**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM10-QSB**

 

| **ý**                                                                                                                                                        | **Quarterly  report under Section 13 or 15(d) of the Securities Exchange Act of 1934.** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------|
|                                                                                                                                                              |                                                                                    |
| **For the quarterly period ended March 31, 2003**                                                                                                                 |
|                                                                                                                                                              |                                                                                    |
| **OR**                                                                                                                                                            |
|                                                                                                                                                              |                                                                                    |
| **o**                                                                                                                                                             | **Transition  report under Section 13 or 15(d) of the Exchange Act.**                   |
|                                                                                                                                                              |                                                                                    |
| **For the transition period from            to            .** |
|                                                                                                                                                              |                                                                                    |
| **Commission  file number 333-92188**                                                                                                                             |

** **

| **UNITED WISCONSIN GRAIN PRODUCERS, LLC**                         |
|-------------------------------------------------------------------|
| (Exact name of small business issuer as specified in its charter) |

 

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

 

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

 

State the number of sharesoutstanding for each of the issuer’s classes of common equity as of the latestpracticable date:  As of May 13, 2003,there were 1,280 units outstanding.

 

Transitional Small BusinessDisclosure Format (Check one):      o  Yes   ý  No

 

 

----

**INDEX**

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

** **

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 Changes in Members’ Equity  (Unaudited) |
|                                       | Statements of Cash Flows (Unaudited)                       |
|                                       | Notes to Unaudited Financial Statements                    |
|                                            |                                                            |  |

 

3

----

 

**UNITEDWISCONSIN GRAIN PRODUCERS, LLC**

**(ADEVELOPMENT STAGE COMPANY)**

**BALANCE SHEET**

** **

** **
|                                                                 |   | **March 31, 2003** |    | **December 31, 2002** |   |
|----------------------------------------------------------------------|--------|--------------------|---------|-----------------------|--------|
|                                                                 |   | **(Unaudited)**    |    | **(Audited)**         |   |
|                                                                 |   |               |    |                  |   |
| **ASSETS**                                                           |   |               |    |                  |   |
|                                                                 |   |               |    |                  |   |
| **Current  Assets**                                                  |   |               |    |                  |   |
|                                                                 |   |               |    |                  |   |
| Cash                                                                 |   | $                  | 88,473  |                  | $      | 163,779 |   |
| Prepaid expenses                                                     |   | 4,374              |    | 8,125                 |   |
| Total current  assets                                                |   | 92,847             |    | 171,904               |   |
|                                                                 |   |               |    |                  |   |
| **Equipment**                                                        |   |               |    |                  |   |
| Computer equipment                                                   |   | 1,240              |    | 1,240                 |   |
| Less accumulated  depreciation                                       |   | 103                |    | 41                    |   |
| Net equipment                                                        |   | 1,137              |    | 1,199                 |   |
|                                                                 |   |               |    |                  |   |
| **Other  Assets**                                                    |   |               |    |                  |   |
| Deposits on land                                                     |   | 13,000             |    | 13,000                |   |
| Deferred offering  costs                                             |   | 211,520            |    | 165,134               |   |
| Total other assets                                                   |   | 224,520            |    | 178,134               |   |
|                                                                 |   |               |    |                  |   |
| **Total  Assets**                                                    |   | $                  | 318,504 |                  | $      | 351,237 |   |
|                                                                 |   |               |    |                  |   |
| **LIABILITIES AND EQUITY**                                           |   |               |    |                  |   |
|                                                                 |   |               |    |                  |   |
| **Current  Liabilities**                                             |   |               |    |                  |   |
| Accounts payable                                                     |   | $                  | 155,175 |                  | $      | 74,171 |   |
| Other payables                                                       |   | 15,000             |    | 15,000                |   |
| Accrued  liabilities                                                 |   | 2,883              |    |                  |   |
| Total current  liabilities                                           |   | 173,058            |    | 89,171                |   |
|                                                                 |   |               |    |                  |   |
| **Commitments  and Contingencies**                                   |   |               |    |                  |   |
|                                                                 |   |               |    |                  |   |
| **Members’  Equity**                                            |   |               |    |                  |   |
| Member  contributions, net of costs related to capital contributions |   | 543,905            |    | 543,905               |   |
| Deficit  accumulated during development stage                        |   | (398,459           | )       | (281,839              | )      |
| Total members’  equity                                          |   | 145,446            |    | 262,066               |   |
|                                                                 |   |               |    |                  |   |
| **Total  Liabilities and Members’ Equity**                      |   | $                  | 318,504 |                  | $      | 351,237 |   |

 

See Notes to Unaudited FinancialStatements

 

4

----

 

**UNITEDWISCONSIN GRAIN PRODUCERS, LLC**

**(ADEVELOPMENT STAGE COMPANY)**

**STATEMENTSOF OPERATIONS (UNAUDITED)**

** **

** **
|                                                                                             |   | **Quarter Ended  March 31,  2003** |         | **Quarter Ended  March 31,  2002** |   | **From  Inception to  March 31, 2003** |   |
|--------------------------------------------------------------------------------------------------|--------|------------------------------------|--------------|------------------------------------|--------|----------------------------------------|--------|
|                                                                                             |   | **(Unaudited)**                    |         | **(Unaudited)**                    |   | **(Unaudited)**                        |   |
|                                                                                             |   |                               | ** **   |                               |   |                                   |   |
| **Revenues**                                                                                     |   | **$**                              | **—**   | ** **                         | $      | —                                 |   | $ | — |   |
|                                                                                             |   |                               | ** **   |                               |   |                                   |   |
| **Operating  Expenses**                                                                          |   |                               | ** **   |                               |   |                                   |   |
| Project  coordinator                                                                             |   | **6,990**                          | ** **   | 15,000                             |   | 53,241                                 |   |
| Organization costs                                                                               |   | **9,841**                          | ** **   | 9,370                              |   | 48,565                                 |   |
| Consulting and  professional fees                                                                |   | **22,130**                         | ** **   | 36,635                             |   | 199,291                                |   |
| Administrative                                                                                   |   | **78,086**                         | ** **   | 11,357                             |   | 118,764                                |   |
| Totals                                                                                           |   | **117,047**                        | ** **   | 72,362                             |   | 419,861                                |   |
|                                                                                             |   |                               | ** **   |                               |   |                                   |   |
| **Operating  Loss**                                                                              |   | **(117,047**                       | **)**        | (72,362                            | )      | (419,861                               | )      |
|                                                                                             |   |                               | ** **   |                               |   |                                   |   |
| **Other  Income**                                                                                |   |                               | ** **   |                               |   |                                   |   |
| Interest                                                                                         |   | **427**                            | ** **   | 1,453                              |   | 4,627                                  |   |
| Miscellaneous                                                                                    |   |                               | ** **   |                               |   | 16,775                                 |   |
| Total other income                                                                               |   | **427**                            | ** **   | 1,453                              |   | 21,402                                 |   |
|                                                                                             |   |                               | ** **   |                               |   |                                   |   |
| **Net  Loss**                                                                                    |   | **$**                              | **(116,620** | **)**                              | $      | (70,909                                | )      | $ | (398,459 | ) |
|                                                                                             |   |                               | ** **   |                               |   |                                   |   |
| **Net  Loss Per Unit**(1,280, 1,408 and 1,322 weighted average units  outstanding, respectively) |   | **$**                              | **(91.11**   | **)**                              | $      | (50.36                                 | )      | $ | (301.41 | ) |

 

See Notes to UnauditedFinancial Statements

 

5

----

 

**UNITEDWISCONSIN GRAIN PRODUCERS, LLC**

**(ADEVELOPMENT STAGE COMPANY)**

**STATEMENTSOF CHANGES IN MEMBERS’ EQUITY (UNAUDITED)**

** **
| **Balance  - November 2, 2001**                                                              |   | $        | —  |   |
|----------------------------------------------------------------------------------------------|--------|----------|---------|--------|
|                                                                                         |   |     |    |
| Initial capital  contributions, December 4, 2001 for 235 membership units at $500 per unit   |   | 117,500  |    |
|                                                                                         |   |     |    |
| Net loss for the  period from November 2, 2001 (Date of Inception) through December 31, 2001 |   | (26,964  | )       |
|                                                                                         |   |     |    |
| **Balance  - December 31, 2001**                                                             |   | 90,536   |    |
|                                                                                         |   |     |    |
| Capital  contributions, January 4, 2002 for 485 membership units at $1,000 per unit          |   | 485,000  |    |
|                                                                                         |   |     |    |
| Costs related to  capital contributions                                                      |   | (23,595  | )       |
|                                                                                         |   |     |    |
| Membership unit  redemption, October 16, 2002 of 160 membership units at $218.75 per unit    |   | (35,000  | )       |
|                                                                                         |   |     |    |
| Net loss for the  year ended December 31, 2002                                               |   | (254,875 | )       |
|                                                                                         |   |     |    |
| **Balance  - December 31, 2002**                                                             |   | 262,066  |    |
|                                                                                         |   |     |    |
| Net loss for the  three months ended March 31, 2003                                          |   | (116,620 | )       |
|                                                                                         |   |     |    |
| **Balance  - March 31, 2003**                                                                |   | $        | 145,446 |   |

 

See Notes to UnauditedFinancial Statements

 

6

----

 

**UNITEDWISCONSIN GRAIN PRODUCERS, LLC**

**(ADEVELOPMENT STAGE COMPANY)**

**STATEMENTSOF CASH FLOWS (UNAUDITED)**

 
|                                                               |   | **Quarter Ended  March 31,  2003** |         | **Quarter Ended  March 31,  2002** |       | **From  Inception to  March 31, 2003** |       |
|--------------------------------------------------------------------|--------|------------------------------------|--------------|------------------------------------|------------|----------------------------------------|------------|
|                                                               |   | **(Unaudited)**                    |         | **(Unaudited)**                    |       | **(Unaudited)**                        |       |
|                                                               |   |                               |         |                               |       |                                   |       |
| **Cash  Flows from Operating Activities**                          |   |                               | ** **   |                               |       |                                   |       |
| Net loss                                                           |   | **$**                              | **(116,620** | **)**                              | $          | (70,909                                | )          | $ | (398,459 | ) |
| Adjustments to  reconcile net loss to net cash used in operations: |   |                               | ** **   |                               |       |                                   |       |
| Depreciation                                                       |   | **62**                             | ** **   |                               |       | 103                                    |       |
| Prepaid expenses                                                   |   | **3,751**                          | ** **   | (5,000                             | )          | (4,374                                 | )          |
| Interest  receivable                                               |   |                               |         | (123                               | )          |                                   |       |
| Other payable                                                      |   |                               | ** **   | 5,500                              |       |                                   |       |
| Accounts payable                                                   |   | **67,211**                         | ** **   | 47,637                             |       | 116,925                                |       |
| Accrued  liabilities                                               |   | **2,883**                          | ** **   |                               |       | 2,883                                  |       |
| Net cash used in  operating activities                             |   | **(42,713**                        | **)**        | (22,895                            | )          | (282,922                               | )          |
|                                                               |   |                               | ** **   |                               |       |                                   |       |
| **Cash  Flows from Investing Activities**                          |   |                               | ** **   |                               |       |                                   |       |
| Capital  expenditures                                              |   |                               |         |                               |       | (1,240                                 | )          |
| Deposits on land                                                   |   |                               |         | (5,113                             | )          | (13,000                                | )          |
| Net cash used in  investing activities                             |   |                               |         | (5,113                             | )          | (14,240                                | )          |
|                                                               |   |                               | ** **   |                               |       |                                   |       |
| **Cash  Flows from Financing Activities**                          |   |                               | ** **   |                               |       |                                   |       |
| Member  contributions                                              |   |                               | ** **   | 485,000                            |       | 602,500                                |       |
| Payments for costs  of raising capital                             |   | **(32,593**                        | **)**        | (4,827                             | )          | (196,865                               | )          |
| Payments for  membership unit redemption                           |   |                               |         |                               |       | (20,000                                | )          |
| Net cash (used in)  from financingactivities                       |   | **(32,593**                        | **)**        | 480,173                            |       | 385,635                                |       |
|                                                               |   |                               | ** **   |                               |       |                                   |       |
| **Net  Increase (Decrease) in Cash**                               |   | **(75,306**                        | **)**        | 452,165                            |       | 88,473                                 |       |
|                                                               |   |                               | ** **   |                               |       |                                   |       |
| **Cash  –**  Beginning of Period                              |   | **163,779**                        | ** **   | 72,756                             |       |                                   |       |
|                                                               |   |                               | ** **   |                               |       |                                   |       |
| **Cash  –**  End of Period                                    |   | **$**                              | **88,473**   | ** **                         | $          | 524,921                                |       | $ | 88,473 |   |
|                                                               |   |                               | ** **   |                               |       |                                   |       |
| **Noncash  Investing and Financing Activities**                    |   |                               | ** **   |                               | ** ** |                                   | ** ** |
|                                                               |   |                               | ** **   |                               |       |                                   |       |
| Costs of raising  capital in accounts payable                      |   | $                                  | 38,250       | ** **                         | $          | 27,806                                 |       | $ | 38,250 |   |
|                                                               |   |                               | ** **   |                               |       |                                   |       |
| Membership units  redeemed through issuance of other payable       |   | $                                  | 15,000       | ** **                         |       |                                   |       | $ | 15,000 |   |

 

See Notes to UnauditedFinancial Statements

 

7

----

 

**UNITEDWISCONSIN GRAIN PRODUCERS, LLC**

**(ADEVELOPMENT STAGE COMPANY)**

**NOTES TOUNAUDITED FINANCIAL STATEMENTS**

 

The statements included herein have been prepared by the company,without audit, pursuant to the rules and regulations of the Securities andExchange Commission, and reflect all adjustments which are, in the opinion ofmanagement, necessary to a fair presentation of the financial statements for theinterim 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).

 

**NOTE****1 – SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES**

 

*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 of March 31, 2003,the Company is in the development stage with its efforts being principallydevoted to organizational and project feasibility activities.

 

*Fiscal ReportingPeriod*

 

The Company has adopted a fiscal year ending December 31 for reportingfinancial operations.

 

*Accounting Estimates*

 

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

 

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

 

*Cash*

 

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

 

*Equipment*

 

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

 

8

----

 

*Deposits on Land*

 

The Company has made depositson land options for 59 or 115 acres for its facility. If the Company purchasesthese parcels, the deposits will be applied to the payment of $236,000 or$1,000,000, respectively.  If theseoptions expire or management does not intend to execute the options, thedeposits will be written off when such a determination is made.  These costs have been stated at the lower ofcost or estimated fair value.  At March31, 2003, the total of all deposits on land is $13,000.

 

*Deferred Offering Costs*

 

The Company defers the costs incurred to raise equity financing untilthat financing occurs.  At such timethat the issuance of new equity units occurs, these costs will be nettedagainst the proceeds received; or if the financing does not occur, they will beexpensed.

 

*Grants*

 

The Company will recognize grant income as other income forreimbursement of expenses incurred upon complying with the conditions of thegrant.  For reimbursements of capitalexpenditures, the grants are recognized as a reduction of the basis of theasset upon complying with the conditions of the grant.

 

*Income Taxes*

 

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

 

**NOTE 2 -****DEVELOPMENT STAGE ENTERPRISE**

 

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

 

Effective April 1, 2002, the720 units purchased by the founding members and seed capital investors weresplit on a two-for-one basis resulting in 1,440 shares outstanding.

 

Effective October 16, 2002, the Company redeemed a total of 160 unitsfrom 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.  At March 31,2003, the Company has 1,280 units outstanding.

 

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

 

**NOTE 3 –MEMBERS’ EQUITY**

 

As specified in the Company’soperating agreement, the Company will have one class of membership units. TheCompany is authorized to issue 28,000 membership units. The Company has filed aRegistration Statement on Form SB-2 with the Securities and Exchange Commission(SEC).  As of May 14, 2003, theRegistration Statement has

 

9

----

 

been declared effective.  No membership units have been sold otherthan the units described in Note 2.  Theoffering will be for a maximum of 27,500 units which will be available for saleat $1,000 per unit.  Should the Companynot raise the minimum of $19,250,000 through the offering, the capital raisedthrough the offering will be returned to the respective investors.  If the offering is highly effective, theCompany will have to obtain the approval of its members to issue units inexcess of 28,000 units the Company is authorized to issue.

 

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

 

**NOTE 4 –RELATED PARTY TRANSACTIONS**

 

As of March 31, 2003, the Company had incurred $19,375 in projectcoordinator fees, $8,375 of which is included in accounts payable, to threecurrent members and one former member.

 

As of March 31, 2003, theCompany has also incurred $12,271 in director fees and related expense, ofwhich is all included in accounts payable, to six current members.

 

**NOTE 5 –COMMITMENTS AND CONTINGENCIES**

 

If the Company raises themaximum amount of equity financing, they anticipate raising approximately $29.3million in senior debt financing with specific terms to be negotiated.  In addition to the debt financing, theCompany is seeking approximately $0.6 million of state government grants.

 

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

 

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 March 31, 2003, the Company has incurred approximately $172,000 incosts related to this agreement that are included in professional fees, ofwhich approximately $50,000 is included in accounts payable at March 31, 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 March 31, 2003, theCompany has incurred $9,580 of these costs, of which $6,380 is included inaccounts payable.

 

In April 2002, the Company executed aconsulting agreement with a firm that is engaged to assist the Company in itsequity marketing efforts and securing debt financing.  The Company paid the consulting firm a maximum of $3,000 permonth, until the Company was legally authorized to sell its member units, atwhich time the fees increased to a maximum of $6,000 per month.  In addition, if the Company is able to raisethe necessary amount of equity and receive a binding commitment from aprospective lender to provide the remaining financing, the Company will pay aone-time bonus of $75,000 to the consulting firm.  At March 31, 2003, the Company has incurred costs of $24,070relating to this agreement, of which $4,998 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 March 31, 2003, the Company hasincurred $6,000 of these costs, of which $3,000 is included in accountspayable.

 

10

----

 

In March 2003, the Company executed acontract with an insurance consulting firm. The estimated commitment for this agreement is $9,000.  As of March 31, 2003, the Company hasincurred $2,250 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.

 

**NOTE 6 –SUBSEQUENT EVENT**

 

In May 2003, the Companyexecuted a new revolving bank line of credit. The new agreement permits theCompany to borrow up to $220,000 at the floating one-month LIBOR rate ofinterest plus 3%. The borrowings on the line are due in May 2004. The line issecured by certain assets of the Company. In addition, the line is guaranteedby members of the Board of Directors of the Company and their spouses.

 

11

----

 

**Item 2.   ****Management’s Discussion and Analysisand Plan of Operations**

 

This reportcontains forward-looking statements that involve future events, our futureperformance and our expected future operations and actions.  In some cases you can identifyforward-looking statements by the use of words such as “may,” “should,”“anticipate,” “believe,” “expect,” “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, completelyand with the understanding that our actual future results may be materiallydifferent from what we currently expect. We qualify all of our forward-looking statements by these cautionarystatements.

 

**Overview**

 

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

 

We filed aRegistration Statement on Form SB-2 (SEC Registration No. 333-92188), as amended, with theSecurities and Exchange Commission, which became effective on May 14, 2003 (the“Registration Statement”) for an initial public offering of our units (the“Offering”).  Depending on the resultsof the Offering, we expect that the project will cost approximately $57,425,000.  We have raised approximately $602,500 in seed capital, and planto raise a minimum of $19,250,000 and a maximum of $27,500,000 in the Offeringand secure the balance through federal, state and local grants and debtfinancing.  We will require asignificant amount of debt financing to complete our project.  The amount of debt financing that we needdepends on the amount of equity we raise in the Offering and whether we receiveall of our grant proceeds.  We havecontacted and have had limited discussions with prospective lenders, but haveno agreement with any lender for the debt financing that we need.  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 thatit will take approximately 14 to 16 months from the date we close the Offeringto construct the ethanol plant and commence start-up operations.  We do not intend to hire a sales staff tomarket our products.  We plan to engagethird party distributors to market or purchase our ethanol and distillersgrains.  We have entered intodiscussions with third party distributors to market our ethanol, but have notexecuted any agreement with any distributor for our ethanol or 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.

 

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

 

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

 

*Plan of Operations Before Completion ofOffering*

 

Before wecomplete 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 

 

12

----

 

debt financing and negotiatingcorn supply, utility and other contracts. We plan to fund these initiativesprimarily through use of the $602,500 of seed capital we raised through ourNovember 2001 and January 2002, private placement.

 

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

 

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

 

We currentlyhave one full-time employee engaged in these preliminary matters.  We do not anticipate hiring any additionalemployees related to the ethanol plant operations until approximately sixmonths before completion of plant construction and commencement of plantoperations. We believe that our existing funds will permit us to continue ourpreliminary activities through May 14, 2004. In the event our existing fundsare insufficient to fund our preliminary activities, we intend to obtaininterim or short-term debt financing, which may include an operating line ofcredit. If we are unable to close on the Offering by that time or otherwiseobtain other funds, we may need to discontinue operations.

 

*Plan of Operations After Completion of Offering and Before Receipt ofDebt Financing Funds*

 

We will notclose on the Offering until we receive subscriptions and proceeds for the minimumamount offered ($19,250,000) and secure a written debt financing commitment forthe debt financing that we need ranging from a minimum of $29,315,000 to amaximum of $37,565,000 depending on the level of equity raised and assuminggrant funding of $610,000 is received. However, a written commitment onlyobligates the lender to lend us the debt financing that we need if we satisfyall the conditions of the commitment. These conditions may include, amongothers, the total cost of the project being within a specified amount, thereceipt of engineering and construction contracts acceptable to the lender,evidence of the issuance of all permits, acceptable insurance coverage andtitle commitment, the contribution of a specified amount of equity and attorneyopinions. At this time, we do not know what business and financial conditionswill be imposed on us. We may not satisfy the loan commitment conditions beforeclosing, or at all. If this occurs we may:

 

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

 

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

 

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

 

*Plan of Operations After Completion of Offering and Receipt of DebtFinancing*

 

We plan tobuild our plant insouth central Wisconsin in the Columbia County township of Randolph, justoutside the village of Friesland. The site is located within three miles ofUnited States Interstate 90/94 and within one-half mile of the state highway 33and two miles east of state highway 73. The Union Pacific Railroad providesrail service to the site. We have identified other potential sites in southcentral Wisconsin. Our board of directors reserves the right to select adifferent site in Wisconsin to construct the plant if it believes that doing sowould be

 

13

----

 

better for our business. Weexpect to commence construction, depending upon the season and the weather,approximately 60 days after we release funds from escrow.

 

We expect tocomplete construction of the proposed plant and commence operationsapproximately 14 to 16 months after construction commences. Our work willinclude completion of the final design and development of the plant. We alsoplan to negotiate and executed finalized contracts concerning the constructionof the plant, 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 $57,425,000 to construct the plant and coverall capital expenditures necessary to complete the project, make the plantoperational and produce revenue.

 

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

 

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

 

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

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

 

14

----

 

**Liquidityand Capital Resources**

 

As of March31, 2003, we had cash of $88,473 and total assets of $318,504.  Our total assets include $211,520 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 March 31, 2003, we had currentliabilities of $173,058, which consists primarily of our accounts payable.  Since our inception through March 31, 2003,we have an accumulated deficit of $398,459. Total members’ equity as of March 31, 2003 was $145,446.  Since our inception, we have generated norevenue from operations.

 

We are seekingto raise a minimum of $19,250,000 and a maximum of $27,500,000 in the Offering.Depending on the results of the Offering, we believe that the project will costa total of approximately $57,425,000. We plan to finance the project with seed capital, proceeds from theOffering, government grants and debt financing.

 

15

----

 

The amount of debt financingthat we need depends on the results of the Offering and whether we receive allof our anticipated grant proceeds.  We expect the debt financing torange from a minimum of $29,315,000 to a maximum of $37,565,000 assuming weobtain grants totaling $610,000.  Wehave no commitments for the debt financing that we need or for any additionalgrants.  Completion of the proposedethanol plant depends on our ability to close on our debt financing and satisfyall conditions for breaking escrow and closing on the Offering.

 

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

 

**Administration**

 

We currentlyhave an office staff comprised of one full-time employee.  The staff is dedicated to coordinating ourcampaign to complete our equity drive and to complying with state and federalregulations in the process.  We are alsodependent on our board of directors to maintain our books and records.  These individuals are ultimately responsiblefor complying with the rules and regulations promulgated under the Securitiesand Exchange Act of 1934 concerning the maintenance of accurate books andrecords, and the timely submission of periodic reports and other requirementswith the Securities and Exchange Commission.

 

**OperatingExpenses**

 

When theethanol plant nears completion, we expect to incur various operating expenses,such as supplies, utilities and salaries for administration and productionpersonnel.  Along with operating expenses,we anticipate that we will have significant expenses relating to financing andinterest.  We have allocated funds inour capital structure for these expenses, but cannot assure you that the fundsallocated will be sufficient to cover these expenses.  We may need additional funding to cover these costs if sufficientfunds are not available or if costs are higher than expected.

 

**Employees**

 

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

 

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

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

 

16

----

 

**Item 3.    Controls and Procedures**

 

(a)           Evaluation of Disclosure Controls andProcedures.

 

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

 

(b)           Changes in Internal Controls.

 

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

 

**PART II.                OTHER INFORMATION**

**Item 1.    Legal Proceedings**

 

None.

 

**Item 2.    Changes in Securities**

 

As of March31, 2003, our registration statement was not yet effective and we had not yetregistered any of our units.  TheSecurities and Exchange Commission declared our Registration Statement on FormSB-2 (SEC Registration 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 assistance ofan underwriter.  We do not pay our officersor directors any compensation for services related to the offer or sale of theunits.

 

We registereda total of 27,500 units with an aggregate gross offering price of $27,500,000,or $1,000.00 per unit.  We intend toclose the Offering on May 14, 2004. From the effective date of our registration statement on May 14, 2003 toJune 24, 2003, we have received subscriptions for approximately 4,334 units, oran aggregate of $4,334,000 of subscription payments in the form of cash andnotes.  We are depositing allsubscription payments from the Offering in an escrow account.  We have not yet met the conditions tobreaking escrow and therefore have not completed the sale of any of the unitssubscribed.  We will not break escrowand complete the sale of any of the units subscribed for until we satisfy thefollowing conditions:

 

•                                          thesubscription proceeds in the escrow account equals or exceeds $19.25 million(exclusive of interest);

•                                          weobtain a written debt financing commitment sufficient to carry out our businessplan; and

•                                          weelect, in writing, to terminate the escrow agreement.

 

For the period detailed by this report, we did not receive or use anynet offering proceeds.

 

**Item 3.    Defaults Upon Senior Securities**

 

None.

 

**Item 4.    Submission of Matters to a Vote ofSecurity Holders**

 

None.

 

17

----

 

**Item 5.    Other Information**

 

On May 23,2003, we obtained an operating line of credit of up to $220,000 from M&IBank in Watertown, Wisconsin.  Theoperating line is personally guaranteed by all of our board members and theirspouses.

 

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

 
| (a)    | The  following exhibits are included herein: |
|--------|----------------------------------------------|
|   |                                         |   |
|   | 99.1                                         | Certificate  Pursuant to 18 U.S.C. § 1350 |
|   | 99.2                                         | Certificate  Pursuant to 18 U.S.C. § 1350 |
|   |                                         |   |
| (b)    | Reports on  Form 8-K.                        |
|   |                                         |   |
|   | None.                                        |
|   |                                         |   |

** **

**SIGNATURES**

 

In accordancewith the requirements of the Exchange Act, the registrant caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

 

 
|   | UNITED WISCONSIN GRAIN  PROCESSORS, LLC                 |
|--------|---------------------------------------------------------|
|   |
|   |
| Date:  | June 27, 2003                                           |   | /s/ Kevin  M. Roche |
|   | Kevin M. Roche                                          |   |
|   | President  (Principal Executive Officer)                |
|   |                                                    |
|   |                                                    |
| Date:  | June 27, 2003                                           |   | /s/ Robert  J. Miller |
|   | Robert J.  Miller                                       |
|   | Treasurer  (Principal Financial and Accounting Officer) |

 

18

----

 

**CERTIFICATIONS**

 

I, Kevin M. Roche, certify that:

 

1.              Ihave reviewed this quarterly report on Form 10-QSB of United Wisconsin GrainProcessors, LLC;

 

2.                                       Basedon my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterly report;

 

3.                                       Based on my knowledge, the financialstatements, and other financial information included in this quarterly report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this quarterly report;

 

4.                                       The registrant’s other certifying officersand I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-14 and 15d-14) for the registrant and have:

 

a)                                   designedsuch disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this quarterly report is being prepared;

 

b)                                  evaluatedthe effectiveness of the registrant’s disclosure controls and procedures as ofa date within 90 days prior to the filing date of this quarterly report (the“Evaluation Date”); and

 

c)                                   presentedin this quarterly report our conclusions about the effectiveness of thedisclosure controls and procedures based on our evaluation as of the EvaluationDate;

 

5                                        The registrant’s other certifying officersand I have disclosed, based on our most recent evaluation, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent functions):

 

a)                                   all significant deficiencies in the design oroperation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and haveidentified for the registrant’s auditors any material weaknesses in internalcontrols; and

 

b)                                  any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls; and

 

6.                                     The registrant’s other certifying officersand I have indicated in this quarterly report whether or not there weresignificant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 

 
| Date:  | June 27, 2003 |   | /s/ Kevin M. Roche |
|--------|---------------|--------|--------------------|
|   | President     |

 

19

----

 

I, Robert J. Miller, certify that:

 

1.             I have reviewed this quarterly report on Form 10-QSB ofUnited Wisconsin Grain Processors, LLC;

 

2.                                     Based on my knowledge, this quarterly reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report;

 

3.                                     Based on my knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this quarterly report;

 

4.                                     The registrant’s other certifying officersand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrantand have:

 

a)                                   designed such disclosure controls andprocedures to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly reportis being prepared;

 

b)                                  evaluated the effectiveness of theregistrant’s disclosure controls and procedures as of a date within 90 daysprior to the filing date of this quarterly report (the “Evaluation Date”); and

 

c)                                   presented in this quarterly report ourconclusions about the effectiveness of the disclosure controls and proceduresbased on our evaluation as of the Evaluation Date;

 

5.                                     The registrant’s other certifying officersand I have disclosed, based on our most recent evaluation, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent functions):

 

a)                                   all significant deficiencies in the design oroperation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and haveidentified for the registrant’s auditors any material weaknesses in internalcontrols; and

 

b)                                  any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls; and

 

6.                                     The registrant’s other certifying officersand I have indicated in this quarterly report whether or not there weresignificant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 
| Date:  | June 27, 2003 |   | /s/ Robert J.  Miller |
|--------|---------------|--------|-----------------------|
|   | Treasurer     |

 

20

----