U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 10-QSB



  [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE ACT OF 1934.

                  FOR THE QUARTERLY PERIOD ENDED March 31, 2001
                                                 --------------

  [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE ACT OF

         1934 FOR THE TRANSITION PERIOD FROM ___________ TO ____________

                          COMMISSION FILE NUMBER: 000-
                                                  -------------

                           BADGER STATE ETHANOL, LLC.
                           --------------------------
             (Exact name of registrant as specified in its charter)


       WISCONSIN                                             39-1996522
     ---------------------------------                  -----------------
     (State or other jurisdiction                        (IRS Employer
      of incorporation or organization)                 Identification No.)


                                2443 Bethel Road
                             Monroe, Wisconsin 53566
                             -----------------------
                    (Address of principal executive offices)

                                 (608) 329-3900
                                 --------------
                (Issuer's telephone number, including area code)


         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [ ] No [x]


         The number of Class A, B and C membership units outstanding as of May
30, 2001 was 0, 720, and 1,000, respectively.


         Transitional Small Business Disclosure Format: Yes [ ]   No [x]






                            BADGER STATE ETHANOL, LLC
               FORM 10-QSB QUARTERLY REPORT FOR THE QUARTER ENDED
                                 March 31, 2001

                                TABLE OF CONTENTS



Part I - Financial Information                                                           PAGE
                                                                                      
     Item 1. Financial Statements

         Condensed Balance Sheets at December 31, 2000 and March 31, 2001...................3

         Condensed Statements of Operations for the three months
           ended March 31, 2001 and for the period of
           May 11, 2000 (inception) to March 31, 2001.......................................4

         Condensed Statements of Cash Flows for the three months
           ended March 31, 2001 and the period of
           May 11, 2000 (inception) to March 31, 2001.......................................5

         Notes to Condensed Financial Statements............................................6

     Item 2. Management's Discussion and Analysis and Plan of Operations....................7

Part II - Other Information

     Item 1.  Legal Proceedings.............................................................10

     Item 2. Changes in Securities and Use of Proceeds......................................11

     Item 3.  Defaults Upon Senior Securities...............................................11

     Item 4.  Submission of Matters to a Vote of Security Holders...........................11

     Item 5.  Other Information.............................................................11

     Item 6. Exhibits and Reports on Form 8-K...............................................11

Signature...................................................................................12



                                       2


ITEM 1: FINANCIAL STATEMENTS


                            BADGER STATE ETHANOL, LLC
                          (A DEVELOPMENT STAGE COMPANY)

                            CONDENSED BALANCE SHEETS
                                   (Unaudited)



                                                                                   MARCH           DECEMBER
                                                                                 31, 2001          31, 2000
                                                                               --------------    --------------
                                                                                         
ASSETS

  CURRENT ASSETS
    Cash                                                                     $        88,515   $       104,620
    Prepaid insurance                                                                  2,570                 0
                                                                               --------------    --------------

  TOTAL CURRENT ASSETS                                                                91,085           104,620

  EQUIPMENT                                                                            3,419                 0

  OTHER ASSETS
    Deferred offering costs                                                          340,880           216,344
                                                                               --------------    --------------

  TOTAL ASSETS                                                               $       435,384   $       320,964
                                                                               ==============    ==============


LIABILITIES AND MEMBERS' EQUITY

  CURRENT LIABILITIES
    Accounts payable                                                         $       258,250   $        74,768

  MEMBERS' EQUITY
    Member contributions, net of costs related to capital contributions              376,794           376,794
    Deficit accumulated during development stage                                    (199,660)         (130,598)
                                                                               --------------    --------------
  TOTAL MEMBERS' EQUITY                                                              177,134           246,196
                                                                               --------------    --------------

  TOTAL LIABILITIES AND MEMBERS' EQUITY                                      $       435,384   $       320,964
                                                                               ==============    ==============



     See notes to condensed financial statements


                                       3


                            BADGER STATE ETHANOL, LLC
                          (A DEVELOPMENT STAGE COMPANY)

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                                                                       CUMULATIVE FROM
                                                              THREE MONTHS              MAY 11, 2000
                                                              ENDED MARCH              (INCEPTION) TO
                                                                  31, 2001              MARCH 31, 2001
                                                              -----------------      --------------------
                                                                             
REVENUES                                                    $                0     $                   0

EXPENSES
  Project coordinator                                                    9,000                    30,000
  Organization costs                                                    19,341                    73,096
  Professional fees                                                     38,581                    89,851
  Office and administrative expense                                      1,199                     3,789
  Miscellaneous                                                            941                     2,924
                                                              -----------------      --------------------
                                                                        69,062                   199,660
                                                              -----------------      --------------------

NET LOSS                                                    $          (69,062)    $            (199,660)
                                                              =================      ====================



NET LOSS PER UNIT
    (1,720 weighted average units outstanding in 2001,
    1,415 weighted average units outstanding
      since inception)                                      $           (40.15)    $             (141.10)
                                                              =================      ====================



         See notes to condensed financial statements

                                       4


                            BADGER STATE ETHANOL, LLC
                          (A DEVELOPMENT STAGE COMPANY)

                        CONDENSED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)



                                                                                                     CUMULATIVE FROM
                                                                              THREE MONTHS             MAY 11, 2000
                                                                              ENDED MARCH             (INCEPTION) TO
                                                                                  31, 2001            MARCH 31, 2001
                                                                              -----------------    ---------------------
                                                                                           
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                                                  $          (69,062)  $             (199,660)
  Adjustments to reconcile net loss to net cash from operations
    Prepaid insurance                                                                   (2,570)                  (2,570)
    Accounts payable                                                                    60,793                  111,171
                                                                              -----------------    ---------------------

  NET CASH USED FOR OPERATING ACTIVITIES                                               (10,839)                 (91,059)

INVESTING ACTIVITIES
  Capital expenditures for equipment                                                    (3,419)                  (3,419)

FINANCING ACTIVITIES
  Expenditures for deferred offering costs                                              (1,847)                (197,007)
  Member contributions                                                                       0                  380,000
                                                                              -----------------    ---------------------

  NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES                                  (1,847)                 182,993

NET INCREASE (DECREASE) IN CASH                                                        (16,105)                  88,515

CASH - BEGINNING OF PERIOD                                                             104,620                        0
                                                                              -----------------    ---------------------

CASH - END OF PERIOD                                                        $           88,515   $               88,515
                                                                              =================    =====================


SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES

  Accounts payable for costs of raising capital                             $          122,689   $              147,079
                                                                              =================    =====================



         See notes to condensed financial statements


                                       5


                            BADGER STATE ETHANOL, LLC
                          (A DEVELOPMENT STAGE COMPANY)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 MARCH 31, 2001


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     NATURE OF BUSINESS - Badger State Ethanol, LLC (a Wisconsin Limited
     Liability Company) located in Monroe, Wisconsin was organized to design,
     build and operate a 40 million gallon ethanol plant. Construction is
     projected to begin in the year 2001. As of March 31, 2001, the Company is
     in the development stage with its efforts being principally devoted to
     capital raising, organizational and project feasibility activities.

     INTERIM FINANCIAL STATEMENTS - The Company's independent auditors have not
     audited the condensed financial statements for the three-month period ended
     March 31, 2001. In the opinion of the Company's management, all adjustments
     necessary to present fairly the financial position, results of operations,
     and cash flows of the Company as of March 31, 2001 and for the three-month
     period then ended have been made. Those adjustments consist only of normal
     and recurring adjustments.

     Certain information and note disclosures normally included in the Company's
     annual financial statements have been condensed or omitted. These condensed
     financial statements should be read in conjunction with a reading of the
     financial statements and notes thereto included in the Company's
     registration statement on Form SB-2 filed with the Securities and Exchange
     Commission.

     The results of operations for the three-month period ended March 31, 2001,
     are not necessarily indicative of the results to be expected in a full
     year.

     DEFERRED OFFERING COSTS - The Company defers the costs incurred to raise
     equity financing until that financing occurs. At such time that the
     issuance of new equity units occurs, these costs will be netted against the
     proceeds received. If the equity financing does not occur, they will be
     expensed. As of March 31, 2001, the Company deferred $340,880 of offering
     costs.

2.  RELATED PARTY TRANSACTIONS

     From its inception to March 31, 2001, the Company incurred $30,000 of
     project coordinator fees, of which $18,000 is included in accounts payable.
     The project coordinator is also a member, director and officer of the
     Company. The Company's general contractor and engineer are also Class B
     members of the Company.

3.  MEMBERS' EQUITY

     As specified in the Company's operating agreement, the Company will have
     three classes of membership units: Class A, Class B, and Class C. As of
     March 31, 2001, all available Class C membership units (1,000) had been
     sold for $20 per unit. All available Class B membership units (720) were
     sold for $500 per unit. On April 20, 2001, the SEC declared the Company's
     registration statement on Form SB-2 effective. The Company is currently
     offering up to 20,000 Class A membership units at a price of $1,000 per
     unit (the "Offering"). The Company must raise a minimum of $10 million to
     close the Offering. If the Company does not raise the $10 million minimum,
     all proceeds from the Offering will be returned to investors, without
     interest.

     If the Company closes the Offering, the Class B and Class C membership
     units will convert into Class A units at the rate of one Class A unit for
     each Class B or C membership unit held at the time of conversion. All
     classes of membership units have equal voting rights.


                                       6


                            BADGER STATE ETHANOL, LLC
                          (A DEVELOPMENT STAGE COMPANY)

               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 2001


4.  COMMITMENTS AND CONTINGENCIES

     The Company has signed a letter of intent with an investment banker,
     engineer and contractor to build the proposed ethanol plant. In addition to
     the Offering, the Company must raise approximately $32 million in senior
     debt and up to $13 million in subordinated debt, if less than $20 million
     in equity is raised in the Offering, with specific terms to be negotiated.
     The letter of intent stipulates that the engineer and contractor will be
     engaged to construct an ethanol plant, with costs not to exceed $45
     million. As indicated above, the engineer and general contractor hold Class
     B units of the Company and are members of the Board of Directors. They will
     also receive monthly management fees, not to exceed $150,000 annually.

     The Company signed a development agreement to purchase approximately 25
     acres of land in Monroe, Wisconsin for $1 under a tax increment financing
     arrangement. Transfer of the land is contingent upon several conditions,
     including financing commitments that the Company must obtain. Pursuant to a
     May 29, 2001, amendment to the development agreement, the purchase of the
     land is scheduled to take place on the earlier of September 30, 2001 or the
     date the Company obtains financing. The Company is obligated to add
     improvements to the land of at least $7 million and to have the ethanol
     plant substantially completed by June 1, 2002. The city will also provide
     construction of municipal services such as road, sewer, water and site
     preparation. The Company expects to finance these improvements from $1.6
     million in tax increment financing from the city and repaid by the Company
     through regular property taxes over a ten year period. In addition, the
     Company is seeking a $400,000 grant from the State of Wisconsin, of which
     $300,000 will be used for site improvement and $100,000 for training
     employees.


ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS

         This report contains forward-looking statements. In addition, we may
make forward-looking statements orally in the future by or on behalf of the
Company. When used, the words "believe," "expect," "will," "can," "estimate,"
"anticipate" and similar expressions are intended to identify forward-looking
statements. Readers should not place undue reliance on any forward-looking
statements and recognize that the statements are not predictions of actual
future results. Actual results could and likely will differ materially from
those anticipated in the forward-looking statements due to the risks and
uncertainties set forth in our Form SB-2 registration statement under the
caption "Risk Factors," as well as others not now anticipated. These risks and
uncertainties include, without limitation, our assumptions concerning financing
requirements and future operations, our ability to obtain debt financing to
finish construction and generate revenues, construction delays, changes in state
and federal ethanol subsidies, our need for additional capital, our ability to
manufacture our products on a commercial scale and in compliance with regulatory
requirements, increased competition, and changes in government regulation. We
undertake no responsibility to update any forward-looking statement.

OVERVIEW

         We are a start-up company in development stage. We are planning to
build an ethanol plant and engage in the production of ethanol and animal
feed products. We are seeking to raise up to $20 million in an initial public
offering of our Class A units (the "Offering") and up to $45 million in
senior and subordinated debt financing to build a 40 million-gallon per year
ethanol plant in Monroe, Wisconsin. We cannot close the Offering unless we
raise at least $10 million, and secure at least $32 million in senior debt
and the amount of subordinated debt we need. The amount of subordinated debt
that we need depends upon the amount we raise in the Offering.

                                       7


         We expect that it will take approximately 13-15 months from the date we
close the Offering to construct the proposed ethanol plant. We have entered into
a development agreement with the City of Monroe to purchase a site for $1 to
construct our proposed ethanol plant and site improvements. In February 2001,
Monroe began making site improvements, but weather or public opposition could
cause delays. Monroe will give us title to the site if we secure at least $7
million in financing by September 30, 2001.

         We have no agreements with any party to sell any of our expected
products. We hope to secure agreements with third parties to purchase all of our
ethanol and animal feed products. We do not intend to hire a sales staff to
market our products. We will rely on third-party marketing arrangements, and pay
commissions to marketing agents to market and sell our products. We intend to
hire staff only for the direct operations of our ethanol business, such as
receiving and production.

PLAN OF OPERATION FOR THE NEXT 12 MONTHS

         We expect to spend the next 12 months in design-development and
construction of the proposed ethanol plant. We plan to secure debt financing,
negotiate and finalize various contracts and agreements, such as sales and
marketing agreements. If we successfully close the Offering, we expect to have
sufficient cash on hand to cover our costs over the next 12 months, including
staffing, office, audit, legal and compliance costs. If we do not close the
Offering, we will not have sufficient funds to meet our operating needs over the
next 12 months and will not be able to continue as a going concern. Our costs
over the next 12 months will partly depend on how much we raise in the Offering
since that will effect the amount of debt financing we need to secure. The
following is our estimate of our costs and expenditures for the next 12 months
assuming we successfully close on the Offering. These estimates are based upon
our general contractor, prime subcontractor and financial advisor's experience
with other businesses. It is only an estimate and our actual expenses could be
much higher due to a variety of factors described in our Form SB-2 registration
statement under the section entitled "Risk Factors."



                                              MINIMUM             MAXIMUM
                                          -----------------   -----------------
                                                        
Financing costs                           $      1,843,024    $      1,295,000
Offering costs                            $        355,000    $        355,000
Insurance                                 $        226,500    $        226,500
General and administrative costs          $        100,000    $        100,000
Land acquisition and improvements         $      2,000,000    $      2,000,000
Construction in progress payments         $     28,805,300    $     28,805,300
                                          -----------------   -----------------

Total                                     $     33,329,824    $     32,781,800


         Depending on how much we raise in the Offering, we anticipate spending
between $32.8 million to $33.3 million over the next 12 months. We will need to
spend significant amounts of money to secure up to $45 million in debt
financing. We expect to incur approximately $1.8 million in financing related
costs if we raise the $10 million minimum, or $1.3 million if we raise the $20
million maximum. These financing costs include advisory, service, lending, and
legal fees. We estimate that our financing costs will vary depending on the
amount of subordinated debt that we seek. We expect to pay our financial advisor
between $850,000 to $1.4 million to secure our senior and subordinated debt, if
any. We estimate that we will need to spend approximately $226,500 on directors
and officers' insurance, builder's risk insurance, general commercial liability,
worker's compensation and property insurance. We also expect to spend
approximately $100,000 on general and administrative expenses, including
managerial fees, out-of-pocket reimbursements and general office expenses. We
will spend approximately $2,000,000 to improve and prepare our 25-acre site for
construction. This includes rough grading the site and installing erosion
control facilities, procuring up to 1,000 cubic yards of crushed rock,
constructing a road from the ethanol plant to an existing roadway, and extending
sanitary sewer and water laterals to the ethanol plant. We expect to spend
approximately $100,000 of our funds on these improvements, and to fund the
balance with tax increment financing from the City of Monroe and a grant from
the Wisconsin Department of Commerce. A majority of our resources will be spent
to design and build the proposed ethanol plant. We expect to spend approximately
$29 million on construction. We expect these costs to include, digging, pouring
foundations, material and labor to construct the ethanol plant, grain and
ethanol storage and handling facilities, drying facilities,


                                       8


offices and a cooling tower. We will also purchase and install ethanol
production equipment, such as pumps, grinders and processing equipment, storage
tanks, dryers, and conveyors. We will pay these costs by making monthly progress
payments based upon the work completed and invoiced to us by our general
contractor.

         We expect offering costs related to the Offering will be approximately
$355,000. As of March 31, 2001, we incurred offering costs of $340,880, and
expect to incur an additional $14,120. We expect to fund our costs and
expenditures for the next 12 months through proceeds from the Offering, senior
and subordinated debt financing, our development agreement with Monroe, and a
grant from the Wisconsin Department of Commerce. We do not expect any
significant changes in the number of employees and do not plan to hire
additional employees until approximately six months before we begin operating
the ethanol plant.

LIQUIDITY AND CAPITAL RESOURCES

         As of March 31, 2001, we had cash and cash equivalents of $88,515,
current assets of $91,085 and total assets of $435,384. We had current
liabilities totaling $258,250. For the three months ended March 31, 2001, we had
a net loss of $69,062 and an accumulated deficit of $199,660. Member's equity as
of March 31, 2001 was $177,134.

         For the three months ended March 31, 2001, we had no revenues and cash
flows used for operating activities was $10,839, primarily to fund salaries,
consulting, legal, and permiting fees. During the three months ended March 31,
2001, the Company's pre-paid expenses increased by $2,570 and its accounts
payable increased by $183,482. Cash used for investing activity includes
purchases of office equipment totaling $3,419. Cash used for financing
activities consists of expenditures of $1,847 relating to deferred offering
costs.

         We are still in the development stage and are raising funds to build an
ethanol plant. Until the proposed ethanol plant is complete and operating, we
will generate no revenue. Management anticipates that accumulated losses will
continue to increase until the ethanol plant is operating. Our current
liabilities significantly exceed our current assets. If we do not close the
Offering, we will not be able to fund our operating expenses for the next 12
months and will not be able to continue as a going concern.

         If we successfully close the Offering, we will receive $10 to $20
million from equity investments, approximately $32 million from senior debt and
up to $13 million from subordinated debt, if needed, to build the ethanol plant.
We do not have financing commitments for any loans. We have had discussions with
several Monroe area banks that have expressed interest in participating in the
senior debt, but have not entered into any agreements. We have made one formal
presentation and are negotiating with a potential lead bank.

         We expect that the $32 million senior debt will be secured by all of
our real property, including receivables and inventories. When the proposed
ethanol plant is complete and operating, we anticipate converting the senior
debt into a term loan, to be paid in full over seven years, without balloon
payment. This could be difficult if the project suffers delays or interest rates
change. We expect that we will also need a $4.5 million revolving line of credit
to finance receivables and inventories when we begin operation. We anticipate
that we will require access to the revolving line during the first year of
operation, and at least a portion of the second year, before generating
sufficient surplus cash flow to finance inventories and receivables. We have not
entered into any agreement for this line of credit, but anticipate doing so
before we begin operations. We plan to pay prime rate on these loans, plus
annual fees for maintenance and observation of the loan by the lender.

         If we seek subordinated debt, we expect to pay a mid-teen level
interest rate, plus possible warrants, allowing for a 20% or more rate of return
to the subordinated lender. We base these assumptions and interest rates on the
advice of our financial adviser. We are also relying upon $1.6 million in tax
increment financing from Monroe to fund improvements to the site. We are also
seeking a $400,000 grant from the Wisconsin Department of Commerce, of which
$300,000 will be used for site improvement and approximately $100,000 for
training employees.

         The following table shows the sources of our liquidity relating to the
construction and start-up of our business. Other than the tax increment
financing, we have no commitments or agreements with any third party to provide
us with these funds. Because we do not know what precisely our capital structure
will look like when the


                                       9


Offering closes, we present three possible scenarios: (1) we raise $10 million
in the Offering and take on approximately $13 million in subordinated debt; (2)
we raise $15 million in the Offering and take on approximately $7 million in
subordinated debt; and (3) we raise $20 million in the Offering and take on no
subordinated debt. Based upon initial discussions with prospective lenders, we
are assuming that our senior debt will be a fixed rate loan at prime, estimated
at 8.5%. Based upon our financial advisor's prior experience with other
projects, we are assuming a fixed interest rate of 15% for our subordinated
debt. Interest rates have historically fluctuated and our interest rate could be
substantially higher. All of these scenarios are only ranges of estimates, and
actual sources and uses of funds could vary significantly from these estimates.



SOURCES OF FUNDS:
- -------------------------------------
                                                               
Equity (1)                            $   10,000,000   $   15,000,000   $    20,000,000
Seed capital                                 376,795          376,795           376,795
Senior debt                               31,658,616       31,658,616        31,755,621
Subordinated debt                         13,055,815        6,616,429                 0
Tax increment financing                    1,600,000        1,600,000         1,600,000
Department of Commerce grant (2)             400,000          400,000           400,000
Deficit of funding (surplus)                 (7,574)         (32,574)                 0

TOTAL SOURCES OF FUNDS                $   57,083,652   $   55,619,266   $    54,132,416

USES OF FUNDS:
- -------------------------------------
Expected maximum contract price           45,000,000       45,000,000        45,000,000
Rail costs                                   670,000          670,000           670,000
Land and infrastructure                    2,000,000        2,000,000         2,000,000
Insurance costs                              226,500          226,500           226,500
General and administrative                   100,000          100,000           100,000
Start-up costs for labor                     400,000          400,000           400,000
Capitalized interest                       3,929,848        2,738,486         1,526,636
Working capital needs                      2,000,000        2,000,000         2,000,000
Financing costs                            1,843,024        1,570,000         1,295,000
Offering costs                               355,000          355,000           355,000
Contingency                                  559,280          559,280           559,280

TOTAL USES OF FUNDS                   $   57,083,652   $   55,619,266   $    54,132,416


- --------------------
(1)  Assumes that $10,000,000, $15,000,000 or $20,000,000 will be raised in the
     Offering.
(2)  If received, this grant will provide up to $300,000 for development costs
     and up to approximately $100,000 to establish a training program for
     employees.

SUBSEQUENT EVENTS

         Under our development agreement with Monroe, we must secure financing
of at least $7 million to build the proposed ethanol plant by June 1, 2001. On
May 29, 2001, we amended our agreement with Monroe to extend that date from June
1, 2001 to September 30, 2001. If we do not close the Offering and secure
financing for at least $7 million by September 30, 2001, our development
agreement will terminate, and we will return all proceeds raised in the Offering
to investors, without interest.


                           PART II: OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

None.


                                       10


ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS

         Our registration statement on Form SB-2 (File No. 333-50568) was
declared effective by the SEC on April 20, 2001, and our initial public offering
commenced on April 21, 2001. We have not closed the Offering and are continuing
to sell the Class A units (the "Units") registered under our registration
statement. We have no underwriter and are selling the Units directly to
investors. Our officers, Dr. Gary Kramer and Mr. John Malchine, are the
principal persons involved with our sales efforts. We do not pay our officers or
any other person any commissions in connection with any sale.

     We registered an aggregate of 20,000 Class A units with an estimated
aggregrate gross offering price of $20 million or $1,000 per unit. We will not
close the offering unless we raise at least $10 million and satisfy the
conditions to closing described in our registration statement. As of May 30,
2001, we received indications of interest for 8,131units or $8,131,000. We
received offering proceeds for 70 units or $70,000. All offering proceeds will
be deposited into our escrow account at Wells Fargo Bank Iowa, National
Association. We have not used any offering proceeds and cannot withdraw funds
from our escrow account until we close the Offering. We have funded our start-up
operations and development with contributions received prior to the Offering.

     Subscribers in the Offering may elect to defer payment and need not pay the
amount subscribed until we receive executed subscription agreements for at least
$10 million and we notify them that payment is due. If a subscriber intends to
purchase the units subscribed, then he or she must send payment within 10 days
from the date of our notice to him or her that payment is due. If a subscriber
does not timely pay the amount subscribed, his or her subscription automatically
terminates without penalty.

         As of March 31, 2001, we incurred aggregate costs of $340,880 relating
to the Offering. As of March 31, 2001, we have paid the following offering
costs: (1) $17,394 in fees and expenses to our accountants; (2) $138,781 in fees
and expenses to our legal counsel, including $3,250 in blue sky filing fees; (3)
$5,168 in SEC registration fees; and (4) $50,000 in investment banking fees. The
balance of our offering expenses incurred as of March 31, 2001 were accrued as a
payable. If we close the Offering, we estimate that we will receive net proceeds
of $9,645,000 if we raise the $10 million minimum or $19,645,000 if we raise the
$20 million maximum.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None.

ITEM 5: OTHER INFORMATION

None.

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

a.       Exhibits

         10.1     Amendment to Development Agreement between Badger State
                  Ethanol, LLC and the City of Monroe, Wisconsin

b.       Reports on Form 8-K

         There were no reports filed on Form 8-K during the three months ended
March 31, 2001.


                                       11




                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                       BADGER STATE ETHANOL, LLC


Date:  May 31, 2001                    By:  /s/ John L. Malchine
                                            ------------------------------------
                                            John L. Malchine
                                            Vice President, Chief Financial
                                            Officer and Secretary (principal
                                            financial officer)












                                       12