**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-Q**


(Mark
      One)




x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
                OF
                1934





For
      the
      quarterly period ended March
      31, 2008




o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                ACT





For
      the
      transition period from __________ to ____________.





Commission
      file number: 000-52614





**Show
      Me Ethanol, LLC**


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





Missouri
            
            20-4594551(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (IRS
                EmployerIdentification
                No.)




P.
      O. Box
      9


26530
      Highway 24 East Carrollton, Missouri 64633


(Address
      of principal executive offices)





(660)542-6493


(Issuer’s
      telephone number)





Check
      whether the small business issuer (1) 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 small business issuer was
      required to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days.





Yes x No o




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 and large accelerated filer” in Rule 12b-2 of
      the Exchange Act. (Check one):




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 Exchange Act).





Yes o No x





As
      of
      March 31, 2008, the latest practicable date, 1,498 of the issuer’s Class A
      Membership Units, were issued and outstanding.









**PART
      1 - FINANCIAL INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS (UNAUDITED)**




**SHOW
        ME ETHANOL, LLC**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 
 **BALANCE
        SHEETS**
 **March
        31, 2008 and December 31,2007**
 
 March
                  31,2008
              
              December
                  31,(Unaudited)
              
              2007**ASSETS**CURRENT
                  ASSETSCash
              
              $
              2,492,924
              
              $
              4,652,087Accounts
                  receivable
              
              
              19,311
              
              
              -Prepaid
                  expenses
              
              
              39,341
              
              
              74,663Total
                  current assets
              
              
              2,551,576
              
              
              4,726,750PROPERTY,
                  PLANT AND EQUIPMENT, NET
              
              
              69,752,064
              
              
              57,418,703OTHER
                  ASSETS
              
              
              436,654
              
              
              679,462Total
                  assets
              
              $
              72,740,294
              
              $
              62,824,915**LIABILITIES
                  AND MEMBERS' EQUITY**CURRENT
                  LIABILITIESAccounts
                  payable
              
              
              3,032,071
              
              
              7,590,914Accrued
                  expenses
              
              
              28,353
              
              
              9,789Current
                  portion of long term debt
              
              
              1,879,498
              
              
              19,238Total
                  current liabilities
              
              
              4,939,922
              
              
              7,619,941LONG-TERM
                  DEBT
              
              
              35,023,921
              
              
              22,240,221Total
                  liabilities
              
              
              39,963,843
              
              
              29,860,162MEMBERS'
                  EQUITYClass
                  A capital units, 1,498 issued
              
              
              22,969,600
              
              
              22,969,600Class
                  B capital units, 422 issued
              
              
              6,317,365
              
              
              6,317,365Class
                  C capital units, 213 issued
              
              
              3,189,118
              
              
              3,189,118Retained
                  earnings
              
              
              300,368
              
              
              488,670Total
                  members' equity
              
              
              32,776,451
              
              
              32,964,753Total
                  liabilities and members' equity
              
              $
              72,740,294
              
              $
              62,824,915
 
 See
        Notes
        to Financial Statements.
  2
  **SHOW
        ME ETHANOL, LLC**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 
 **STATEMENTS
        OF OPERATIONS**
 **For
        the Three Months Ended March 31, 2008 and 2007 and the Period
        from**
 **January
        24, 2006 (Inception) through March 31, 2008**
 **(Unaudited)**
 
 January
                  24,Three
                  Months
              
              Three
                  Months
              
              2006
                  (Inception)Ended
              
              Ended
              
              throughMarch
                  31,
              
              March
                  31,
              
              March
                  31,2008
              
              2007
              
              2008GENERAL
                  AND ADMINISTRATIVEEXPENSESProfessional
                  fees
              
              $
              39,474
              
              $
              73,705
              
              $
              364,662Salaries,
                  wages and benefits
              
              
              133,675
              
              
              30,800
              
              
              414,013Consulting
              
              
              8,458
              
              
              298
              
              
              63,682Managers'
                  fees and expenses
              
              
              -
              
              
              3,900
              
              
              29,900Insurance
              
              
              1,895
              
              
              5,160
              
              
              30,515Travel
              
              
              4,795
              
              
              2,114
              
              
              18,443Supplies
              
              
              14,680
              
              
              294
              
              
              21,333Utilities
              
              
              -
              
              
              2,500
              
              
              5,318Postage
              
              
              1,806
              
              
              807
              
              
              4,876Printing
              
              
              -
              
              
              -
              
              
              564Other
                  expenses
              
              
              10,252
              
              
              2,272
              
              
              12,912Total
                  expenses
              
              
              215,035
              
              
              121,850
              
              
              966,218OTHER
                  INCOME (EXPENSE)Grant
                  income
              
              
              -
              
              
              -
              
              
              65,000Interest
                  income
              
              
              26,733
              
              
              305,726
              
              
              1,201,586Net
                  other income
              
              
              26,733
              
              
              305,726
              
              
              1,266,586Net
                  income (loss)
              
              $
              (188,302
              )
              $
              183,876
              
              $
              300,368Net
                  (loss) income per unit - basic and diluted
              
              $
              (88.28
              )
              $
              86.21Weighted
                  average units outstanding - basic and diluted
              
              
              2,133
              
              
              2,133
 
 See
        Notes
        to Financial Statements.
  3
  **SHOW
        ME ETHANOL, LLC**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 
 **STATEMENTS
        OF MEMBERS' EQUITY**
 **For
        the Three Months Ended March 31, 2008 and the Period from January 24, 2006
        (Inception) through December 31, 2007**
 
 Class
                  A
              
              Class
                  B
              
              Class
                  C
              
              RetainedUnits
              
              Amount
              
              Units
              
              Amount
              
              Units
              
              Amount
              
              Earnings
              
              TotalInception,
                  January 24, 2006
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -Units
                  subscribed
              
              
              1,498
              
              
              22,470,000
              
              
              422
              
              
              6,330,000
              
              
              213
              
              
              3,195,000
              
              
              -
              
              
              31,995,000Subscriptions
                  receivable
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,000,000
              )
              
              -
              
              
              -
              
              
              -
              
              
              (2,000,000
              )Cost
                  of raising capital
              
              
              -
              
              
              (48,400
              )
              
              -
              
              
              (13,635
              )
              
              -
              
              
              (6,882
              )
              
              -
              
              
              (68,917
              )Subscription
                  fees
              
              
              -
              
              
              548,000
              
              
              -
              
              
              1,000
              
              
              -
              
              
              1,000
              
              
              -
              
              
              550,000Net
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              219,864
              
              
              219,864Balance,
                  December 31, 2006
              
              
              1,498
              
              $
              22,969,600
              
              
              422
              
              $
              4,317,365
              
              
              213
              
              $
              3,189,118
              
              $
              219,864
              
              $
              30,695,947Subscriptions
                  received
              
              
              -
              
              
              -
              
              
              -
              
              
              2,000,000
              
              
              -
              
              
              -
              
              
              -
              
              
              2,000,000Net
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              268,806
              
              
              268,806Balance,
                  December 31, 2007
              
              
              1,498
              
              
              22,969,600
              
              
              422
              
              $
              6,317,365
              
              
              213
              
              $
              3,189,118
              
              $
              488,670
              
              $
              32,964,753Net
                  loss (Unaudited)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (188,302
              )
              
              (188,302
              )Balance,
                  March 31, 2008
              
              
              1,498
              
              $
              22,969,600
              
              
              422
              
              $
              6,317,365
              
              
              213
              
              $
              3,189,118
              
              $
              300,368
              
              $
              32,776,451
 
 See
        Notes
        to Financial Statements.
  4
  **SHOW
        ME ETHANOL, LLC**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 
 **STATEMENTS
        OF CASH FLOWS**
 **For
        the Three Months Ended March 31, 2008 and 2007 and**
 **the
        Period from January 24, 2006 (Inception) through March 31,
        2008**
 **(Unaudited)**
 
 January
                  24,Three
                  Months
              
              Three
                  Months
              
              2006Ended
              
              Ended
              
              (Inception)
                  toMarch
                  31,
              
              March
                  31,
              
              March
                  312008
              
              2007
              
              2008CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  income (loss)
              
              $
              (188,302
              )
              $
              183,876
              
              $
              300,368Adjustments
                  to reconcile net income (loss) to net cash provided (used) by operating
                  activities:Accounts
                  receivable
              
              
              (19,311
              )
              
              -
              
              
              (19,311
              )Prepaid
                  expenses
              
              
              35,322
              
              
              5,160
              
              
              (39,341
              )Accounts
                  payable
              
              
              (38,712
              )
              
              34,600
              
              
              -Accrued
                  expenses
              
              
              18,564
              
              
              -
              
              
              28,353Depreciation
              
              
              -
              
              
              1,772
              
              
              -Due
                  to Related Parties
              
              
              -
              
              
              1,570
              
              
              -Net
                  cash provided (used) by operating activities
              
              
              (192,439
              )
              
              226,978
              
              
              270,069CASH
                  FLOWS FROM INVESTING ACTIVITIESPurchases
                  of property, plant and equipment
              
              
              (16,598,804
              )
              
              (552,249
              )
              
              (64,613,693
              )Purchase
                  of other assets
              
              
              -
              
              
              -
              
              
              (1,000
              )Net
                  cash used in investing activities
              
              
              (16,598,804
              )
              
              (552,249
              )
              
              (64,614,693
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  from issuance of long-term debt
              
              
              14,643,960
              
              
              -
              
              
              36,820,504Payments
                  for financing costs
              
              
              (11,880
              )
              
              (435,407
              )
              
              (435,655
              )Principal
                  payments on long-term debt
              
              
              -
              
              
              (23,384
              )
              
              (23,384
              )Net
                  short-term borrowing from member
              
              
              -
              
              
              -
              
              
              1,995,000Member
                  units sold
              
              
              -
              
              
              -
              
              
              28,000,000Subscription
                  fees received
              
              
              -
              
              
              -
              
              
              550,000Cost
                  of raising capital
              
              
              -
              
              
              -
              
              
              (68,917
              )Net
                  cash provided (used) by financing activities
              
              
              14,632,080
              
              
              (458,791
              )
              
              66,837,548Net
                  change in cash
              
              
              (2,159,163
              )
              
              (784,062
              )
              
              2,492,924Cash,
                  beginning of period
              
              
              4,652,087
              
              
              26,533,937
              
              
              -Cash,
                  end of period
              
              $
              2,492,924
              
              $
              25,749,875
              
              $
              2,492,924
 
 See
        Notes
        to Financial Statements.
  5




**SHOW
        ME ETHANOL, LLC**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 ( **Unaudited** )
  **1.**
              **SIGNIFICANT
                  ACCOUNTING POLICIES**
 
 *Description
        of business:* Show Me
        Ethanol, LLC is a limited liability company organized in the State of Missouri
        for the purpose of developing, owning and operating a 55 million gallon per
        year
        dry-mill ethanol plant and a related co-products processing facility in west
        central Missouri. Show Me Ethanol, LLC was organized on January 24, 2006.
        The
        financial statements are presented in accordance with generally accepted
        accounting principles in the United States of America.
 
 The
        Company is in the development stage and is subject to the risks and challenges
        similar to other companies in a comparable stage of development. The risks
        include, but are not limited to, dependence on key individuals, successful
        development and construction of the plant, and the ability to secure adequate
        financing to meet the minimum capital required to successfully complete the
        project. As of March 31, 2008, the Company is in the development stage with
        its
        efforts being principally devoted to construction activities.
 
 *Fiscal
        reporting period:* The
        Company has adopted a fiscal year ending December 31 st for
        reporting financial operations.
 
 *Basis
        of accounting and presentation:* The
        Company uses the accrual basis of accounting in accordance with generally
        accepted accounting principles. Under this method, revenues are recognized
        when
        earned and expenses as incurred. The accompanying financial statements reflect
        all adjustments that are, in the opinion of management, necessary to fairly
        present financial position, results of operations and cash flows of the Company.
        The balance sheet of the Company as of December 31, 2007 has been derived
        from
        the audit of the Company as of that date.
 
 *Management
        estimates:* Management
        uses estimates and assumptions in preparing these financial statements in
        accordance with U.S. generally accepted accounting principles. Those estimates
        and assumptions affect the reported amounts of assets and liabilities, the
        disclosures of contingent assets and liabilities, and the reported revenues
        and
        expenses. Actual results could vary from the estimates that were
        used.
 
 *Cash:* Cash
        consists of an interest bearing demand deposit account which exceeds the
        amount
        insured by the U.S. Federal Deposit Insurance Corporation (FDIC).
 
 *Land
        easement and engineering services:* Costs
        incurred for the purchase of the land easements are capitalized. Engineering
        costs that relate to future acquisition of property and equipment are
        capitalized. Depreciation or amortization of engineering costs is computed
        using
        the straight line method over the estimated useful life of the related assets
        when the assets are placed in service.
 
 *Property,
        plant and equipment* :
        Property, plant and equipment is stated at cost. Depreciation is computed
        using
        the straight-line method over their estimated useful lives.
  6
  *Capitalized
        interest:* Interest
        costs incurred on borrowings during the construction period are capitalized
        as
        part of the cost of the ethanol plant. Total interest and fees capitalized
        during the quarter ended March 31, 2008 was $559,798 and from inception through
        March 31, 2008 was $1,124,254.
 
 *Restricted
        cash:* Cash
        that is restricted or reserved for purposes other than funding operations
        is
        classified as restricted cash on the balance sheet.
 
 *Income
        taxes* :
        The
        Company is organized as a limited liability company under Missouri law. As
        a
        limited liability company that has elected to be taxed as a partnership,
        the
        Company’s earnings pass through to the members and are taxed at the member
        level. Accordingly, no income tax provision has been included in these financial
        statements. Differences between the financial statement basis of assets and
        the
        tax basis of assets is related to depreciation and the capitalization and
        amortization of organization and start-up costs for tax purposes, whereas
        these
        costs were expensed for financial statement purposes.
 
 *Earnings
        per capital unit:* For
        purposes of calculating basic earnings per capital unit, capital units
        subscribed for and issued by the Company are considered outstanding on the
        effective date of issuance. For purposes of calculating diluted earnings
        per
        capital unit, subscribed units are included in the calculation of earnings
        per
        unit based on the treasury unit method. There were no differences between
        basic
        and diluted earnings per unit for any periods from inception through March
        31,
        2008.
 
 *Segment
        information:* The
        Company follows SFAS 131, “Disclosures about Segments of an Enterprise and
        Related Information”. Certain information is disclosed, per SFAS 131, based on
        the way management organizes financial information for making operating
        decisions and assessing performance. The Company currently operates in a
        single
        segment and will evaluate additional segment disclosure requirements as it
        expands its operations.
 
 *Long-lived
        assets:* The
        Company reviews the value of its non-current assets for impairment whenever
        events indicate that the carrying amount of the asset may not be recoverable.
        An
        impairment loss is recorded when the sum of the future cash flows is less
        than
        the carrying amount of the asset. The amount of the loss is determined by
        comparing the fair value of the asset to the carrying amount of the asset.
        Such
        assessments did not result in any adjustment to the value of non-current
        assets.
 
 *Organizational
        costs and start up costs:* The
        Company expenses all organizational and start up costs as incurred.
        Organizational costs consist of amounts related to the formation of the Company.
        Start-up costs consists of amounts incurred during the development stage
        related
        to the operation and management of the Company, which do not qualify as a
        capitalized cost.
 
 *Cost
        of raising capital:* The
        Company has netted the cost of raising capital against the proceeds from
        the
        sale of membership units. The costs are allocated to members’ equity in
        proportion to the number of units issued by class. Offering costs include
        direct
        costs related to the offering such as legal fees, accounting fees and other
        direct costs associated with the offering.
 
 *Revenue
        recognition:* Revenue
        from the production of ethanol and related products will be recorded upon
        shipment to customers. Interest income is recognized as earned. Income from
        government grant programs is recognized as costs are incurred and requests
        for
        reimbursement are filed by the Company.
  7
  *Fair
        value of financial instruments:* Fair
        value estimates discussed herein are based upon certain market assumptions
        and
        pertinent information available to management as of March 31, 2008. The
        respective carrying value of certain on-balance-sheet financial instruments
        approximated their fair values. These financial instruments include cash,
        prepaid expenses, accounts payable and long-term debt. Fair values were assumed
        to approximate carrying values for these financial instruments.
 
 *Recently
        issued accounting pronouncements:* On March
        19, 2008, The FASB issued FASB Statement No. 161, Disclosures about *Derivative
        Instruments and Hedging Activities – an Amendment of FASB Statement
        133* .
        Statement 161 enhances required disclosures regarding derivatives and hedging
        activities, including enhanced disclosures regarding how: (a) an entity uses
        derivative instruments; (b) derivative instruments and related hedged items
        are
        accounted for under FASB Statement 133, *Accounting
        for Derivative Instruments and Hedging Activities* ;
        and (c)
        derivative instruments and related hedged items effect an entity’s financial
        position, financial performance, and cash flows. Specifically, Statement
        161
        requires:
 Disclosure
        of the objective for using derivative instruments be disclosed in terms of
        underlying risk and accounting designation;
 Disclosure
        of the fair values of derivative instruments and their gains and losses in
        a
        tabular format:
 Disclosure
        of information about credit-risk related contingent features; and
 Cross-reference
        from the derivative footnote to other footnotes in which derivative-related
        information is disclosed.
 
 Statement
        161 is effective for fiscal years and interim periods beginning after November
        15, 2008. Early application is encouraged. Management is currently evaluating
        the impact of this Statement, if any, on the financial statements of the
        Company.
 
 **2.**
              **RELATED
                  PARTIES**
 
 During
        June 2006, the Company borrowed $2,000,000 from a member. The borrowing was
        utilized to make an initial down payment on the contract for the construction
        of
        the ethanol plant. Upon completion of the Company’s equity drive, $1,995,000 of
        the borrowing was converted into 133 Class C membership units and $5,000
        was
        repaid to the member. Interest in the amount of $36,844 was paid to the member
        on the borrowing.
 
 On
        April
        30, 2007 the Company entered into an agreement of right of first purchase
        and
        right of first refusal with Ray-Carroll Grain Growers, Inc. (the “buy-sell
        agreement”). Pursuant to the buy-sell agreement, the Company has granted a right
        of first purchase and a right of first refusal to purchase all or any part
        of
        the property comprising the ethanol plant currently under construction. In
        exchange, Ray-Carroll Grain Growers, Inc. has granted the Company a right
        of
        first purchase and a right of first refusal to purchase all or any part of
        certain grain elevator property. The buy-sell agreement’s term is through April
        30, 2027.
 
 The
        Company also has multiple agreements in place with Ray-Carroll County Grain
        Growers, Inc., as noted in note 9.
  8
  **3.**
              **PROPERTY,
                  PLANT AND EQUIPMENT**
 
 Property,
        plant and equipment consists of the following:
 
 March
                  31,
              
              December
                  31,2008
              
              2007Land
              
              $
              2,283,189
              
              $
              2,024,620Equipment
              
              
              5,850,686
              
              
              192,469Construction
                  in progress
              
              
              61,641,221
              
              
              55,219,331Total
                  property, plant and equipment
              
              
              69,775,096
              
              
              57,436,420Less
                  accumulated depreciation
              
              
              23,032
              
              
              17,717Net
                  property, plant and equipment
              
              $
              69,752,064
              
              $
              57,418,703
 
 There
        was
        no depreciation expense from inception through December 31, 2006. Depreciation
        expense during the construction period has been capitalized as part of the
        plant
        construction costs.
 
 Most
        of
        the construction is being performed under contract agreements. As of March
        31,
        2008, total retainage payable was $2,957,634and
        is included in accounts payable in these financial statements.
 
 **4.**
              **MEMBERS’
                  EQUITY**
 
 The
        Company was formed on January 24, 2006 to have a perpetual life. The Company
        has
        three classes of membership units (Classes A, B and C) with each unit
        representing a pro rata ownership interest in the Company’s capital, profits,
        losses and distributions. Generally, income and losses are allocated to all
        members in proportion to units held, regardless of class. Membership units
        are
        restricted securities under federal and state securities laws and will not
        be
        transferable unless certain conditions imposed by those laws and the Company’s
        operating agreement are met.
 
 Members
        of all classes vote on all matters reserved for member approval as detailed
        in
        the operating agreement in proportion to the percentage interest held in
        the
        Company as a whole. All classes of membership units have similar voting rights
        other than for electing the Board of Managers to represent their respective
        classes. Members vote as a class to elect managers, with Class A, B, and
        C
        members being entitled to vote for seven, two and one manager positions,
        respectively. The eleventh member of the Board of Managers shall be chosen
        by
        the ten managers elected by the members and shall not be a member of the
        Company
        or an employee of a member.
 
 Members
        must approve any substantial changes to the operating agreement, merger or
        consolidation with another business entity, sale of substantially all of
        the
        Company’s assets or voluntary dissolution. The Board of Managers decides all
        other matters regarding operation and management of the Company. With the
        exception of voting for managers as a class, all membership units are identical
        in their rights under the operating agreement.
 
 The
        Board
        of Managers must approve all transfers or other dispositions of membership
        units. Upon an event of withdrawal of a member, as defined in the operating
        agreement, the Board of Managers may, but is not required to, elect to cause
        the
        Company to purchase such members’ interest at a price equal to fair market value
        as agreed to among the members, including the selling member.
  9
  The
        Company issued a confidential disclosure statement dated June 1, 2006 for
        the
        sale of up to 2,000 Class A membership units, with a minimum of $12,825,000
        and
        a maximum of $30,000,000 raised from such offering of units. The
 private
        offering was available only to persons who were residents of the State of
        Missouri and investors were required to purchase a minimum of two (2) units,
        up
        to a maximum of thirty-four (34) units. Upon the execution of a subscription
        agreement for Class A units, a purchaser of Class A units was required to
        (i)
        pay a $1,000 subscription fee, (ii) pay 10% of the total purchase price of
        the
        Class A units subscribed, which was deposited into the Company’s escrow account
        for the offering, and (iii) deliver an executed promissory note in the amount
        of
        the remaining 90% balance of the subscription amount. Payments of amounts
        due
        under the promissory notes were subject to the call of the Board of Managers,
        with payment due within ten (10) days of the notice of the call. The units
        had
        an offering price of $15,000 per unit.
 
 The
        private offering for Class A units was closed in August 2006 with 1,498
        membership units being sold to 548 members for total proceeds of $23,018,000,
        including $548,000 of subscription fees.
 
 The
        Class
        B units authorized for issuance by the Company were reserved for sale to
        Ray-Carroll County Grain Growers, Inc. A total of 422 Class B units have
        been
        issued at a price of $15,000 per unit, for total cash proceeds of $4,331,000,
        including $1,000 in subscription fees, and $2,000,000 in land and easements.
        Title to the land and easements was transferred to the Company in January
        2007
        as settlement for the subscription receivable.
 
 The
        Class
        C units authorized for issuance by the Company were reserved for sale to
        a group
        of investors under a separate offering. A total of 213 Class C units have
        been
        issued at a price of $15,000 per unit, for total proceeds of $3,196,000,
        including $1,000 in subscription fees.
 
 All
        Class
        A, B, and C unit subscriptions were accepted on September 26, 2006.
 
 **5.**
              **FINANCING
                  ARRANGEMENTS**
 
 On
        March
        1, 2007, the Company entered into a credit agreement with FCS Financial,
        PCA
        (FCS) under which FSC will perform agent and servicing responsibilities in
        the
        closing and funding of a $48 million construction and term loan agreement
        for
        the Company. Under the terms of the loan agreement, the Company is obligated
        to
        spend a minimum of $15,800,000 on the ethanol project using equity funds
        before
        requesting draws on the construction loan. The loan will be secured by all
        of
        the Company’s real property and personal property now owned or hereafter
        acquired by the Company. As of March 31, 2008 and December 31, 2007 the balance
        on this loan was $36,809,167 and $22,176,542 respectively.
 
 Once
        the
        construction loan is converted to a term loan, the term loan shall be repaid
        over ten years starting on the conversion date. The Company will make quarterly
        principal payments, with interest payable monthly at either fixed or variable
        rates, to be determined by the Company at the conversion date. The Company
        will
        also be required to pay fifty percent of its excess cash flow, as defined
        in the
        loan agreement, on an annual basis to repay the loan until such time as
        $15,000,000 of excess cash flow has been used to reduce the principal balance
        of
        the loan.
 
 The
        Company incurred $435,654 in financing costs to secure the above financing.
        This
        cost has been capitalized (and is included in other non-current assets on
        the
        balance sheet) and will be amortized over the life of the loan once permanent
        financing is in place. From inception through March 31, 2008, the Company
        has
        not amortized any of this deferred cost.
  10
  In
        addition, the Company is required to pay an unused commitment fee on the
        average
        daily unused portion of the commitment by FCS, including the revolving credit
        agreement discussed below, at the rate of 0.30% per annum, payable monthly.
        During the year ended December 31, 2007 the Company has paid $115,378 and
        during
        the quarter ended March 31, 2008, $22,704 in unused commitment fees which
        were
        capitalized as property, plant and equipment in these financial statements.
 
 In
        March
        2007, the Company purchased a piece of equipment for $113,800 with $106,300
        being financed by the equipment manufacturer. The Company is required to
        make
        five annual payments of $23,383, including interest at 5.0% with the last
        payment being due in March 2011. As of March 31, 2008, the outstanding balance
        on this loan is $63,666. The Company is accruing interest on this loan. The
        interest expense has been capitalized as a part of construction in progress.
 
 The
        Company leases office equipment under a capital lease for a term of four
        years
        expiring February 2012. The lease obligation is payable in monthly installments
        of $636 with a final installment of $2,891.
 
 The
        estimated maturities of long-term debt during the years ending March 31,
        assuming the current construction note balance with the first installment
        on
        approximately August 1, 2008, when it is converted to a term loan are as
        follows:
 
 Long
                  Term
              
              Capital
                  LeaseDebt
              
              Obligations2009
              
              
              
              $
              1,872,511
              
              $
              7,6342010
              
              
              
              
              3,873,953
              
              
              7,6342011
              
              
              
              
              4,081,287
              
              
              7,6342012
              
              
              
              
              4,276,361
              
              
              9,2492013
              
              
              
              
              4,505,329
              
              
              -Thereafter
              
              
              
              
              18,263,390
              
              
              -Total
                  long-term debt
              
              $
              36,872,831
              
              
              32,151Less
                  amount representing interest
              
              
              
              
              
              -1,565Present
                  value of future minimum lease payments
              
              
              
              
              $
              30,586
 
 Equipment
        under capital lease totaled $31,797 with no accumulated depreciation as of
        March
        31, 2008. There was no equipment under capital lease as of December 31,
        2007.
 
 On
        November 6, 2007, the Company entered into a revolving credit agreement with
        FCS
        for up to $5 million. Borrowings under the revolving credit agreement are
        subject to availability under a borrowing base calculation based on accounts
        receivable, inventory and accounts payable; however, up to $2 million may
        be
        requested without the requirement of a borrowing base. Each borrowing, at
        the
        option of the Company, can be a revolving base rate loan or a revolving LIBOR
        rate loan. The revolving loan will be secured by all of the Company’s real
        property and personal property now owned or hereafter acquired by the Company.
        The revolving credit agreement matures thirty-six months from the date of
        the
        initial disbursement under the agreement.
 
 Under
        the
        terms of the revolving credit agreement, the Company may request that FCS
        issue
        one or more letters of credit, subject to borrowing availability. On November
        6,
        2007, a $480,000 letter of credit was issued by FCS on behalf of the Company
        in
        favor of a contractor working on the ethanol project. The letter of credit
        has a
        term of one year and is considered a portion of the revolving credit
        agreement.
 
 The
        revolving credit agreement includes a 0.50% closing fee, to be paid at closing
        on the entire amount of the revolving loan commitment and an unused commitment
        fee of 0.30% of the unused portion of the revolving loan commitment, payable
        monthly. The Company agrees to pay FCS a fee of 2.5%, payable quarterly,
        on the
        face amount of each letter of credit issued.
  11
  The
        Company entered into agreements in September 2007 to construct an
        interconnecting gas pipeline to deliver the natural gas required for the
        plant.
        The total cost of this project is approximately $1.1 million and financing
        was
        still being negotiated at March 31, 2008.
 
 **6.**
              **GRANT
                  REVENUE**
 
 During
        2006, the Company received a value-added agricultural product market development
        grant from the Missouri Agriculture and Small Business Development Authority.
        The grant provides matching funds not to exceed $164,818 for working capital
        expenses. Since inception through June 30, 2007 the Company applied for and
        received $164,818 under this grant. Of this amount, $65,000 was recorded
        as
        grant revenue, $29,000 was netted against the costs of raising capital, and
        $70,818 was netted against construction in progress.
 
 **7.**
              **CHAPTER
                  100 BONDS**
 
 In
        September 2006, the Company entered into an Economic Development Agreement
        with
        the County of Carroll, Missouri to implement a tax abatement plan under Missouri
        Statutes Chapter 100. The plan provides for 100% abatement of real property
        taxes for twenty years (through December 2028 or twenty years from the
        construction and commercial operation of the plant, whichever is later) to
        improve the Company’s cash flow and savings of expenses. Under the plan, legal
        title of the Company’s real property will be transferred to the County. On April
        29 th ,
        2008
        the County issued bonds under Chapter 100 of the Missouri Revised Statutes
        in
        the aggregate amount of $88.5 million. The bonds were issued to the Company,
        so
        no cash will exchange hands. The County then leased the real estate back
        to the
        Company. The lease payments will be equal to the amount of the payments on
        the
        bonds. All of the Company’s right, title, and interest in the bonds are pledged
        to their finance company as additional security for the construction and
        term
        loan. At any time, the Company has the option to purchase the real property
        by
        paying off the bonds, paying the trustee fees, plus $1,000.
 
 In
        return
        for the abatement of property taxes by the County, the Company has agreed
        to pay
        the County an issuance fee of $10,000 and an additional $10,000 on each
        anniversary date thereafter until the bonds are no longer outstanding. In
        addition, the Company has agreed to make annual grant payments in lieu of
        property taxes beginning in 2009 in the amount of $90,000 for twenty years,
        the
        expected term of the bonds. The Company also agrees to pay the fees of the
        bond
        counsel for the transaction and any financial advisor selected by the County.
        Due to the form of the transaction, the Company has not recorded the bond
        or the
        capital lease associated with sale lease-back transaction. The original cost
        of
        the Company’s property and equipment is being recorded on the balance sheet and
        will be depreciated accordingly. To correlate with the mortgaged debt, the
        bond
        has also been assigned to the senior lender as collateral.
 
 **8.**
              **REGULATION**
 
 The
        construction of the plant requires various state and local permits to comply
        with existing governmental regulations designed to protect the environment
        and
        worker safety. The Company is subject to regulation on emissions of the United
        States Environmental Protection Agency (EPA) which require the Company to
        obtain
        air, water and other permits or approvals in connection with the construction
        and operation of the Company’s business. State and federal rules can and do
        change and such changes could result in greater regulatory burdens on the
        Company.
 
 The
        ethanol production will require the Company to emit a significant amount
        of
        carbon dioxide into the air. Current Missouri law regulating emission does
        not
        restrict or prevent the Company from emitting carbon dioxide in to the air,
        but
        this could change in the future.
  12
  The
        Company is in the process of obtaining the necessary air and water permits
        to
        operate the plant, including a permit to discharge wastewater from the
        plant.
 
 In
        addition to the foregoing regulations affecting air and water quality, the
        Company is subject to regulation for fuel storage tanks. If the Company is
        found
        to have violated federal, state or local environmental regulations in the
        future, the Company could incur liability for clean-up costs, damage claims
        from
        third parties and civil and criminal penalties that could adversely affect
        its
        business.
  **9.**
              **COMMITMENTS,
                  CONTINGENCIES AND SUBSEQUENT EVENTS**
 
 The
        Company has taken assignment from Ray-Carroll County Grain Growers, Inc.
        of an
        agreement with U.S. Energy Services, Inc. for energy management and engineering
        services. The initial term of the agreement began on December 1, 2005 and
        will
        continue until twelve months after the plant’s completion date. After the
        initial term, the agreement will be month-to-month. The agreement provides
        for
        fees of $2,900 per month through December 1, 2006, then $3,137 per month
        for the
        next 12 months. There is an annual increase of 4% each year on the anniversary
        date. Total fees of $9,411 were paid under this agreement during the quarter
        ended March 31, 2008 and $78,953 was paid during the period from inception
        through March 31, 2008.
 
 The
        Company has entered into an agreement with Ray-Carroll County Grain Growers,
        Inc. to perform management, administrative, accounting, clerical and other
        services such as project management and operations management. The agreement
        began on November 29, 2006. Effective October 1, 2007, the agreement has
        been
        terminated. The agreement has a fee schedule attached, listing the per hour
        cost
        for each service. The Company incurred total expenses related to this service
        agreement of $127,665 during the year ended December 31, 2007 and $179,974
        during the period from inception through March 31, 2008.
 
 In
        March
        2006, the Company entered into a grain supply agreement with Ray-Carroll
        County
        Grain Growers, Inc. Under the agreement, the Company agrees to purchase all
        corn
        needed to operate a 50-65 million gallon per year ethanol facility, up to
        twenty-two million bushels per year. The Company agreed to pay $0.116 per
        bushel
        over Ray-Carroll County Grain Growers, Inc.’s posted bid at their Carrollton
        facility, with the rate increasing annually by 3.0%. At March 31, 2008 the
        rate
        was $0.1195. The term of this agreement is twenty years from the first delivery
        of the product by the supplier to the Company. As of March 31, 2008, the
        Company
        has entered into forward purchase contracts under this agreement totaling
        2.45
        million bushels for delivery May through August 2008. These forward purchase
        contracts are considered to be in the normal course of business and are intended
        to be settled in product.
 
 On
        July
        14, 2006, the Company entered into a contract with ICM, Inc. to construct
        a
        dry-mill fuel-grade ethanol plant. The contract price is approximately $64.4
        million. Construction of the plant is in progress and is estimated to be
        completed by June 2008, with a total estimated project cost, including the
        above
        construction contract, of approximately $82 million. As of March 31, 2008,
        the
        Company has incurred costs under this contract of approximately $57.1 million.
        Of that amount, approximately $2.8 million is being held as retainage and
        is
        included in accounts payable in the balance sheet.
 
 In
        February 2007, the Company contracted with a company to construct a 178,600
        bushel corn receiving/grinding facility on the site in Carrollton, Missouri.
        The
        contract is for $2.941 million. As of March 31, 2008, the Company has incurred
        approximately $2.9 million under this contract. That entire amount has been
        capitalized as construction in progress, with $145,241 included in accounts
        payable as of March 31, 2008. There will be additional costs associated with
        this facility that are not covered by this contract.
  13
  The
        Company has entered into a marketing agreement with a marketing company for
        the
        exclusive rights to market, sell and distribute the entire ethanol inventory
        produced by the Company. The agreement extends for a period of five years
        from
        the time the Company originally ships ethanol. The Company pays the marketing
        company 1% per net gallon for each gallon of ethanol sold by the marketing
        company. Title to ethanol transfers to the marketing company upon loading
        at the
        plant site but the Company will be responsible for the cost of transportation
        of
        the ethanol. No fees have been incurred to date, since ethanol production
        has
        not yet begun.
  In
        August
        2007, the Company entered into a marketing agreement with Ray-Carroll Grain
        Growers, Inc. that specifies that Ray-Carroll will be the exclusive marketer
        of
        all distiller grain products produced by the Company. The Company agrees
        to pay
        a marketing fee to Ray-Carroll of 2.5% to 4.5% of the net price of the distiller
        grains, depending on type. This fee shall not be less than $1 per ton. The
        contract begins on the day the Company commences commercial scale production
        at
        the facility and has an initial term of three years.
 
 **10.**
              **SUPPLEMENTAL
                  CASH FLOWS DISCLOSURES**
 
 The
        following summarizes the supplemental statement of cash flows information
        for
        the quarters ended March 31, 2008 and 2007 and for the period from January
        24,
        2006 (inception) to March 31, 2008:
 
 InceptionQuarter
              
              Quarter
              
              (January
                  24,Ended
              
              Ended
              
              2006)
                  toMarch
                  31, 2008
              
              March
                  31, 2007
              
              March
                  31, 2008Interest
                  paid, net of capitalized interest
              
              $
              -
              
              $
              -
              
              $
              -NON-CASH
                  INVESTING AN FINANCING ACTIVITIESMembership
                  units issued for short-term borrowing from member
              
              
              -
              
              
              -
              
              
              1,995,000Land
                  and easements received as settlement of subscriptions
                  receivable
              
              
              -
              
              
              2,000,000
              
              
              2,000,000Purchase
                  of property, plant and equipment through issuance of long-term
                  debt
              
              
              -
              
              
              106,300
              
              
              106,300Loan
                  financing costs included in accounts payable
              
              
              -
              
              
              32,678
              
              
              -Loan
                  fees included in other assets capitalized in construction in
                  progress
              
              
              254,688
              
              
              -
              
              
              254,688Construction
                  in progress included in accounts payable
              
              
              3,032,071
              
              
              543,041
              
              
              3,032,071
 
 **11.**
              **SUBSEQUENT
                  EVENT**
 
 The
        Company is currently attempting to complete a debt offering to accredited
        investors, in the form of a subordinated secured note. The Company believes
        that
        this debt offering will lead to further credit advances from its current
        lenders. Should the Company complete the contemplated offering and credit
        extension, the combined capital will be sufficient to cover the incurred
        unbudgeted expenses. However, the Company may not be able to complete such
        a
        note offering or secure the additional extensions of credit. If the Company
        cannot complete the planned note offering and secure the additional extension
        of
        credit to cover the costs of the unbudgeted expenses then construction of
        the
        Ethanol Plant may be delayed and hence operations may not begin at the Ethanol
        Plant, as previously anticipated in the second quarter of 2008, if at all.
        To
        date, the Company has received indications of interest from potential purchasers
        to participate in the note offering for an aggregate amount in excess of
        $3
        million. Should these potential purchasers execute the transaction documents
        and
        tender funds to make the purchases, then the Company will be able to close
        the
        note offering, in late May, 2008.




14




**ITEM
      2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS**




**Forward
      Looking Statements**




This
      Quarterly Report on Form 10-Q contains forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933, as amended, and Section
      21E of the Securities Exchange Act of 1934. This Quarterly Report includes
      statements regarding our plans, goals, strategies, intent, beliefs or current
      expectations. These statements are expressed in good faith and based upon a
      reasonable basis when made, but there can be no assurance that these
      expectations will be achieved or accomplished. These forward looking statements
      can be identified by the use of terms and phrases such as “believe,” “plan,”
“intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or
      future-tense or conditional constructions (“will,” “may,” “could,” “should,”
etc.). Items contemplating or making assumptions about, actual or potential
      future sales, market size, collaborations, and trends or operating results
      also
      constitute such forward-looking statements.




Although
      forward-looking statements in this Quarterly Report reflect the good faith
      judgment of management, forward-looking statements are inherently subject to
      known and unknown risks, business, economic and other risks and uncertainties
      that may cause actual results to be materially different from those discussed
      in
      these forward-looking statements. Readers are urged not to place undue reliance
      on these forward-looking statements, which speak only as of the date of this
      Quarterly Report. We assume no obligation to update any forward-looking
      statements in order to reflect any event or circumstance that may arise after
      the date of this Quarterly Report, other than as may be required by applicable
      law or regulation. Readers are urged to carefully review and consider the
      various disclosures made by us in the our reports filed with the Securities
      and
      Exchange Commission which attempt to advise interested parties of the risks
      and
      factors that may affect our business, financial condition, results of operation
      and cash flows. This discussion should be read in conjunction with the financial
      statements including the related footnotes. If one or more of these risks or
      uncertainties materialize, or if the underlying assumptions prove incorrect,
      our
      actual results may vary materially from those expected or
      projected.




The
      following discussion should be read in conjunction with the accompanying
      unaudited financial statements and our 2007 audited financial statements
      included in the Company’s Form 10-KSB. Those financial statements include
      additional information about our significant accounting policies and practices
      and the events that underlie our financial results. Except for the historical
      information contained herein, the matters discussed below are forward-looking
      statements that involve certain risks and uncertainties.




**Plan
      of Operation**




This
      Management’s Plan of Operations is a discussion of Show Me Ethanol, LLC’s (the
“Company”) plan from the present through the start-up of our corn-based grain
      processing facility that will produce ethanol and distillers’ grains (“DGs”) and
      the first year of operations. In this Form 10-Q, we refer to this project as
      the
“Ethanol Plant.” This plan reflects our current assumptions and is subject to
      change as the project progresses.




Corn
      has
      been purchased and will continue to be purchased during 2008. The General
      Manager will continue to work in tandem with the ethanol marketer and the risk
      management company to stay apprised and informed of current market conditions
      and margins. The Company has not taken hedging positions on ethanol or corn
      to
      date and does not intend to take any hedging positions until the Ethanol Plant
      is producing ethanol. However, the Company has entered into forward contracts
      to
      purchase corn and forward delivery contracts for the sale of
      ethanol.




We
      believe that prior purchases of corn will allow the Company a profit margin
      for
      its product at current ethanol and DDGS prices. We intend to build a cash
      reserve after start-up of ethanol production.




In
      the
      course of construction, and in the ramp-up of operations to start ethanol
      production at the Ethanol Plant, the Company incurred expenses higher than
      were
      budgeted in its original business plan. Expenses that ran higher than budgeted
      include: costs from constructing and owning the natural gas pipeline into the
      Ethanol Plant rather than leasing the pipeline, costs related to installing
      water treatment systems of higher quality than budgeted, unanticipated costs
      for
      site development due to inclement weather and labor costs relating to
      pre-Ethanol Plant operation training of employees. The total cost of such
      unbudgeted expenses is approximately $5.1 million.




15




The
      Company is currently attempting to complete a debt offering to accredited
      investors, in the form of a subordinated secured note. The Company believes
      that
      this debt offering will lead to further credit advances from its current
      lenders. Should the Company complete the contemplated offering and credit
      extension, the combined capital will be sufficient to cover the incurred
      unbudgeted expenses. However, the Company may not be able to complete such
      a
      note offering or secure the additional extensions of credit. If the Company
      cannot complete the planned note offering and secure the additional extension
      of
      credit to cover the costs of the unbudgeted expenses then construction of the
      Ethanol Plant may be delayed and hence operations may not begin at the Ethanol
      Plant, as previously anticipated in the second quarter of 2008, if at all.
      To
      date, the Company has received indications of interest from potential purchasers
      to participate in the note offering for an aggregate amount in excess of $3
      million. Should these potential purchasers execute the transaction documents
      and
      tender funds to make the purchases, then the Company will be able to close
      the
      note offering, in late May, 2008. Due to volatility in the markets for both
      our
      raw material and our finished product, we are unable to accurately predict
      future cash flows for the Company and thus we may need to seek additional
      capital after the start-up of operations at the Ethanol Plant.




The
      Company has researched CO2 recovery systems and also has secured information
      on
      oil recovery systems. Both projects would require capital expenditures and
      are
      not expected to be implemented in 2008. If adequate funds become available
      via
      operations these value added projects may be pursued.




There
      are
      no expected purchases of property or equipment planned for 2008, other than
      completion of construction of our Ethanol Plant.




***Overview***




Show
      Me
      Ethanol, LLC is a start-up company in the development stage, with no current
      operations or revenues. We are building and plan to operate a 55 million gallons
      per year (mgpy) dry mill ethanol plant in west central Missouri that will
      process corn into fuel grade ethanol and distillers grains. We began
      construction of the plant in June 2007 and estimate the plant will begin
      operations in late May 2008.




We
      are
      building our proposed ethanol plant in Carroll County, Missouri. We estimate
      that the total cost of the project, including construction of the plant and
      start-up costs, will be approximately $88.5 million. The Ethanol Plant will
      have
      approximately 30 employees after we commence operations.




To
      date,
      our efforts have been devoted principally to developing our planned project
      and
      related activities. We will not generate revenue until we complete construction
      of our proposed plant.




***Background
      of the Project*** **




Following
      our organization as a limited liability company in January 2006, we commenced
      an
      offering of our Units to raise funds to support planning and development of
      the
      project. The private offering for Class A units was closed in August 2006 with
      1,498 membership units being sold to 548 members for total proceeds of
      $23,018,000, including $548,000 of subscription fees. The Class B units
      authorized for issuance by the Company were reserved for sale to Ray-Carroll
      County Grain Growers, Inc. A total of 422 Class B units have been issued at
      a
      price of $15,000 per unit, for total cash proceeds of $4,331,000, including
      $1,000 in subscription fees, and $2,000,000 in land and easements. The Class
      C
      units authorized for issuance by the Company were reserved for sale to a group
      of investors under a separate offering. A total of 213 Class C units have been
      issued at a price of $15,000 per unit, for total proceeds of $3,196,000,
      including $1,000 in subscription fees.




We
      estimate the cost of our project, including land, site development,
      organizational, financing, pre-production period and start-up expenses, will
      be
      approximately $88.5 million for a 55 mgpy gas-fired facility. As March 31,
      2008
      we have spent approximately $70 million on land, equipment and construction
      in
      progress.




On
      March
      7, 2007, we closed on a $48,000,000 construction loan (the “Term Loan”) pursuant
      to a Construction and Term Loan Agreement (the “Term Loan Agreement”) with FCS
      Financial, PCA serving as the administrative agent for the transaction. The
      participating banks in the Term Loan include FCS Financial, PCA, AgriBank,
      FCB,
      Southwest Bank, CoBank, ACB, 1 st Farm
      Credit Services, FLCA, Bank Midwest, N.A. and Progressive FCS (collectively,
      the
“Banks”). Under the terms of the Term Loan Agreement, we are obligated to expend
      $15,800,000 on construction costs associated with the ethanol project before
      the
      Banks are obligated to fund any draws on the Term Loan. Draws on the Term Loan
      during the construction period for the ethanol project will bear interest at
      either “prime rate” plus 0.50% or LIBOR plus 3.00%. Following completion of
      construction of the ethanol project and satisfaction of other conditions set
      forth in the Term Loan Agreement, the Term Loan will be converted into a term
      loan having a maturity date that is 10 years from the conversion date. Following
      the conversion of the Term Loan into a term loan, interest can accrue on the
      Term Loan, at our election, at fixed or variable interest rates.




16




In
      connection with the closing of the Term Loan, we paid closing fees to the Banks
      in the aggregate amount of $435,654. Until the conversion date of the Term
      Loan
      to a term loan, we are obligated to pay the Banks an unused commitment fee
      equal
      to 0.30% annum calculated based on the undrawn proceeds of the loan.




The
      Term
      Loan is secured by a first priority security interest in our real and personal
      property, including our interest in the Ethanol Project.




Under
      the
      terms of the Term Loan Agreement, 50% of our Excess Cash Flow, as defined in
      the
      Term Loan Agreement, is to be applied on an annual basis to prepay the Term
      Loan
      until such time as $15,000,000 of our Excess Cash Flow has been used to prepay
      the Term Loan.




On
      November 6, 2007, the Company as borrower entered into a revolving credit
      agreement with FCS Financial, PCA (“FCS”) as lender for a total borrowing up to
      $5 million (the “Revolving Credit Agreement”). The purposes of the Revolving
      Credit Agreement are to (i) fund proper corporate business purposes of the
      Company, (ii) fund the Company’s maintenance capital expenditures and (iii) to
      finance letters of credit.




Borrowings
      under the Revolving Credit Agreement are subject to availability under a
      borrowing base calculation based on accounts receivable, inventory and accounts
      payable; however, up to $2 million may be requested without the requirement
      of a
      borrowing base. Each borrowing, at the option of the Company, can be either
      a
      revolving base rate loan or a revolving LIBOR rate loan (in either case, a
      “Revolving Loan”). The Company may select interest periods of one, two, three or
      six months for LIBOR loans. The Revolving Loans will be secured by all of the
      Company’s real property and personal property now owned or hereafter acquired by
      the Company, secured equally and ratably with the Term Loan on the same lien
      priority basis. The Revolving Credit Agreement matures thirty-six months from
      the date of the initial disbursement under the agreement.




The
      Revolving Credit Agreement includes a 0.50% closing fee, to be paid at closing
      on the entire amount of the revolving loan commitment and an unused commitment
      fee of 0.30% of the unused portion of the revolving loan commitment, payable
      monthly. The Company agreed to pay FCS a fee of 2.5%, payable quarterly, on
      the
      face amount of each letter of credit issued. Base rate loans accrue interest
      at
      the base rate then in effect. LIBOR loans accrue interest at LIBOR plus 2.5%.




The
      Revolving Credit Agreement contains affirmative and negative covenants customary
      of a loan of this type. The Revolving Credit Agreement also contains covenants
      that require the Company to maintain certain minimum financial standards,
      including net worth, debt service coverage ratio, working capital and equity
      to
      total assets percentage.




Under
      the
      terms of the Revolving Credit Agreement, the Company may request that FCS issue
      one or more letters of credit, subject to borrowing availability. On November
      6,
      2007, a $480,000 letter of credit was issued by FCS on behalf of the Company
      in
      favor of a contractor working on the ethanol project. The letter of credit
      has a
      term of one year.




In
      September 2006, we entered into an Economic Development Agreement with the
      County of Carroll, Missouri to implement a tax abatement plan under Missouri
      law. The plan provides for 100% abatement of real property taxes for
      approximately twenty years.




On
      April
      29, 2008, the County issued bonds under Chapter 100 of the Missouri Revised
      Statutes in a maximum amount of $88,500,000. Legal title of our real and
      personal property was transferred to the County and the County then leased
      the
      such property back to us. The bonds were issued to the Company so no cash was
      exchanged. The lease payments are equal to the amount of the debt service
      payments on these bonds.




The
      Banks, and agents under the Term Loan Agreement received an assignment of the
      Chapter 100 Bonds and retained their first priority position against the real
      property over the Chapter 100 Bonds. We have an option to purchase the real
      property by paying off these bonds, paying the trustee fees, plus $1,000.




In
      return
      for the abatement of property taxes by the County, we have agreed to pay the
      County $10,000 on each anniversary date of the Chapter 100 Bonds issuance until
      the bonds are no longer outstanding. In addition and commencing in 2009, we
      have
      agreed to make annual grant payments in lieu of property taxes in the amount
      of
      $90,000 for the period during which the bonds are outstanding.




17




***Trends
      and Uncertainties Impacting the Ethanol Industry and Our Future
      Operations***




If
      we are
      able to build the plant and begin operations, we will be subject to
      industry-wide factors, as well as factors affecting the economy at large, that
      affect our operating and financial performance. The industry-wide factors
      include, but are not limited to, the available supply and cost of corn from
      which our ethanol and distillers grains will be processed; the cost of natural
      gas, which we will use in the production process; dependence on our ethanol
      marketer and distillers grains marketer to market and distribute our products;
      the intensely competitive nature of the ethanol industry; possible legislation
      at the federal, state and/or local level; changes in federal ethanol tax
      incentives and the cost of complying with extensive environmental laws that
      regulate our industry.




We
      expect
      ethanol sales to constitute the bulk of our future revenues. We expect to
      benefit from federal ethanol supports and federal tax incentives. Changes to
      these supports or incentives could significantly impact demand for ethanol.
      An
      increase in the number of new plants will bring an increase in the supply of
      ethanol. Thus future supply could outweigh the demand for ethanol in the future.
      This would have a negative impact on our earnings in the long term.




***Trends
      and Uncertainties Impacting the Corn and Natural Gas Markets and Our Future
      Cost
      of Goods Sold***




We
      expect
      our future cost of goods sold will consist primarily of costs relating to the
      corn and natural gas supplies necessary to produce ethanol and distillers grains
      for sale. Variables such as planting dates, rainfall, and temperatures will
      likely cause market uncertainty and create corn price volatility throughout
      the
      year. Although we do not expect to begin operations for some time, we expect
      these same factors will continue to cause volatility in the price of corn,
      which
      will significantly impact our cost of goods sold.




Natural
      gas is also an important input commodity to our manufacturing process. We
      estimate that our natural gas usage will be approximately 10% to 15% of our
      annual total production cost. Recently, the price of natural gas has risen
      along
      with other energy sources. We look for continued volatility in the natural
      gas
      market. Any ongoing increases in the price of natural gas will increase our
      cost
      of production and may negatively impact our future profit margins.




***Liquidity
      and Capital Resources***




As
      of
      March 31, 2008, we had total assets of $72,740,294 consisting primarily of
      cash,
      prepaid expenses and property, plant and equipment. We had current liabilities
      of $4,939,922 consisting primarily of our accounts payable and estimated
      payments on long-term debt. Total members’ equity as of March 31, 2008, was
      $32,776,451. Since our inception, we have generated no revenue from
      operations.




Based
      on
      our business plan and current construction cost estimates, we believe the total
      project will cost approximately $88.5 million.




**Off-Balance
      Sheet Arrangements**




We
      have
      no off-balance sheet arrangements.





**ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**





The
      Company is not required to provide information under this item as it is a small
      reporting company, pursuant
      to the exclusion provided in S-K Item 305(e).





**ITEM
      4. CONTROLS AND PROCEDURES**




**Disclosures
      Controls and Procedures**




We
      have
      adopted and maintain disclosure controls and procedures (as such term is defined
      in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
      as
      amended (the “Exchange Act”)) that are designed to ensure that information
      required to be disclosed in our reports under the Exchange Act, is recorded,
      processed, summarized and reported within the time periods required under the
      SEC’s rules and forms and that the information is gathered and communicated to
      our management, including our General Manager (Principal Executive Officer)
      and
      Chief Financial Officer (Principal Financial Officer), as appropriate, to allow
      for timely decisions regarding required disclosure.




18




As
      required by SEC Rule 15d-15(b), our Principal Executive Officer and Chief
      Financial Officer carried out an evaluation of the effectiveness of the design
      and operation of our disclosure controls and procedures pursuant to Exchange
      Act
      Rule 15d-14 as of the end of the period covered by this report. Based on the
      foregoing evaluation, our Principal Executive Officer and Chief Financial
      Officer have concluded that our disclosure controls and procedures are effective
      in timely alerting them to material information required to be included in
      our
      periodic SEC filings and to ensure that information required to be disclosed
      in
      our periodic SEC filings is accumulated and communicated to our management,
      including our Principal Executive Officer and Chief Financial Officer, to allow
      timely decisions regarding required disclosure as a result of the deficiency
      in
      our internal control over financial reporting discussed below.




No
      change
      in our internal control over financial reporting (as defined in Rules 13a-15(f)
      and 15d-15(f) under the Exchange Act) occurred during the period covered by
      this
      report that has materially affected, or is reasonably likely to materially
      affect, our internal control over financial reporting.





**PART
      II - OTHER INFORMATION**





**ITEM
      1.**  **LEGAL
      PROCEEDINGS**





None.





**ITEM
      1A.**  **RISK
      FACTORS**





The
      Company is not required to provide information under this item as it is a small
      reporting company.





**ITEM
      2.**  **UNREGISTERED
      SALES OF EQUITY SECURITIES & USE OF PROCEEDS**





None.





**ITEM
      3.**  **DEFAULTS
      ON SENIOR SECURITIES**





None.





**ITEM
      4.**  **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None.





**ITEM
      5.**  **OTHER
      INFORMATION**





None.




19




**ITEM
      6.**  **EXHIBITS**





The
      following exhibits are filed with or incorporated as part of this report as
      required by Item 601 of Regulation S-K:





**Exhibit**
              **No.**
            
            **Description**
            
            **Reference**31.1
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                302 of
                the Sarbanes-Oxley Act of 2002. *31.2
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                302 of
                the Sarbanes-Oxley Act of 2002. *32
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.*




*  Filed
      herewith.




20




**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant has caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.


**SHOW
                  ME ETHANOL, LLC**Date:
                  May 15, 2008By:
              /s/
                  Michael R. CouncilName:  
                  Michael R. CouncilTitle:    
                  Chief Financial Officer




21




**EXHIBIT
      INDEX**





**Exhibit**
              **No.**
            
            **Description**
            
            **Reference**31.1
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                302 of
                the Sarbanes-Oxley Act of 2002. *31.2
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                302 of
                the Sarbanes-Oxley Act of 2002. *32
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.*




*  Filed
      herewith.




22