**UNITEDSTATESSECURITIES AND 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  September 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 specifiedin 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 filed by Section 13 or 15(d) of theExchange Act during the past 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90days.            ý  Yes            o  No

 

State the number of shares outstanding for each of the issuer’s classesof common equity as of the latest practicable date:  As of November 14, 2003, there were 1,280 units outstanding.

 

Transitional Small Business Disclosure 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 Operations** |   |
| **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 September 30, 2003, is being filed for the purpose ofamending and restating Items 1, 2 and 6 to account for the adjustment made tocapitalize certain deferred offering costs previously expensed relating to theraising of the Company’s equity financing. In accordance with Rule 12b-15 under the Securities and Exchange Act of1934, the complete 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.**                                        FINANCIALINFORMATION

 

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

 

**UNITED WISCONSIN GRAIN PRODUCERS, LLC**

 

Table of Contents

 
| **FINANCIAL STATEMENTS**                |
|-----------------------------------------|
| 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)**

**BALANCESHEET**

 
|                                                                |   | **September 30, 2003** |    | **December 31, 2002** |   |
|---------------------------------------------------------------------|--------|-----------------------------|---------|----------------------------|--------|
|                                                                |   | **(Unaudited)**             |    | **(Audited)**              |   |
| **ASSETS**                                                          |   |                        |    |                       |   |
| **Current Assets**                                                  |   |                        |    |                       |   |
| Cash                                                                |   | $                           | 1,845   |                       | $      | 163,779 |   |
| Accounts receivable                                                 |   | 6,068                       |    | —                     |   |
| Prepaid expenses                                                    |   | 8,000                       |    | 8,125                      |   |
| Total current assets                                                |   | 15,913                      |    | 171,904                    |   |
|                                                                |   |                        |    |                       |   |
| **Equipment**                                                       |   |                        |    |                       |   |
| Computer equipment                                                  |   | 6,871                       |    | 1,240                      |   |
| Less accumulated depreciation                                       |   | 845                         |    | 41                         |   |
| Net equipment                                                       |   | 6,026                       |    | 1,199                      |   |
|                                                                |   |                        |    |                       |   |
| **Other Assets**                                                    |   |                        |    |                       |   |
| Deposit on land                                                     |   | 13,000                      |    | 13,000                     |   |
| Deferred offering costs                                             |   | 354,523                     |    | 165,134                    |   |
| Total other assets                                                  |   | 367,523                     |    | 178,134                    |   |
|                                                                |   |                        |    |                       |   |
| **Total Assets**                                                    |   | $                           | 389,462 |                       | $      | 351,237 |   |
|                                                                |   |                        |    |                       |   |
| **LIABILITIES AND MEMBER’S   EQUITY (DEFICIT)**           |   |                        |    |                       |   |
| **Current Liabilities**                                             |   |                        |    |                       |   |
| Accounts payable                                                    |   | $                           | 308,952 |                       | $      | 74,171 |   |
| Other payables                                                      |   | 15,000                      |    | 15,000                     |   |
| Note payable                                                        |   | 221,500                     |    | —                     |   |
| Accrued liabilities                                                 |   | 3,080                       |    | —                     |   |
| Current maturities of long-term debt                                |   | 1,670                       |    | —                     |   |
| Total current liabilities                                           |   | 550,202                     |    | 89,171                     |   |
|                                                                |   |                        |    |                       |   |
| **Commitments and Contingencies**                                   |   |                        |    |                       |   |
|                                                                |   |                        |    |                       |   |
| **Long-Term Debt, less current maturities**                         |   | 2,734                       |    | —                     |   |
|                                                                |   |                        |    |                       |   |
| **Members’ Equity (Deficit)**                                  |   |                        |    |                       |   |
| Member contributions, net of costs related to capital contributions |   | 543,905                     |    | 543,905                    |   |
| Deficit accumulated during development stage                        |   | (707,379                    | )       | (281,839                   | )      |
| Total members’ equity (deficit)                                |   | (163,474                    | )       | 262,066                    |   |
|                                                                |   |                        |    |                       |   |
| **Total Liabilities and Members’ Equity (Deficit)**            |   | $                           | 389,462 |                       | $      | 351,237 |   |

 

Notes toFinancial Statements are an integral part of this Statement

 

4

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**UNITED WISCONSIN GRAIN PRODUCERS, LLC**

**(A DEVELOPMENT STAGE COMPANY)**

**STATEMENTSOF OPERATIONS**

 
|                                                                       |   | **Quarter Ended  September 30,  2003** |    | **Quarter Ended  September 30,  2002** |   | **From  Inception (Novmber  2, 2001) to  September 30, 2003** |       |
|----------------------------------------------------------------------------|--------|---------------------------------------------|---------|---------------------------------------------|--------|--------------------------------------------------------------------|------------|
|                                                                       |   | **(Unaudited)**                             |    | **(Unaudited)**                             |   | **(Unaudited)**                                                    | ** ** |
|                                                                       |   |                                        |    |                                        |   |                                                               |       |
| **Revenues**                                                               |   | $                                           | —  |                                        | $      | —                                                             |       | $ | — |   |
|                                                                       |   |                                        |    |                                        |   |                                                               |       |
| **Operating Expenses**                                                     |   |                                        |    |                                        |   |                                                               |       |
| Project coordinator                                                        |   | 24,855                                      |    | 5,455                                       |   | 87,107                                                             |       |
| Organization costs                                                         |   | 2,490                                       |    | —                                      |   | 57,020                                                             |       |
| Consulting and professional fees                                           |   | 68,792                                      |    | 41,453                                      |   | 307,100                                                            |       |
| Administrative                                                             |   | 80,233                                      |    | 12,987                                      |   | 280,787                                                            |       |
| Totals                                                                     |   | 176,370                                     |    | 59,895                                      |   | 732,014                                                            |       |
|                                                                       |   |                                        |    |                                        |   |                                                               |       |
| **Operating Loss**                                                         |   | (176,370                                    | )       | (59,895                                     | )      | (732,014                                                           | )          |
|                                                                       |   |                                        |    |                                        |   |                                                               |       |
| **Other Income (Expense)**                                                 |   |                                        |    |                                        |   |                                                               |       |
| Interest income                                                            |   | —                                      |    | —                                      |   | 4,377                                                              |       |
| Interest expense                                                           |   | (1,196                                      | )       | —                                      |   | (1,417                                                             | )          |
| Miscellaneous                                                              |   | —                                      |    | 9,750                                       |   | 21,675                                                             |       |
| Total other income (expense)                                               |   | (1,196                                      | )       | 9,750                                       |   | 24,635                                                             |       |
|                                                                       |   |                                        |    |                                        |   |                                                               |       |
| **Net Loss**                                                               |   |                                        | $       | (177,566                                    | )      | $                                                                  | (50,145    | ) | $ | (707,379 | ) |
|                                                                       |   |                                        |    |                                        |   |                                                               |       |
| **Net Loss Per Unit**                                                      |   |                                        |    |                                        |   |                                                               |       |
| (1,280, 1,440 and 1,311 weighted average units outstanding,  respectively) |   | $                                           | (138.72 | )                                           | $      | (34.82                                                             | )          | $ | (539.57 | ) |
|                                                                            |        |                                             |         |                                             |        |                                                                    |            |  |  |  |  |

 

Notes toFinancial Statements are an integral part of this Statement

 

5

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|                                                               |   | **Nine Months Ended  September 30,  2003** |     | **Nine Months Ended  September 30,  2002** |   |
|--------------------------------------------------------------------|--------|-------------------------------------------------|----------|-------------------------------------------------|--------|
|                                                               |   | **(Unaudited)**                                 |     | **(Unaudited)**                                 |   |
|                                                               |   |                                            |     |                                            |   |
| **Revenues**                                                       |   | $                                               | —   |                                            | $      | — |   |
|                                                               |   |                                            |     |                                            |   |
| **Operating Expenses**                                             |   |                                            |     |                                            |   |
| Project coordinator                                                |   | 40,856                                          |     | 22,162                                          |   |
| Organization costs                                                 |   | 18,296                                          |     | 17,970                                          |   |
| Consulting and professional fees                                   |   | 129,939                                         |     | 130,132                                         |   |
| Administrative                                                     |   | 240,108                                         |     | 29,896                                          |   |
| Totals                                                             |   | 429,199                                         |     | 200,160                                         |   |
|                                                               |   |                                            |     |                                            |   |
| **Operating Loss**                                                 |   | (429,199                                        | )        | (200,160                                        | )      |
|                                                               |   |                                            |     |                                            |   |
| **Other Income (Expense)**                                         |   |                                            |     |                                            |   |
| Interest income                                                    |   | 177                                             |     | 2,599                                           |   |
| Interest expense                                                   |   | (1,417                                          | )        | —                                          |   |
| Miscellaneous                                                      |   | 4,900                                           |     | 10,750                                          |   |
| Total other income (expense)                                       |   | 3,660                                           |     | 13,349                                          |   |
|                                                               |   |                                            |     |                                            |   |
| **Net Loss**                                                       |   | $                                               | (425,539 | )                                               | $      | (186,811 | ) |
|                                                               |   |                                            |     |                                            |   |
| **Net Loss Per Unit**                                              |   |                                            |     |                                            |   |
| (1,280 and 1,429 weighted average units outstanding, respectively) |   | $                                               | (332.45  | )                                               | $      | (130.73 | ) |

 

Notes to Financial Statements are an integral part of this Statement

 

6

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**UNITED WISCONSIN GRAIN PRODUCERS, LLC**

**(A DEVELOPMENT STAGE COMPANY)**

**STATEMENTSOF CASH FLOWS**

 
|                                                              |   | **Nine Months Ended  September 30,  2003** |     | **Nine Months Ended  September 30,  2002** |   | **From  Inception  (November 2,  2001) to  September 30,  2003** |       |
|-------------------------------------------------------------------|--------|-------------------------------------------------|----------|-------------------------------------------------|--------|----------------------------------------------------------------------------|------------|
|                                                              |   | **(Unaudited)**                                 |     | **(Unaudited)**                                 |   | **(Unaudited)**                                                            | ** ** |
| **Cash Flows from Operating Activities**                          |   |                                            |     |                                            |   |                                                                       |       |
| Net loss                                                          |   | $                                               | (425,539 | )                                               | $      | (186,811                                                                   | )          | $ | (707,379 | ) |
| Adjustments to reconcile net loss to net cash used in operations: |   |                                            |     |                                            |   |                                                                       |       |
| Depreciation                                                      |   | 804                                             |     | —                                          |   | 845                                                                        |       |
| Accounts receivable                                               |   | (6,068                                          | )        | —                                          |   | (6,068                                                                     | )          |
| Prepaid expenses                                                  |   | 125                                             |     | (13,125                                         | )      | (8,000                                                                     | )          |
| Other payable                                                     |   | —                                          |     | (2,000                                          | )      | —                                                                     |       |
| Accounts payable                                                  |   | 196,843                                         |     | 12,143                                          |   | 246,557                                                                    |       |
| Accrued liabilities                                               |   | 3,080                                           |     | —                                          |   | 3,080                                                                      |       |
| Net cash used in operating activities                             |   | (230,755                                        | )        | (189,793                                        | )      | (470,965                                                                   | )          |
|                                                              |   |                                            |     |                                            |   |                                                                       |       |
| **Cash Flows from Investing Activities**                          |   |                                            |     |                                            |   |                                                                       |       |
| Capital expenditures                                              |   | **—**                                      |     | —                                          |   | (1,240                                                                     | )          |
| Refunds for (payments of) deposits on land                        |   | **—**                                      |     | 3,600                                           |   | (13,000                                                                    | )          |
| Net cash provided by (used in) investing activities               |   |                                            |     | 3,600                                           |   | (14,240                                                                    | )          |
|                                                              |   |                                            |     |                                            |   |                                                                       |       |
| **Cash Flows from Financing Activities**                          |   |                                            |     |                                            |   |                                                                       |       |
| Member contributions                                              |   | **—**                                      |     | 465,000                                         |   | 602,500                                                                    |       |
| Proceeds from notes payable                                       |   | 221,500                                         |     | —                                          |   | 221,500                                                                    |       |
| Payments on debt obligations                                      |   | (1,227                                          | )        | —                                          |   | (1,227                                                                     | )          |
| Payments for costs of raising capital                             |   | —                                          |     | (23,595                                         | )      | (23,595                                                                    | )          |
| Payments for deferred offering costs                              |   | (151,452                                        | )        | (69,081                                         | )      | (292,128                                                                   | )          |
| Payments for membership unit redemption                           |   | —                                          |     | —                                          |   | (20,000                                                                    | )          |
| Net cash from financing activities                                |   | 68,821                                          |     | 372,324                                         |   | 487,050                                                                    |       |
|                                                              |   |                                            |     |                                            |   |                                                                       |       |
| **Net (Decrease) Increase in Cash**                               |   | (161,934                                        | )        | 186,131                                         |   | 1,845                                                                      |       |
|                                                              |   |                                            |     |                                            |   |                                                                       |       |
| **Cash – Beginning of Period**                               |   | 163,779                                         |     | 72,756                                          |   | —                                                                     |       |
|                                                              |   |                                            |     |                                            |   |                                                                       |       |
| **Cash – End of Period**                                     |   | $                                               | 1,845    |                                            | $      | 258,887                                                                    |       | $ | 1,845 |   |

 

Notes toFinancial Statement are an integral part of this Statement.

 

7

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|                                                        |   | **Nine Months Ended  September 30, 2003** |       | **Nine Months Ended  September 30, 2002** |       | **From  Inception  (November 2, 2001)  to  September 30, 2003** |       |
|-------------------------------------------------------------|--------|------------------------------------------------|------------|------------------------------------------------|------------|---------------------------------------------------------------------------|------------|
|                                                        |   |                                           |       |                                           |       |                                                                      |       |
| **Supplemental Cash Flow Information**                      |   |                                           | ** ** |                                           | ** ** |                                                                      | ** ** |
|                                                        |   |                                           |       |                                           |       |                                                                      |       |
| Cash  paid during the year for:                             |   |                                           |       |                                           |       |                                                                      |       |
| Interest                                                    |   | $                                              | 776        |                                           | $          | —                                                                    |       | $ | 997 |   |
|                                                        |   |                                           |       |                                           |       |                                                                      |       |
| **Noncash Investing and Financing Activities**              |   |                                           |       |                                           |       |                                                                      |       |
| Deferred offering costs in accounts payable                 |   | $                                              | 62,394     |                                           | $          | 27,508                                                                    |       | $ | 62,394 |   |
|                                                        |   |                                           |       |                                           |       |                                                                      |       |
| Capital expenditures in long-term debt                      |   | $                                              | 5,631      |                                           | $          | —                                                                    |       | $ | 5,631 |   |
|                                                        |   |                                           |       |                                           |       |                                                                      |       |
| Membership units redeemed through issuance of other payable |   | $                                              | —     |                                           | $          | —                                                                    |       | $ | 15,000 |   |

 

Notes toFinancial statements are an integral part of this Statement

 

8

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### **UNITED WISCONSIN GRAIN PRODUCERS, LLC**

**(ADEVELOPMENT STAGE COMPANY)**

**NOTES TO FINANCIAL STATEMENTS**

**September 30,2003**

 

# **Thestatements included herein have been prepared by the company, without audit,pursuant to the rules and regulations of the Securities and ExchangeCommission, and reflect all adjustments which are, in the opinion ofmanagement, necessary to a fair presentation of the financial statements forthe interim period, on a basis consistent with the annual audited financialstatements.  The adjustments made tothese statements consists only of normal recurring adjustments.  These financial statements should be read inconjunction with the financial statements and the summary of significantaccounting polices and notes thereto included in the company’s RegistrationStatement on Form SB-2, as amended (SEC Registration No. 333-92188).**

# ** **

The financial statements as previously issued for the three and ninemonth periods ended September 30, 2003 have been adjusted to capitalizecertain deferred offering costs previously expensed relating to the raising ofthe Company’s equity financing.  Thisadjustment increased total assets by $95,765 and reduced the net loss by$29,833 and $95,765 for the three and nine month periods, respectively.  The Company reduced its previously reportednet loss for the three and nine month periods of $207,399 ($162.03 per unit)and $521,304 ($407.27 per unit), respectively, to a net loss of $177,566($138.72 per unit) and $425,539 ($332.45 per unit), respectively.

 

**1.****                                      SUMMARYOF SIGNIFICANT ACCOUNTING POLICIES**

 

*Nature of Business*

 

The Company was organized to pool investors, some of whom intend toprovide a corn supply, for a 40 million gallon ethanol plant to be located nearthe town of Friesland in the township of Randolph, Wisconsin, with distributionto upper Midwest states. In addition, the Company intends to produce and selldistillers dried grains and carbon dioxide as co-products of ethanolproduction. Construction is anticipated to begin in 2003. As ofSeptember 30, 2003, the Company is in the development stage with itsefforts principally devoted to organizational and financing activities.

 

*Fiscal ReportingPeriod*

 

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

 

## *Accounting Estimates*

##  

Management uses estimates and assumptions in preparing these financialstatements in accordance with generally accepted accounting principles.  Those estimates and assumptions affect thereported amounts of assets and liabilities, the disclosure of contingent assetsand liabilities, and the reported revenues and expenses.  Actual results could differ from thoseestimates.

 

Significant estimates include the deferral of expenditures for landdevelopment and offering costs which are dependent upon successful financingand project development, as discussed below. It is at least reasonably possible that these estimates may change inthe near term.

 

## *Cash*

##  

At times throughout the year, the Company’s cash balances may exceedamounts insured by the Federal Deposit Insurance Corporation.

 

*Equipment*

 

Equipment is stated at the lower of cost or estimated fair value.  Depreciation is provided by use of thestraight-line method over their estimated useful lives of 5 years.  Maintenance and repairs are expensed asincurred; major improvements and betterments are capitalized.

 

9

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*Fair Value ofFinancial Instruments*

 

The fair value of the Company’s cashapproximates its carrying value.  It isnot currently practicable to estimate the fair value of the long-term debt andnote payable since these agreements contain unique terms, conditions, andrestrictions, which were negotiated at arm’s length.

 

*Deposits on Land*

 

## The Companyhas made deposits on land options for 59 and 115 acres for its facility. If theCompany purchases these parcels, the deposits will be applied to the payment of$236,000 and $1,000,000, respectively. If these options expire or management does not intend to execute theoptions, the deposits will be written off when such a determination is made.  These costs have been stated at the lower ofcost or estimated fair value.  AtSeptember 30, 2003, the total of all deposits on land is $13,000.  In October 2003, the Company exercisedthe option to purchase the 115 acres. The 59 acre land option expires onMarch 31, 2004.  As ofSeptember 30, 2003, it has not been exercised.

##  

## *Deferred Offering Costs*

##  

The Company defers the costs incurred toraise equity financing until that financing occurs.  At such time that the issuance of new equity units occurs, thesecosts will be netted against the proceeds received; or if the financing doesnot 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 a partnership for federal and state incometax purposes and is generally not subject to either federal or state incometaxes.  Instead, its earnings and lossesare included in the income tax returns of the members. Therefore, no provisionor liability for federal or state income taxes has been included in thesefinancial statements.

 

*Reclassification*

 

Certain amounts in the Statement of Operations for 2002 and Inceptionto date have been reclassified to conform to 2003 classifications.  These reclassifications had no effect on netloss as previously reported.

 

**2.****                                      DEVELOPMENTSTAGE ENTERPRISE**

 

The Company was formed on November 2, 2001 to have a perpetuallife.  The Company was initiallycapitalized by contributions from its founding members and later by additionalseed capital investors. The ten founders contributed an aggregate of $117,500for 235 units.  Forty-six members,including nine of the founders, contributed an additional aggregate of $485,000for 485 units that were issued in January 2002.

 

Effective April 1, 2002, the 720 units purchased by the foundingmembers and seed capital investors were split on a two-for-one basis resultingin 1,440 shares outstanding.

 

10

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Effective October 16, 2002, the Company redeemed a total of 160units from two board members for $35,000, of which $20,000 has been paid by theCompany.  The remaining $15,000, whichis included in other payables, will be paid when the Company obtains all debtfinancing for the project.  In the eventof the Company’s liquidation or dissolution prior to obtaining the debtfinancing for the project, this payable will become subordinate to the rightsof the Company’s members.  AtSeptember 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’s operating agreement, the Company willhave one class of membership units. The Company is authorized to issue 28,000membership units. The Company has filed a Registration Statement on Form SB-2with the Securities and Exchange Commission (SEC).  As of May 14, 2003, the Registration Statement has been declaredeffective.  No membership units havebeen sold other than the units described in Note 2.  The offering will be for a maximum of 27,500 units which will beavailable for sale at $1,000 per unit. Should the Company raise the minimum of $19,250,000 and obtain debtfinancing from a lender on or before one year from the effective date of theRegistration Statement, they will be able to close on the offering.  If the Company is unable to close on theOffering on or before one year from the effective date of the RegistrationStatement, the capital raised through the offering will be promptly returned tothe respective investors, with nominal interest less escrow fees.  The Company will have to obtain the approvalof its members to issue units in excess of 28,000 units the Company isauthorized to issue.   As of September 30,2003, 21,015 units have been subscribed. The Company has raised the minimum and had received a commitment from alender in October 2003.

 

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

 

**4.****                                      RELATEDPARTY TRANSACTIONS**

 

As of September 30, 2003, the Companyhad incurred $19,375 in project coordinator fees to three current members andone former member.

 

As of September 30, 2003, the Companyhas also incurred $63,933 in director fees and related expense, of which is allincluded in accounts payable, to six current members.

 

**5.****                                      COMMITMENTSAND CONTINGENCIES**

 

If the Company raises the maximum amount ofequity financing, they anticipate raising approximately $30.75 million insenior debt financing with specific terms to be negotiated.  In addition to the debt financing, theCompany is seeking approximately $0.8 million of state government grants.

 

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 September 30, 2003, the Company has incurred approximately$205,000 in costs related to this agreement that are included in professionalfees, of which approximately $24,854 is included in accounts payable atSeptember 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 September 30, 2003,the Company 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

 

11

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$6,000 per month.  In addition, if the Company is able to raise the necessary amountof equity and receive a binding commitment from a prospective lender to providethe remaining financing, the Company will pay a one-time bonus of $75,000 tothe consulting firm.  AtSeptember 30, 2003, the Company has incurred costs of $57,936 relating tothis agreement, of which $22,652 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 September 30, 2003, the Companyhas incurred $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 September 30, 2003 the Companyhas incurred $6,750 of these costs.

 

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 inJune 2003 with the railroad engineering firm to complete all requireddocumentation requirements covering a Transportation Economic Assistance grant.The TEA grant may fund up to fifty percent of the project costs relating totransportation improvements. The estimated commitment for this agreement isapproximately $20,950. As of September 30, 2003, the Company has incurred$13,760 of this cost, which is included in accounts payable.

 

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. As of September 30, 2003, the Company had incurred $13,097 of thiscost, which is included in accounts payable.

 

In July 2003, the Company signed anagreement with an employee recruitment firm. The Company will pay a fee based on a percentage of the first year ofthe employees’ salary.

 

In September 2003, the Company executeda new revolving bank line of credit. The new agreement permits the Company to borrow up to $320,000 at thefloating one-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 members of the Board of Directors of the Company and theirspouses.  As of September 30, 2003,the outstanding balance was $221,500.

 

In September 2003, the Company enteredinto an agreement with an architect firm to design an office facility.  The Company will pay a total of $8,891 forthese services.  Optional services underthe agreement are plumbing design, HVAC design and electrical design and couldtotal an additional $6,900 in services.

 

**6.****                                      SUBSEQUENTEVENTS**

 

In October 2003, the Company enteredinto an agreement with an electric cooperative to provide electricalservice.  The Company is required tomake a non-refundable payment in aid of construction for the facilities theelectrical cooperative will install for the benefit of the Company.  The amount of this aid-to-construction shallbe $253,750, unless there are changes in the scope of the facilities and theamount may be adjusted accordingly.

 

In October 2003, the Company enteredinto an agreement with a contractor for work site grading.  Work will begin on or about October 16,2003 and be completed by November 26, 2003.  The total amount to be paid for the work should approximate$570,710.

 

12

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On October 8, 2003, the Company enteredinto an agreement with a Design-Builder to perform all design and constructionservices, provide all material, equipment, tools and labor, necessary to builda 40 million gallon dry grind ethanol plant for $45,575,000.  The agreement includes an early completionbonus of a maximum of  $540,000.

 

As of October 15, 2003, the Board ofDirectors consented to close the equity offering pursuant to the Company’sRegistration statement.  The Companyreceived confirmation that at least $19,250,000 in unit sales proceeds had beenreceived and the Company received a written debt financing commitment for aminimum of $29,315,000 from a financial institution, as discussed below.

 

The Company received a senior loan commitment from a financialinstitution on October 15, 2003. This commitment is for a single construction loan for $32,462,500 andconverts to a ten-year term loan within sixty days post construction uponcertification of completion and attainment of the engineer’s productionguarantee.  This loan will then besegmented into two loans with the first loan a $4 million revolving loancombined with a $28,462,500 term loan. The term of the loan is five years with a ten-year amortization.  The loan commitment offers a variable andfixed interest rate.  The variableinterest rate has a variable base rate at the thirty-day LIBOR plus 375 basispoints, the construction period is 16 months from loan closing not to exceed 60days from initial plant start-up.  Thefixed rate quote is subject to change weekly. The final term facility can be segmented between a fixed portion and avariable portion. The loan fees consist of underwriting fees, participationfee, and annual facility fee.  Theunderwriting fees are $100,000 of which $20,000 is due upon acceptance of theterm sheet and $80,000 is due at loan closing. There is a 75 basis point participation fee on the entire creditfacility due at loan closing.  This feewill be shared pro rata with the senior debt participants.  There is an annual facility fee of $40,000beginning at the conversion of the construction loan to the term facility andupon each anniversary for five years. If any of the senior debt is paid in it’s entirety, prepayment penaltiesof 3%, 2% and 1% will apply in the first, second and third year, respectively.  These loans are subject to protectivecovenants requiring the Company to maintain various financial ratios, aresecured by all business assets, and require additional loan payments based onexcess cash flow.

 

13

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## **Item 2.**** Management’s Discussion And Analysis And Plan Of Operations**

##  

This report contains forward-looking statements that involve futureevents, our future performance and our expected future operations andactions.  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 inthis report.  We are not under any dutyto update 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 a start-up company in the development stage.  We plan to build a corn-based ethanol plantthat will produce ethanol, distillers grains and carbon dioxide.  The ethanol plant is expected to processapproximately 15 million bushels of corn per year into 40 million gallons ofdenatured fuel grade ethanol.  We alsointend to produce approximately 128,000 tons of dried distillers grains and 126,000 tons of rawcarbon dioxide gas on an annual basis.

 

We filed a Registration Statement on Form SB-2 (SEC Registration No.333-92188),as amended, with the Securities and Exchange Commission, which became effectiveon May 14, 2003 (the “Registration Statement”) for an initial public offeringof our units (the “Offering”). Depending on the results of the Offering, we expect that the projectwill cost approximately $59,050,000.  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 several lenders and have received a written commitmentfor financing from AgStar Financial Services, ACA (AgStar). The commitment isnon-binding, but we anticipate entering into a binding financing agreement withAgStar at approximately the time of the closing of the Offering.  If we do not secure the debt financing thatwe need, we will not be able to construct our proposed ethanol plant and mayhave to abandon our business.

 

We expect that it will take approximately 14 to 16 months from the datewe close the Offering to construct the ethanol plant and commence start-upoperations.  We do not intend to hire asales staff to market our products.  Weplan to engage third party distributors to market or purchase our ethanol anddistillers grains.  We have entered intodiscussions with third party distributors to market our ethanol, but have notexecuted any agreement with any distributor for our ethanol or distillersgrains.  We plan to pay commissions orfees to distributors to market our products. We intend to hire staff only to operate our ethanol plant and manage ourbusiness.

 

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

 

*Plan ofOperations Before Completion of Offering*

 

Beforewe complete the Offering, we expect to continue work principally on thepreliminary design and development of our proposed plant, obtaining thenecessary construction permits, identifying potential sources of debt financingand negotiating corn supply, utility and other contracts. Much of this work hasbeen completed. We plan to fund the remainder of these initiatives primarilythrough use of our line of credit.

 

During the time preceding completion of the Offering, we will identifyand interview senior bank lenders to obtain needed debt financing. We haveobtained a non-binding written commitment for financing from one such

 

14

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lender, AgStar.  We havedetermined that AgStar had the least restrictive requirements of us and theterms that were most favorable to us. We expect to have the senior bank loan commitment from AgStar in placeat approximately the closing of the Offering. We believe that ourexisting funds and those hat we expect to be available to us will permit us tocontinue our preliminary activities through such time that we secure debtfinancing.

 

We have negotiated a design-build contract with Fagen, Inc. and enteredinto the agreement subsequent to September 30, 2003.  The contract states that construction of theplant 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 into an agreement in June 2003 with Key EngineeringGroup, Ltd. (Key Engineering) to complete all required documentationrequirements covering a Transportation Economic Assistance (TEA) grant. The TEAgrant may fund up to fifty percent of the project costs relating totransportation improvements. The contract was amended on July 21, 2003.The estimated commitment for this agreement as amended is approximately$20,950.

 

In June 2003, we also executed a consulting agreement with KeyEngineering to assist the Company in performing a Preliminary Road Design andassist with a Community Development Block Grant Application.  The estimated commitment for this agreementis $13,950.

 

OnSeptember 22, 2003, we filed notice with Douglas L. and Heather C Tessmanof our intent to exercise our option to purchase real estate pursuant to the optionthat was purchased November 12, 2002. The total purchase price for the real estate is one milliondollars.  The transfer is expected totake place in two transactions.

 

OnSeptember 18, 2003, the Company entered into a contract with TranscendArchitects & Engineers, Inc., of Sun Prairie, Wisconsin, to provide designsfor our office facility.  The contractcall for the delivery of services valued at approximately $9,000, withadditional optional services of as much as approximately $7,000.

 

Subsequentto September 30, 2003, we entered into separate agreements for electricalservice with Adams-Columbia Electric Cooperative, land grading and sitepreparation with Iverson & Sons LLC, environmental engineering with MidwestEngineering Services, Inc., and construction of the plant with Fagen, Inc.  The land grading and site preparation workhas since begun.

 

Wecurrently have one full-time employee engaged in these preliminarymatters.  We expect to hire a generalmanager during the next quarter.  We donot anticipate hiring any additional employees related to the ethanol plantoperations until approximately six months before completion of plantconstruction and commencement of plant operations.

 

*Plan of Operations After Completion of Offering and BeforeReceipt of Debt Financing Funds*

 

Subsequentto September 30, 2003, we closed escrow on the Offering after receivingsubscriptions and proceeds in excess of the minimum amount offered($19,250,000) and a written debt financing commitment for the debt financing thatwe need. However, the written commitment only obligates the lender, AgStar, tolend us the debt financing that we need if we satisfy all the conditions of thecommitment. We may not satisfy the loan commitment conditions before closing,or at all. If this occurs we may:

 

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

 

•                  return remaining equity funds, if any, toinvestors, after deducting the currently indeterminate expenses of operatingour business or partially constructing the plant before we return the funds.

 

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*Plan of Operations After Completion of Offering and Receiptof Debt Financing*

 

Weplan 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 have begun site preparation work and expect to commenceconstruction in approximately mid-December, 2003.

 

Weexpect to complete construction of the proposed plant and commence operationsin approximately mid March 2005, or 14 to 16 months after constructioncommences. Our work will include completion of the final design and developmentof the plant. We also plan to negotiate and executed finalized contractsconcerning the provision of necessary electricity, natural gas and other powersources and marketing agreements for ethanol and distillers grains. Assumingthe successful completion of the Offering and our obtaining necessary debtfinancing, we expect to have sufficient cash on hand to cover construction andrelated start-up costs necessary to make the plant operational. We estimatethat we will need approximately $59,050,000 to construct the plant and coverall capital expenditures necessary to complete the project, make the plantoperational and produce revenue.

 

The gross proceeds from the Offering will be $19,250,000 if the minimumamount of equity offered is sold, and $27,500,000 if the maximum number ofunits offered is sold, before deduction of expenses.  We estimate the offering expenses to be approximately$256,000, and the net proceeds of the offering to be $18,994,000 if theminimum amount of units offered is sold, and $27,244,000 if the maximum numberof units offered is sold.

 

Assuming the successfulcompletion of the Offering and the related debt financing, we expect to havesufficient cash on hand to cover all costs associated with construction of theproject, including but not limited to, site acquisition, utilities,construction, equipment acquisition and site development. In addition, weexpect to have enough cash to cover our costs through this period, includingstaffing, office costs, audit, legal, compliance and staff training.

 

We must obtain debt financing in order to complete construction on theethanol Plant. The amount and nature of the debt financing that we are seekingis subject to the interest rates and the credit environment as well as othereconomic factors over which we have no control. We have no binding contracts orcommitments with any bank, lender or financial institution for our debtfinancing, but have closed escrow subsequent to September 30, 2003 basedupon a written debt commitment from AgStar.

 

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|                                          |   | **Approximate  Figures** |       |
|-----------------------------------------------|--------|--------------------------|------------|
| **SOURCES OF FUNDS:**                         |   |                     |       |
| Term Debt                                     |   | $                        | 32,477,500 |   |
| Cash and Equity Equivalents                   |   | 22,772,500               |       |
| Subordinated Debt                             |   | 3,000,000                |       |
| Grants                                        |   | 800,000                  |       |
| **Total Sources of Funds**                    |   | **$**                    | 59,050,000 | ** ** |
|                                          |   |                     |       |
| **USES OF FUNDS**                             |   |                     |       |
| **Land & Land Improvements**              |   |                     |       |
| Site Infrastructure and Development           |   | 4,900,000                |       |
| Land Acquisition                              |   | 1,000,000                |       |
| **Total:**                                    |   | $                        | 5,900,000  |   |
|                                          |   |                     |       |
| **Plant Construction**                        |   |                     |       |
| Grain Handling Facilities                     |   | 4,892,000                |       |
| Cooking Facilities                            |   | 3,956,000                |       |
| Fermentation Facilities                       |   | 5,387,000                |       |
| Distillation Facilities                       |   | 5,147,000                |       |
| Liquid/Solids Separation Facilities           |   | 3,628,000                |       |
| Evaporation Facilities                        |   | 4,355,000                |       |
| Dryer Facilities                              |   | 5,225,000                |       |
| Product Storage Facilities                    |   | 2,935,000                |       |
| Plant Utilities                               |   | 4,280,000                |       |
| General Plant Facilities and Services         |   | 5,495,000                |       |
| **Total:**                                    |   | $                        | 45,300,000 |   |
|                                          |   |                     |       |
| **Miscellaneous Costs**                       |   |                     |       |
| Construction Contingency                      |   | 600,000                  |       |
| Construction Insurance                        |   | 100,000                  |       |
| Permits                                       |   | 240,000                  |       |
| Offering Expenses                             |   | 256,000                  |       |
| Capitalized Interest                          |   | 800,000                  |       |
| Organizational Costs                          |   | 569,000                  |       |
| **Total:**                                    |   | $                        | 2,565,000  |   |
|                                          |   |                     |       |
| **Start-Up Costs:**                           |   |                     |       |
| Pre-production period Costs                   |   | 660,000                  |       |
| Inventory — Corn                         |   | 960,000                  |       |
| Inventory — Chemicals, Yeast, Denaturant |   | 200,000                  |       |
| Inventory — Ethanol and Distillers Grain |   | 750,000                  |       |
| Spare Parts                                   |   | 260,000                  |       |
| Working Capital                               |   | 2,025,000                |       |
| **Total:**                                    |   | $                        | 4,855,000  |   |
|                                          |   |                     |       |
| **Financing Costs**                           |   |                     |       |
| Lender Fee                                    |   | 360,000                  |       |
| Legal Fees                                    |   | 20,000                   |       |
| Commitment Fees                               |   | 25,000                   |       |
| Miscellaneous Expenses                        |   | 25,000                   |       |
| **Total:**                                    |   | $                        | 430,000    |   |
|                                          |   |                     |       |
| **Total:**                                    |   | $                        | 59,050,000 |   |

 

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**Liquidity and Capital Resources**

 

As of September 30, 2003, we had cash of $1,845 and total assetsof $389,462.  Our total assets include$354,523 of deferred offering costs relating to the Offering.  At the time we issue units in the Offering,these costs will be netted against the proceeds received, or if we do notcomplete the sale of any units in the Offering, they will be expensed.  As of September 30, 2003, 21,015 unitshave been subscribed.  The financialstatements previously issued for the three and nine month periods ended September 30,2003 have been adjusted to capitalize certain deferred offering costspreviously expensed relating to the raising of our equity financing.  As a result, our total assets as ofSeptember 30, 2003, increased by $95,765 from $293,697 to $389,462.

 

To date, we have raised a total of $602,500 in seed capital, which wehave used to fund our organization and operation to date.  As of September 30, 2003, we hadcurrent liabilities of $550,202, which consists primarily of our accounts andnotes payable.  Since our inceptionthrough September 30, 2003, we have an accumulated deficit of$707,379.  Total members’ equity as ofSeptember 30, 2003 was a deficit of $163,474.  Since our inception, we have generated no revenue fromoperations.  The adjustment for thecapitalization of certain deferred offering costs resulted in a decrease in ouraccumulated deficit from $803,144 to $707,379. It also caused our members’ equity to increase from a deficit of$259,239 to a deficit of $163,474.

 

The adjustment for the capitalization of certain deferred offeringcosts resulted in a decrease in our previously reported net loss.  We previously reported a net loss of$207,399 for the three months ended September 30, 2003 and a net loss of$521,304 for the nine months ended September 30, 2003.  After the adjustment, our net loss for thethree months ended September 30, 2003, was $177,566 and for the ninemonths ended September 30, 2003, was $425,539.

 

We are seeking to raise a minimum of$19,250,000 and a maximum of $27,500,000 in the Offering. Depending on theresults of the Offering, we believe that the project will cost a total ofapproximately $59,050,000.  We plan tofinance the project with seed capital, proceeds from the Offering, governmentgrants and debt financing.  The amountof debt financing that we need depends on the results of the Offering, theacquisition of subordinated debt, and whether we receive all of our anticipatedgrant proceeds.  We expect the term debt financing tobe approximately $32,477,500 assumingwe obtain grants totaling $800,000. Although we have a non-binding debt commitment, we have no binding commitment for the debtfinancing that we need or for any additional grants.  Completion of the proposed ethanol plant depends on our abilityto close on our debt financing and satisfy all conditions for breaking escrowand closing on the Offering.

 

We expect that our debt financing will be inthe form of a construction loan that will convert to a permanent loan when webegin operations.  We also expect thatthe loan will be secured by all of our real property and substantially all ofour other assets, including receivables and inventories.  In addition to repaying the principal, weplan to pay interest on the loan at market rate for loans to start-up ethanolprojects, plus annual fees for maintenance and observation of the loan by thelender.  We intend to capitalize all ofour interest until we commence start-up operation, which means that we will notmake any payment on the loan until we construct the ethanol plant and beginproducing ethanol.  If the projectsuffers delays, we may not be able to timely repay the loan.  If interest rates increase, we will havehigher interest payments, which could adversely affect our business. Wecurrently have no commitment for any financing.

 

**Administration**

 

We currently have an office staff comprisedof one full-time employee and one part-time employee.  The staff is dedicated to coordinating our campaign to completeour equity 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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**Operating Expenses**

 

When the ethanol plant nears completion, weexpect to incur various operating expenses, such as supplies, utilities andsalaries for administration and production personnel.  Along with operating expenses, we anticipate that we will havesignificant 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**

 

Upon completion of the ethanol plant, we intend to hire approximately34 additional employees. Approximately eleven of our employees will be involvedprimarily in management and administration and the remainder will be involvedprimarily in Plant operations.

 

The following table represents some of the anticipated positions withinthe Plant and the minimum number of individuals we intend to employ for eachposition:

 
| **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.

 

Membersof management, including our President (the principal executiveofficer), Kevin M. Roche,and our Treasurer (the principal financial officer), Robert J. Miller, havereviewed our disclosure controls and procedures as of the end of the period covered by this report.  Based upon this review, these officersbelieve that our disclosure controls and procedures are effective in ensuringthat material information related to us is made known to them by others withinthe Company and the informationrequired to be disclosed in this and other reports is recorded, processed,summarized and reported within the time periods required by the Securities andExchange Commission’s rules and forms.

 

(b)                                 Changesin Internal Controls.

 

Membersof management, including our President (the principal executiveofficer), Kevin M. Roche,and our Treasurer (the principal financial officer), Robert J. Miller, haveevaluated our internal control over financial reporting and have concluded that there was no change in our internalcontrol over financial reporting that has materially affected or is reasonablylikely to materially affect our internal control over financial reporting.

 

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# **PART II.**                                    OTHERINFORMATION

 

## **Item 1. Legal Proceedings**

 

None.

 

## **Item 2.**** 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 commenced our initial public offering of our units shortlythereafter.  We have not closed theOffering and are continuing to offer the units. Our officers and directors areoffering and selling the units on a best efforts basis without the assistanceof an underwriter.  We do not pay ourofficers or directors any compensation for services related to the offer orsale of the units.

 

We registered a total of 27,500 units with an aggregate gross offeringprice of $27,500,000, or $1,000.00 per unit. We intend to close the Offering on May 14, 2004.  From the effective date of our registrationstatement on May 14, 2003 to September 30, 2003, we have receivedsubscriptions for 21,015 units, or an aggregate of $21,015,000.00 ofsubscription payments in the form of cash and notes.  We deposited all subscription payments from the Offering in anescrow account.  Subsequent toSeptember 30, 2003, we met the conditions to breaking escrow.  Accordingly, escrow was broken and the saleof many, but not all, of the subscribed units was completed.

 

As of the end of the period detailed by thisreport, the escrow agent received $21,015,000.00 in net offering proceeds, none of whichproceeds have been used.

 

## **Item 3.**** Defaults Upon Senior Securities**

##  

None.

 

## **Item 4.**** Submission Of Matters To A Vote Of Security Holders**

##  

None.

 

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

##  

None.

 

## **Item 6.**** Exhibits And Reports On Form 8-K**

##  

(a)                                  Thefollowing exhibits are included herein:

 

10.13                     Notice of Intent to Exercise Optionto Purchase dated September 22, 2003 (Tessman)*

10.14                     Accepted Proposal for Provision ofServices by Key Engineering Group, Inc. dated June 10, 2003*

10.15                     Change Order Request No. 1 by KeyRailroad Development, LLC date July 21, 2003.*

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

----

*             Previously submitted and filed withForm 10-QSB for the quarter ending September 30, 2003 and not duplicated inthis Amendment No. 1 to Form 10-QSB/A.

 

(b)                               Reports on Form 8-K.

 

None.

 

# **SIGNATURES**

 

In accordance with the requirements of theExchange Act, the registrant caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

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|   |                | 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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