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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 April 30, 2007
 OR
 o
    
    Transition report under Section 13 or 15(d) of the Exchange Act.
 For the transition period from            to .
 Commission file number 333-135729
 ONE EARTH ENERGY, LLC
  Illinois
(State or other jurisdiction of 
incorporation or organization)
    
    20-3852246
(I.R.S. Employer Identification No.)
 1306
West 8 th Street, Gibson City, IL 60936
 (217) 784-4284
 þ o
 o þ
  o þ




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INDEX
 Page No.PART I. FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis and Plan of Operations
    
    
    12Item 3. Controls and Procedures
    
    
    25PART II. OTHER INFORMATION
    
    
    25Item 1. Legal Proceedings
    
    
    25Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 3. Defaults Upon Senior Securities
    
    
    26Item 4. Submission of Matters to a Vote of Security Holders
    
    
    26Item 5. Other Information
    
    
    26Item 6. Exhibits
    
    
    26SIGNATURES
    
    
    27Second Amended and Restated Operating AgreementMortgage, Assignment of Leases and Rents, Security Agreement and Financing StatementMortgage, Assignment of Leases and Rents, Security Agreement and Financing StatementSecured Promissory NoteCertificationCertificationCertificationCertification
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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 ONE EARTH ENERGY, LLC
  PageFinancial StatementsCondensed Balance Sheet
    
    
    4Condensed Statement of Operations
    
    
    5Condensed Statement of Cash Flows
    
    
    7Condensed Notes to Financial Statements
    
    
    8
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ONE EARTH ENERGY, LLC
 
  April 30,2007(unaudited)ASSETSCurrent AssetsCash and cash equivalents
    
    $
    12,383Prepaid expenses
    
    
    13,196Total current assets
    
    
    25,579Property and EquipmentOffice equipment
    
    
    11,345Land
    
    
    105,036Construction in process
    
    
    51,876168,257Less accumulated depreciation
    
    
    (1,841
    )Net property and equipment
    
    
    166,416Other AssetsDeferred offering costs
    
    
    704,065Land options
    
    
    30,000Total other assets
    
    
    734,065Total Assets
    
    $
    926,060LIABILITIES AND MEMBERS EQUITYCurrent LiabilitiesAccounts payable
    
    $
    41,754Accrued expenses
    
    
    3,021Notes payable  members
    
    
    200,000Total current liabilities
    
    
    244,775Commitments and ContingenciesMembers EquityMember contributions, 855 units outstanding
    
    
    1,424,470Deficit accumulated during development stage
    
    
    (743,185
    )Total members equity
    
    
    681,285Total Liabilities and Members Equity
    
    $
    926,060
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ONE EARTH ENERGY, LLC
 
  Three Months Ended
    
    
    Three Months EndedApril 30,
    
    
    April 30,2007
    
    
    2006(unaudited)
    
    
    (unaudited)Revenues
    
    $
    
    
    
    $
    Operating ExpensesPreproduction startup costs
    
    
    329
    
    
    
    5,257Professional fees
    
    
    64,310
    
    
    
    60,851General and administrative
    
    
    53,097
    
    
    
    27,032Total
    
    
    117,736
    
    
    
    93,140Operating Loss
    
    
    (117,736
    )
    
    
    (93,140
    )Other Income (Expense)Interest income
    
    
    287
    
    
    
    7,795Interest expense
    
    
    (921
    )
    
    
    Total
    
    
    (634
    )
    
    
    7,795Net Loss
    
    $
    (118,370
    )
    
    $
    (85,345
    )Weighted Average Units Outstanding
    
    
    855
    
    
    
    590Net Loss Per Unit
    
    $
    (138
    )
    
    $
    (145
    )
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ONE EARTH ENERGY, LLC
  Six Months Ended
    
    
    From Inception
    
    
    From InceptionApril 30,
    
    
    (November 28, 2005)
    
    
    (November 28, 2005)2007
    
    
    to April 30, 2006
    
    
    to April 30, 2007(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)Revenues
    
    $
    
    
    
    $
    
    
    
    $
    Operating ExpensesPreproduction startup costs
    
    
    73,674
    
    
    
    5,257
    
    
    
    345,326Professional fees
    
    
    96,332
    
    
    
    111,074
    
    
    
    252,766General and administrative
    
    
    122,486
    
    
    
    34,505
    
    
    
    286,067Total
    
    
    292,492
    
    
    
    150,836
    
    
    
    884,159Operating Loss
    
    
    (292,492
    )
    
    
    (150,836
    )
    
    
    (884,159
    )Other Income (Expense)Grant income
    
    
    86,578
    
    
    
    20,000
    
    
    
    106,578Contributions
    
    
    
    
    
    
    5,000
    
    
    
    5,000Interest income
    
    
    3,948
    
    
    
    7,795
    
    
    
    30,317Interest expense
    
    
    (921
    )
    
    
    
    
    
    
    (921
    )Total
    
    
    89,605
    
    
    
    32,795
    
    
    
    140,974Net Loss
    
    $
    (202,887
    )
    
    $
    (118,041
    )
    
    $
    (743,185
    )Weighted Average Units Outstanding
    
    
    855
    
    
    
    341
    
    
    
    703Net Loss Per Unit
    
    $
    (237
    )
    
    $
    (346
    )
    
    $
    (1,057
    )
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ONE EARTH ENERGY, LLC
 
  Six Months Ended
    
    
    From Inception
    
    
    From InceptionApril 30,
    
    
    (November 28, 2005)
    
    
    (November 28, 2005)2007
    
    
    to April 30, 2006
    
    
    to April 30, 2007(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)Cash Flows from Operating ActivitiesNet loss
    
    $
    (202,887
    )
    
    $
    (118,041
    )
    
    $
    (743,185
    )Adjustments to reconcile net loss to net cash from operations:Depreciation
    
    
    1,269
    
    
    
    114
    
    
    
    1,841Land option expired
    
    
    7,000
    
    
    
    
    
    
    
    7,000Change in assets and liabilitiesPrepaid expenses
    
    
    19,845
    
    
    
    (10,000
    )
    
    
    (13,196
    )Accounts payable
    
    
    16,982
    
    
    
    37,143
    
    
    
    27,078Accrued expenses
    
    
    2,060
    
    
    
    15,400
    
    
    
    3,021Net cash used in operating activities
    
    
    (155,731
    )
    
    
    (75,384
    )
    
    
    (717,441
    )Cash Flows from Investing ActivitiesPayment for land options
    
    
    (10,000
    )
    
    
    (37,000
    )
    
    
    (47,000
    )Payments for purchase of land
    
    
    (95,036
    )
    
    
    
    
    
    
    (95,036
    )Capital expenditures
    
    
    (4,478
    )
    
    
    (2,057
    )
    
    
    (11,345
    )Payments for construction in progress
    
    
    (42,626
    )
    
    
    
    
    
    
    (42,626
    )Net cash used in investing activities
    
    
    (152,140
    )
    
    
    (39,057
    )
    
    
    (196,007
    )Cash Flows from Financing ActivitiesPayments for deferred offering costs
    
    
    (486,725
    )
    
    
    (5,844
    )
    
    
    (698,639
    )Payments for cost of raising capital
    
    
    
    
    
    
    (530
    )
    
    
    (530
    )Member contributions
    
    
    
    
    
    
    1,425,000
    
    
    
    1,425,000Proceeds from short term loans
    
    
    200,000
    
    
    
    
    
    
    
    200,000Net cash provided by (used in) financing activities
    
    
    (286,725
    )
    
    
    1,418,626
    
    
    
    925,831Net Increase (Decrease) in Cash and Cash Equivalents
    
    
    (594,596
    )
    
    
    1,304,185
    
    
    
    12,383Cash and cash equivalents  Beginning of Period
    
    
    606,979
    
    
    
    
    
    
    
    Cash and cash equivalents  End of Period
    
    $
    12,383
    
    
    $
    1,304,185
    
    
    $
    12,383Supplemental Disclosure of Noncash
Investing and Financing ActivitiesConstruction costs included in accounts payable
    
    $
    9,250
    
    
    $
    
    
    
    $
    9,250Deferred offering costs included in accounts payable
    
    $
    5,426
    
    
    $
    61,066
    
    
    $
    5,426Land option exercised and applied to land purchase
    
    $
    10,000
    
    
    $
    
    
    
    $
    10,000
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ONE EARTH ENERGY, LLC
 
   1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   Nature of Business
  Accounting Estimates
   2. MEMBERS EQUITY
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ONE EARTH ENERGY, LLC
  
  3. NOTES PAYABLE
  4.
DEBT FINANCING
   5. GRANT
  6. RELATED PARTY TRANSACTIONS
  7. COMMITMENTS AND CONTINGENCIES
 Plant Construction
  9




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ONE EARTH ENERGY, LLC
      Land and land options
       Consulting Contracts
   10




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ONE EARTH ENERGY, LLC
      Ethanol Marketing Contract
  Distillers Grains Marketing Contract
 
 11




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Item 2. Managements Discussion and Analysis and Plan of Operations.
 Forward Looking Statements
  
    
    Investors ability to pay the outstanding balances on promissory notes after the
closing of the offering;
    
    Our ability to obtain the debt financing necessary to construct and operate our plant;
    
    Changes in our business strategy, capital improvements or development plans;
    
    Construction delays and technical difficulties in constructing the plant;
    
    Changes in the environmental regulations that apply to our plant site and operations;
    
    Changes in general economic conditions or the occurrence of certain events causing an
economic impact in the agriculture, oil or automobile industries;
    
    Changes in the availability and price of corn and natural gas and the market for
ethanol and distillers grains;
    
    Changes in federal and/or state laws (including the elimination of any federal and/or
state ethanol tax incentives);
    
    Changes and advances in ethanol production technology; and
    
    Competition from alternative fuel additives.
  12




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Overview
       13




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Plan of Operations to Start-Up of the Ethanol Plant
   14




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Project Capitalization
      
    
    commence construction of the plant using all or a part of the equity funds raised while
we seek another debt financing source;
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
    
    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
    Plant Construction
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Construction Consultants
 Fagen, Inc .
  Fagen Engineering, LLC
  ICM, Inc.
   17




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Other Consultants
 RTP Environmental Engineering
  U.S. Energy Services, Inc.
  Eco-Energy, LLC
  United Bio Energy Ingredients, LLC
  18




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Above Zero Media, LLC
  
    
    a one-time commitment fee of $15,000 upon execution of the agreement;
    
    payment of $60,000 upon satisfactory completion of written and visual equity marketing materials;
    
    payment of $60,000 thirty days following the date of payment for written and visual
equity marketing materials;
  
    
    $300 per day (not to exceed $1,500 per week) for each day that Above Zero Media
personnel provide technical assistance to us, through personal attendance, at our equity
drive meetings; and
    
    a one-time conditional bonus of $15,000 on the date of execution and delivery of all
required documents by us with our project lender(s) for debt financing.
 Consulting Agreement with Mitch Dawson
  Permitting and Regulatory Activities
   Trends and Uncertainties Impacting the Ethanol Industry
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th
  20




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Massachusetts v. EPA
   Technology Developments
  Trends and Uncertainties Impacting the Corn and Natural Gas Markets and Our Cost of Goods
Sold
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Operating Expenses
  Critical Accounting Estimates
   Employees
   # Full-TimePosition
    
    PersonnelPresident & Chief Executive Officer
    
    
    1Plant Manager/Vice President of Operations
    
    
    1Commodities Specialist/Purchasing Manager
    
    
    1Controller/Bookkeeper
    
    
    1Team Leaders/Supervisors
    
    
    4General Plant Operations Personnel
    
    
    19Utilities, Maintenance and Safety Manger
    
    
    1Maintenance Manager
    
    
    1Maintenance Personnel and Technicians
    
    
    10Lab Manager
    
    
    1Lab Technician
    
    
    2Office Staff
    
    
    3TOTAL
    
    
    45
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Liquidity and Capital Resources
 Sources of Funds
      Uses of Proceeds
  23




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Percent ofUse of Proceeds
    
    Amount
    
    
    TotalPlant construction
    
    $
    120,000,000
    
    
    
    72.29
    %Land & site development costs
    
    
    8,937,064
    
    
    
    5.38
    %Railroad
    
    
    1,980,000
    
    
    
    1.19
    %Fire protection & water supply
    
    
    10,179,000
    
    
    
    6.13
    %Administrative building
    
    
    500,000
    
    
    
    0.30
    %Office equipment
    
    
    90,000
    
    
    
    0.05
    %Computers, software, network
    
    
    175,000
    
    
    
    0.11
    %Construction insurance costs
    
    
    125,000
    
    
    
    0.08
    %Construction contingency
    
    
    2,085,936
    
    
    
    1.26
    %Capitalized interest
    
    
    3,000,000
    
    
    
    1.81
    %Rolling stock
    
    
    460,000
    
    
    
    0.28
    %Start up costs:Financing costs
    
    
    1,218,000
    
    
    
    0.73
    %Organization costs
    
    
    1,400,000
    
    
    
    0.84
    %Pre-production period costs
    
    
    850,000
    
    
    
    0.51
    %Inventory  spare parts  process equipment
    
    
    500,000
    
    
    
    0.30
    %Working capital
    
    
    6,500,000
    
    
    
    3.92
    %Inventory  corn
    
    
    2,250,000
    
    
    
    1.36
    %Inventory  chemicals and ingredients
    
    
    200,000
    
    
    
    0.12
    %Inventory  ethanol and DDGS
    
    
    5,550,000
    
    
    
    3.34
    %Total
    
    $
    166,000,000
    
    
    
    100
    %
  Quarterly Financial Results
     Off-Balance Sheet Arrangements
  24




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Item 3. Controls and Procedures
   
 PART
II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
     25




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
    
    Cash proceeds from unit sales deposited in the escrow account equals or exceeds the
minimum offering amount of $66,000,000, exclusive of interest;
    
    We obtain a written debt financing commitment for debt financing ranging from
$92,455,000 to $98,455,000 less any grants and/or tax increment financing we are
awarded;
    
    We elect, in writing, to terminate the escrow agreement;
    
    The escrow agent provides to each state securities department in which the Company
has registered its securities for sale an affidavit stating that the foregoing
requirements have been satisfied; and
    
    The state securities commissioners have consented to release of the funds on
deposit.
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
  Exhibit
    
    
    
    Method ofNo.
    
    Description
    
    Filing3.2
    
    Second Amended and Restated Operating Agreement
    
    *10.1
    
    Mortgage,
Assignment of Leases and Rents, Security Agreement and Financing
Statement between One Earth Energy, LLC and Farmers Energy One
Earth, LLC dated June 13, 2007.
    
    *10.2
    
    Mortgage,
Assignment of Leases and Rents, Security Agreement and Financing
Statement between One Earth Energy, LLC and Farmers Energy One
Earth, LLC dated June 13, 2007.
    
    *10.3
    
    Secured Promissory Note between One
Earth Energy, LLC and Farmers Energy One Earth, LLC dated June 13,
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. 26




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SIGNATURES
  ONE EARTH ENERGY, LLCDate: June 14, 2007
    /s/ Steve KellySteve KellyChairman and President (Principal Executive Officer) Date: June 14, 2007
    /s/ Jack MurrayJack MurrayTreasurer  (Principal Financial and Accounting Officer) 27