**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-QSB**

 
| 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 NUMBER333-92188**

 

**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 filed by Section 13 or 15(d) of the ExchangeAct during the past 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filingrequirements 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

 

 

----

 

**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

----

 

# **PART I.**             FINANCIAL INFORMATION

 

## **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

----

 

**UNITED WISCONSIN GRAIN PRODUCERS, LLC**

**(A DEVELOPMENT STAGE COMPANY)**

**BALANCE SHEET**

 
|                                                                |   | **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                                             |   | 258,758                |    | 165,134               |   |
| Total other assets                                                  |   | 271,758                |    | 178,134               |   |
|                                                                |   |                   |    |                  |   |
| **Total Assets**                                                    |   | $                      | 293,697 |                  | $      | 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                        |   | (803,144               | )       | (281,839              | )      |
| Total members’ equity (deficit)                                |   | (259,239               | )       | 262,066               |   |
|                                                                |   |                   |    |                  |   |
| **Total Liabilities and Members’ Equity  (Deficit)**           |   | $                      | 293,697 |                  | $      | 351,237 |   |

 

Notes to Financial Statements are an integral part of this Statement

 

4

----

 

**UNITED WISCONSINGRAIN PRODUCERS, LLC**

**(A DEVELOPMENT STAGE COMPANY)**

**STATEMENTS OF OPERATIONS**

 
|                                                                             |   | **Quarter Ended  September 30,  2003** |     | **Quarter Ended  September 30,  2002** |   | **From  Inception  (November 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                                                                   |   | 110,066                                |     | 12,987                                 |   | 376,552                                                         |   |
| Totals                                                                           |   | 206,203                                |     | 59,895                                 |   | 827,779                                                         |   |
|                                                                             |   |                                   |     |                                   |   |                                                            |   |
| **Operating Loss**                                                               |   | (206,203                               | )        | (59,895                                | )      | (827,779                                                        | )      |
|                                                                             |   |                                   |     |                                   |   |                                                            |   |
| **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**                                                                     |   | $                                      | (207,399 | )                                      | $      | (50,145                                                         | )      | $ | (803,144 | ) |
|                                                                             |   |                                   |     |                                   |   |                                                            |   |
| **Net Loss Per Unit**                                                            |   |                                   |     |                                   |   |                                                            |   |
| (1,280,  1,440 and 1,311  weighted average units outstanding, respectively) |   | $                                      | (162.03  | )                                      | $      | (34.82                                                          | )      | $ | (612.62 | ) |

 

Notes toFinancial Statements are an integral part of this Statement

 

5

----

 
|                                                               |   | **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                                                     |   | 335,873                                    |     | 29,896                                     |   |
| Totals                                                             |   | 524,964                                    |     | 200,160                                    |   |
|                                                               |   |                                       |     |                                       |   |
| **Operating Loss**                                                 |   | (524,964                                   | )        | (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**                                                       |   | $                                          | (521,304 | )                                          | $      | (186,811 | ) |
|                                                               |   |                                       |     |                                       |   |
| **Net Loss Per Unit**                                              |   |                                       |     |                                       |   |
| (1,280 and 1,429 weighted average units outstanding, respectively) |   | $                                          | (407.27  | )                                          | $      | (130.73 | ) |

 

Notes to Financial Statements are an integral part of this Statement

 

6

----

 

**UNITED WISCONSIN GRAIN PRODUCERS, LLC**

**(A DEVELOPMENT STAGE COMPANY)**

**STATEMENTS OF 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                                                          |   | $                                          | (521,304 | )                                          | $      | (186,811                                                       | )      | $ | (803,144 | ) |
| 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                             |   | (326,520                                   | )        | (189,793                                   | )      | (566,730                                                       | )      |
|                                                              |   |                                       |     |                                       |   |                                                           |   |
| **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                              |   | (55,687                                    | )        | (69,081                                    | )      | (196,363                                                       | )      |
| Payments for membership unit redemption                           |   |                                       |     |                                       |   | (20,000                                                        | )      |
| Net cash from financing activities                                |   | 164,586                                    |     | 372,324                                    |   | 582,815                                                        |   |
|                                                              |   |                                       |     |                                       |   |                                                           |   |
| **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 to Financial Statement are an integral part of this Statement.

 

7

----

 

**UNITED WISCONSIN GRAIN PRODUCERS, LLC**

**(A DEVELOPMENT STATE COMPANY)**

**STATEMENTS OF CASH FLOWS**

 
|                                                        |   | **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 to Financial statements are an integral part of this Statement

 

8

----

 

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

**(A DEVELOPMENT STAGE COMPANY)**

**NOTES TO UNAUDITED FINANCIAL STATEMENTS**

 

# **The statements included herein have been prepared bythe company, without audit, pursuant to the rules and regulations of theSecurities and Exchange Commission, and reflect all adjustments which are, inthe opinion of management, necessary to a fair presentation of the financialstatements for the interim period, on a basis consistent with the annual auditedfinancial statements.  The adjustmentsmade to these 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).**

 

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

 

*Nature of Business*

 

The Company was organized to pool investors,some of whom intend to provide a corn supply, for a 40 million gallon ethanolplant to be located near the town of Friesland in the township of Randolph,Wisconsin, with distribution to upper Midwest states. In addition, the Companyintends to produce and sell distillers dried grains and carbon dioxide asco-products of ethanol production. Construction is anticipated to begin in2003. As of September 30, 2003, the Company is in the development stage withits efforts principally devoted to organizational and financing activities.

 

*Fiscal Reporting Period*

 

The Company has adopted a fiscalyear ending December 31 for reporting financial operations.

 

## *Accounting Estimates*

Management uses estimates and assumptions inpreparing these financial statements in accordance with generally acceptedaccounting principles.  Those estimatesand assumptions affect the reported amounts of assets and liabilities, thedisclosure of contingent assets and liabilities, and the reported revenues andexpenses.  Actual results could differfrom those estimates.

 

Significant estimates include the deferral ofexpenditures for land development and offering costs which are dependent uponsuccessful financing and project development, as discussed below.  It is at least reasonably possible thatthese estimates may change in the near term.

 

## *Cash*

At times throughout the year, the Company’scash balances may exceed amounts insured by the Federal Deposit InsuranceCorporation.

 

*Equipment*

 

Equipment is stated at the lower of cost orestimated fair value.  Depreciation isprovided by use of the straight-line method over their estimated useful livesof 5 years.  Maintenance and repairs areexpensed as incurred; major improvements and betterments are capitalized.

 

9

----

 

*Fair Value of Financial Instruments*

 

The fair value of the Company’scash approximates its carrying value. It is not currently practicable to estimate the fair value of thelong-term debt and note payable since these agreements contain unique terms, conditions,and restrictions, which were negotiated at arm’s length.

 

*Deposits on Land*

 

## The Company has made deposits on land options for59 and 115 acres for its facility. If the Company purchases these parcels, thedeposits will be applied to the payment of $236,000 and $1,000,000,respectively.  If these options expireor management does not intend to execute the options, the deposits will bewritten off when such a determination is made. These costs have been stated at the lower of cost or estimated fairvalue.  At September 30, 2003, the totalof all deposits on land is $13,000.  InOctober 2003, the Company exercised the option to purchase the 115 acres.  The 59 acre land option expires on March 31,2004.  As of September 30, 2003, it hasnot been exercised.

 

## *Deferred Offering Costs*

 

The Company defers the costsincurred to raise equity financing until that financing occurs.  At such time that the issuance of new equityunits occurs, these costs will be netted against the proceeds received; or ifthe financing does not occur, they will be expensed.

 

*Grants*

 

The Company will recognize grantincome as other income for reimbursement of expenses incurred upon complyingwith the conditions 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 forfederal and state income tax purposes and is generally not subject to eitherfederal or state income taxes.  Instead,its earnings and losses are included in the income tax returns of the members.Therefore, no provision or liability for federal or state income taxes has beenincluded in these financial statements.

 

*Reclassification*

 

Certain amounts in the Statement ofOperations for 2002 and Inception to date have been reclassified to conform to2003 classifications.  Thesereclassifications had no effect on net loss as previously reported.

 

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

 

The Company was formed on November 2, 2001 tohave a perpetual life.  The Company wasinitially capitalized by contributions from its founding members and later byadditional seed capital investors. The ten founders contributed an aggregate of$117,500 for 235 units.  Forty-sixmembers, including nine of the founders, contributed an additional aggregate of$485,000 for 485 units that were issued in January 2002.

 

Effective April 1, 2002, the 720 unitspurchased by the founding members and seed capital investors were split on atwo-for-one basis resulting in 1,440 shares outstanding.

 

Effective October 16, 2002,the Company redeemed a total of 160 units from two board members for $35,000,of which $20,000 has been paid by the Company. The remaining $15,000, which is included in other payables, will be paidwhen the Company obtains all debt financing for the project.  In the event of the Company’s liquidation ordissolution prior to obtaining the debt financing for the project, this payablewill become subordinate to the rights of the Company’s members.  At September 30, 2003, the Company has 1,280units outstanding.

 

10

----

 

The weighted average units andloss per unit computations have been adjusted retroactively to account for theaforementioned split.

 

**3.**             MEMBERS’ EQUITY

 

As specified in the Company’s operatingagreement, the Company will have one class of membership units. The Company isauthorized 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 raise theminimum of $19,250,000 and obtain debt financing from a lender on or before oneyear from the effective date of the Registration Statement, they will be ableto close on the offering.  If theCompany is unable to close on the Offering on or before one year from theeffective date of the Registration Statement, the capital raised through theoffering will be promptly returned to the respective investors, with nominalinterest less escrow fees.  The Companywill have to obtain the approval of its members to issue units in excess of28,000 units the Company is authorized to issue.   As of September 30, 2003, 21,015 units have beensubscribed.  The Company has raised theminimum and had received a commitment from a lender in October 2003.

 

Income and losses are allocatedto all members based upon their respective percentage units held.

 

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

 

As of September 30, 2003, theCompany had incurred $19,375 in project coordinator fees to three currentmembers and one former member.

 

As of September 30, 2003, theCompany has also incurred $63,933 in director fees and related expense, ofwhich is all included in accounts payable, to six current members.

 

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

 

If the Company raises the maximumamount of equity financing, they anticipate raising approximately $30.75million in senior 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 Companyexecuted a master environmental services agreement with an organization thatwill provide environmental consulting, engineering, and analyticalservices.  The Company will submit workauthorization requests 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 Companyexecuted a contract with a railroad engineering firm in order to provide aconceptual, schematic railroad layout for their plant.  The estimated commitment for railroadengineering is approximately $12,500. As of September 30, 2003, the Company has incurred $11,530 of thesecosts.

 

In April 2002, the Companyexecuted a consulting agreement with a firm that is engaged to assist theCompany in its equity marketing efforts and securing debt financing.  The Company paid the consulting firm amaximum of $3,000 per month, until the Company was legally authorized to sellits member units, at which 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 September 30, 2003, the Company has incurred costs of $57,936relating to this agreement, of which $22,652 is included in accounts payable.

 

In November 2002, the Companyexecuted a contract with an energy management organization in order to providepipeline consulting services.  Theestimated commitment for this agreement is approximately $24,000.  As of September 30, 2003, the Company hasincurred $10,000 of these costs, of which $8,000 is included in accountspayable.

 

11

----

 

In March 2003, the Companyexecuted a contract with an insurance consulting firm.  The estimated commitment for this agreementis $9,000.  As of September 30, 2003 theCompany has incurred $6,750 of these costs.

 

The Company is party to anunasserted claim that it may have to defend. The amount of liability, if any, from the unasserted claim cannot beestimated, but management is of the opinion that the outcome of the claim willnot have a material impact on the Company’s financial position.  Nevertheless, due to uncertainties in thesettlement process, it is at least reasonably possible that management’s viewof the outcome may change in the near term.

 

The Company entered an agreementin June 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 Companyexecuted a consulting agreement with a firm that is engaged 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.  As of September 30, 2003, the Company hadincurred $13,097 of this cost, which is included in accounts payable.

 

In July 2003, the Company signedan agreement with an employee recruitment firm.  The Company will pay a fee based on a percentage of the firstyear of the employees’ salary.

 

In September 2003, the Companyexecuted a 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, theoutstanding balance was $221,500.

 

In September 2003, the Companyentered into an agreement with an architect firm to design an officefacility.  The Company will pay a totalof $8,891 for these services.  Optionalservices under the agreement are plumbing design, HVAC design and electricaldesign and could total an additional $6,900 in services.

 

**6.****             SUBSEQUENTEVENTS**

 

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

 

On October 8, 2003, the Companyentered into an agreement with a Design-Builder to perform all design andconstruction services, provide all material, equipment, tools and labor,necessary to build a 40 million gallon dry grind ethanol plant for$45,575,000.  The agreement includes anearly completion bonus of a maximum of $540,000.

 

As of October 15, 2003, the Boardof Directors 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 non-bindingloan commitment from a financial institution on October 15, 2003.  This commitment is for a single constructionloan for $32,462,500 and converts to a ten-year term loan within sixty dayspost construction upon certification of completion and attainment of theengineer’s production guarantee.  Thisloan will then be segmented into two loans with the first loan a $4 millionrevolving loan combined with at $28,462,500 term loan.  The term of the loan is five years with aten-year amortization.  The loancommitment offers a variable and fixed interest rate.  The variable interest rate has a variable base rate at the thirtyday LIBOR plus 375 basis points, the construction period is 16 months

 

12

----

 

from loan closing not to exceed60 days from initial plant start-up. The fixed rate quote is subject to change weekly.  The final term facility can be segmentedbetween a fixed portion and a variable portion.  The loan fees consist of underwriting fees, participation fee,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 $40,000 beginning at the conversion of theconstruction loan to the term facility and upon each anniversary for fiveyears.  If any of the senior debt ispaid in its entirety,  prepaymentpenalties of 3%, 2% and 1% will apply in the first, second and third year,respectively.  These loans  are subject to protective covenantsrequiring the Company to maintain various financial ratios, are secured by allbusiness assets, and require additional loan payments based on excess cashflow.

 

13

----

 

## **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 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 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 of denaturedfuel grade ethanol.  We also intend toproduce 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 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 results ofthe Offering, we expect that the project will 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 EthanolPlant**

 

*Plan ofOperations Before Completion of Offering*

 

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. Much of this work has been completed. We planto fund the remainder of these initiatives primarily through use of our line ofcredit.

 

14

----

 

During thetime preceding completion of the Offering, we will identify and interviewsenior bank lenders to obtain needed debt financing. We have obtained anon-binding written commitment for financing from one such lender, AgStar.  We have determined that AgStar had the leastrestrictive requirements of us and the terms that were most favorable tous.  We expect to have the senior bankloan commitment from AgStar in place at approximately the closing of theOffering. We believe that our existing funds and those hat we expect tobe available to us will permit us to continue our preliminary activitiesthrough such time that we secure debt financing.

 

We havenegotiated a design-build contract with Fagen, Inc. and entered into theagreement subsequent to September 30, 2003. The contract states that construction of the plant and rail spur willtake 14 months from the time construction commences.  We expect that initial start-up and operations of the plant willbe under the general direction and guidance of Fagen, Inc. employees and ourown personnel, who will have experience in ethanol production or will havereceived on-site training provided by Fagen, Inc.  We further anticipate that additional on-site support will beprovided by Fagen, Inc. for the first 30 days of plant operation.

 

We enteredinto an agreement in June 2003 with Key Engineering Group, Ltd. (Key Engineering)to complete all required documentation requirements covering a TransportationEconomic Assistance (TEA) grant. The TEA grant may fund up to fifty percent ofthe project costs relating to transportation improvements. The contract wasamended on July 21, 2003. The estimated commitment for this agreement asamended 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.

 

On September 22, 2003, wefiled notice with Douglas L. and Heather C Tessman of our intent to exerciseour option to purchase real estate pursuant to the option that was purchasedNovember 12, 2002.  The total purchaseprice for the real estate is one million dollars.  The transfer is expected to take place in two transactions.

 

On September 18, 2003, theCompany entered into a contract with Transcend Architects & Engineers,Inc., of Sun Prairie, Wisconsin, to provide designs for our officefacility.  The contract call for thedelivery of services valued at approximately $9,000, with additional optionalservices of as much as approximately $7,000.

 

Subsequent to September 30,2003, we entered into separate agreements for electrical service withAdams-Columbia Electric Cooperative, land grading and site preparation withIverson & Sons LLC, environmental engineering with Midwest EngineeringServices, Inc., and construction of the plant with Fagen, Inc.  The land grading and site preparation workhas since begun.

 

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 untilapproximately six months before completion of plant construction andcommencement of plant operations.

 

*Plan of Operations After Completion of Offering andBefore Receipt of Debt Financing Funds*

 

Subsequent to September 30, 2003, we closed escrowon the Offering after receiving subscriptions and proceeds in excess of theminimum amount offered ($19,250,000) and a written debt financing commitmentfor the debt financing that we need. However, the written commitment onlyobligates the lender, AgStar, to lend us the debt financing that we need if wesatisfy all the conditions of the commitment. We may not satisfy the loancommitment conditions before closing, or at all. If this occurs we may:

 

•                  commenceconstruction of the plant using all or a part of the equity funds raised whilewe seek another debt financing source; 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.

 

15

----

 

*Plan of Operations After Completion of Offering andReceipt 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 have begun site preparation work and expect to commenceconstruction in approximately mid-December, 2003.

 

We expect to complete construction of the proposedplant and commence operations in approximately mid March 2005, or 14 to 16months 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 provision of necessary electricity,natural gas and other power sources and marketing agreements for ethanol anddistillers grains. Assuming the successful completion of the Offering and ourobtaining necessary debt financing, we expect to have sufficient cash on handto cover construction and related start-up costs necessary to make the plantoperational. We estimate that we will need approximately $59,050,000 toconstruct the plant and cover all capital expenditures necessary to completethe project, make the plant operational and produce revenue.

 

The gross proceeds from the Offering will be$19,250,000 if the minimum amount of equity offered is sold, and $27,500,000 ifthe maximum number of units offered is sold, before deduction of expenses.  We estimate the offering expenses tobe approximately $256,000, and the net proceeds of the offering to be $18,994,000if the minimum amount of units offered is sold, and $27,244,000 if the maximumnumber of 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 based upon awritten debt commitment from AgStar.

 

16

----

 

|                                          |   | **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 |   |

 

17

----

 

**Liquidity and Capital Resources**

 

As ofSeptember 30, 2003, we had cash of $1,845 and total assets of $293,697.  Our total assets include $258,758 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. 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 had currentliabilities of $550,202, which consists primarily of our accounts and notespayable.  Since our inception throughSeptember 30, 2003, we have an accumulated deficit of $803,144.  Total members’ equity as of September 30,2003 was negative $259,239.  Since ourinception, we have generated no revenue from operations.  As of September 30, 2003, 21,015 units havebeen subscribed.

 

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, wehave no binding commitment for the debt financing that we need or for anyadditional grants.  Completion of theproposed ethanol plant depends on our ability to close on our debt financingand satisfy all conditions for breaking escrow and 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.

 

**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:

 

18

----

 
| **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.

 

Members of management, including our President (the principal executiveofficer), Kevin M. Roche, and our Treasurer (the principalfinancial officer), Robert J. Miller, have reviewed our disclosure controls andprocedures 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 information required to be disclosed in this and otherreports is recorded, processed, summarized and reported within the time periodsrequired by the Securities and Exchange Commission’s rules and forms.

 

(b)           Changesin Internal Controls.

 

Members of management, including our President (the principal executiveofficer), Kevin M. Roche, and our Treasurer (the principal financial officer,Robert J. Miller have evaluated our internal controls over financial reportingand have concluded that there was no change in our internal control overfinancial reporting that has materially affected or is reasonably likely tomaterially affect our internal control over financial reporting.

 

# **PART II.**            OTHER INFORMATION

 

## **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 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 an underwriter.  We do not pay our officers or directors anycompensation for services related to the offer or sale of the units.

 

We registered a total of 27,500 units with anaggregate gross offering price 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 ourregistration statement 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 to September30, 2003, we met the conditions to breaking escrow.  Accordingly, escrow was broken and the sale of 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 netoffering proceeds, none of which proceeds have been used.

 

19

----

 

## **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)                                  The followingexhibits are included herein:

 

10.13                     Notice ofIntent to Exercise Option to Purchase dated September 22, 2003 (Tessman)

10.14                     AcceptedProposal for Provision of Services by Key Engineering Group, Inc. dated June10, 2003

10.15                     Change OrderRequest No. 1 by Key Railroad Development, LLC date July 21, 2003.

31.1                           CertificatePursuant to 17 CFR 240.15d-14(a)

31.2                           CertificatePursuant to 17 CFR 240.15d-14(a)

32.1                           CertificatePursuant to 18 U.S.C. § 1350

 

(b)           Reportson Form 8-K.

 

None.

 

# **SIGNATURES**

 

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

 

 
|   | UNITED  WISCONSIN GRAIN PRODUCERS,  LLC                 |
|--------|---------------------------------------------------------|
|   |                                                    |
|   |                                                    |
| Date:  | November 14, 2003                                       |   |   /s/ Kevin M. Roche |   |
|   | Kevin  M. Roche                                         |
|   | President  (Principal Executive Officer)                |
|   |                                                    |
|   |                                                    |
| Date:  | November 14, 2003                                       |   |   /s/ Robert J. Miller |   |
|   | Robert J. Miller                                        |
|   | Treasurer  (Principal Financial and Accounting Officer) |

 

20

----