs subject to similar contractual commitments in similar transactions, and the losses and claims arising from
these commitments have been insignificant, if any. Generally, to the extent these contracts are performed in the ordinary course of business under the reasonable business judgment of the Managing Member, no liability will arise as a result of these
provisions. The Managing Member has no reason to believe that the facts and circumstances relating to the Companys contractual commitments differ from those it has entered into on behalf of the prior programs it has managed.

The Managing Member knows of no facts or circumstances that would make the Companys contractual commitments outside standard mutual covenants applicable to
commercial transactions between businesses. Accordingly, the Company believes that these indemnification obligations are made in the ordinary course of business as part of standard commercial and industry practice, and that any potential liability
under the Companys similar commitments is remote. Should any such indemnification obligation become payable, the Company would separately record and/or disclose such liability in accordance with GAAP.



15



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##### Table of Contents

ATEL 12, LLC

(a development stage enterprise)

NOTES TO FINANCIAL STATEMENTS



|10. | Members Capital:
|--- | -----------------



As of March 31, 2008, 219,222 Units were issued and outstanding. The Fund is authorized to issue up to
20,000,000 total Units.

The Funds net income or net losses are to be allocated 100% to the Members. From the commencement of the Fund until the
initial closing date, as defined in the Companys Operating Agreement, net income and net loss shall be allocated 99% to the Managing Member and 1% to the initial Other Members. Commencing with the initial closing date, net income and net loss
shall be allocated 92.5% to the Other Members and 7.5% to the Managing Member.

Fund distributions are to be allocated 7.5% to the Managing Member and
92.5% to the Other Members.

Distributions to the Other Members as of March 31, 2008 were as follows:



|                                             |  |   |        
|-------------------------------------------- |  | - | -------
|Distributions declared                       |  | $ | 31,125 
|Weighted average number of Units outstanding |  |   | 148,849
|                                             |  |   |        
|Weighted average distributions per Unit      |  | $ | 0.21   
|                                             |  |   |        



16



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##### Table of Contents

|Item 2. | Managements Plan of Operations.
|------- | --------------------------------

The offering of ATEL
12, LLC (a development stage enterprise) (the Company or the Fund) was granted effectiveness by the Securities and Exchange Commission as of September 26, 2007. The offering will continue until the earlier of a period of
two years from that date or until sales of Units to the public reach $200,000,000.

On January 24, 2008, subscriptions for the minimum number of Units
(120,000, representing $1,200,000), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced principal operations. Subsequent
non-Pennsylvania capital contributions will be used to fund operations, invest in equipment and real estate, and provide growth capital financing as described in the Companys S-1 Registration Statement. Pennsylvania subscriptions are subject
to a separate escrow and will be released to the Fund only when it has received aggregate subscriptions for all investors equal to not less than $7,500,000.

On January 29, 2008, the Fund made its first investment in a long-term operating lease. The investment totaled $763,553 and consisted of transportation equipment leased to an operating subsidiary of a Fortune 100 company. The lease
commenced on February 1, 2008 and has a term of 84 months. Subsequently, the Company purchased an additional $208,309 of equipment for long-term operating leases during the first quarter of 2008. In addition, the Company funded investments in
notes receivable totaling $125,000.

Cash Flows

Net
cash used in operating activities totaled $19,823 for the three months ended March 31, 2008 and for the period from date of inception through March 31, 2008. Cash was primarily used to pay invoices related to startup costs, acquisition
expenses and management fees.

Net cash used in investing activities totaled $1,099,783 the three months ended March 31, 2008 and for the period from
date of inception through March 31, 2008, and was used to purchase leased assets totaling $971,862 and fund investments in notes receivable totaling $125,000 as discussed above.

Net cash provided by financing activities totaled $1,859,611 and $1,860,211 at March 31, 2008 and for the period from date of inception through March 31, 2008. The main sources of cash from financing
activities were capital contributions of $2,191,720 for the first quarter of 2008 and $2,192,320 for the period from date of inception through March 31, 2008, respectively. Both amounts were offset by $314,248 of cash used to pay for
syndications costs and $17,861 to pay distributions to both Managing Member and Other Members.

Results of Operations

The Company had net losses totaling $63,262 and $75,807 for the first quarter of 2008 and for the period from date of inception through March 31, 2008.

The results for the first quarter of 2008 were comprised of revenues totaling $30,820 offset by operating expenses totaling $94,082. Total revenues during the quarter
were mainly from operating lease revenue totaling $27,920. Total expenses were largely comprised of acquisition expense, depreciation and costs reimbursed to the Managing Member and/or affiliates totaling $49,650, $26,583 and $10,187, respectively.

Prior to January 2008, the Company had expenses totaling $12,545 related to organizational costs related to certain startup activities. The Company had no
revenues prior to January 2008.

As defined by ATEL 12, LLC Limited Liability Company Operating Agreement, acquisition expense shall mean expenses
including, but not limited to, legal fees and expenses, travel and communication expenses, costs of appraisals, accounting fees and expenses, and miscellaneous expenses relating to selection and acquisition or financing of Portfolio assets, whether
or not acquired.



17



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##### Table of Contents

|Item 4. | Controls and procedures.
|------- | ------------------------

Evaluation of disclosure
controls and procedures

The Companys Managing Members Chief Executive Officer, and Executive Vice President and Chief Financial Officer
and Chief Operating Officer (Management), evaluated the effectiveness of the Companys disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on the
evaluation of the Companys disclosure controls and procedures, the Chief Executive Officer and Executive Vice President and Chief Financial Officer and Chief Operating Officer concluded that as of the end of the period covered by this report,
the design and operation of these disclosure controls and procedures were effective.

The Company does not control the financial reporting process, and is
solely dependent on the Management of the Managing Member, who is responsible for providing the Company with financial statements in accordance with generally accepted accounting principles in the United States. The Managing Members disclosure
controls and procedures, as is applicable to the Company, were effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States.

Changes in internal control

There were no changes in the Managing Members internal control over financial reporting, as is applicable to the Company, during the quarter ended March 31, 2008 that has materially affected, or is
reasonably likely to materially affect, the Managing Members internal control over financial reporting, as is applicable to the Company.



18



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##### Table of Contents

PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings.
|------- | ------------------

In the ordinary course of conducting
business, there may be certain claims, suits, and complaints filed against the Managing Member. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Managing Members financial position or
results of operations.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.
|------- | ------------------------------------------------------------

Information provided pursuant to § 228.701 (Item 701(f)) (formerly included in Form SR):



| | (1) | Effective date of the offering: September 26, 2007; File Number: 333-142034
| | --- | ---------------------------------------------------------------------------



| | (2) | Offering commenced: September 26, 2007
| | --- | --------------------------------------



| | (3) | The offering did not terminate before any securities were sold.
| | --- | ---------------------------------------------------------------



| | (4) | The managing underwriter is ATEL Securities Corporation.
| | --- | --------------------------------------------------------



| | (5) | The title of the registered class of securities is Units of Limited Liability Company Interest.
| | --- | -------------------------------------------------------------------------------------------------



| | (6) | Aggregate amount and offering price of securities registered and sold as of March 31, 2008:
| | --- | -------------------------------------------------------------------------------------------



|                                                                                                                                                          |  |                  |           |                                                                                                                                                                                                                      |             |                                    |   |                                      |  |   |          
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | --------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | ---------------------------------- | - | ------------------------------------ |  | - | ---------
|Title of Security                                                                                                                                         |  | AmountRegistered |           | Aggregate price of offeringamount registered                                                                                                                                                                         |             | Units sold                         |   | Aggregateprice ofofferingamount sold
|Units of Limited Company Interest                                                                                                                         |  | 20,000,000       |           | $                                                                                                                                                                                                                    | 200,000,000 |                                    |   | 219,222                              |  | $ | 2,192,220
|                                                                                                                                                          | 
|(7) Costs incurred for the issuers account in connection with the issuance and distribution of the securities registered for
each category listed below: |  |                  |          
|                                                                                                                                                          |  |                  |           |                                                                                                                                                                                                                     
|                                                                                                                                                          |  |                  |           | Direct or indirectpayments to directors,officers,
ManagingMember of the issuer ortheir associates, topersons owning tenpercent or more of anyclass of equity securities ofthe issuer; and toaffiliates of the issuer |             | Direct orindirectpayments toothers |   | Total                               
|Underwriting discounts and commissions                                                                                                                    |  |                  |           | $                                                                                                                                                                                                                    | 19,703      |                                    | $ | 98,513                               |  | $ | 118,216  
|Other syndication costs                                                                                                                                   |  |                  |           |                                                                                                                                                                                                                      |            |                                    |   | 196,032                              |  |   | 196,032  
|Other expenses                                                                                                                                            |  |                  |           |                                                                                                                                                                                                                      | 19,823      |                                    |   |                                     |  |   | 19,823   
|                                                                                                                                                          |  |                  |           |                                                                                                                                                                                                                      |             |                                    |   |                                      |  |   |          
|Total expenses                                                                                                                                            |  |                  |           | $                                                                                                                                                                                                                    | 39,526      |                                    | $ | 294,545                              |  | $ | 334,071  
|                                                                                                                                                          |  |                  |           |                                                                                                                                                                                                                      |             |                                    |   |                                      |  |   |          
|                                                                                                                                                          | 
|(8) Net offering proceeds to the issuer after the total expenses in item 7:                                                                               |  | $                | 1,858,149
|                                                                                                                                                          | 
|(9) The amount of net offering proceeds to the issuer used for each of the purposes listed below:                                                         |  |                  |          
|                                                                                                                                                          |  |                  |           |                                                                                                                                                                                                                     
|                                                                                                                                                          |  |                  |           | Direct or indirectpayments to directors,officers, ManagingMember of the issuer ortheir associates,
topersons owning tenpercent or more of anyclass of equity securities ofthe issuer; and toaffiliates of the issuer |             | Direct orindirectpayments toothers |   | Total                               
|Purchase and installation of machinery and equipment                                                                                                      |  |                  |           | $                                                                                                                                                                                                                    | 2,921       |                                    | $ | 971,862                              |  | $ | 974,783  
|Investments in notes receivable                                                                                                                           |  |                  |           |                                                                                                                                                                                                                      |            |                                    |   | 125,000                              |  |   | 125,000  
|Distributions paid                                                                                                                                        |  |                  |           |                                                                                                                                                                                                                      | 1,123       |                                    |   | 16,738                               |  |   | 17,861   
|                                                                                                                                                          |  |                  |           |                                                                                                                                                                                                                      |             |                                    |   |                                      |  |   |          
|                                                                                                                                                          |  |                  |           | $                                                                                                                                                                                                                    | 4,044       |                                    | $ | 1,113,600                            |  | $ | 1,117,644
|                                                                                                                                                          |  |                  |           |                                                                                                                                                                                                                      |             |                                    |   |                                      |  |   |          
|(10) Net offering proceeds to the issuer after the total investments and distributions in item 9:                                                         |  | $                | 740,505  
|                                                                                                                                                          |  |                  |           |                                                                                                                                                                                                                      |             |                                    |   |                                      |  |   |          

Note: The distributions paid to others includes interest on escrowed contributions totaling $2,886.



|Item 3. | Defaults Upon Senior Securities.
|------- | --------------------------------

None.



|Item 4. | Submission Of Matters To A Vote Of Security Holders.
|------- | ----------------------------------------------------

None.



|Item 5. | Other Information.
|------- | ------------------

None.



|Item 6. | Exhibits.
|------- | ---------

Documents filed as a part of this report:



| | 1. | Financial Statement Schedules
| | -- | -----------------------------

All other schedules for
which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable, and therefore have been omitted.



| | 2. | Other Exhibits
| | -- | --------------



|     |  |                                                                       
|---- |  | ----------------------------------------------------------------------
|     | 
|31.1 |  | Rule 13a-14(a)/ 15d-14(a) Certification of Dean L. Cash               
|     | 
|31.2 |  | Rule 13a-14(a)/ 15d-14(a) Certification of Paritosh K. Choksi         
|     | 
|32.1 |  | Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash      
|     | 
|32.2 |  | Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi



19



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##### Table of Contents

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 thereunto duly authorized.

Date: May 13, 2008



ATEL 12, LLC (Registrant)By:

ATEL Associates 12, LLCManaging Member of Registrant




|    |  |                                                                                                                                                           
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 
|By: |  | /s/ Dean L. Cash                                                                                                                                          
|    |  | Dean L. Cash Chairman of the Board, President and
Chief Executive Officer of ATEL Associates 12, LLC (Managing Member)                                    
|    | 
|By: |  | /s/ Paritosh K. Choksi                                                                                                                                    
|    |  | Paritosh K. Choksi Director, Executive Vice President
and Chief Financial Officer and Chief Operating Officer of ATEL Associates 12, LLC (Managing Member)
|    | 
|By: |  | /s/ Samuel Schussler                                                                                                                                      
|    |  | Samuel Schussler Vice President and Chief Accounting
Officer of ATEL Associates 12, LLC (Managing Member)                                                 



20