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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
 þ
    
    Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934.
 For the fiscal quarter ended September 30, 2006
 OR
 o
    
    Transition report under Section 13 or 15(d) of the Exchange Act.
 For the transition period from                      to                      .
 COMMISSION FILE NUMBER: 333-133024
 AGASSIZ ENERGY, LLC
  Minnesota
    
    80-0130330(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 
 
 o þ
 o þ
  o þ




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INDEX
 Page No.PART I. FINANCIAL INFORMATION
    
    
    3Item 1. Condensed Financial Statements
    
    
   3Item 2. Managements Discussion and Analysis and Plan of Operations
    
    
    12Item 3. Controls and Procedures
    
    
    18PART II. OTHER INFORMATION
    
    
    20Item 1. Legal Proceedings
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 3. Defaults Upon Senior Securities
    
    
    20Item 4. Submission of Matters to a Vote of Security Holders
    
    
    20Item 5. Other Information
    
    
    20Item 6. Exhibits
    
    
    20SIGNATURES
    
    
    21Certificate Pursuant to 17 CFR 240.13a-14(a)Certificate Pursuant to 17 CFR 240.13a-14(a)Certificate Pursuant to 18 U.S.C. Section 1350Certificate Pursuant to 18 U.S.C. Section 1350
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PART I  FINANCIAL INFORMATION
 
  AGASSIZ ENERGY, LLC
  September 30, 2006(Unaudited)ASSETSCurrent AssetsCash and equivalents
    
    $
    114,854Grants receivable
    
    
    30,331Prepaid and other
    
    
    15,916Total current assets
    
    
    161,101Other AssetsLand options
    
    
    65,000Deferred offering costs
    
    
    293,620Total other assets
    
    
    358,620Total Assets
    
    $
    519,721LIABILITIES AND MEMBERS EQUITYCurrent LiabilitiesTrade accounts payable
    
    $
    293,805Accounts payable  members
    
    
    4,917Total current liabilities
    
    
    298,722Commitments and ContingenciesMembers EquityMember
contributions, 4,636,500 units outstanding at
September 30, 2006
    
    
    1,545,500Deficit accumulated during development stage
    
    
    (1,324,501
    )Total members equity
    
    
    220,999Total Liabilities and Members Equity
    
    $
    519,721
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AGASSIZ ENERGY, LLC
  Three Months
    
    
    Three MonthsEnded
    
    
    EndedSeptember 30,
    
    
    September 30,2006
    
    
    2005(Unaudited)
    
    
    (Unaudited)Revenues
    
    $
    
    
    
    $
    Operating ExpensesProfessional and consulting fees
    
    
    230,410
    
    
    
    134,034General and administrative
    
    
    4,151
    
    
    
    1,633Total operating expenses
    
    
    234,561
    
    
    
    135,667Operating Loss
    
    
    (234,561
    )
    
    
    (135,667
    )Other Income (Expense)Grant income
    
    
    30,331
    
    
    
    58,482Interest income
    
    
    1,793
    
    
    
    7,598Total other income
    
    
    32,124
    
    
    
    66,080Net Loss
    
    $
    (202,437
    )
    
    $
    (69,587
    )Weighted Average Units Outstanding
    
    
    4,636,500
    
    
    
    3,000,000Net Loss Per Unit
    
    $
    (0.04
    )
    
    $
    (0.02
    )
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##### Table of Contents



AGASSIZ ENERGY, LLC
  Nine Months
    
    
    Nine Months
    
    
    From InceptionEnded
    
    
    Ended
    
    
    (October 12, 2004)September 30,
    
    
    September 30,
    
    
    to September 30,2006
    
    
    2005
    
    
    2006(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Revenues
    
    $
    
    
    
    $
    
    
    
    $
    Operating ExpensesProfessional and consulting fees
    
    
    1,147,273
    
    
    
    337,016
    
    
    
    1,611,566General and administrative
    
    
    13,762
    
    
    
    8,455
    
    
    
    24,819Total operating expenses
    
    
    1,161,035
    
    
    
    345,471
    
    
    
    1,636,385Operating Loss
    
    
    (1,161,035
    )
    
    
    (345,471
    )
    
    
    (1,636,385
    )Other Income (Expense)Grant income
    
    
    147,606
    
    
    
    103,171
    
    
    
    275,000Interest income
    
    
    12,196
    
    
    
    16,098
    
    
    
    36,884Total other income
    
    
    159,802
    
    
    
    119,269
    
    
    
    311,884Net Loss
    
    $
    (1,001,233
    )
    
    $
    (226,202
    )
    
    $
    (1,324,501
    )Weighted Average Units Outstanding
    
    
    4,108,984
    
    
    
    3,000,000
    
    
    
    3,287,556Net Loss Per Unit
    
    $
    (0.24
    )
    
    $
    (0.08
    )
    
    $
    (0.40
    )
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AGASSIZ ENERGY, LLC
  From InceptionNine Months
    
    
    Nine Months
    
    
    (October 12,Ended
    
    
    Ended
    
    
    2004) toSeptember 30,
    
    
    September 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Cash Flows from Operating ActivitiesNet loss
    
    $
    (1,001,233
    )
    
    $
    (226,202
    )
    
    $
    (1,324,501
    )Adjustments to reconcile net loss to net
cash used in operating activities:Changes in assets and liabilitiesGrant receivable
    
    
    (30,331
    )
    
    
    
    
    
    
    (30,331
    )Restricted cash
    
    
    61,592
    
    
    
    38,917
    
    
    
    Interest receivable
    
    
    
    
    
    
    (6,780
    )
    
    
    Prepaid and other expenses
    
    
    (12,901
    )
    
    
    3,052
    
    
    
    (15,916
    )Accounts payable
    
    
    60,926
    
    
    
    969
    
    
    
    136,392Net cash used for operating activities
    
    
    (921,947
    )
    
    
    (190,044
    )
    
    
    (1,234,356
    )Cash Flows from Investing ActivitiesProceeds from short-term investments
    
    
    575,000
    
    
    
    
    
    
    
    Payment for land options
    
    
    (55,000
    )
    
    
    (10,000
    )
    
    
    (65,000
    )Net cash provided by (used in)
investing activities
    
    
    520,000
    
    
    
    (10,000
    )
    
    
    (65,000
    )Cash Flows from Financing ActivitiesMember contributions
    
    
    545,500
    
    
    
    
    
    
    
    1,545,500Payments for deferred offering costs
    
    
    (105,759
    )
    
    
    (19,896
    )
    
    
    (131,290
    )Net cash provided by (used in)
financing activities
    
    
    439,741
    
    
    
    (19,896
    )
    
    
    1,414,210Net Increase (Decrease) in Cash and Equivalents
    
    
    37,794
    
    
    
    (219,940
    )
    
    
    114,854Cash and Equivalents  Beginning of Period
    
    
    77,060
    
    
    
    900,000
    
    
    
    Cash and Equivalents  End of Period
    
    $
    114,854
    
    
    $
    680,060
    
    
    $
    114,854Supplemental Disclosures of Non-Cash Investing
and Financing ActivitiesDeferred offering costs in accounts payable
    
    $
    162,330
    
    
    $
    995
    
    
    $
    162,330


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


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Deferred Offering Costs
  Grants
  Recently Issued Accounting Pronouncements
  2. GOING CONCERN UNCERTAINTIES
    3. CONCENTRATIONS
  4. DEVELOPMENT STAGE ENTERPRISE
    8




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5. MEMBERS EQUITY
   6. GRANTS
   7. COMMITMENTS AND CONTINGENCIES
 Plant Construction
    9




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Land Contracts
     Consulting Contracts
     10




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8. RELATED PARTY TRANSACTIONS
   9. SUBSEQUENT EVENTS
    11




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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


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Plan of Operations Until Start-Up of Ethanol Plant
   Project Capitalization
   
    
    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.


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Plant Construction and Start-Up of Plant Operations
  Trends and Uncertainties Impacting the Ethanol Industry and Our Future Operations


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


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Employees
  Liquidity and Capital Resources
 Overview
      Equity Financing
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Debt Financing
   Grants, Government Programs and Tax Increment Financing
 Grants
   Governmental Financing
  Minnesota
  USDA


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Application of Critical Accounting Estimates
  Property and Equipment
  Deferred Offering Costs
  Going Concern Uncertainties
    Off-Balance Sheet Arrangements
  
 ITEM 3. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
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Changes in Internal Controls


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PART
II. OTHER INFORMATION
 
 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.


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SIGNATURES
  AGASSIZ ENERGY, LLCDate: November 27, 2006
    /s/ Donald SargeantDonald SargeantChairman and President (Principal Executive Officer) Date: November 27, 2006
    /s/ Larry AltringerLarry AltringerTreasurer (Principal Financial and Accounting Officer) 21