**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**Amendment No. 1 to**

** **

**FORM 10-QSB/A**

 
| **ý**                                                                                                                                                                                                                  | **Quarterly report under Section 13  or 15(d) of the Securities Exchange Act of 1934.** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                        |
| **For the quarterly period ended June 30, 2003**                                                                                                                                                                            |
|                                                                                                                                                                                                                        |
| **OR**                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                        |
| **o**                                                                                                                                                                                                                       | **Transition report under Section 13  or 15(d) of the Exchange Act.**                   |
|                                                                                                                                                                                                                        |
| **For the transition period from                 to               .** |

 

**COMMISSION FILE NUMBER 333-92188**

 

**UNITED WISCONSIN GRAIN PRODUCERS, LLC**

(Exact name of small business issuer as specified in its charter)

** **

| **Wisconsin**                                                   |   | **39-2032455**                       |
|-----------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of  incorporation or organization) |   | (I.R.S. Employer Identification No.) |
|                                                            |   |                                 |
| **PO BOX 247 Richland Street, Friesland, Wisconsin 53935**      |
| (Address of principal executive offices)                        |
|                                                            |   |                                 |
| **(920) 348-5016**                                              |
| (Issuer’s telephone number)                                |

 

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

 

State the number of sharesoutstanding for each of the issuer’s classes of common equity as of the latestpracticable date:  As of June 30, 2003,there were 1,280 units outstanding.

 

Transitional Small BusinessDisclosure Format (Checkone):              o Yes               ý   No

 

 

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**INDEX**

 
| **PART I.  FINANCIAL INFORMATION**   |        |
|--------------------------------------|-------------|
|                                 |        |
|                                 | **Item 1.** | **Financial  Statements** |   |
|                                 | **Item 2.** | **Management’s  Discussion and Analysis and Plan of Operation** |   |
|                                 | **Item 3.** | **Controls  and Procedures** |   |
|                                 |        |
| **PART II.  OTHER INFORMATION** |        |
|                                 |        |
|                                 | **Item 1.** | **Legal Proceedings** |   |
|                                 | **Item 2.** | **Changes in Securities** |   |
|                                 | **Item 3.** | **Defaults Upon Senior Securities** |   |
|                                 | **Item 4.** | **Submission of Matters to a Vote of Security  Holders** |   |
|                                 | **Item 5.** | **Other Information** |   |
|                                 | **Item 6.** | **Exhibits and Reports on Form 8-K** |   |
|                                 |        |
| **SIGNATURES**                       |        |
|                                      |             |  |  |  |  |  |

 

2

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**Explanatory Note Regarding Amendment No. 1**

 

This Amendment No. 1 to the Quarterly Reporton Form 10-QSB of United Wisconsin Grain Producers, LLC, (the “Company”) forthe quarter ended June 30, 2003, is being filed for the purpose of amending andrestating Items 1, 2 and 6 to account for the adjustment made to capitalizecertain deferred offering costs previously expensed relating to the raising ofthe Company’s equity financing.  Inaccordance with Rule 12b-15 under the Securities and Exchange Act of 1934, thecomplete text of such Items, as amended, are set forth herein.  In addition to the filing of this AmendmentNo. 1 and pursuant to Rule 12b-15, the Company is including certain currentlydated certifications.  The remainder ofthe Company’s Form 10-QSB is unchanged and is reproduced in its entirety inthis Amendment No. 1.  This reportspeaks as of the original filing date of the Form 10-QSB and has not beenupdated to reflect events occurring subsequent to the original reporting date.

 

**PART I****.****FINANCIAL INFORMATION**

 

**Item 1****.****    Financial Statements**

 

**UNITEDWISCONSIN GRAIN PRODUCERS, LLC**

** **

Table of Contents

 

**FINANCIALSTATEMENTS**

Balance Sheet (Unaudited)

Statements of Operations (Unaudited)

Statements of Cash Flows (Unaudited)

Notes to Unaudited Financial Statements

 

3

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**UNITED WISCONSIN GRAIN PRODUCERS, LLC**

**(A DEVELOPMENT STAGE COMPANY)**

**BALANCE SHEET**

 
|                                                                 |   | **June 30,  2003** |    | **December  31, 2002** |   |
|----------------------------------------------------------------------|--------|--------------------|---------|------------------------|--------|
|                                                                 |   | **(Unaudited)**    |    | **(Audited)**          |   |
| **ASSETS**                                                           |   |               |    |                   |   |
| **Current Assets**                                                   |   |               |    |                   |   |
| Cash                                                                 |   | $                  | 19,975  |                   | $      | 163,779 |   |
| Accounts receivable                                                  |   | 6,067              |    | —                 |   |
| Prepaid expenses                                                     |   | 11,495             |    | 8,125                  |   |
| Total current assets                                                 |   | 37,537             |    | 171,904                |   |
|                                                                 |   |               |    |                   |   |
| **Equipment**                                                        |   |               |    |                   |   |
| Computer equipment                                                   |   | 6,871              |    | 1,240                  |   |
| Less accumulated depreciation                                        |   | 440                |    | 41                     |   |
| Net equipment                                                        |   | 6,431              |    | 1,199                  |   |
|                                                                 |   |               |    |                   |   |
| **Other Assets**                                                     |   |               |    |                   |   |
| Deposits on land                                                     |   | 13,000             |    | 13,000                 |   |
| Deferred offering costs                                              |   | 297,370            |    | 165,134                |   |
| Total other assets                                                   |   | 310,370            |    | 178,134                |   |
|                                                                 |   |               |    |                   |   |
| **Total Assets**                                                     |   | $                  | 354,338 |                   | $      | 351,237 |   |
|                                                                 |   |               |    |                   |   |
| **LIABILITIES AND EQUITY**                                           |   |               |    |                   |   |
| **Current Liabilities**                                              |   |               |    |                   |   |
| Accounts payable                                                     |   | $                  | 234,374 |                   | $      | 74,171 |   |
| Other payables                                                       |   | 15,000             |    | 15,000                 |   |
| Note payables                                                        |   | 82,000             |    | —                 |   |
| Accrued liabilities                                                  |   | 4,068              |    | —                 |   |
| Current maturities of long-term debt                                 |   | 1,641              |    | —                 |   |
| Total current liabilities                                            |   | 337,083            |    | 89,171                 |   |
|                                                                 |   |               |    |                   |   |
| **Commitments and Contingencies**                                    |   |               |    |                   |   |
|                                                                 |   |               |    |                   |   |
| **Long-Term Debt, less current maturities**                          |   | 3,163              |    | —                 |   |
|                                                                 |   |               |    |                   |   |
| **Members’ Equity (Deficit)**                                   |   |               |    |                   |   |
| Member contributions, net of costs related  to capital contributions |   | 543,905            |    | 543,905                |   |
| Deficit accumulated during development  stage                        |   | (529,813           | )       | (281,839               | )      |
| Total members’ equity (Deficit)                                 |   | 14,092             |    | 262,066                |   |
|                                                                 |   |               |    |                   |   |
| **Total Liabilities and Members’ Equity  (Deficit)**            |   | $                  | 354,338 |                   | $      | 351,237 |   |

 

Notes to Financial Statements are an integralpart of this Statement

 

4

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**UNITED WISCONSIN GRAIN PRODUCERS, LLC**

**(A DEVELOPMENT STAGE COMPANY)**

**STATEMENTS OF OPERATIONS**

 
|                                                                       |   | **Quarter  Ended  June 30,2003** |         | **Quarter  Ended  June 30,2002** |   | **From  Inception toJune 30, 2003** |   |
|----------------------------------------------------------------------------|--------|----------------------------------|--------------|----------------------------------|--------|-------------------------------------|--------|
|                                                                       |   | **(Unaudited)**                  |         | **(Unaudited)**                  |   | **(Unaudited)**                     |   |
|                                                                       |   |                             |         |                             |   |                                |   |
| **Revenues**                                                               |   | **$**                            | **—**   |                             | $      | —                              |   | $ | — |   |
|                                                                       |   |                             |         |                             |   |                                |   |
| **Operating Expenses**                                                     |   |                             |         |                             |   |                                |   |
| Project coordinator                                                        |   | **9,011**                        |         | 1,707                            |   | 62.252                              |   |
| Organization costs                                                         |   | **5,965**                        |         | 8,600                            |   | 54,530                              |   |
| Consulting and professional fees                                           |   | **39,017**                       |         | 51,856                           |   | 238,308                             |   |
| Administrative                                                             |   | **81,790**                       |         | 5,740                            |   | 200,554                             |   |
| Totals                                                                     |   | **135,783**                      |         | 67,903                           |   | 555,644                             |   |
|                                                                       |   |                             |         |                             |   |                                |   |
| **Operating Loss**                                                         |   | **(135,783**                     | **)**        | (67,903                          | )      | (555,644                            | )      |
|                                                                       |   |                             |         |                             |   |                                |   |
| **Other Income**                                                           |   |                             |         |                             |   |                                |   |
| Interest income                                                            |   | —                           |         | 1,146                            |   | 4,377                               |   |
| Interest expense                                                           |   | **(221**                         | **)**        | —                           |   | (221                                | )      |
| Miscellaneous                                                              |   | **4,650**                        |         | 1,000                            |   | 21,675                              |   |
| Total other income                                                         |   | **4,429**                        |         | 2,146                            |   | 25,831                              |   |
|                                                                       |   |                             |         |                             |   |                                |   |
| **Net Loss**                                                               |   | **$**                            | **(131,354** | **)**                            | $      | (65,757                             | )      | $ | (529,813 | ) |
|                                                                       |   |                             |         |                             |   |                                |   |
| **Net Loss Per Unit**                                                      |   |                             |         |                             |   |                                |   |
| (1,280, 1,440 and 1,316 weighted average  units outstanding, respectively) |   | **$**                            | **(102.62**  | **)**                            | $      | (45.66                              | )      | $ | (402.59 | ) |

 

Notes toFinancial Statements are an integral part of this Statement

 

5

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|                                                              |   | **Six Months  Ended  June 30,  2003** |         | **Six Months Ended  June 30,  2002** |   |
|-------------------------------------------------------------------|--------|---------------------------------------|--------------|--------------------------------------|--------|
|                                                              |   | **(Unaudited)**                       |         | **(Unaudited)**                      |   |
|                                                              |   |                                  |         |                                 |   |
| **Revenues**                                                      |   | **$**                                 | **—**   |                                 | **$**  | **—** |   |
|                                                              |   |                                  |         |                                 |   |
| **Operating Expenses**                                            |   |                                  |         |                                 |   |
| Project coordinator                                               |   | **16,001**                            |         | 16,707                               |   |
| Organization costs                                                |   | **15,806**                            |         | 17,970                               |   |
| Consulting and professional  fees                                 |   | **61,147**                            |         | 88,679                               |   |
| Administrative                                                    |   | **159,876**                           |         | 16,909                               |   |
| Totals                                                            |   | **252,830**                           |         | 140,265                              |   |
|                                                              |   |                                  |         |                                 |   |
| **Operating Loss**                                                |   | **(252,830**                          | **)**        | (140,265                             | )      |
|                                                              |   |                                  |         |                                 |   |
| **Other Income**                                                  |   |                                  |         |                                 |   |
| Interest income                                                   |   | **177**                               | ** **   | 2,599                                |   |
| Interest expense                                                  |   | **(221**                              | **)**        | —                               |   |
| Miscellaneous                                                     |   | **4,900**                             | ** **   | 1,000                                |   |
| Total other income                                                |   | **4,856**                             | ** **   | 3,599                                |   |
|                                                              |   |                                  | ** **   |                                 |   |
| **Net Loss**                                                      |   | **$**                                 | **(247,974** | **)**                                | $      | (136,666 | ) |
|                                                              |   |                                  | ** **   |                                 |   |
| **Net Loss Per Unit**                                             |   |                                  | ** **   |                                 |   |
| (1,280 and 962 weighted average units  outstanding, respectively) |   | **$**                                 | **(193.73**  | **)**                                | $      | (142.06 | ) |

 

Notes to Financial Statementsare an integral part of this Statement

 

6

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**UNITED WISCONSIN GRAIN PRODUCERS, LLC**

**(A DEVELOPMENT STAGE COMPANY)**

**STATEMENTS OF CASH FLOWS (UNAUDITED)**

 
| ** **

                                                  |   | **Six Months  Ended  June 30,  2003** |         | **Six Months  Ended  June 30,  2002** |   | **From  Inception to  June 30, 2003** |   |
|--------------------------------------------------------------------|--------|---------------------------------------|--------------|---------------------------------------|--------|---------------------------------------|--------|
|                                                               |   | **(Unaudited)**                       |         | **(Unaudited)**                       |   | **(Unaudited)**                       |   |
| **Cash Flows from Operating Activities**                           |   |                                  |         |                                  |   |                                  |   |
| Net loss                                                           |   | **$**                                 | **(247,974** | **)**                                 | $      | (136,666                              | )      | $ | (529,813 | ) |
| Adjustments to reconcile net  loss to net cash used in operations: |   |                                  |         |                                  |   |                                  |   |
| Depreciation                                                       |   | **399**                               |         | —                                |   | 440                                   |   |
| Accounts receivable                                                |   | **(6,067**                            | **)**        | —                                |   | (6,067                                | )      |
| Prepaid expenses                                                   |   | **(3,370**                            | **)**        | (5,000                                | )      | (11,495                               | )      |
| Other payable                                                      |   | —                                |         | 5,500                                 |   | —                                |   |
| Accounts payable                                                   |   | **113,395**                           | ** **   | 85                                    |   | 163,109                               |   |
| Accrued liabilities                                                |   | **4,068**                             | ** **   | —                                |   | 4,068                                 |   |
| Net cash used in operating activities                              |   | **(139,549**                          | **)**        | (136,081                              | )      | (379,758                              | )      |
|                                                               |   |                                  | ** **   |                                  |   |                                  |   |
| **Cash Flows from Investing Activities**                           |   |                                  | ** **   |                                  |   |                                  |   |
| Capital expenditures                                               |   | —                                | ** **   | —                                |   | (1,240                                | )      |
| Deposits on land                                                   |   | —                                | ** **   | (5,113                                | )      | (13,000                               | )      |
| Net cash used in investing activities                              |   |                                  |         | (5,113                                | **)**  | (14,240                               | )      |
|                                                               |   |                                  | ** **   |                                  |   |                                  |   |
| **Cash Flows from Financing Activities**                           |   |                                  | ** **   |                                  |   |                                  |   |
| Member contributions                                               |   | —                                | ** **   | 485,000                               |   | 602,500                               |   |
| Proceeds from notes payable                                        |   | **82,000**                            | ** **   | —                                |   | 82,000                                |   |
| Payments debt obligations                                          |   | **(827**                              | **)**        | —                                |   | (827                                  | )      |
| Payments for costs of raising capital                              |   | —                                | ** **   | (24,595                               | )      | (23,595                               | )      |
| Payments for deferred offering costs                               |   | **(85,428**                           | **)**        | (30,050                               | )      | (226,105                              | )      |
| Payments for membership unit redemption                            |   | —                                | ** **   | —                                |   | (20,000                               | )      |
| Net cash (used for) from financing  activities                     |   | **(4,255**                            | **)**        | 431,355                               |   | 413,973                               |   |
|                                                               |   |                                  |         |                                  |   |                                  |   |
| **Net (Decrease) Increase in Cash**                                |   | **(143,084**                          | **)**        | 290,161                               |   | 19,975                                |   |
|                                                               |   |                                  | ** **   |                                  |   |                                  |   |
| **Cash – Beginning of Period**                                |   | **163,779**                           | ** **   | 72,756                                |   | —                                |   |
|                                                               |   |                                  | ** **   |                                  |   |                                  |   |
| **Cash – End of Period**                                      |   | **$**                                 | **19,975**   | ** **                            | $      | 362,917                               |   | $ | 19,975 |   |

 

Notes to Financial Statementare an integral part of this Statement.

 

7

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**UNITED WISCONSIN GRAIN PRODUCERS, LLC**

**(A DEVELOPMENT STATE COMPANY)**

**STATEMENTS OF CASH FLOWS**

 
|                                                         |   | **Six Months  Ended  June 30, 2003** |       | **Six Months  Ended  June 30, 2002** |       | **From  Inception to**

**June 30,  2003** |       |
|--------------------------------------------------------------|--------|--------------------------------------|------------|--------------------------------------|------------|--------------------------------------------|------------|
|                                                         |   |                                 |       |                                 |       |                                       |       |
| **Supplemental Cash Flow Information**                       |   |                                 | ** ** |                                 | ** ** |                                       | ** ** |
|                                                         |   |                                 |       |                                 |       |                                       |       |
| Cash paid during the year for:                               |   |                                 |       |                                 |       |                                       |       |
| Interest                                                     |   | $                                    | 221        |                                 | $          | —                                     |       | $ | 221 |   |
|                                                         |   |                                 |       |                                 |       |                                       |       |
| **Noncash Investing and Financing Activities**               |   |                                 |       |                                 |       |                                       |       |
| Deferred offering costs in accounts payable                  |   | $                                    | 71,265     |                                 | $          | —                                     |       | $ | 71,265 |   |
|                                                         |   |                                 |       |                                 |       |                                       |       |
| Capital expenditures in long-term debt                       |   | $                                    | 5,631      |                                 | $          | —                                     |       | $ | 5,631 |   |
|                                                         |   |                                 |       |                                 |       |                                       |       |
| Membership units redeemed through issuance  of other payable |   | $                                    | —     |                                 | $          | —                                     |       | $ | 15,000 |   |

 

Notes to Financial statementsare an integral part of this Statement

 

8

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**UNITED WISCONSIN GRAIN PRODUCERS, LLC**

**(A DEVELOPMENT STAGE COMPANY)**

**NOTES TO FINANCIAL STATEMENTS**

**June 30, 2003**

** **

The statements included hereinhave been prepared by the company, without audit, pursuant to the rules andregulations of the Securities and Exchange Commission, and reflect alladjustments which are, in the opinion of management, necessary to a fairpresentation of the financial statements for the interim period, on a basisconsistent with the annual audited financial statements.  The adjustments made to these statementsconsists only of normal recurring adjustments. These financial statements should be read in conjunction with thefinancial statements and the summary of significant accounting polices andnotes thereto included in the company’s Registration Statement on Form SB-2, asamended (SEC Registration No. 333-92188).

 

The financial statements as previously issuedfor the three and six month periods ended June 30, 2003 have been adjusted tocapitalize certain deferred offering costs previously expensed relating to theraising of the Company’s equity financing. This resulted in an increase in total assets of $65,932 and a decreaseof the Company’s previously reported net loss for the three and six monthperiods of $197,286 ($154.13 per unit) and $313,906 ($245.24 per unit) to a netloss of $131,354 ($102.62 per unit) and $247,974 ($193.73 per unit)respectively.

** **

**1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

 

*Nature of Business*

 

The Company was organized topool investors, some of whom intend to provide a corn supply, for a 40 milliongallon ethanol plant to be located near the town of Friesland in the township ofRandolph, Wisconsin, with distribution to upper Midwest states. In addition,the Company intends to produce and sell distillers dried grains and carbondioxide as co-products of ethanol production. Construction is anticipated tobegin in 2003. As of June 30, 2003, the Company is in the development stagewith its efforts being principally devoted to organizational and projectfeasibility activities. 

 

*Fiscal Reporting Period*

 

The Company has adopted a fiscal year endingDecember 31 for reporting financial operations.

 

*Accounting Estimates*

 

Management uses estimates andassumptions in preparing these financial statements in accordance withgenerally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets andliabilities, the disclosure of contingent assets and liabilities, and thereported revenues and expenses.  Actualresults could differ from those estimates.

 

Significant estimates includethe deferral of expenditures for land development and offering costs which aredependent upon successful financing and project development, as discussedbelow.  It is at least reasonablypossible that these estimates may change in the near term.

 

*Cash*

 

At times throughout the year,the Company’s cash balances may exceed amounts insured by the Federal DepositInsurance Corporation.

 

*Equipment*

 

Equipment is stated at thelower of cost or estimated fair value. Depreciation is provided by use of the straight-line method over theirestimated useful lives of 5 years.  Maintenanceand repairs are expensed as incurred; major improvements and betterments arecapitalized.

 

9

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*Fair Value of Financial Instruments*

 

The fairvalue of the Company’s cash approximates its carrying value.  It is not currently practicable to estimatethe fair value of the long-term debt and note payable since these agreementscontain unique terms, conditions, and restrictions, which were negotiated atarm’s length.

 

*Deposits on Land*

 

The Company has made deposits onland options for 59 or 115 acres for its facility. If the Company purchasesthese parcels, the deposits will be applied to the payment of $236,000 or$1,000,000, respectively.  If theseoptions expire or management does not intend to execute the options, thedeposits will be written off when such a determination is made.  These costs have been stated at the lower ofcost or estimated fair value.  At June30, 2003, the total of all deposits on land is $13,000.   

 

*Deferred Offering Costs*

 

The Companydefers the costs incurred to raise equity financing until that financingoccurs.  At such time that the issuanceof new equity units occurs, these costs will be netted against the proceedsreceived; or if the financing does not occur, they will be expensed.  

 

*Grants*

 

The Company will recognize grant income asother income for reimbursement of expenses incurred upon complying with theconditions of the grant.  Forreimbursements of capital expenditures, the grants are recognized as areduction of the basis of the asset upon complying with the conditions of thegrant.

 

*Income Taxes*

 

The Company is treated as apartnership for federal and state income tax purposes and is generally notsubject to either federal or state income taxes.  Instead, its earnings and losses are included in the income taxreturns of the members. Therefore, no provision or liability for federal orstate income taxes has been included in these financial statements.

 

*Reclassification*

 

Certain amounts in theStatement of Operations for 2002 and Inception to date have been reclassifiedto conform to 2003 classifications. These reclassifications had no effect on net income as previouslyreported.

 

**2.  DEVELOPMENT STAGE ENTERPRISE**

** **

The Company was formed onNovember 2, 2001 to have a perpetual life. The Company was initially capitalized by contributions from its foundingmembers and later by additional seed capital investors. The ten founderscontributed an aggregate of $117,500 for 235 units.  Forty-six members, including nine of the founders, contributed anadditional aggregate of $485,000 for 485 units that were issued in January2002.

 

10

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EffectiveApril 1, 2002, the 720 units purchased by the founding members and seed capitalinvestors were split on a two-for-one basis resulting in 1,440 sharesoutstanding.  

 

EffectiveOctober 16, 2002, the Company redeemed a total of 160 units from two boardmembers for $35,000, of which $20,000 has been paid by the Company.  The remaining $15,000, which is included inother payables, will be paid when the Company obtains all debt financing forthe project.  In the event of theCompany’s liquidation or dissolution prior to obtaining the debt financing forthe project, this payable will become subordinate to the rights of theCompany’s members.  At June 30, 2003,the Company has 1,280 units outstanding.

 

The weighted average units and loss per unitcomputations have been adjusted retroactively to account for the aforementionedsplit.  

 

**3.  MEMBERS’ EQUITY**

 

As specified in the Company’soperating agreement, the Company will have one class of membership units. TheCompany is authorized to issue 28,000 membership units. The Company has filed aRegistration Statement on Form SB-2 with the Securities and Exchange Commission(SEC).  As of May 14, 2003, theRegistration Statement has been declared effective.  No membership units have been sold other than the units describedin Note 2.  The offering will be for amaximum of 27,500 units which will be available for sale at $1,000 perunit.  Should the Company not raise theminimum of $19,250,000 through the offering, the capital raised through theoffering will be returned to the respective investors.  If the offering is highly effective, theCompany will have to obtain the approval of its members to issue units inexcess of 28,000 units the Company is authorized to issue. As of June 30, 2003,5,360 units have been subscribed.

 

Income and losses are allocated to allmembers based upon their respective percentage units held. 

** **

**4.  RELATED PARTY TRANSACTIONS**

 

As of June 30, 2003, the Company had incurred$19,375 in project coordinator fees, $8,375 of which is included in accountspayable, to three current members and one former member.  

 

As of June 30, 2003, the Company has alsoincurred $33,823 in director fees and related expense, of which is all includedin accounts payable, to six current members.

** **

**5.  COMMITMENTS AND CONTINGENCIES**

 

If the Company raises the maximum amount ofequity financing, they anticipate raising approximately $29.3 million in seniordebt financing with specific terms to be negotiated.  In addition to the debt financing, the Company is seekingapproximately $0.6 million of state government grants.

 

The Company has signed a letter of intentwith an engineer and general contractor for the project.  The letter of intent stipulates that theengineer and general contractor will be engaged to construct a plant, withcosts estimated at $45.3 million.  TheCompany intends to begin construction in 2003 and anticipates total projectcosts to approximate $57.4 million.

 

11

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In February 2002, the Company executed amaster environmental services agreement with an organization that will provideenvironmental consulting, engineering, and analytical services.  The Company will submit work authorizationrequests on a project by project basis. As of June 30, 2003, the Company has incurred approximately $197,000 incosts related to this agreement that are included in professional fees, ofwhich approximately $40,801 is included in accounts payable at June 30, 2003.

 

In March 2002, the Company executed acontract with a railroad engineering firm in order to provide a conceptual,schematic railroad layout for their plant. The estimated commitment for railroad engineering is approximately$12,500.  As of June 30, 2003, theCompany has incurred $11,530 of these costs.

 

In April 2002, the Company executed aconsulting agreement with a firm that is engaged to assist the Company in itsequity marketing efforts and securing debt financing.  The Company paid the consulting firm a maximum of $3,000 permonth, until the Company was legally authorized to sell its member units, atwhich time the fees increased to a maximum of $6,000 per month.  In addition, if the Company is able to raisethe necessary amount of equity and receive a binding commitment from aprospective lender to provide the remaining financing, the Company will pay aone-time bonus of $75,000 to the consulting firm.  At June 30, 2003, the Company has incurred costs of $33,081relating to this agreement, of which $9,011 is included in accounts payable.

 

In November 2002, the Company executed acontract with an energy management organization in order to provide pipelineconsulting services.  The estimatedcommitment for this agreement is approximately $24,000.  As of June 30, 2003, the Company hasincurred $10,000 of these costs, of which $8,000 is included in accountspayable.

 

In March 2003, the Company executed acontract with an insurance consulting firm. The estimated commitment for this agreement is $9,000.  As of June 30, 2003 the Company has incurred$4,500 of these costs.

 

In May 2003, the Company executed a newrevolving bank line of credit.  The newagreement permits the Company to borrow up to $220,000 at the floatingone-month LIBOR rate of interest plus 3%. The borrowings on the line are due in May 2004.  The line is secured by certain assets of theCompany.  In addition, the line isguaranteed by member so the Board of Directors of the Company and theirspouses.  As of June 30, 2003 theoutstanding balance was $82,000.

 

The Company is party to an unasserted claimthat it may have to defend.  The amountof liability, if any, from the unasserted claim cannot be estimated, butmanagement is of the opinion that the outcome of the claim will not have amaterial impact on the Company’s financial position.  Nevertheless, due to uncertainties in the settlement process, itis at least reasonably possible that management’s view of the outcome maychange in the near term.

 

The Company entered an agreement in June 2003with the railroad engineering firm to complete all required documentationrequirements covering a Transportation Economic Assistance grant. The TEA grantwhich may fund up to fifty percent of the project costs relating totransportation improvements. The estimated commitment for this agreement isapproximately $20,950.

 

In June 2003, the Company executed aconsulting agreement with a firm that is engaged to assist the Company inperforming a Preliminary Road Design and assist with a Community DevelopmentBlock Grant Application.  The estimatedcommitment for this agreement is $13,950.

 

**6.         ****SUBSEQUENT EVENT**

 

In July2003, the Company signed an agreement with an employee recruitment firm.  The Company will pay a fee based on apercentage of the first year of the employees’ salary.

 

12

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**Item 2****.****          ****Management’s Discussion and Analysis and Plan ofOperations**

 

This reportcontains forward-looking statements that involve future events, our futureperformance and our expected future operations and actions.  In some cases you can identifyforward-looking statements by the use of words such as “may,” “should,”“anticipate,” “believe,” “expect,” “will,” “plan,” “future,” “intend,” “could,”“estimate,” “predict,” “hope,” “potential,” “continue,” or the negative ofthese terms or other similar expressions. These forward-looking statements are only our predictions and involvenumerous assumptions, risks and uncertainties. Our actual results or actions may differ materially from theseforward-looking statements for many reasons, including the risks described inour Registration Statement on Form SB-2, as amended (SEC Registration No. 333-92188) and appearing elsewhere in thisreport.  We are not under any duty toupdate the forward-looking statements contained in this report.  We cannot guarantee future results, levelsof activity, performance or achievements. We caution you not to put undue reliance on any forward-lookingstatements, which speak only as of the date of this report.  You should read this report and thedocuments that we reference in this report and have filed as exhibits,completely and with the understanding that our actual future results may bematerially different from what we currently expect.  We qualify all of our forward-looking statements by thesecautionary statements.

 

**Overview**

 

We are astart-up company in the development stage. We plan to build a corn-based ethanol plant that will produce ethanol,distillers grains and carbon dioxide. The ethanol plant is expected to process approximately 15 millionbushels of corn per year into 40 million gallons of denatured fuel grade ethanol.  We also intend to produce approximately 128,000 tons of dried distillersgrains and 126,000 tons of raw carbon dioxide gas on an annual basis.

 

We filed aRegistration Statement on Form SB-2 (SEC Registration No. 333-92188), as amended, with theSecurities and Exchange Commission, which became effective on May 14, 2003 (the“Registration Statement”) for an initial public offering of our units (the“Offering”).  Depending on the resultsof the Offering, we expect that the project will cost approximately $57,425,000.  We have raised approximately $602,500 inseed capital, and plan to raise a minimum of $19,250,000 and a maximum of$27,500,000 in the Offering and secure the balance through federal, state andlocal grants and debt financing.  Wewill require a significant amount of debt financing to complete ourproject.  The amount of debt financingthat we need depends on the amount of equity we raise in the Offering andwhether we receive all of our grant proceeds. We have contacted and have had limited discussions with prospectivelenders, but have no agreement with any lender for the debt financing that weneed.  If we do not secure the debtfinancing that we need, we will not be able to construct our proposed ethanolplant and may have to abandon our business.

 

We expect thatit will take approximately 14 to 16 months from the date we close the Offeringto construct the ethanol plant and commence start-up operations.  We do not intend to hire a sales staff tomarket our products.  We plan to engagethird party distributors to market or purchase our ethanol and distillersgrains.  We have entered intodiscussions with third party distributors to market our ethanol, but have notexecuted any agreement with any distributor for our ethanol or distillers grains.  We plan to pay commissions or fees todistributors to market our products.  Weintend to hire staff only to operate our ethanol plant and manage our business.

 

We enteredinto a letter of intent dated January 10, 2003 with BOC Gases, a division ofThe BOC Group, Inc., regarding the purchase of the raw carbon dioxideby-product.  By its terms, the letter ofintent continued in effect until the earlier of the execution of a definitiveagreement or May 1, 2003.  The letter ofintent was not a binding agreement and BOC has subsequently withdrawn from theletter of intent.  This means that BOChas indicated that it does not intend to execute a binding agreement with us topurchase our carbon dioxide by-product. Although we are seeking bids for the purchase of the carbon dioxide thatwe intend to produce, we currently have no plans at this time to sell ourcarbon dioxide to a third party processor.

 

13

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**Planof Operations to Start-up of the Ethanol Plant**

 

*Plan of Operations Before Completion ofOffering*

 

Before we complete theOffering, we expect to continue work principally on the preliminary design anddevelopment of our proposed plant, obtaining the necessary constructionpermits, identifying potential sources of debt financing and negotiating cornsupply, utility and other contracts. We plan to fund these initiativesprimarily through use of the $602,500 of seed capital we raised through ourNovember 2001 and January 2002, private placement.

 

During thetime preceding completion of the Offering, we will identify and interviewsenior bank lenders to obtain needed debt financing. We intend to begin thisprocess by identifying regional lenders that are able to fund projects of thesize of our plant and inviting those lenders to inform us of their level ofinterest in offering us debt financing. We will then determine which of those lenders have the least restrictiverequirements of us and the terms that are most favorable to us.  We expect to have the senior bank loancommitment from a major financing institution or institutions in place atapproximately the closing of the Offering.

 

In the next 3-6 months, weexpect to exercise our real estate option for the 115 acre parcel to be usedfor our plant site.  We anticipate the expiration of our real estateoption on the alternative 59 acre parcel.

 

We arecurrently in the process of negotiating a design-build contract with Fagen,Inc.  We expect that the construction ofthe plant and rail spur will take 14 months from the time constructioncommences.  We expect that initialstart-up and operations of the plant will be under the general direction andguidance of Fagen, Inc. employees and our own personnel, who will haveexperience in ethanol production or will have received on-site trainingprovided by Fagen, Inc.  We furtheranticipate that additional on-site support will be provided by Fagen, Inc. forthe first 30 days of plant operation

 

We entered anagreement in June 2003 with Key Engineering Group, Ltd. (Key Engineering) tocomplete all required documentation requirements covering a TransportationEconomic Assistance (TEA) grant. The TEA grant which may fund up to fiftypercent of the project costs relating to transportation improvements. Theestimated commitment for this agreement is approximately $20,950.

 

In June 2003,we also executed a consulting agreement with Key Engineering to assist theCompany in performing a Preliminary Road Design and assist with a CommunityDevelopment Block Grant Application. The estimated commitment for this agreement is $13,950.

 

We currently have onefull-time employee engaged in these preliminary matters.  We expect to hire a general manager duringthe next quarter.  We do not anticipatehiring any additional employees related to the ethanol plant operations until approximatelysix months before completion of plant construction and commencement of plantoperations. We believe that our existing funds will permit us to continue ourpreliminary activities through May 14, 2004. If we are unable to close on theOffering by that time or otherwise obtain other funds, we may need todiscontinue operations.

 

*Plan ofOperations After Completion of Offering and Before Receipt of Debt FinancingFunds*

 

We will not close on theOffering until we receive subscriptions and proceeds for the minimum amountoffered ($19,250,000) and secure a written debt financing commitment for thedebt financing that we need ranging from a minimum of $29,315,000 to a maximumof $37,565,000 depending on the level of equity raised and assuming grant fundingof $610,000 is received. However, a written commitment only obligates thelender to lend us the debt financing that we need if we satisfy all theconditions of the commitment. These conditions may include, among others, thetotal cost of the project being within a specified amount, the receipt ofengineering and construction contracts acceptable to the lender, evidence ofthe issuance of all permits, acceptable insurance coverage and titlecommitment, the contribution of a specified amount of equity and attorneyopinions. At this time, we do not know what business and financial conditionswill be imposed on us. We may not satisfy the loan commitment conditions beforeclosing, or at all. If this occurs we may:

 

14

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•                  commence construction of the plant using allor a part of the equity funds raised while we seek another debt financingsource;

 

•                  hold the equity funds raised indefinitely inan interest-bearing account while we seek another debt financing source; or

 

•                  return the equity funds, if any, to investorswith accrued interest, after deducting the currently indeterminate expenses ofoperating our business or partially constructing the plant before we return thefunds.

 

*Plan ofOperations After Completion of Offering and Receipt of Debt Financing*

 

We plan to build our plant in south central Wisconsin in the Columbia Countytownship of Randolph, just outside the village of Friesland. The site islocated within three miles of United States Interstate 90/94 and withinone-half mile of the state highway 33 and two miles east of state highway 73.The Union Pacific Railroad provides rail service to the site. We haveidentified other potential sites in south central Wisconsin. Our board ofdirectors reserves the right to select a different site in Wisconsin toconstruct the plant if it believes that doing so would be better for ourbusiness. We expect to commence construction, depending upon the season and theweather, approximately 60 days after we release funds from escrow.

 

We expect to completeconstruction of the proposed plant and commence operations approximately 14 to16 months after construction commences. Our work will include completion of thefinal design and development of the plant. We also plan to negotiate andexecuted finalized contracts concerning the construction of the plant,provision of necessary electricity, natural gas and other power sources andmarketing agreements for ethanol and distillers grains. Assuming the successfulcompletion of the Offering and our obtaining necessary debt financing, weexpect to have sufficient cash on hand to cover construction and relatedstart-up costs necessary to make the plant operational. We estimate that wewill need approximately $57,425,000 to construct the plant and cover allcapital expenditures necessary to complete the project, make the plantoperational and produce revenue.

 

The grossproceeds from the Offering will be $19,250,000 if the minimum amount of equityoffered is sold, and $27,500,000 if the maximum number of units offered issold, before deduction of expenses.  Weestimate the offering expenses to be approximately $256,000, and the netproceeds of the offering to be $18,994,000 if the minimum amount ofunits offered is sold, and $27,244,000 if the maximum number of units offeredis sold.

 

Assuming the successful completion of theOffering and the related debt financing, we expect to have sufficient cash onhand to cover all costs associated with construction of the project, includingbut not limited to, site acquisition, utilities, construction, equipmentacquisition and site development. In addition, we expect to have enough cash tocover our costs through this period, including staffing, office costs, audit,legal, compliance and staff training.

 

We must obtaindebt financing in order to complete construction on the ethanol Plant. Theamount and nature of the debt financing that we are seeking is subject to theinterest rates and the credit environment as well as other economic factorsover which we have no control. We have no binding contracts or commitments withany bank, lender or financial institution for our debt financing, but we willnot close on the Offering until we execute binding financing arrangements.

 

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|                                          |   | **Minimum** |           | **Maximum** |   |
|-----------------------------------------------|--------|-------------|----------------|-------------|--------|
| **SOURCES  OF FUNDS:**                        |   |        |           |        |   |
| Term Debt                                     |   | $           | 37,565,000     |        | $      | 29,315,000 |   |
| Cash and Equity Equivalents                   |   | 19,250,000  |           | 27,500,000  |   |
| Grants                                        |   | 610,000     |           | 610,000     |   |
|                                          |   |        |           |        |   |
| **Total Sources of Funds**                    |   | **$**       | **57,425,000** | ** **  | **$**  | **57,425,000** | ** ** |
|                                          |   |        |           |        |   |
| **USES OF FUNDS**                             |   |        |           |        |   |
| **Land & Land Improvements**              |   |        |           |        |   |
| Site Infrastructure and Development           |   | 4,900,000   |           | 4,900,000   |   |
| Land Acquisition                              |   | 1,000,000   |           | 1,000,000   |   |
|                                          |   |        |           |        |   |
| **Total:**                                    |   | $           | 5,900,000      |        | $      | 5,900,000 |   |
|                                          |   |        |           |        |   |
| **Plant Construction**                        |   |        |           |        |   |
| Grain Handling Facilities                     |   | 4,892,000   |           | 4,892,000   |   |
| Cooking Facilities                            |   | 3,956,000   |           | 3,956,000   |   |
| Fermentation Facilities                       |   | 5,387,000   |           | 5,387,000   |   |
| Distillation Facilities                       |   | 5,147,000   |           | 5,147,000   |   |
| Liquid/Solids Separation Facilities           |   | 3,628,000   |           | 3,628,000   |   |
| Evaporation Facilities                        |   | 4,355,000   |           | 4,355,000   |   |
| Dryer Facilities                              |   | 5,225,000   |           | 5,225,000   |   |
| Product Storage Facilities                    |   | 2,935,000   |           | 2,935,000   |   |
| Plant Utilities                               |   | 4,280,000   |           | 4,280,000   |   |
| General Plant Facilities and Services         |   | 5,495,000   |           | 5,495,000   |   |
|                                          |   |        |           |        |   |
| **Total:**                                    |   | $           | 45,300,000     |        | $      | 45,300,000 |   |
|                                          |   |        |           |        |   |
| **Miscellaneous Costs**                       |   |        |           |        |   |
| Construction Contingency                      |   | 500,000     |           | 600,000     |   |
| Construction Insurance                        |   | 100,000     |           | 100,000     |   |
| Permits                                       |   | 240,000     |           | 240,000     |   |
| Offering Expenses                             |   | 256,000     |           | 256,000     |   |
| Capitalized Interest                          |   | 900,000     |           | 800,000     |   |
| Organizational Costs                          |   | 569,000     |           | 569,000     |   |
|                                          |   |        |           |        |   |
| **Total:**                                    |   | $           | 2,565,000      |        | $      | 2,565,000 |   |
|                                          |   |        |           |        |   |
| **Start-Up Costs:**                           |   |        |           |        |   |
| Pre-production period Costs                   |   | 660,000     |           | 660,000     |   |
| Inventory — Corn                         |   | 960,000     |           | 960,000     |   |
| Inventory — Chemicals, Yeast, Denaturant |   | 200,000     |           | 200,000     |   |
| Inventory — Ethanol and Distillers Grain |   | 750,000     |           | 750,000     |   |
| Spare Parts                                   |   | 260,000     |           | 260,000     |   |
| Working Capital                               |   | 400,000     |           | 400,000     |   |
|                                          |   |        |           |        |   |
| **Total:**                                    |   | $           | 3,230,000      |        | $      | 3,230,000 |   |
|                                          |   |        |           |        |   |
| **Financing Costs**                           |   |        |           |        |   |
| Lender Fee                                    |   | 360,000     |           | 360,000     |   |
| Legal Fees                                    |   | 20,000      |           | 20,000      |   |
| Commitment Fees                               |   | 25,000      |           | 25,000      |   |
| Miscellaneous Expenses                        |   | 25,000      |           | 25,000      |   |
|                                          |   |        |           |        |   |
| **Total:**                                    |   | $           | 430,000        |        | $      | 430,000 |   |
|                                          |   |        |           |        |   |
| **Total:**                                    |   | $           | 57,425,0000    |        | $      | 57,425,000 |   |

 

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**Liquidityand Capital Resources**

 

As of June 30,2003, we had cash of $19,975 and total assets of $354,338.  Our total assets include $297,370 ofdeferred offering costs relating to the Offering.  At the time we issue units in the Offering, these costs will benetted against the proceeds received, or if we do not complete the sale of anyunits in the Offering, they will be expensed. As of June 30, 2003, 5,360 units have been subscribed.  The financial statements previously issuedfor the three and six month periods ended June 30, 2003 have been adjusted tocapitalize certain deferred offering costs previously expensed relating to theraising of our equity financing.  As aresult, our total assets as of June 30, 2003, increased by $65,932 from$288,406 to $354,338.

 

To date, wehave raised a total of $602,500 in seed capital, which we have used to fund ourorganization and operation to date.  Asof June 30, 2003, we had current liabilities of $337,083, which consistsprimarily of our accounts payable. Since our inception through June 30, 2003, we have an accumulateddeficit of $529,813.  Total members’equity as of June 30, 2003 was $14,092. Since our inception, we have generated no revenue from operations.  The adjustment for the capitalization ofcertain deferred offering costs resulted in a decrease in our accumulateddeficit from $595,745 to $529,813.  Italso caused our members’ equity to increase from a deficit of $51,840 to apositive $14,092.

 

The adjustmentfor the capitalization of certain deferred offering costs resulted in adecrease in our previously reported net loss. We previously reported a net loss of $197,286 for the three months endedJune 30, 2003 and a net loss of $313,906 for the six months ended June 30,2003.  After the adjustment, our netloss for the three months ended June 30, 2003, was $131,354 and for the sixmonths ended June 30, 2003, was $247,974.

 

We are seeking to raise a minimumof $19,250,000 and a maximum of $27,500,000 in the Offering. Depending on the resultsof the Offering, we believe that the project will cost a total of approximately$57,425,000.  We plan to finance theproject with seed capital, proceeds from the Offering, government grants anddebt financing.  The amount of debtfinancing that we need depends on the results of the Offering and whether wereceive all of our anticipated grant proceeds. Weexpect the debt financing to range from a minimum of $29,315,000 to a maximumof $37,565,000 assuming we obtain grants totaling $610,000.  We have no commitments forthe debt financing that we need or for any additional grants.  Completion of the proposed ethanol plantdepends on our ability to close on our debt financing and satisfy allconditions for breaking escrow and closing on the Offering.

 

We expect that our debt financingwill be in the form of a construction loan that will convert to a permanentloan when we begin operations.  We alsoexpect that the loan will be secured by all of our real property andsubstantially all of our other assets, including receivables andinventories.  In addition to repayingthe principal, we plan to pay interest on the loan at market rate for loans tostart-up ethanol projects, plus annual fees for maintenance and observation ofthe loan by the lender.  We intend tocapitalize all of our interest until we commence start-up operation, whichmeans that we will not make any payment on the loan until we construct theethanol plant and begin producing ethanol. If the project suffers delays, we may not be able to timely repay theloan.  If interest rates increase, wewill have higher interest payments, which could adversely affect our business.We currently have no commitment for any financing.

 

**Administration**

 

We currently have an office staffcomprised of one full-time employee. The staff is dedicated to coordinating our campaign to complete ourequity drive and to complying with state and federal regulations in theprocess.  We are also dependent on ourboard of directors to maintain our books and records.  These individuals are ultimately responsible for complying withthe rules and regulations promulgated under the Securities and Exchange Act of1934 concerning the maintenance of accurate books and records, and the timelysubmission of periodic reports and other requirements with the Securities andExchange Commission.

 

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**OperatingExpenses**

 

When the ethanol plant nearscompletion, we expect to incur various operating expenses, such as supplies,utilities and salaries for administration and production personnel.  Along with operating expenses, we anticipatethat we will have significant expenses relating to financing and interest.  We have allocated funds in our capitalstructure for these expenses, but cannot assure you that the funds allocatedwill be sufficient to cover these expenses. We may need additional funding to cover these costs if sufficient fundsare not available or if costs are higher than expected.

 

**Employees**

 

Uponcompletion of the ethanol plant, we intend to hire approximately 34 additionalemployees. Approximately eleven of our employees will be involved primarily inmanagement and administration and the remainder will be involved primarily inPlant operations.

 

The followingtable represents some of the anticipated positions within the Plant and theminimum number of individuals we intend to employ for each position:

 

| **Position**           |   | **# Employed** |
|------------------------|--------|----------------|
| General Manager        |   | 1              |
| Plant Manager          |   | 1              |
| Commodities Manager    |   | 1              |
| Controller             |   | 1              |
| Lab Manager            |   | 1              |
| Lab Technician         |   | 2              |
| Secretary/Clerical     |   | 4              |
| Shift Supervisors      |   | 4              |
| Maintenance Supervisor |   | 1              |
| Maintenance Craftsmen  |   | 4              |
| Plant Operators        |   | 14             |
| **TOTAL**              |   | **34**         |

 

** **

**Item 3****.****           Controls and Procedures**

 

(a)                                  Evaluationof Disclosure Controls and Procedures.

 

Our President(the principal executive officer), Kevin M. Roche, and ourTreasurer (the principal financial officer), Robert J. Miller, have reviewedour disclosure controls and procedures within 90 days prior to the filing ofthis report.  Based upon this review,these officers believe that our disclosure controls and procedures areeffective in ensuring that material information related to us is made known tothem by others within the Company.

 

(b)                                 Changesin Internal Controls.

 

There were nosignificant changes in our internal controls or in other factors that couldsignificantly affect these controls subsequent to the date of their evaluation.

 

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**PARTII.****                                                OTHERINFORMATION**

 

**Item 1.****           Legal Proceedings**

 

None.

 

**Item2.****           Changes in Securities**

 

The Securitiesand Exchange Commission declared our Registration Statement on Form SB-2 (SECRegistration No. 333-92188)effective on May 14, 2003.  We commencedour initial public offering of our units shortly thereafter.  We have not closed the Offering and arecontinuing to offer the units. Our officers and directors are offering andselling the units on a best efforts basis without the assistance of anunderwriter.  We do not pay our officersor directors any compensation for services related to the offer or sale of theunits.

 

We registereda total of 27,500 units with an aggregate gross offering price of $27,500,000,or $1,000.00 per unit.  We intend toclose the Offering on May 14, 2004. From the effective date of our registration statement on May 14, 2003 toJune 30, 2003, we have received subscriptions for 5,360 units, or an aggregateof $5,360,000 of subscription payments in the form of cash and notes.  We are depositing all subscription paymentsfrom the Offering in an escrow account. We have not yet met the conditions to breaking escrow and therefore havenot completed the sale of any of the units subscribed.  We will not break escrow and complete thesale of any of the units subscribed for until we satisfy the followingconditions:

 

•                                 the subscription proceeds in the escrow accountequals or exceeds $19.25 million (exclusive of interest);

•                                 we obtain a written debt financingcommitment sufficient to carry out our business plan; and

•                                 we elect, in writing, to terminate the escrowagreement.

 

For the period detailed by thisreport, we received $5,360,000 in net offering proceeds, noneof which proceeds have been used.

 

**Item3.****           Defaults Upon SeniorSecurities**

 

None.

 

**Item4.****           Submission of Mattersto a Vote of Security Holders**

 

None.

 

**Item 5.****           Other Information**

 

None.

 

**Item6.****    Exhibits and Reports on Form8-K**

 

(a)                                  Thefollowing exhibits are included herein:

 

31.1                           Certificate Pursuant to 17CFR 240.15d-14(a)

31.2                           Certificate Pursuant to 17CFR 240.15d-14(a)

32.1                           Certificate Pursuant to 18U.S.C. § 1350

32.2                           Certificate Pursuant to 18U.S.C. § 1350

 

(b)                                 Reportson Form 8-K.

 

None.

 

19

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**SIGNATURES**

 

In accordance with therequirements of the Exchange Act, the registrant caused this report to besigned on its behalf by the undersigned, thereunto duly authorized.

 
|   | UNITED WISCONSIN GRAIN  PRODUCERS, LLC        |
|--------|-----------------------------------------------|
|   |                                          |
|   |                                          |
| Date:  | March 24,  2004                               |   | /s/ Kevin M.  Roche |
|   | Kevin M. Roche                                |
|   | President                                     |
|   | (Principal  Executive Officer)                |
|   |                                          |
|   |                                          |
| Date:  | March 24,  2004                               |   | /s/ Robert  J. Miller |
|   | Robert J.  Miller                             |
|   | Treasurer                                     |
|   | (Principal  Financial and Accounting Officer) |

 

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