**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-QSB**

 

**ý****   Quarterlyreport under Section 13 or 15(d) of the Securities Exchange Act of 1934.**

 

**Forthe quarterly period ended March 31, 2004**

 

**OR**

 

**o****   Transition report under Section 13 or15(d) of the Exchange Act.**

 

**Forthe transition period from                 to                    .**

 

**COMMISSIONFILE NUMBER 333-92188**

**UNITED WISCONSIN GRAIN PRODUCERS, LLC**

(Exact name of small business issuer asspecified in its charter)

 

| **Wisconsin**                                                       |   | **39-2032455**                            |
|---------------------------------------------------------------------|--------|-------------------------------------------|
| **(State or other jurisdiction of  incorporation or organization)** |   | **(I.R.S. Employer Identification  No.)** |
|                                                                |   |                                      |
| **W1231 Tessman Road, Cambria, Wisconsin  53923**                   |
| (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 (orfor such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90days.                      ý Yes          o  No

 

State the number of shares outstanding for each of the issuer’s classesof common equity as of the latest practicable date:  As of May 14, 2004, there were 28,780 units outstanding.

 

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

 

 

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**INDEX**

 
| **PART I.**    | **FINANCIAL  INFORMATION** |                                                                  |
|----------------|----------------------------|-----------------------------------------------------------------------|
|           |                       |                                                                  |
|           | **Item 1.**                | **Financial  Statements**                                             |   |
|           | **Item 2.**                | **Management’s  Discussion And Analysis And Plan Of Operations** |   |
|           | **Item 3.**                | **Controls  And Procedures**                                          |   |
|           |                       |
| **PART II.**   | **OTHER  INFORMATION**     |                                                                  |
|           |                       |
|           | **Item 1.**                | **Legal  Proceedings**                                                |   |
|           | **Item 2.**                | **Changes In Securities**                                             |   |
|           | **Item  3.**               | **Defaults Upon Senior  Securities**                                  |   |
|           | **Item 4.**                | **Submission  Of Matters To A Vote Of Security Holders**              |   |
|           | **Item 5.**                | **Other  Information**                                                |   |
|           | **Item  6.**               | **Exhibits And Reports  On Form 8-K**                                 |   |
|           |                       |
| **SIGNATURES** |                       |
|                |                            |                                                                       |  |  |

 

2

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# **PARTI.** FINANCIAL INFORMATION

 

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

 

**UNITEDWISCONSIN GRAIN PRODUCERS, LLC**

(A Development StageCompany)

 

Condensed Balance Sheet

 
| **ASSETS**                    |   | **March 31,  2004** |       |
|-------------------------------|--------|--------------------------|------------|
|                          |   | **(Unaudited)**          |       |
| **Current Assets**            |   |                     |       |
| Cash and cash equivalents     |   | $                        | 14,871,098 |   |
| Grant receivable              |   | 12,531                   |       |
| Prepaid expenses              |   | 2,200                    |       |
| Total current assets          |   | 14,885,829               |       |
|                          |   |                     |       |
| **Equipment**                 |   |                     |       |
| Land                          |   | 720,289                  |       |
| Office equipment              |   | 11,439                   |       |
| Construction in process       |   | 13,145,436               |       |
| Total property and equipment  |   | 13,877,164               |       |
| Less accumulated depreciation |   | (1,465                   | )          |
| Net equipment                 |   | 13,875,699               |       |
|                          |   |                     |       |
| **Other Assets**              |   |                     |       |
| Debt issuance costs           |   | 486,357                  |       |
| Total other assets            |   | 486,357                  |       |
|                          |   |                     |       |
| **Total Assets**              |   | $                        | 29,247,885 |   |

 

Notesto Condensed Financial Statements are an integral part of this Statement.

 

3

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**UNITED WISCONSIN GRAIN PRODUCERS, LLC**

(A Development StageCompany)

 

Condensed Balance Sheet

 
| **LIABILITIES AND EQUITY**                                                                                |   | **March 31,  2004** |       |
|-----------------------------------------------------------------------------------------------------------|--------|--------------------------|------------|
|                                                                                                      |   | **(Unaudited)**          |       |
| **Current Liabilities**                                                                                   |   |                     |       |
| Note payable                                                                                              |   | $                        | 72,002     |   |
| Current maturities of long-term debt                                                                      |   | 1,586                    |       |
| Accounts payable                                                                                          |   | 168,305                  |       |
| Construction accounts payable                                                                             |   | 3,487,559                |       |
| Accrued liabilities                                                                                       |   | 3,382                    |       |
| Total current liabilities                                                                                 |   | 3,732,834                |       |
|                                                                                                      |   |                     |       |
| **Commitments and  Contingencies**                                                                        |   |                     |       |
|                                                                                                      |   |                     |       |
| **Long-Term Debt,  less current maturities**                                                              |   | 1,998                    |       |
|                                                                                                      |   |                     |       |
| **Members’ Equity**                                                                                  |   |                     |       |
| Member contributions, net of costs related  to capital contributions, 27,519 units at March 31, 2004 |   | 26,428,383               |       |
| Deficit accumulated during development  stage                                                             |   | (915,330                 | )          |
| Total members’ equity                                                                                |   | 25,513,053               |       |
|                                                                                                      |   |                     |       |
| **Total Liabilities  and Members’ Equity**                                                           |   | $                        | 29,247,885 |   |

 

Notes to Condensed Financial Statements arean integral part of this Statement.

 

4

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**UNITEDWISCONSIN GRAIN PRODUCERS, LLC**

(ADevelopment Stage Company)

 

CondensedStatements of Operations

 
|                                                                                             |   | **Quarter Ended  March 31,  2004** |         | **Quarter Ended  March 31,  2003** |   | **Date of  Inception to  March 31, 2004** |   |
|--------------------------------------------------------------------------------------------------|--------|-----------------------------------------|--------------|-----------------------------------------|--------|------------------------------------------------|--------|
|                                                                                             |   | **(Unaudited)**                         |         | **(Unaudited)**                         |   | **(Unaudited)**                                |   |
|                                                                                             |   |                                    |         |                                    |   |                                           |   |
| **Revenues**                                                                                     |   | **$**                                   | **—**   | ** **                              | $      | —                                         |   | $ | — |   |
|                                                                                             |   |                                    | ** **   |                                    |   |                                           |   |
| **Operating Expenses**                                                                           |   |                                    | ** **   |                                    |   |                                           |   |
| Project coordinator                                                                              |   | **35,750**                              | ** **   | 6,990                                   |   | 146,973                                        |   |
| Organization costs                                                                               |   | **—**                              | ** **   | 9,841                                   |   | 59,271                                         |   |
| Consulting and professional fees                                                                 |   | **75,214**                              | ** **   | 22,130                                  |   | 412,392                                        |   |
| Administrative                                                                                   |   | **61,734**                              | ** **   | 78,086                                  |   | 422,566                                        |   |
| Totals                                                                                           |   | **172,698**                             | ** **   | 117,047                                 |   | 1,041,202                                      |   |
|                                                                                             |   |                                    | ** **   |                                    |   |                                           |   |
| **Operating Loss**                                                                               |   | **(172,698**                            | **)**        | (117,047                                | )      | (1,041,202                                     | )      |
|                                                                                             |   |                                    | ** **   |                                    |   |                                           |   |
| **Other Income**                                                                                 |   |                                    | ** **   |                                    |   |                                           |   |
| Grants                                                                                           |   | **24,218**                              | ** **   | —                                  |   | 24,218                                         |   |
| Interest                                                                                         |   | **37,902**                              | ** **   | 427                                     |   | 83,772                                         |   |
| Interest expense                                                                                 |   | **(788**                                | **)**        | —                                  |   | (3,793                                         | )      |
| Miscellaneous                                                                                    |   | **—**                              | ** **   | —                                  |   | 21,675                                         |   |
| Total other income                                                                               |   | **61,332**                              | ** **   | 427                                     |   | 125,872                                        |   |
|                                                                                             |   |                                    | ** **   |                                    |   |                                           |   |
| **Net Loss**                                                                                     |   | **$**                                   | **(111,366** | **)**                                   | $      | (116,620                                       | )      | $ | (915,330 | ) |
|                                                                                             |   |                                    | ** **   |                                    |   |                                           |   |
| **Net Loss Per Unit**(26,826,  1,280 and 6,180 weighted average units outstanding, respectively) |   | **$**                                   | **(4.15**    | **)**                                   | $      | (91.11                                         | )      | $ | (148.11 | ) |

 

Notes to Condensed Financial Statements are anintegral part of this Statement.

 

5

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**UNITED WISCONSIN GRAIN PRODUCERS,LLC**

(ADevelopment Stage Company)

 

CondensedStatements of Cash Flows

 
|                                                               |   | **Quarter Ended  March 31, 2004** |           | **Quarter Ended  March 31, 2003** |   | **Date of  Inception to  March 31, 2004** |   |
|--------------------------------------------------------------------|--------|----------------------------------------|----------------|----------------------------------------|--------|------------------------------------------------|--------|
|                                                               |   | **(Unaudited)**                        |           | **(Unaudited)**                        |   | **(Unaudited)**                                |   |
| **Cash Flows from  Operating Activities**                          |   |                                   |           |                                   |   |                                           |   |
| Net loss                                                           |   | **$**                                  | **(111,366**   | **)**                                  | $      | (116,620                                       | )      | $ | (915,330 | ) |
| Adjustments to reconcile net loss to net  cash used in operations: |   |                                   | ** **     |                                   |   |                                           |   |
| Depreciation                                                       |   | **352**                                | ** **     | 62                                     |   | 1,465                                          |   |
| Grant income                                                       |   | **(24,218**                            | **)**          | —                                 |   | (24,218                                        | )      |
| Deposit on expired land option                                     |   | **3,000**                              | ** **     | —                                 |   | 3,000                                          |   |
| Current assets:                                                    |   |                                   | ** **     |                                   |   |                                           |   |
| Prepaid expenses                                                   |   | **2,901**                              | ** **     | 3,751                                  |   | (2,200                                         | )      |
| Current liabilities:                                               |   |                                   | ** **     |                                   |   |                                           |   |
| Accounts payable                                                   |   | **43,483**                             | ** **     | 67,211                                 |   | 120,667                                        |   |
| Accrued liabilities                                                |   | **(5,827**                             | **)**          | 2,883                                  |   | 3,382                                          |   |
| Net cash used in operating activities                              |   | **(91,675**                            | **)**          | (42,713                                | )      | (813,234                                       | )      |
|                                                               |   |                                   | ** **     |                                   |   |                                           |   |
| **Cash Flows from  Investing Activities**                          |   |                                   | ** **     |                                   |   |                                           |   |
| Land                                                               |   | **(541**                               | **)**          | —                                 |   | (710,289                                       | )      |
| Capital expenditures                                               |   | **—**                             | ** **     | —                                 |   | (1,240                                         | )      |
| Capital expenditures for construction in  progress                 |   | **(6,653,400**                         | **)**          | —                                 |   | (9,565,532                                     | )      |
| Deposits on land                                                   |   | **—**                             | ** **     | —                                 |   | (13,000                                        | )      |
| Net cash used in investing activities                              |   | **(6,653,941**                         | **)**          | —                                 |   | (10,290,061                                    | )      |
|                                                               |   |                                   | ** **     |                                   |   |                                           |   |
| **Cash Flows from  Financing Activities**                          |   |                                   | ** **     |                                   |   |                                           |   |
| Proceeds from grant                                                |   | **11,687**                             | ** **     | —                                 |   | 11,687                                         |   |
| Member contributions                                               |   | **1,914,000**                          | ** **     | —                                 |   | 26,841,500                                     |   |
| Payments for costs of raising capital                              |   | **—**                             | ** **     | (32,593                                | )      | (378,117                                       | )      |
| Payments on short-term notes                                       |   | **(20,343**                            | **)**          |                                   |   | (20,343                                        | )      |
| Payments on long-term debt                                         |   | **(414**                               | **)**          |                                   |   | (2,047                                         | )      |
| Payments for debt issuance costs                                   |   | **(423,287**                           | **)**          | —                                 |   | (443,287                                       | )      |
| Payments for membership unit redemption                            |   | **(15,000**                            | **)**          | —                                 |   | (35,000                                        | )      |
| Net cash from (used in) financing  activities                      |   | **1,466,643**                          | ** **     | (32,593                                | )      | 25,974,393                                     |   |
|                                                               |   |                                   | ** **     |                                   |   |                                           |   |
| **Net Increase  (Decrease) in Cash and Cash Equivalents**          |   | **(5,278,973**                         | **)**          | (75,306                                | )      | 14,871,098                                     |   |
|                                                               |   |                                   | ** **     |                                   |   |                                           |   |
| **Cash and Cash  Equivalents**– Beginning of Period           |   | **20,150,071**                         | ** **     | 163,779                                |   | —                                         |   |
|                                                               |   |                                   | ** **     |                                   |   |                                           |   |
| **Cash and Cash  Equivalents**– End of Period                 |   | **$**                                  | **14,871,098** | ** **                             | $      | 88,473                                         |   | $ | 14,871,098 |   |

 

Notes to Condensed Financial Statement are anintegral part of this Statement.

 

6

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|                                                         |   | **Quarter Ended  March 31,  2004** |      | **Quarter Ended  March 31,  2003** |   | **Date of  Inception to  March 31, 2004** |   |
|--------------------------------------------------------------|--------|-----------------------------------------|-----------|-----------------------------------------|--------|------------------------------------------------|--------|
|                                                         |   | **(Unaudited)**                         |      | **(Unaudited)**                         |   | **(Unaudited)**                                |   |
| **Supplemental Cash  Flow Information**                      |   |                                    |      |                                    |   |                                           |   |
|                                                         |   |                                    |      |                                    |   |                                           |   |
| Cash paid during the period for:                             |   |                                    |      |                                    |   |                                           |   |
| Interest                                                     |   | $                                       | 788       |                                    | $      | —                                         |   | $ | 3,793 |   |
|                                                         |   |                                    |      |                                    |   |                                           |   |
| **Noncash Investing  and Financing Activities**              |   |                                    |      |                                    |   |                                           |   |
|                                                         |   |                                    |      |                                    |   |                                           |   |
| Costs of raising capital in accounts  payable                |   | $                                       | —    |                                    | $      | 38,250                                         |   | $ | — |   |
|                                                         |   |                                    |      |                                    |   |                                           |   |
| Membership units redeemed through issuance  of other payable |   | $                                       | —    |                                    | $      | 15,000                                         |   | $ | — |   |
|                                                         |   |                                    |      |                                    |   |                                           |   |
| Capital expenditures funded by long-term  debt               |   | $                                       | —    |                                    |   |                                           | $      | 5,631 |   |
|                                                         |   |                                    |      |                                    |   |                                           |   |
| Construction in progress in accounts  payable                |   | $                                       | 3,487,559 |                                    | $      | —                                         |   | $ | 3,487,559 |   |
|                                                         |   |                                    |      |                                    |   |                                           |   |
| Construction in progress funded by notes  payable            |   | $                                       | 92,345    |                                    | $      | —                                         |   | $ | 92,345 |   |
|                                                         |   |                                    |      |                                    |   |                                           |   |
| Debt issuance costs in accounts payable                      |   | $                                       | 43,070    |                                    | $      | —                                         |   | $ | 43,070 |   |
|                                                         |   |                                    |      |                                    |   |                                           |   |
| Deposits applied for the purchase of land                    |   | $                                       | —    |                                    | $      | —                                         |   | $ | 10,000 |   |
|                                                         |   |                                    |      |                                    |   |                                           |   |
| Capital expenditures purchased by accounts  payable          |   | $                                       | 4,568     |                                    | $      | —                                         |   | $ | 4,568 |   |

 

Notes to Condensed Financial Statement are anintegral part of this Statement.

 

7

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**1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

 

Theaccompanying unaudited condensed financial statements have been preparedpursuant to the rules and regulations of the Securities and ExchangeCommission.  Certain information andfootnote disclosures normally included in annual financial statements preparedin accordance with accounting principles generally accepted in the UnitedStates of America have been condensed or omitted as permitted by such rules andregulations.  These financial statementsand related notes should be read in conjunction with the financial statementsand notes thereto included in the Company’s audited financial statements forthe year ended December 31, 2003, contained in the Company’s annual reporton Form 10-KSB/A for 2003.

 

In the opinion of management, the interim condensed financialstatements reflect all adjustments considered necessary for fairpresentation.  The adjustments made tothese statements consist only of normal recurring adjustments.

 

*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 Company intends to produce and sell distillersdried grains as a co-product of ethanol production.  The Company began construction of its ethanol plant inNovember 2003.  As ofMarch 31, 2004, the Company is in the development stage with its effortsprincipally devoted to construction activities.

 

*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.

 

*Deposits on Land*

 

Prior to2003, the Company made deposits on land options for 59 or 115 acres for itsfacility.  These costs have been statedat the lower of cost or estimated fair value. At March 31, 2004, there are no deposits on land.  The Company gave a notice of intent toexercise the option to purchase the 115 acres on September 22, 2003.  The closing will be done in two separatetransactions.  The real estate parcelexcluding the buildings was closed on October 16, 2003 for $700,000.  The Company paid $690,000 in cash andapplied a $10,000 deposit at the closing. The ten acres with the buildings will be closed on between June 4,2004 and June 30, 2004 for $300,000. The 59 acre land option expired on March 31, 2004 and the depositof $3,000 was written off.

 

*Grants*

 

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

 

*Recently Issued Accounting Pronouncements*

 

The Financial Accounting Standards Board (FASB) has issued StatementNo. 149, “Amendment of Statement 133 on Derivative Instruments and HedgingActivities.”  The Statement amends and clarifies accountingfor derivative instruments, including certain derivative instruments embeddedin other contracts, and for hedging activities under Statement 133.

 

The Financial Accounting Standards Board (FASB) has issued StatementNo. 150, “Accounting for Certain Financial Instruments with Characteristics ofboth Liabilities and Equity*.*” The Statement establishes standards for how an issuer classifies andmeasures certain financial instruments. 

 

Management does not expect the implementation of these pronouncementsto have a significant effect on the Company’s financial statements.

 

8

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**2.****              BANK FINANCING**

 

In September 2003, the Company executeda revolving bank line of credit.  Thenew agreement permits the Company to borrow up to $320,000 at the floatingone-month LIBOR rate of interest plus 3% and expires 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 March 31, 2004,there is no outstanding balance. 

 

On February 26, 2004 the Company closedon a construction loan from a financial institution.  The construction loan for $33,024,200 converts, within sixty dayspost construction upon certification of completion and attainment of theengineer’s production guarantee, into two loans with the first loan a$4,000,000 revolving loan and the second with a $29,024,200 term loan.  The term of the loans is five years with aten-year amortization.  The loancommitment offers a variable and fixed interest rate option.  The variable interest rate option has a variablebase rate determined by the percentage of members’ equity at a range from 275to 375 basis points.  The constructionperiod is 16 months from loan closing not to exceed 60 days from initial plantstart-up.  The fixed rate quote optionis subject to change weekly and is available at the conversion of theconstruction loan to the term loan.  Thefinal term facility can be segmented between a fixed portion and a variableportion.

 

The loan fees consist of underwriting fees,participation fee, and annual facility fee. The underwriting fees are $100,000 of which $20,000 was due, and waspaid, upon acceptance of the term sheet and $80,000 is due at loanclosing.  There was a 75 basis pointparticipation fee on the entire credit facility paid at loan closing totaling$247,682.  This fee will be shared prorata with the senior debt participants. There is an annual facility fee of $40,000 beginning at the conversionof the construction loan to the facility term note and upon each anniversaryfor four years.  If any of the seniordebt is prepaid, prepayment penalties of 3%, 2% and 1% of the prepaid principalwill apply in the first, second and third year, respectively.  

 

These loans are subject to protectivecovenants requiring the Company to maintain various financial ratios, aresecured by all business assets, and require additional loan payments based onexcess cash flow.  The construction loanis secured by substantially all the Company’s assets.

 

**3. NOTE PAYABLE**

 

In February 2004, the Company executed anote with an insurance broker.  The newagreement permits the Company to finance the annual builder’s risk premiums innine installment payments of $10,531 including interest at 7.11%.  The line is secured by certain assets of theCompany.  As of March 31, 2004, thebalance outstanding is $72,002. 

 

**4. LONG TERM DEBT**

 

In April 2003, the Companyentered into a capital lease agreement for office equipment for $5,631 withaccumulated depreciation at March 31, 2004 of $1,104.  The lease calls for thirty-six monthlypayments of $160 including interest at 7%, maturing March 2006 and securedby equipment.

 

Long term debt maturities are as follows:

 
| **Periods Ending March 31,** |   |   |   |
|-----------------------------------|--------|--------|--------|
| 2005                              |   | $      | 1,586  |   |
| 2006                              |   | 1,998  |   |
|                              |   | $      | 3,584  |   |

 

**5. MEMBERS’ EQUITY**

 

As specified in the Company’s operatingagreement, the Company will have one class of membership units.  The Company is authorized to issue up to28,000 membership units. 

 

The Company prepared and filed, on Form SB-2,a Registration Statement with the Securities and Exchange Commission(SEC).  The Offering was for up to 27,500 membership units at $1,000 perunit.  As of May 14, 2003, theRegistration 

 

9

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Statement was declared effective.  InOctober 2003, the Company had raised the minimum of $19,250,000 throughthe Offering and obtained and accepted a written debt financing commitmentthrough a lender as discussed in Note 2. Through March 31, 2004, the Company has sold 26,239 units under theOffering.  Subsequent to March 31,2004, the Company reached their maximum Offering and the Offering was closed onApril 9, 2004.  

 

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

 

**6. RELATED PARTY TRANSACTIONS**

 

Through March 31, 2004, the Company hadincurred $19,375 in project coordinator fees to three current members and oneformer member.  At March 31, 2004,there was no accounts payable balance relating to these costs.

 

Through March 31, 2004, the Company hasalso incurred $105,214 in director fees and related expense, of which $27,804is all included in accounts payable at March 31, 2004 to eightmembers.  

 

**7. GRANTS**

 

In October 2003, the WisconsinDepartment of Commerce approved a grant for $271,000 in funds to reimburse theCompany for infrastructure costs.  AtMarch 31, 2004, the Company has not incurred any costs eligible for thisgrant.

 

In January 2004, the Company wasapproved for a matching grant from the United States Department of Agriculturefor $450,000.  Grant revenue for thequarter and inception to date totaled $24,218 of which $12,531 is in grantreceivable at March 31, 2004.

 

In February 2004, the Company wasapproved for a matching grant from the Transportation Facilities EconomicDevelopment Program (TEA) for $160,000. At March 31, 2004, the Company has not incurred any costs eligiblefor this grant.

 

**8. COMMITMENTS AND CONTINGENCIES**

 

The Company has revised its estimate of totalcosts of the project to $59,850,715.  The Company anticipates funding thedevelopment of the ethanol plant by using approximately $881,000 of grants, theproceeds it raises through the close of the Offering, and utilizing debtfinancing for the remainder of the costs. 

 

In April 2002, the Company executed aconsulting agreement with a firm that is engaged to assist the Company in itsequity marketing efforts and securing debt financing.  The Company paid the consulting firm a maximum of $3,000 permonth, until the Company was legally authorized to sell its member units, atwhich time the fees increased to a maximum of $6,000 per month.  Since the Company raised the necessaryamount of equity and received a binding commitment from a prospective lender toprovide the remaining financing, the Company is obligated to pay a one-timebonus of $75,000 to the consulting firm. At March 31, 2004, the Company has incurred and paid costs of$129,222 relating to this agreement.

 

The Company entered an agreement inMarch 2002, with a railroad engineering firm to complete a PreliminaryRail Design and the required documentation covering a Transportation EconomicAssistance grant. The TEA grant may fund up to fifty percent of the projectcosts relating to transportation improvements. The estimated commitment for this agreement is approximately $64,400. Asof March 31, 2004, the Company has incurred $29,915 of this cost.

 

The Company gave a notice of intent toexercise the option to purchase the 115 acres on September 22, 2003.  The closing will be done in two separatetransactions.  The real estate parcel,excluding the existing buildings, was closed on October 16, 2003 for$700,000.  The Company paid $690,000 incash and applied a $10,000 deposit at closing. The ten acres with the existing buildings will be closed on betweenJune 4, 2004 and June 30, 2004 for $300,000.

 

In October 2003, the Company enteredinto an agreement with an electric cooperative to provide electricalservice.  The Company is required tomake a non-refundable payment in aid of construction for the facilities theelectrical cooperative will install for the benefit of the Company.  The amount of this aid of construction shallbe $253,750, unless there are changes in the scope of the facilities and theamount may be adjusted accordingly.  Asof March 31, 2004, the Company has made an aid of construction of $60,000.

 

10

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In October 2003, the Company enteredinto an agreement with a contractor for work site grading.  Work site grade work began inOctober 2003.  The total amount tobe paid for the work as originally engaged approximated $570,710.  The contractor has been approved foradditional services above the original contract amount and at March 31,2004, $707,908 of cost has been incurred of which $153,704 is included inconstruction accounts payable.  

 

On October 8, 2003, the Company enteredinto an agreement with a related party, Fagen, Inc., 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 $45,575,000subsequently amended to $45,665,000. The design-build contract provides that the Company may be entitled toreceive either consequential damages for losses such as loss of use, profits, business,reputation or financing, or liquidated damages in the event Fagen, Inc. failsto substantially complete the plant within 30 to 90 days after the scheduledcompletion date.  These liquidateddamages are in lieu of consequential damages for any losses we may incur, suchas loss of use, profits, business, reputation, or financing.  If Fagen, Inc. does not complete withinspecified dates, they will pay the Company for each day that substantialcompletion remains outstanding.  If theplant is substantially completed 30 to 90 days prior to substantial completiondate, the Company will pay the Fagen, Inc. an early performance bonus for eachday that substantial completion is achieved prior to specified date.  If the contract is terminated by the Companywithout cause or by Fagen, Inc. for cause, the Company is required to pay theFagen, Inc. a fee of $1,000,000 if the Company resumes construction of theplant through their own employees or third parties.  As of March 31, 2004, the Company has incurred $11,862,463in costs related to this contract and $3,327,343 is included in constructionaccounts payable.

 

In October 2003, the Company enteredinto an agreement with an engineering firm for initial construction testingservices.  The approximate cost is$16,290.  As of March 31, 2004 theCompany has incurred and paid $12,968 of these costs. 

 

In November 2003, the Company enteredinto an agreement for consulting services from November 17, 2003 toFebruary 17, 2004.  This agreementhas been verbally extended and is in the process of being renegotiated.  Fees are to be $500 per day.  As of March 31, 2004, the Company hasincurred $54,660 of these costs of which $5,947 is in accounts payable. 

 

In November 2003, the Company enteredinto an agreement to construct a well and pump.  The estimated cost of the project is $42,430.  The project was started and completed inJanuary 2004.  The Company hasincurred and paid $37,218 of these costs.

 

In March 2004, the Company entered intoan agreement for additional soil borings for $5,800 of which is included in constructionaccounts payable.

 

**9. SUBSEQUENT EVENTS**

 

In April 2004, the Company entered into an agreement forexcavating services for sewer and water main construction and roadwayconstruction for $185,603.

 

InApril 2004, the Company entered into two natural gas relatedagreements.  The natural gas salesagreement commits the Company to purchase specified quantities of natural gasat a then prevailing market prices once the ethanol plant becomes operational.  The second agreement, the natural gastransportation service agreement, provides transportation of the natural gas tothe ethanol plant at specified transportation rates.  

 

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

##  

This report contains forward-looking statements that involve futureevents, our future performance and our expected future operations andactions.  In some cases you can identifyforward-looking statements by the use of words such as “may,” “should,”“anticipate,” “believe,” “expect,” “will,” “plan,” “future,” “intend,” “could,”“estimate,” “predict,” “hope,” “potential,” “continue,” or the negative ofthese terms or other similar expressions. These forward-looking statements are only our predictions and involve numerousassumptions, risks and uncertainties. Our actual results or actions may differ materially from theseforward-looking statements for many reasons, including the factors described inour registration statement on Form SB-2 (SEC Registration No. 333-92188) andappearing in this report.  We are notunder any duty to update the forward-looking statements contained in thisreport.  We cannot guarantee futureresults, levels of activity, performance or achievements.  We caution you not to put undue reliance onany forward-looking statements, which speak only as of the date of thisreport.  You should read this report andthe documents 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**

 

United Wisconsin Grain Producers, LLC was formed as a Wisconsin limitedliability company on November 2, 2001 for the purpose of constructing andoperating a 40-million gallon per year ethanol plant near Friesland,Wisconsin.  We expect the total projectcost to be approximately $59,850,715, which includes approximately $45,665,000to build the plant.  The total estimatedproject cost has increased by $525,715 because of increases in the costs ofconstruction, site leveling and excavation. Our anticipated date of substantial completion is currentlyMarch 2005. 

 

We raised equity by a public offering registered with the Securitiesand Exchange Commission on Form SB-2, which was declared effective on May 14,2003.  Our offering began onJune 1, 2003.  As of March 31,2004 we raised $26,239,000 in the offering. Subsequent to the period covered by this report, we have sold anadditional $1,261,000 worth of units for a total of $27,500,000 in offeringproceeds.  As such, we reached theoffering’s maximum amount and closed the offering on April 9, 2004.  On April 30, 2004, we filed a Form 8-ARegistration Statement with the Securities Exchange Commission indicating thatwe have total assets exceeding $10 million and more than 500 unit holders.  

 

On February 26, 2004 we executed debt financing agreements withAgStar Financial Services, Inc., securing debt financing in the amount of$33,024,200.

 

**Plan of Operations to Start-up of the EthanolPlant**

 

*Plan of Operations*

 

We expect to spend the next 12months continuing the construction of the ethanol plant and commencing start-upoperations.  Construction of ourfacility located in south central Wisconsin in the Columbia County township ofRandolph, just outside the village of Friesland began November 2003.  To date, construction is proceedingaccording to schedule.  As ofMarch 31, 2004, Phase I of the construction process is complete.  Site grading, concrete and dirt work havebeen completed.  Approximately 85% ofthe road base is complete, approximately 95% of the temporary roads are in andapproximately 75% of the swailing is complete. Phase II of the construction process has begun.  Phase II work includes installation of theutilities infrastructure.  The ringwalls for the foundations of the three field-erected fermentation tanks and thebeer well are complete.  Engineered fillis being placed in two of the four rings allowing the field crew to begin tankfabrication.  One of the two foundationsfor the field-erected cook tanks has been initiated with sub-surface workunderway.  The ring walls of thefoundations of the field-erected tanks have been initiated with three of thefour rings walls complete in the stillage and syrup storage areas.  We expect to complete construction andcommence operations in approximately mid March 2005.

 

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The rising price of steel couldaffect the final cost of construction of the ethanol plant.  Although we are locked into a guaranteedmaximum price under our Design Build Agreement with Fagen, Inc., any changeorders involving the use of steel could inflate the price of the project abovethe guaranteed maximum price.  Inaddition, shortages of steel could affect the final completion date of theproject.

 

We anticipate having sufficientcapital available to meet our costs and obligations over the next 12months.  The following is our estimateof our costs and expenditures for the next 12 months. These estimates arebased upon our design-builder and prime subcontractor’s experience with otherethanol plants.  It is only an estimateand our actual expenses could be much higher due to a variety of factorsdescribed in our Form SB-2 registration statement (SEC Registration No.333-92188) under the section entitled “Risk Factors.” 

 

| PLANT CONSTRUCTION COST              |   | $      | 45,665,000 |   |
|--------------------------------------|--------|--------|------------|--------|
| ADMINISTRATIVE BUILDING              |   | $      | 617,000    |   |
| RAILROAD                             |   | $      | 1,561,928  |   |
| OTHER PLANT EQUIPMENT                |   | $      | 356,000    |   |
| ROLLING STOCK                        |   | $      | 63,000     |   |
| SITE COSTS                           |   | $      | 3,290,000  |   |
| OTHER BUILDING COSTS                 |   |   |       |
| Insurance-Builders Risk (14 months)  |   | $      | 138,000    |   |
| Construction Bond                    |   | $      | 308,895    |   |
| INVENTORY-WORKING CAPITAL            |   |   |       |
| Inventory-corn                       |   | $      | 2,500,000  |   |
| Inventory-ethanol and DDGS           |   | $      | 1,505,000  |   |
| Inventory-process supplies/chemicals |   | $      | 97,000     |   |
| Corn Hedging                         |   | $      | 500,000    |   |
| Spare Parts                          |   | $      | 200,000    |   |
| ENTITY ORGANIZATION                  |   | $      | 58,771     |   |
| FINANCING COSTS                      |   | $      | 870,800    |   |
| COST OF RAISING CAPITAL              |   | $      | 390,351    |   |
| EQUITY CLOSING                       |   | $      | 540,310    |   |
| PRE-OPERATING COSTS                  |   | $      | 1,188,660  |   |
| TOTAL                                |   | $      | 59,850,715 |   |

 

Our current budget estimates a total project cost of $59,850,715, whichincludes $45,665,000 to build the plant and $14,185,715 for other project costsincluding land and site development, railroad costs, inventory, entityorganization, equity closing, pre-operating costs and working capital.  The total project cost has increased by 

 

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$525,715. This increase was caused by higher costs of site leveling andexcavation, additional plant construction to accommodate an additional truckscale, and higher costs than anticipated for construction of the plant’sadministration building.

 

The numbers in the table ofcosts and expenditures are only estimates and our actual expenses and costscould be much higher due to a variety of factors outside our control, such as:

 

•                  Changesin the availability and price of corn;

•                  Changesin the environmental regulations that apply to our plant operations;

•                  Increasedcompetition in the ethanol industry;

•                  Changesin interest rates or the availability of credit;

•                  Changesin our business strategy, capital improvements or development plans;

•                  Changesin plant production capacity or technical difficulties in operating the plant;

•                  Changesin general economic conditions or the occurrence of certain events causing aneconomic impact in the agriculture, oil or automobile industries; and

•                  Changesin the availability and price of natural gas and the market for wet andmodified wet distillers grains.

 

The cost of corn in Wisconsinin the past 4 months has risen by approximately 60 cents per bushel.  Corn is now trading in the top one-third(1/3) of the anticipated price range.  National corn for grain production was estimated at 10.1 billionbushels, which is an increase of 12 percent over 2002 amounts.  Further, both national production and yieldestimates are the largest on record. Although the crop was estimated at record levels, demand for bothforeign and domestic corn reduced the projected 2004 corn supply stocks.  These estimates of reduced supply caused themarket price of corn to increase in the fourth quarter of 2003 and the firstquarter of 2004.  The final crop reportpublished by the USDA reduced the U.S. corn production by approximately 150million bushels from previous estimates, while simultaneously increasing feed,seed, residual use and export demand. All indications point to increased corn costs over the next year.  The higher costs of corn will increase ourbreakeven cost per gallon of producing ethanol.

 

The demand for ethanolcontinues to grow.  One reason for theincreased demand for ethanol is the continued phase out legislation forMTBE.  MTBE is a commonly used oxygenateused in fuels for compliance with Federal Clean Air Act mandates, and is amajor competitor of ethanol.  New Yorkand Connecticut have banned the use of MTBE. Sixteen states, including California, have passed phase out legislationfor MTBE. The price of unleaded gasoline is also trading at historically highprices, causing the price of ethanol to remain favorable and helping to offsetthe high price of corn.

 

Natural gas will be animportant input to our manufacturing process. We expect to use natural gas to dry our distillers grains products tomoisture contents at which they can be stored for long periods and transportedgreater distances, so that we can market them to broader livestock markets,including poultry and swine markets in the Continental United States.  Natural gas has recently been available onlyat prices exceeding historical averages. These prices may increase our costs of production.  We expect natural gas prices to remain highor increase at least through the 2004 calendar year.

 

We expect to hire a commoditiesmanager in May 2004.  It is undeterminedwhether this individual will be an employee or an independent contractor.  Our commodities manager will be responsiblefor insuring the consistent scheduling of corn deliveries and theimplementation of price protection strategies for our corn supply, includingforward contracts, options and other derivative instruments.

 

We are discussing the terms andconditions of an ethanol marketing agreement with a potential ethanol marketingfirm.  We anticipate entering into anethanol marketing agreement prior to substantial completion of plantconstruction.  We are also discussingthe terms and conditions of a distillers grains marketing agreement withpotential distillers grains marketing firms. We anticipate entering into a distillers grains marketing agreementprior to substantial completion of plant construction.  Currently, we do not have any plans tomarket or distribute the carbondioxide that will be produced at the plant as aco-product of the ethanol manufacturing process.

 

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Upon start-up of plant operations, we will beapplying for a grant from the USDA’s Commodity Credit Corporation BioenergyProgram. Under the grant program, the Commodity Credit Corporation willreimburse eligible ethanol producers of less than 65 million gallons ofbioenergy one bushel of corn for every two and one-half bushels of corn usedfor the increased production of ethanol. No eligible producer may receive morethan $7.5 million annually under the program. Because we expect to be aneligible producer and to annually utilize 15 million bushels of corn inthe increased production of ethanol, we expect to potentially receive themaximum award of $7.5 million. However, the Commodity Credit Corporationmay award only $150 million annually fiscal years 2003 through 2006, andany award we received may be reduced based upon the volume of applications fromother eligible producers.   In addition,payments under the program in any one fiscal year may be less if Congress doesnot fully fund the program for that fiscal year (funding for the program issubject to an annual appropriation).  Weexpect to be eligible to receive an award under the program only once duringthe life of our project.  However, tothe extent that our start-up period covers more than one fiscal year of theU.S. government, we may apply twice and receive more than one award under theprogram.  The Commodity CreditCorporation Bioenergy Program is scheduled to expire on September 30,2006.  The grants available under theCCC program may not continue beyond their scheduled expiration date or if theydo continue, the grants may not be at the same level.  If our ethanol plant is not operational by the expiration of theCCC program or has not had substantial operations, we may not be eligible forthe grants or may receive a reduced amount.

 

Subsequent to the perioddescribed in this report, we entered into an agreement with Wisconsin Power andLight Company to provide firm natural gas transportation service for the plant,an agreement with WPS Energy Services, Inc. to purchase the natural gasnecessary for plant operations, and an agreement with Wondra Excavating, Inc.for sewer and water main construction.

 

**Liquidity and Capital Resources**

 

As of March 31, 2004, wehad cash of $14,871,098 and total assets of $29,247,885, includingconstruction-in-process of $13,145,436. As of March 31, 2004, we had current liabilities of $3,732,834,which consists primarily of our construction accounts payable.  Since our inception through March 31,2004, we have an accumulated deficit of $915,330.  Total members’ equity as of March 31, 2004 was $25,513,053.  Since our inception, we have generated norevenue from operations.

 

As of March 31, 2004,26,239 units have been issued plus we previously issued 1,280 units of seedcapital for total units outstanding of 27,519 as of March 31, 2004.  Subsequent to the end of the period coveredby this report, we sold the remaining offered units and closed the offering onApril 9, 2004.  We have sold atotal of 27,500 units in the offering and collected the maximum offeringproceeds of $27,500,000.  Our currenttotal outstanding units are 28,780 which represents the 27,500 units sold inthe offering plus 1,280 seed capital units.

 

We estimate that we will need approximately$45,665,000 to construct the plant and a total of approximately $59,850,715 tocover all capital expenditures necessary to complete the project, make theplant operational and produce revenue. Based upon the offering proceeds of $27,500,000, the senior creditfacility of $33,024,200, and grant financing of approximately $881,000, weexpect to have approximately $61,405,200 of capital available.  This means that we expect to have sufficientcash on hand to cover construction and related start-up costs necessary to makethe plant operational.

 

On February 13, 2004, wereceived a matching grant from the Wisconsin Department of Transportation for$160,000.  The grant is for financialassistance in the construction of rail improvements.  On February 24, 2004, we entered into a Value-AddedAgricultural Product Market Development Grant Agreement with the United Statesof America, acting through the Rural Business-Cooperative Service of theDepartment of Agriculture for $450,000 in matching grant funds.

 

On February 26, 2004, weentered into a senior credit facility consisting of a $33,024,200 singleconstruction loan with AgStar Financial Services, PCA.  We had previously received a debt financingcommitment from AgStar Financial Services, PCA for a term loan of$32,462,500.  Subsequent to our receiptof the debt financing commitment, we negotiated the final terms of the seniorcredit facility and executed debt financing agreements for the single constructionloan of $33,024,200.  The creditfacility is secured by substantially all of our assets. During construction,which is expected to be for a period of up to 16 months, we will make interestonly 

 

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payments on the principal balance of$33,024,200 at an interest rate equal to the one-month LIBOR (the LondonInterbank Offered Rate) plus 3.75%. This interest rate may be adjusted downward depending on the level ofowners’ equity as reported in our monthly financial statements.  If owners’ equity is between 50% and 54.99%,the interest rate will be at the monthly LIBOR plus 3.25%.  If owners’ equity exceeds 55%, the interestrate will be equal to the monthly LIBOR plus 2.75%.  On March 15, 2004, we entered into a Letter Agreement withAgStar Financial Services, PCA covering the remaining conditions andrequirements of the loan and loan documents. The Letter Agreement provides that AgStar Financial Services is under noobligation to advance any funds until the remaining conditions and obligationsare satisfied.  We expect to satisfy allof the conditions of the Letter Agreement.

 

In connection with the seniorcredit facility, we paid loan fees of approximately $347,682.  In addition we will pay an annual facilityfee of $40,000 beginning at the conversion of the construction loan to the termnote and continuing for four years.  Wewill have to pay prepayment penalties if we prepay any portion of the loanprincipal within the first three years.

 

When the ethanol plant is complete andoperating, the construction loan will be converted into two loans.  The first will be a term loan equal to thelesser of $29,024,200 or 55% of the total project cost. The second will be a $4,000,000revolving loan.  The term loan of$29,024,200 or 55% of total project cost is for five years with a ten-yearamortization.  Payments on the convertedterm loan will be paid in monthly installments including principal andinterest.  Interest on the convertedterm loan will be at a rate equal to the monthly LIBOR plus 3.75%.  This interest rate may be adjusted downwardin exactly the manner as the interest rate on our construction loan, dependingon our level of owners’ equity as reported in our monthly financialstatements.  Interest on the revolvingloan will accrue at a rate equal to the monthly LIBOR plus 3.75%.  However, this interest rate may be adjusteddownward in exactly the same manner as the interest rate on our constructionloan, depending on our level of owners’ equity.

 

The construction loan, converted term loanand line of credit agreements contain restrictions and financial covenants towhich the Company will be subject during the term of the agreements.  If the project suffers delays, we may not beable to timely repay the loan.  Ifinterest rates increase, we will have higher interest payments, which couldadversely affect our business.

 

In February 2004 we executed a notepayable to our insurance broker for our builder’s risk insurance policypremium.  Under the note, we agreed tomake nine installment payments of $10,531 each at an interest rate of 7.11%.

 

**Administration**

 

We currently have an office staff comprisedof one full-time employee, one part-time employee and one project consultantserving as an independent contractor. We are also dependent on our board of directors to maintain our booksand records.  These individuals areultimately responsible for complying with the rules and regulations promulgatedunder the Securities and Exchange Act of 1934 concerning the maintenance ofaccurate books and records, and the timely submission of periodic reports andother requirements with the Securities and Exchange 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 capital structurefor these expenses, but cannot assure you that the funds allocated will besufficient to cover these expenses.  Wemay need additional funding to cover these costs if sufficient funds are notavailable or if costs are higher than expected.

 

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**Employees**

 

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

 

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

 

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

 

## **Item 3.****          ****Controls And Procedures**

 

Our management, including our President (the principal executiveofficer), Kevin M. Roche, and our Treasurer (the principal financial officer),Robert J. Miller, have reviewed and evaluated the effectiveness of ourdisclosure controls and procedures as of the end of the period covered by thisreport.  Based upon this review andevaluation, these officers believe that our disclosure controls and proceduresare effective in ensuring that material information related to us is recorded,processed, summarized and reported within the time periods required by theforms and rules of the Securities and Exchange Commission.

 

Our management, including our principal executive officer and principalfinancial officer, have reviewed and evaluated any changes in our internalcontrol over financial reporting that occurred as of the end of the periodcovered by this report and there has been no change that has materiallyaffected or is reasonably likely to materially affect our internal control overfinancial reporting.

 

# **PART II.**                                                OTHER INFORMATION

 

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

 

None.

 

**Item 2.****           Changes In Securities**

 

The Securities and Exchange Commissiondeclared our Registration Statement on Form SB-2 (SEC Registration No.333-92188) effective on May 14, 2003. We commenced our initial public offering of our units shortlythereafter.  The following is abreakdown of the Units registered and the Units sold in the offering:

 
| **Amount Registered** |   | **Aggregate price of the  amount registered** |       | **Amount Sold** |   | **Aggregate price of the  amount sold to date** |   |
|-----------------------|--------|-----------------------------------------------|------------|-----------------|--------|-------------------------------------------------|--------|
| 27,500                |   | $                                             | 27,500,000 |            | 27,500 |                                            | $      | 27,500,000 |   |
|                       |        |                                               |            |                 |        |                                                 |        |  |  |

 

On October 15, 2003, we released funds from escrow and issued23,275 units to our members.  OnApril 9, 2004, we closed the offering and stopped selling units registeredunder our registration statement. During the offering we sold 27,500 units and received aggregate offeringproceeds of $27,500,000.  We sold theunits without 

 

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the assistance of an underwriter.  When we released funds from escrow, wenetted our offering expenses against the aggregate subscription proceeds.  No offering expenses were paid to relatedparties.

 

The following table describes our use of ournet offering proceeds as of March 31, 2004:

 

| TOTAL PLANT CONSTRUCTION COST: |   | $ | 9,521,383  |   |
|--------------------------------|--------|---|------------|--------|
| LAND AND SITE DEVELOPMENT      |   | $ | 710,000    |   |
| OTHER COSTS(1)                 |   | $ | 798,695    |   |
| FINANCING COSTS                |   | $ | 443,287    |   |
| TOTAL                          |   | $ | 11,473,365 |   |

 

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(1)  Other costs consist of board fees, project manager fees, investorunit redemptions, builders risk policy, line of credit payoff, professionalfees and other general and administrative costs.  No single expenditure in any of the foregoing cost categoriesexceeded $100,000.

 

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

 

None.

 

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

 

On March 20, 2004 we held our annual meeting of the members.  No matters were submitted to a vote of themembers during the meeting.

 

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

 

None.

 

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

 

(a)                                  Thefollowing exhibits are included herein:

 

10.16                     Constructionand Revolving Loan Agreement with AgStar Financial Services, PCA datedFebruary 26, 2004

10.17                     PromissoryNote dated February 26, 2004

10.18                     RevolvingNote dated February 26, 2004

10.19                     Mortgage andSecurity Agreement and Fixture Financing Statement dated February 26, 2004

10.20                     LetterAgreement with AgStar Financial Services, PCA dated March 15, 2004

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

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

 

(b)                                 Reportson Form 8-K.

 

OnMarch 26, 2004, we filed a Form 8-K regarding a financial summary wehanded out at our annual members’ meeting. The financial summary entitled “Financial Highlights” set forth ourtotal assets, liabilities and members’ equity as of December 31,2003.  The Financial Highlights summary disclosed non-public informationregarding the registrant’s financial condition.

 

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OnApril 26, 2004, we filed an 8-K with the SEC regarding our press releaseannouncing the successful completion of the offering of our membership units,and our loan closing in February 2004.

 

# **SIGNATURES**

 

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

 
|   | UNITED WISCONSIN GRAIN PRODUCERS, LLC                   |
|--------|---------------------------------------------------------|
|   |                                                    |
|   |                                                    |
| Date:  | May 17, 2004                                            |   | /s/ Kevin M. Roche |
|   | Kevin M. Roche                                          |
|   | President  (Principal Executive Officer)                |
|   |                                                    |
|   |                                                    |
| Date:  | May 17, 2004                                            |   | /s/ Robert J. Miller |
|   | Robert J. Miller                                        |
|   | Treasurer  (Principal Financial and Accounting Officer) |

 

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