##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
 þ
    
    Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934.
 For the fiscal quarter ended March 31, 2007
 OR
 o
    
    Transition report under Section 13 or 15(d) of the Exchange Act.
 For the transition period from          to          .
 COMMISSION FILE NUMBER: 333-133024
 AGASSIZ ENERGY, LLC
  Minnesota
    
    80-0130330(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 
 þ o
 o þ
  o þ




---



##### Table of Contents



INDEX
 Page No.PART I. FINANCIAL INFORMATION
    
    
    2Item 1. Condensed Financial Statements
    
    
    2Item 2. Managements Discussion and Analysis
    
    
    10Item 3. Controls and Procedures
    
    
    17PART II. OTHER INFORMATION
    
    
    18Item 1. Legal Proceedings
    
    
    18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 3. Defaults Upon Senior Securities
    
    
    18Item 4. Submission of Matters to a Vote of Security Holders
    
    
    18Item 5. Other Information
    
    
    18Item 6. Exhibits
    
    
    18SIGNATURES
    
    
    19Section 302 CertificationSection 302 CertificationSection 1350 CertificationSection 1350 Certification




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 
  AGASSIZ ENERGY, LLC
  March 31,2007(Unaudited)ASSETSCurrent AssetsCash and equivalents
    
    $
    841Short-term investments
    
    
    970,000Prepaid and other
    
    
    52,354Total current assets
    
    
    1,023,195Other AssetsLand options
    
    
    146,250Deferred offering costs
    
    
    336,989Debt issuance costs
    
    
    1,057Total other assets
    
    
    484,296Total Assets
    
    $
    1,507,491LIABILITIES AND MEMBERS EQUITYCurrent LiabilitiesLine of credit
    
    $
    140,000Members note payable, net of unamortized warrant discount
    
    
    217,673Accounts payable
    
    
    334,816Accounts payable  members
    
    
    6,003Accrued expenses
    
    
    3,825Total current liabilities
    
    
    702,317Commitments and ContingenciesMembers EquityMember contributions, 4,636,500 units outstanding
    
    
    2,379,395Deficit accumulated during development stage
    
    
    (1,574,221
    )Total members equity
    
    
    805,174Total Liabilities and Members Equity
    
    $
    1,507,491
  2




---



##### Table of Contents



AGASSIZ ENERGY, LLC
  Three Months
    
    
    Three Months
    
    
    From InceptionEnded
    
    
    Ended
    
    
    (October 12, 2004) toMarch 31, 2007
    
    
    March 31, 2006
    
    
    March 31, 2007(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Revenues
    
    $
    
    
    
    $
    
    
    
    $
    Operating ExpensesProfessional and consulting fees
    
    
    123,612
    
    
    
    147,208
    
    
    
    1,781,687General and administrative
    
    
    7,038
    
    
    
    2,400
    
    
    
    49,502Total operating expenses
    
    
    130,650
    
    
    
    149,608
    
    
    
    1,831,189Operating Loss
    
    
    (130,650
    )
    
    
    (149,608
    )
    
    
    (1,831,189
    )Other Income (Expense)Grant income
    
    
    
    
    
    
    117,276
    
    
    
    275,000Interest income
    
    
    3,488
    
    
    
    5,998
    
    
    
    41,154Interest expense
    
    
    (59,186
    )
    
    
    
    
    
    
    (59,186
    )Total other income
    
    
    (55,698
    )
    
    
    123,274
    
    
    
    256,968Net Loss
    
    $
    (186,348
    )
    
    $
    (26,334
    )
    
    $
    (1,574,221
    )Weighted Average Units Outstanding
    
    
    4,636,500
    
    
    
    3,036,367
    
    
    
    3,560,039Net Loss Per Unit
    
    $
    (0.04
    )
    
    $
    (0.01
    )
    
    $
    (0.44
    )
  3




---



##### Table of Contents



AGASSIZ ENERGY, LLC
  Three Months
    
    
    Three Months
    
    
    From InceptionEnded
    
    
    Ended
    
    
    (October 12, 2004) toMarch 31, 2007
    
    
    March 31, 2006
    
    
    March 31, 2007(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Cash Flows from Operating ActivitiesNet loss
    
    $
    (186,348
    )
    
    $
    (26,334
    )
    
    $
    (1,574,221
    )Adjustments to reconcile net loss to net cash
used in operating activities:Warrant amortization
    
    
    55,318
    
    
    
    
    
    
    
    55,318Expired land option
    
    
    
    
    
    
    
    
    
    
    10,000Changes in assets and liabilitiesRestricted cash
    
    
    
    
    
    
    21,046
    
    
    
    Other receivable
    
    
    
    
    
    
    (81,187
    )
    
    
    Prepaid and other
    
    
    (39,761
    )
    
    
    (27,492
    )
    
    
    (52,354
    )Accounts payable
    
    
    43,698
    
    
    
    3,288
    
    
    
    166,175Accrued expenses
    
    
    3,825
    
    
    
    
    
    
    
    3,825Net cash used for operating activities
    
    
    (123,268
    )
    
    
    (110,679
    )
    
    
    (1,391,257
    )Cash Flows from Investing ActivitiesPayment for short-term investments
    
    
    (970,000
    )
    
    
    175,000
    
    
    
    (1,645,000
    )Proceeds from short-term investments
    
    
    
    
    
    
    
    
    
    
    675,000Payment for land options
    
    
    (30,000
    )
    
    
    (30,000
    )
    
    
    (130,000
    )Net cash provided by (used in) investing activities
    
    
    (1,000,000
    )
    
    
    145,000
    
    
    
    (1,100,000
    )Cash Flows from Financing ActivitiesPayments for debt issuance costs
    
    
    (1,057
    )
    
    
    
    
    
    
    (1,057
    )Proceeds from bank line of credit
    
    
    140,000
    
    
    
    
    
    
    
    140,000Proceeds from members note payable
    
    
    970,000
    
    
    
    
    
    
    
    970,000Member contributions
    
    
    
    
    
    
    545,500
    
    
    
    1,545,500Payments for deferred offering costs
    
    
    (2,091
    )
    
    
    (25,630
    )
    
    
    (162,345
    )Net cash provided by financing activities
    
    
    1,106,852
    
    
    
    519,870
    
    
    
    2,492,098Net Increase (Decrease) in Cash and Equivalents
    
    
    (16,416
    )
    
    
    554,191
    
    
    
    841Cash and Equivalents Beginning of Period
    
    
    17,257
    
    
    
    77,060
    
    
    
    Cash and Equivalents End of Period
    
    $
    841
    
    
    $
    631,251
    
    
    $
    841Supplemental Cash Flow InformationCash paid during the period for:Interest
    
    $
    43
    
    
    $
    
    
    
    $
    43Supplemental Disclosure of Non-Cash Investing and Financing
ActivitiesDeferred offering costs in accounts payable
    
    $
    174,644
    
    
    $
    73,800
    
    
    $
    174,644Warrants issued for land option fee
    
    $
    26,250
    
    
    $
    
    
    
    $
    26,250Warrants issued for members note payable
    
    $
    807,645
    
    
    $
    
    
    
    $
    807,645
  4




---



##### Table of Contents



AGASSIZ ENERGY, LLC
   1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   Nature of Business
  Accounting Estimates
   Cash and Equivalents
   Investments
  5




---



##### Table of Contents



AGASSIZ ENERGY, LLC
   Property and Equipment
   Deferred Offering Costs
  Debt Issuance Costs
  Grants
  Share-Based Payments
 Share-Based Payment Accounting for Stock Issued to Employees
 Recently Issued Accounting Pronouncements
   6




---



##### Table of Contents



AGASSIZ ENERGY, LLC
    2. GOING CONCERN UNCERTAINTIES
    3. INTERIM FINANCING
   4. MEMBERS EQUITY
    7




---



##### Table of Contents



AGASSIZ ENERGY, LLC
   5. UNIT BASED CONSIDERATION
      6. COMMITMENTS AND CONTINGENCIES
 Plant Construction
   Land Contracts
  8




---



##### Table of Contents



AGASSIZ ENERGY, LLC
       7. RELATED PARTY TRANSACTIONS
   9




---



##### Table of Contents



PART 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
  
    
    The availability and adequacy of our cash flow to meet its requirements, including payment of loans and
current liabilities;
    
    Changes in construction costs, anticipated timetables and design-builder relationships;
    
    Economic, competitive, demographic, business and other conditions in our local, regional and national
markets;
    
    Changes or developments in laws, regulations or taxes in the ethanol, agricultural or energy industries;
    
    Actions taken or not taken by third parties, including our suppliers and competitors, as well as
legislative, regulatory, judicial and other governmental authorities;
    
    Competition in the ethanol industry;
    
    The loss of any license or permit;
    
    The loss of our plant due to casualty, weather, mechanical failure or any extended or extraordinary
maintenance or inspection that may be required; and
    
    Changes in our business strategy, capital to support capital improvements and development.
 Overview
   10




---



##### Table of Contents



Plan of Operations Until Start-Up of Ethanol Plant
  Project capitalization
  11




---



##### Table of Contents




    
    commence construction of the plant using all or a part of the equity
funds raised while we seek another debt financing source;
    
    hold the equity funds raised indefinitely in an interest-bearing
account while we seek another debt financing source;
    
    return the equity funds, if any, to investors with accrued interest,
after deducting the currently indeterminate expenses of operating our
business or partially constructing the plant before we return the
funds.
   Site acquisition and development
  12




---



##### Table of Contents



Plant construction and start-up of plant operations
  Trends and Uncertainties Impacting the Ethanol Industry and Our Future Operations
     13




---



##### Table of Contents



Trends and Uncertainties Impacting the Corn and Coal Markets and Our Future Cost of Goods Sold
    14




---



##### Table of Contents



Employees
  Private Placement to Raise Seed Capital
   Liquidity and Capital Resources
   Equity Financing
   15




---



##### Table of Contents



Debt Financing
   Critical Accounting Estimates
  Off-Balance Sheet Arrangements.
  Grants, Government Programs and Tax Increment Financing
 Grants
   Governmental Financing
   16




---



##### Table of Contents



USDA
   Going Concern Uncertainties
    Off-Balance Sheet Arrangements
  
 ITEM 3. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls
  17




---



##### Table of Contents



Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
  31.1
    
    Certificate Pursuant to 17 CFR 240.13a-14(a).31.2
    
    Certificate Pursuant to 17 CFR 240.13a-14(a).32.1
    
    Certificate Pursuant to 18 U.S.C. § 1350.32.2
    
    Certificate Pursuant to 18 U.S.C. § 1350.
 18




---



##### Table of Contents



SIGNATURES
  AGASSIZ ENERGY, LLCDate: May 21, 2007
    
    /s/ Donald SargeantDonald SargeantChairman and President (Principal Executive Officer)Date: May 21, 2007
    
    /s/ Larry AltringerLarry AltringerTreasurer (Principal Financial and Accounting Officer)
 19




---



##### Table of Contents



Exhibit Number
    
    Description31.1*
    
    Certificate Pursuant to 17 CFR 240.13a-14(a).31.2*
    
    Certificate Pursuant to 17 CFR 240.13a-14(a).32.1*
    
    Certificate Pursuant to 18 U.S.C. § 1350.32.2*
    
    Certificate Pursuant to 18 U.S.C. § 1350.
 
 *
    
    Filed herewith 20