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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 quarterly period ended June 30, 2007
 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
(State or other jurisdiction of 
incorporation or organization)
    
    80-0130330
(IRS Employer Identification No.)
 
 þ o
 o þ
  o þ




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INDEX
 Page No.PART I. FINANCIAL INFORMATIONItem 1. Financial Statements.
    
    
    1Item 2. Managements Discussion and Analysis or Plan of Operation.
    
    
    11Item 3. Controls and Procedures.
    
    
    18PART II. OTHER INFORMATIONItem 1. Legal Proceedings.
    
    
    19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
    
    
    19Item 3. Defaults Upon Senior Securities.
    
    
    19Item 4. Submission of Matters to a Vote of Security Holders.
    
    
    19Item 5. Other Information.
    
    
    19Item 6. Exhibits.
    
    
    19SIGNATURES
    
    
    20Certificate 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
  June 30,2007(Unaudited)ASSETSCurrent AssetsCash and equivalents
    
    $
    1,561Short-term investments  restricted
    
    
    970,000Prepaid and other
    
    
    35,547Total current assets
    
    
    1,007,108Other AssetsLand options
    
    
    146,250Deferred offering costs
    
    
    308,668Debt issuance costs, net
    
    
    727Total other assets
    
    
    455,645Total Assets
    
    $
    1,462,753LIABILITIES AND MEMBERS EQUITYCurrent LiabilitiesLine of credit
    
    $
    487,000Member notes payable, net of unamortized debt discount
    
    
    269,816Accounts payable
    
    
    236,618Accounts payable  members
    
    
    4,995Accrued expenses
    
    
    19,991Total current liabilities
    
    
    1,018,420Commitments and ContingenciesMembers EquityMember contributions, 4,636,500 units outstanding
    
    
    2,528,610Deficit accumulated during development stage
    
    
    (2,084,277
    )Total members equity
    
    
    444,333Total Liabilities and Members Equity
    
    $
    1,462,753
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AGASSIZ ENERGY, LLC
  Three Months
    
    
    Three MonthsEnded
    
    
    EndedJune 30, 2007
    
    
    June 30, 2006(Unaudited)
    
    
    (Unaudited)Revenues
    
    $
    
    
    
    $
    Operating ExpensesProfessional and consulting fees
    
    
    296,667
    
    
    
    769,654General and administrative
    
    
    8,560
    
    
    
    7,212Total operating expenses
    
    
    305,227
    
    
    
    776,866Operating Loss
    
    
    (305,227
    )
    
    
    (776,866
    )Other Income (Expense)Grant income
    
    
    
    
    
    
    Interest income
    
    
    12,696
    
    
    
    4,404Interest expense
    
    
    (217,525
    )
    
    
    Total other income (expense)
    
    
    (204,829
    )
    
    
    4,404Net Loss
    
    $
    (510,056
    )
    
    $
    (772,462
    )Weighted Average Units Outstanding
    
    
    4,636,500
    
    
    
    4,636,500Net Loss Per Unit  Basic and Diluted
    
    $
    (0.11
    )
    
    $
    (0.17
    )
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AGASSIZ ENERGY, LLC
  Six Months
    
    
    Six Months
    
    
    From InceptionEnded
    
    
    Ended
    
    
    (October 12, 2004) toJune 30, 2007
    
    
    June 30, 2006
    
    
    June 30, 2007(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Revenues
    
    $
    
    
    
    $
    
    
    
    $
    Operating ExpensesProfessional and consulting fees
    
    
    420,279
    
    
    
    916,863
    
    
    
    2,078,354General and administrative
    
    
    15,598
    
    
    
    9,611
    
    
    
    58,061Total operating expenses
    
    
    435,877
    
    
    
    926,474
    
    
    
    2,136,415Operating Loss
    
    
    (435,877
    )
    
    
    (926,474
    )
    
    
    (2,136,415
    )Other Income (Expense)Grant income
    
    
    
    
    
    
    117,276
    
    
    
    275,000Interest income
    
    
    16,184
    
    
    
    10,402
    
    
    
    53,849Interest expense
    
    
    (276,711
    )
    
    
    
    
    
    
    (276,711
    )Total other income (expense)
    
    
    (260,527
    )
    
    
    127,678
    
    
    
    52,138Net Loss
    
    $
    (696,404
    )
    
    $
    (798,796
    )
    
    $
    (2,084,277
    )Weighted Average Units Outstanding
    
    
    4,636,500
    
    
    
    3,840,854
    
    
    
    3,658,787Net Loss Per Unit  Basic and Diluted
    
    $
    (0.15
    )
    
    $
    (0.21
    )
    
    $
    (0.57
    )
  3




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AGASSIZ ENERGY, LLC
  Six Months
    
    
    Six Months
    
    
    From InceptionEnded
    
    
    Ended
    
    
    (October 12, 2004) toJune 30, 2007
    
    
    June 30, 2006
    
    
    June 30, 2007(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Cash Flows from Operating ActivitiesNet loss
    
    $
    (696,404
    )
    
    $
    (798,796
    )
    
    $
    (2,084,277
    )Adjustments to reconcile net loss to net cash
used in operating activities:Non-cash interest expense
    
    
    257,006
    
    
    
    
    
    
    
    257,006Expired land option
    
    
    
    
    
    
    
    
    
    
    10,000Changes in assets and liabilitiesRestricted cash
    
    
    
    
    
    
    45,732
    
    
    
    Prepaid and other
    
    
    (22,954
    )
    
    
    (15,748
    )
    
    
    (35,547
    )Accounts payable
    
    
    45,065
    
    
    
    119,767
    
    
    
    167,542Accrued expenses
    
    
    19,991
    
    
    
    
    
    
    
    19,991Net cash used for operating
activities
    
    
    (397,296
    )
    
    
    (649,045
    )
    
    
    (1,665,285
    )Cash Flows from Investing ActivitiesPayment for short-term investments
    
    
    (970,000
    )
    
    
    
    
    
    
    (1,645,000
    )Proceeds from short-term investments
    
    
    
    
    
    
    575,000
    
    
    
    675,000Payment for land options
    
    
    (30,000
    )
    
    
    (30,000
    )
    
    
    (130,000
    )Net cash provided by (used in)
investing activities
    
    
    (1,000,000
    )
    
    
    545,000
    
    
    
    (1,100,000
    )Cash Flows from Financing ActivitiesPayments for debt issuance costs
    
    
    (1,057
    )
    
    
    
    
    
    
    (1,057
    )Proceeds from bank line of credit
    
    
    487,000
    
    
    
    
    
    
    
    487,000Proceeds from member notes payable
    
    
    970,000
    
    
    
    
    
    
    
    970,000Member contributions
    
    
    
    
    
    
    545,500
    
    
    
    1,545,500Payments for deferred offering costs
    
    
    (74,343
    )
    
    
    (75,032
    )
    
    
    (234,597
    )Net cash provided by financing
activities
    
    
    1,381,600
    
    
    
    470,468
    
    
    
    2,766,846Net Increase (Decrease) in Cash and equivalents
    
    
    (15,696
    )
    
    
    366,423
    
    
    
    1,561Cash and equivalents Beginning of Period
    
    
    17,257
    
    
    
    77,060
    
    
    
    Cash and equivalents End of Period
    
    $
    1,561
    
    
    $
    443,483
    
    
    $
    1,561
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AGASSIZ ENERGY, LLC
  Six Months
    
    
    Six Months
    
    
    From InceptionEnded
    
    
    Ended
    
    
    (October 12, 2004) toJune 30, 2007
    
    
    June 30, 2006
    
    
    June 30, 2007(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Supplemental Cash Flow InformationCash paid during the period for:Interest
    
    $
    43
    
    
    $
    
    
    
    $
    43Supplemental Disclosure of Non-Cash Investing
and Financing ActivitiesDeferred offering costs in accounts payable
    
    $
    74,071
    
    
    $
    119,203
    
    
    $
    74,071Warrants issued for land option
    
    $
    26,250
    
    
    $
    
    
    
    $
    26,250Warrants issued with member notes payable
    
    $
    956,860
    
    
    $
    
    
    
    $
    956,860
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AGASSIZ ENERGY, LLC
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   Nature of Business
  Accounting Estimates
   Cash and Equivalents
   Investments
  6




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Property and Equipment
   Deferred Offering Costs
  Debt Issuance Costs
  Stock-Based Payments
 Share-Based Payment Accounting for Stock Issued to Employees
 Recently Issued Accounting Pronouncements
   2. GOING CONCERN UNCERTAINTIES
   7




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3. INTERIM FINANCING
   4. MEMBERS EQUITY
    5. UNIT BASED CONSIDERATION
    8




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6. COMMITMENTS AND CONTINGENCIES
 Plant Construction
   Land Contracts
     9




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7. RELATED PARTY TRANSACTIONS
   10




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PART 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
  
    
    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, and capital required to support capital improvements and development.
 Overview
      11




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Plan of Operations Until Start-Up of Ethanol Plant
  Project capitalization
   12




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
    
    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 indeterminable expenses of operating our
business or partially constructing the plant before we return the
funds.
   Site acquisition and development
  Plant construction and start-up of plant operations
  13




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Trends and Uncertainties Impacting the Ethanol Industry and Our Future Operations
        14




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Trends and Uncertainties Impacting the Corn and Coal Markets and Our Future Cost of Goods Sold
    Employees
  Private Placement to Raise Seed Capital
   15




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Liquidity and Capital Resources
   Equity Financing
   Debt Financing
   Critical Accounting Estimates
  16




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Grants, Government Programs and Tax Increment Financing
 Grants
   Governmental Financing
     USDA
   Going Concern Uncertainties
    Off-Balance Sheet Arrangements
  17




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ITEM 3. CONTROLS AND PROCEDURES.
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls
  18




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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.
       
 ±
    
    Incorporated by reference to Exhibit 10.19 to the Registrants Annual Report, filed on 10-KSB April 17, 2007.




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SIGNATURES
  AGASSIZ ENERGY, LLCDate: August 14, 2007
    /s/ Donald SargeantDonald SargeantChairman and President (Principal Executive Officer) Date: August 14, 2007
    /s/ Larry AltringerLarry AltringerTreasurer (Principal Financial and Accounting Officer)




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Exhibit Number
    
    Description10.19 ±
    
    Letter of Intent with KL Process Design dated April 17, 2007.31.1*
    
    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.
 
 *
    
    Filed herewith.±
    
    Incorporated by reference to Exhibit 10.19 to the Registrants Annual Report, filed on 10-KSB April 17, 2007.