UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

[]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the fiscal year ended

[X]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

      For the transition period from January 1, 2004 to September 30, 2004

                         Commission file number: 0-50714

                          WESTERN PLAINS ENERGY, L.L.C.
                 (Name of small business issuer in its charter)

                 Kansas                                 48-1247506
     -------------------------------               --------------------
     (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)                 Identification No.)

        3022 County Road 18, Oakley, KS                    67748
      ---------------------------------------           ---------
      (Address of principle executive offices)          (Zip Code)

                                 (785) 672-8810
                ------------------------------------------------
                (Issuer's telephone number, including area code)


         Securities registered under Section 12 (b) ofthe Exchange Act:

             None                                 None
         ---------------------   -----------------------------------------
          Title of each class    Name of each exchange on which registered

         Securities registered under Section 12 (g) of the Exchange Act:

                              Class A Capital Units
                              ---------------------
                                (Title of class)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
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. [ X ] Yes [ ]
No

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB [ X ].

State issuer's revenues for its most recent fiscal year:   $39,485,027

                      DOCUMENTS INCORPORATED BY REFERENCE:

The Definitive Information Statement of the Company to be filed not later than
120 days from the end of its fiscal year is incorporated by reference into Part
III of this report.

Transitional Small Business Disclosure Format:       [  ] Yes  [ X ] No

<PAGE>

                                TABLE OF CONTENTS



PART I.......................................................................1


ITEM 1.  DESCRIPTION OF BUSINESS.............................................1

ITEM 2.  DESCRIPTION OF PROPERTY............................................10

ITEM 3.  LEGAL PROCEEDINGS..................................................10

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................10


PART II.....................................................................11


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...........11

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION..........12

ITEM 7.  FINANCIAL STATEMENTS...............................................23

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE...........................................23

ITEM 8A. CONTROLS AND PROCEDURES............................................24


PART III....................................................................24


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K...................................24

ITEM 14.....................................................................25


SIGNATURES..................................................................26



FINANCIAL STATEMENTS........................................................F-1

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                            Additional Information

     Descriptions in this report are qualified by reference to the contents of
any contract, agreement or other document described herein and are not
necessarily complete. Reference is made to each such contract, agreement or
document filed as an exhibit to this report, or incorporated herein by reference
as permitted by regulations of the Securities and Exchange Commission. (See
"Item 13. Exhibits and Reports on Form 8-K.")

                Special Note Regarding Forward-Looking Statements

     Please see the note under "Item 6. Management's Discussion and Analysis or
Plan of Operation," for a description of special factors potentially affecting
forward-looking statements included in this report.

                                       iii
<PAGE>

                                     PART I

Item 1.   Description of Business

History and Organization

     Western Plains Energy, L.L.C. ("we" or "Company") is a limited liability
company organized under the laws of the State of Kansas on July 10, 2001. We
completed our initial public offering on March 26, 2003 and have been filing
reports periodically with the United States Securities and Exchange Commission
("SEC") since that date. We currently have approximately 550 members. There is
presently no trading market for our membership units, and it is not anticipated
that one will develop in the future.

     Our Company was organized to finance, develop, construct and operate an
ethanol production plant. To that end, we commenced construction of our plant in
May 2003 and commenced production of fuel grade ethanol in January 2004.

Developments During Fiscal 2004(1)

     During the Transition Period ended September 30, 2004, we completed
construction of our ethanol plant and commenced production of fuel grade
ethanol. The ethanol plant, located six miles east of Oakley, Kansas, was
constructed by ICM, Inc. ("ICM") under a Design Build Agreement dated April 4,
2002 ("Construction Contract"). Construction on the plant commenced in May 2003.

     Pursuant to the terms of the Construction Contract, ICM delivered us a
certificate of completion for the plant on January 27, 2004. In that same month,
we commenced production of fuel grade ethanol. Production of ethanol reached
name-plate capacity of 30 million gallons per year during the second quarter of
the Transition Period. On August 19, 2004, both the Contractor's Certificate of
Completion and the related Certificate of Engineer were received by us,
evidencing completion of construction. At September 30, 2004, the plant was
operating in excess of name-plate capacity.

     Plant construction costs totaled approximately $34,000,000, excluding
acquisition of the land, site development, construction of the administration
building and connection of a rail spur. Remaining costs for acquisition of the
plant site, water, site preparation, our administration building and other
capitalized construction costs totaled approximately $2,000,000 at September 30,
2004.

     Effective August 26, 2004, we entered into an agreement with ICM for
construction of an expansion to our plant. That agreement provides that ICM will
provide all engineering services, materials, labor and equipment to expand our
ethanol plant from a stated capacity of 30 million gallons per year to 40
million gallons per year, an increase of 25%. The contract price for the

-----------------------
(1)  Effective July 20, 2004, we changed our fiscal year end from December 31 to
     September 30 for the year beginning in 2004. Consistent with that change
     and relevant requirements of the SEC, this report covers the transition
     period from January 1, 2004 through September 30, 2004 ("Transition
     Period").

                                        1
<PAGE>

expansion is $4,000,000. The agreement provides that the expansion will be
complete within 240 days of the time we authorize commencement of work, but we
expect it will be complete sometime in the first quarter of calendar 2005.

     The proposed expansion will include all materials and equipment necessary,
in the opinion of ICM, to expand our production as set forth above. The addition
will include, among other things, a 750,000 gallon beerwell, the expansion of
our existing cooling towers by one cell, a new cooling pump and a new
centrifuge. The expansion is being built on the existing plant site and did not
require the acquisition of any additional real property.

     In addition to the other materials and services that ICM will provide us,
it has agreed to grant us a license to use the intellectual property encompassed
in the plant expansion. This includes the operating procedures imbedded in the
processes to be performed by the new equipment. The license was granted as part
of the contract and we did not pay extra for the intellectual property.

     The contract provides for a total payment of $4,000,000 plus any costs
necessitated by change orders. Any changes will be billed by ICM at cost plus
10%. The $4,000,000 is payable $1,000,000 in advance, $2,750,000 in the form of
progress payments as work progresses and $250,000 upon completion of the
project. Any payments that are not made when due will bear interest at the rate
of 18% per annum. Among other things, ICM has the right to cease work if it is
not paid within 30 days of any invoice.

Ethanol Production

     Our ethanol plant produces fuel grade ethanol by processing corn and milo.
The grain is received by semitrailer truck, weighed and cleaned of rocks and
debris before it is conveyed to one of two concrete storage silos. The grain is
then transported to a hammer mill or grinder where it is ground into flour and
conveyed into a slurry tank for processing. We add water, heat and enzymes to
break the ground grain into a mash. The mash is heat sterilized and pumped into
a tank where other enzymes are added to convert the starches into glucose
sugars. Next, the mash is pumped into one of four fermenters, where yeast is
added to begin a 48 to 50 hour batch fermentation process. A distillation
process vaporizes the alcohol from the mash. The alcohol is further dried in a
rectifier and molecular sieve. The resulting 200 proof-alcohol is then pumped to
shift tanks and blended to achieve a mixture consisting of 95% ethanol and 5%
gasoline as it is pumped into denatured ethanol storage tanks.

     Grain mash exiting the distillation process is pumped into one of several
centrifuges. Water from the centrifuges, called thin stillage, in condensed into
a thicker syrup called condensed solubles. The solids that exit the centrifuge
are called distiller's wet grains. These wet grains are subsequently dried and
mixed with condensed solubles to produce distiller's grains with solubles, which
may be used as animal feed. (See "-Our Products and their Markets," below.)

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<PAGE>

Our Products and their Markets

     Ethanol

     Ethanol is ethyl alcohol, which has many industrial uses. At our plant, we
produce ethanol to be used as a fuel component that serves as:

     o    An octane enhancer in fuels;

     o    An oxygenated fuel additive that can reduce carbon monoxide vehicle
          emissions; and

     o    A non-petroleum-based gasoline extender.

Ethanol in its primary form is mostly used for blending with unleaded gasoline
and other fuel products. The implementation of the federal Clean Air Act has
made ethanol fuels an important domestic renewable fuel additive. Used as a fuel
oxygenate, ethanol provides a means to reduce carbon monoxide vehicle emissions.

     The use of ethanol as a fuel additive is enhanced by the availability of a
credit from the federal gasoline excise tax. Ethanol blenders can claim an
exemption from the federal tax of $.052 per gallon of blended gasoline. This
federal ethanol tax subsidy, which was set to expire in 2007, was recently
extended through 2010. The exemption will gradually drop from the current $.052
per blended gallon to $.051 in 2005. The principal purchasers of ethanol are
generally the refined and wholesale gasoline marketer or blender. The principal
end markets for our ethanol are petroleum terminals on the east and west coasts
of the United States. During the Transition Period, approximately 81% of our net
revenue was derived from the sale of ethanol, and we expect the sale of ethanol
to comprise a substantial majority of our revenue in the future.

     Distiller's Grains

     A principal co-product of the ethanol production process is distiller's
grains, a high-protein, high-energy animal feed supplement primarily marketed to
the dairy and beef industry. Our plant uses a dry mill ethanol process with a
dryer system that allows production of two moisture levels of distiller's
grains: distiller's wet grains ("WDG") and distiller's dried grains ("DDG"). WDG
are processed grain mash and condensed solubles that contain approximately 65%
moisture. It has a shelf life slightly longer than three days and is sold to
nearby markets. DDG are mash that has been dried to 10% moisture. It has an
almost indefinite shelf life and is sold and shipped via truck or railcar to
many markets regardless of their vicinity to our ethanol plant. During the
Transition Period, approximately 19% of our net revenue was derived from the
sale of distiller's grains, and we expect the sale of distiller's grains to
comprise a minority of our revenue in the future.

                                        3
<PAGE>

Customers

     We sell essentially all of our products to two marketing firms, which in
turn sell to other purchasers. We have executed an exclusive marketing agreement
to market the ethanol produced at our plant with Ethanol Products LLC ("Ethanol
Products") of Wichita, Kansas. The agreement is effective for an initial term of
five years beginning January 2004 and is automatically renewable for subsequent
five-year terms unless terminated by either party prior to expiration. Ethanol
Products has agreed to purchase all of the ethanol that is produced at our plant
and is solely responsible for determining the price and terms at which the
ethanol acquired from our plant is sold and to whom it will be sold. In
exchange, we receive the gross sales price of the ethanol, less the costs of
transportation and storage and an administrative fee of $.01 per gallon sold. In
the event that our relationship with Ethanol Products is interrupted for any
reason, we believe that we would be able to locate another entity to market our
ethanol. However, any interruption could temporarily disrupt the sale of our
principal product and adversely effect our operations.

     Our plant was designed with a rail spur and connection to the Union Pacific
railway system, which facilitates transporting our ethanol to national markets.
Our plant is also located adjacent to Interstate 70. We ship our ethanol by rail
and by truck, determined with reference to a review and analysis of the current
market conditions, transportation costs and applicable environmental
regulations. The target for rail-transported ethanol includes the southwest,
California and eastern United States. Ethanol targeted for more proximate
markets is transported by truck.

     We have also executed an exclusive agreement to market all of our
distiller's grains with United Bio Energy Ingredients, LLC ("UBE"), an affiliate
of ICM. Under the terms of that agreement, we receive the gross selling price
for all distiller's grains sold by UBE, less applicable transportation costs and
a fee of two to two and one-half per cent of the gross selling price depending
on whether we sell DDG or WDG. The term of the agreement with UBE is two years
expiring September 30, 2006 and will automatically renew for additional one-year
terms unless terminated by us or UBE following 90 days advance written notice.
As with the marketing arrangement with Ethanol Products, any interruption in our
relationship with UBE could temporarily affect our business, although we believe
that we could find another entity to market our grains.

Subsidies and Supports

Federal Ethanol Supports

     Ethanol sales have been favorably affected by the Clean Air Act Amendments
of 1990, particularly the Federal Oxygen Program, which became effective
November 1, 1992. The Federal Oxygen Program requires the sale of oxygenated
motor fuels during the fall and winter months in certain major metropolitan
areas to reduce carbon monoxide pollution. Ethanol use also has increased due to
a second Clean Air Act program, the Reformulated Gasoline Program. This program
became effective January 1, 1995, and requires the sale of reformulated gasoline
in certain major urban areas to reduce pollutants, including those that
contribute to ground level ozone, better known as smog.

                                        4
<PAGE>

     The use of ethanol as an oxygenate to blend with fuel to comply with
federal mandates also has been aided by federal tax policy. The Energy Tax Act
of 1978 exempted ethanol blended gasoline from the federal gas tax as a means of
stimulating the development of a domestic ethanol industry and mitigating the
United State's dependence on foreign oil. As amended, the federal gasoline tax
credit (discussed above) currently allows the market price of ethanol to compete
with the price of domestic gasoline. Although the federal tax credit is not
directly available to us, it allows us to sell our ethanol at prices that are
competitive with other less expensive additives and gasoline.

     Fuel grade ethanol prices traditionally have varied directly with the
wholesale price of gasoline. However, in some states, fuel grade ethanol
typically sells for a higher price per gallon than wholesale gasoline because of
the aforementioned excise tax incentives. Historically, fuel grade ethanol
prices also have reflected a premium due to the oxygenate and octane enhancing
properties of this motor fuel additive.

     During the Transition Period, we participated in the United States
Department of Agriculture Commodity Credit Corporation's Bioenergy Program. The
purpose of the program is to encourage increased purchases of eligible
commodities for the purpose of expanding the production of commercial fuel grade
ethanol and commercial biodiesel and support new production capacity for such
bioenergy. Under the program, we received $3,279,663 and accrued an additional
$1,909,212 based on our costs of eligible commodities used for the purpose of
producing fuel grade ethanol. The Commodity Credit Corporation uses conversion
factors to convert the eligible bioenergy products into units of the commodity
on which payments are made. A payment limitation currently exists and restricts
the amount of funds any single producer may obtain annually under the program to
5% of available funding. For fiscal year 2004, each producer was limited to
receive $7.5 million in funding. It is uncertain what the reimbursement cap will
be for fiscal year 2005.

     During the Transition Period, we also expect to receive benefits from the
federal small producer's credit equal to $.10 per gallon of ethanol available
for ethanol plants with 30 million of gallons or less of annual capacity.
Ethanol producers that qualify for the credit can deduct from their federal
income tax $.10 per gallon on the first 15 million gallons produced annually.
The small producer credit is scheduled to expire by its terms on December 31,
2007. Due to the pass-through nature of our partnership taxation structure, we
expect this credit will be passed through to our members. However, the amount of
any such credit received by our members must also be included in his or her
gross income, which could result in the taxation of the amount of the credit
passed-through to the member.

State Ethanol Supports

     In addition to federal incentives, the State of Kansas provides an
incentive production payment to ethanol producers. The production incentive
available to Kansas ethanol producers that commence production after July 1,
2001 and sell at least 5 million gallons consists of a direct payment of $.075
per gallon for up to 15 million gallons per year. Accordingly, the maximum
amount a Kansas ethanol producer can currently receive in a year is $1,125,000.

                                        5
<PAGE>


These incentive payments are available for the first seven years of production.
The available statewide funding for these incentive payments was $1,500,000 per
year for 2002-2004 and will be $3,500,000 per year for 2005-2011 plus any excess
balance carried over from the prior year's current production account. Any
shortfall in the available funds will result in a pro rata decrease in the
incentives paid to the individual ethanol producers. During the Transition
Period, we received $672,977 under the state incentive program, and have accrued
an additional $452,023 which we received subsequent to the end of the Transition
Period.

     We are unable to predict what effect, if any, expiration or termination of
federal and state subsidies will have on the market or price for our ethanol.
However, either event may adversely affect our business. See Item 6.
Management's Discussion and Analysis or Plan of Operation, for further
information relating to grants and subsidies.

Corn and Milo Procurement

     During the Transition Period ended September 30, 2004, we used
approximately seven million bushels of corn and milo to produce ethanol. We
obtained a majority of this grain from producers in western Kansas, where our
plant is located. According to the Kansas Agricultural Statistic Service,
approximately 51,000,000 bushels of corn and 17,000,000 bushels of milo were
produced in northwest and west central portions of Kansas in 2003. We believe
that grain producers in proximity to our plant produced sufficient grain for our
needs for the foreseeable future. In the event such producers are unable to
deliver our requirements, we believe an adequate supply is available from
producers in other states, such as Nebraska and Colorado.

     Under the terms of our operating agreement, the holders of our Class A
membership units are entitled to a freight allowance for grain sold to us or
distiller's grains acquired from us. During the Transition Period ended
September 30, 2004, our Board of Managers approved a freight allowance for grain
delivered pursuant to this arrangement. The allowance during the Transition
Period was insignificant.

     In addition to our grain acquisition, we enter into hedging transactions in
an effort to stabilize the price that we pay for such grain. Hedging involves
the acquisition of option and futures contracts, designed as hedges of specific
volumes of grain expected to be used in our production process. We also use
derivative financial instruments to manage the exposure to price risk related to
grain purchases. At September 30, 2004, we had open long and short positions in
option contracts, which positions were recorded in our financial statements at
fair value. As a result, we reported $622,925 of unrealized losses for the
Transition Period ended September 30, 2004 with respect to option and future
contracts.

     All of the corn and milo we purchase is tested and must meet high quality
control standards to ensure the efficient operation and quality products of our
plant. We use the United States Department of Agriculture's grade requirements
for U.S. Number Two Corn and U.S. Number Two Grain Sorghum. From time to time,
we also accept grain that does not meet the criteria for U.S. Number Two Corn or
U.S. Number Two Grain Sorghum or is otherwise substandard. When we do, we
discount the price or make other allowances to account for the lesser grade
quality or condition at delivery.

                                        6
<PAGE>

     The price and availability of corn and milo are subject to significant
fluctuations depending upon a number of factors which affect grain commodity
prices in general, including crop conditions, pestilence, weather, government
programs and foreign purchases. Because the market price of ethanol is not
related to grain prices, ethanol producers are generally not able to compensate
for increases in the cost of grain through adjustments and prices charged for
their ethanol. Therefore, any increase in the cost of grain or transportation
expenses would adversely affect our business.

     Drought and other environmental occurrences could adversely effect the
production and availability of corn, milo and other grain products in the
future. Because of its relative aridity, the western United States is more
susceptible to drought than certain other areas of the country. The drought
experienced in the western United States during 2002 was partially mitigated
during 2003 and 2004, but there is no assurance that the conditions during 2002
will not repeat. In that event, we anticipate that our grain requirements could
be satisfied from other parts of the country, although transportation costs
would be significantly higher.

Other Raw Materials

     The other critical raw materials in the production of ethanol are water and
natural gas. Water is mixed with the processed grain to begin the fermentation
process. Natural gas is used to heat the resulting mixture in conjunction with
the fermentation process.

     An adequate supply of water is important to our ethanol business. Toward
that end, we entered into an agreement that granted us the right to obtain water
from, and construct a well on, property located approximately two miles north of
our plant site. The agreement also granted us an easement for a water line from
the well site to our plant and we have constructed a waterline from the well
site to our plant site. We will obtain the additional water that we need from
the existing well on our plant site. Management believes that we have sufficient
water to operate our plant. We have received all necessary permits to obtain
water and believe that we currently are operating in compliance with all
regulations of the Kansas Department of Agriculture, Division of Water
Resources.

     In order to be assured of a steady source of natural gas, we entered into a
Natural Gas Service Agreement with Midwest Energy, Inc. ("Midwest") in September
2003. This agreement supplements a previous agreement with Kinder Morgan Energy
Partners and Kinder Morgan Interstate Gas Transmission LLC to deliver the gas to
Midwest. In exchange for our agreement not to bypass its local gas distribution
system, Midwest agreed to install and maintain a gas main directly to our
property in Gove County, Kansas. We pay a monthly charge based on the amount of
gas utilized each month. The rates are fixed through December 31, 2008, and are
subject to change thereafter based on increases or decreases applicable to
distribution services generally and subject to review by the Kansas Corporation
Commission. Our contract with Midwest extends through December 31, 2013.

     We also contract with Post Rock Gas, LLC ("PRG") to acquire the gas that is
transported by Kinder Morgan and Midwest to our plant. Our agreement with PRG
commenced in December 2003 and is terminable by either party on not less than 30
days' advance notice. The price we paid for gas during the Transition Period was
determined by reference to a published "spot" price, and has been renegotiated
beginning January 2005. We believe our agreements with PRG, Kinder Morgan and
Midwest will provide an ample supply of natural gas for the foreseeable future.

                                        7
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Transportation and Delivery

     The grain that we receive is delivered by trucks. Due to our proximity to
Interstate 70, transportation to and from the plant is efficient.

     Distiller's grains are transported exclusively by semitruck. UBE, as our
exclusive purchaser of distiller's grains, selects the carrier.

Competition

     We are in direct competition with numerous other ethanol producers, many of
which have greater resources than we do. In the state of Kansas alone, seven
producers produce in excess of 128 million gallons of ethanol and additional
production facilities are under construction. We also expect that additional
ethanol producers will enter the market if the demand for ethanol continues to
increase. Our ethanol plant competes with other ethanol producers on the basis
of price and, to a lesser extent, delivery service. We believe we can compete
favorably with other ethanol producers due to our proximity to ample corn and
milo supplies at favorable prices.

     The ethanol industry has grown to approximately 86 production facilities in
the United States. Industry authorities estimate that these facilities are
capable of producing over 3 billion gallons of ethanol per year. The largest
ethanol producers include Archer Daniels Midland, Cargill, Midwest Grain, and
New Energy Corporation, all of which are capable of producing more ethanol than
we produce. In addition, there are several regional farmer-owned entities
recently formed, or in the process of formation, of a similar size and with
similar resources to ours. Most ethanol plants also produce distiller's grains.

     In addition, new plants are under construction and plans to expand existing
plants have been announced, which would increase the ethanol production capacity
of our competitors. We are unable to determine the number and production
capacity of plants that ultimately may be constructed, the timing of such
construction or the effect of resulting production upon the demand or price for
our ethanol.

     We may also have to compete with international ethanol producers from
countries such as Brazil, who may have lower production costs and comparable
transportation costs to coastal markets.

     Alternative fuels, gasoline oxygenates and ethanol production methods are
continually under development by ethanol and oil companies with far greater
resources than we have. Development of new products and methods of ethanol
production by larger and financially more viable competitors could provide them
with significant competitive advantages over us and thus could harm our
business.

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Regulation

     The construction of our plant required various state and local permits to
comply with existing governmental regulations designed to protect the
environment and worker safety. While we are also subject to regulations on
emissions of the United States Environmental Protection Agency ("EPA"), current
EPA rules did not require us to obtain any permits or approvals in connection
with the construction and operation of our business. However, state and federal
rules can and do change, and such changes could result in greater regulatory
burdens on us.

     Our ethanol production requires us to emit a significant amount of carbon
dioxide into the air. Current Kansas law regulating emissions does not restrict
or prevent us from emitting carbon dioxide gas into the air, but this could
change in the future. We could also be subject to environmental or nuisance
claims from adjacent property owners or residents in the area based on foul
smells or other air or water discharges from the plant.

     We obtained what we believe are all the necessary air and water permits to
operate our plant before we commenced operations, including a permit to
discharge wastewater from our plant. Under normal conditions, our plant utilizes
a closed system and will not discharge process wastewater, but we obtained a
permit to discharge wastewater in case of emergency failure of our wastewater
treatment equipment. We also obtained a permit to discharge water used in our
cooling tower and boiler.

     In addition to the foregoing regulations affecting air and water quality,
we are subject to regulation for our fuel storage tanks. If we are found to have
violated federal, state or local environmental regulations in the future, we
could incur liability for clean-up costs, damage claims from third parties and
civil or criminal penalties that could adversely affect our business.

Employees

     As of the date of filing this report, we have 30 full-time employees. These
include the Chief Executive Officer/General Manager, a plant manager to oversee
plant operations and production, a commodities manager to oversee grain
acquisition and risk management, a safety director, a lab manager, a maintenance
manager, an office manager and an administrative assistant. The remainder of our
employees include administrative, production and maintenance support personnel.
None of our employees are the subject of collective bargaining by labor unions,
and we believe that we enjoy excellent relations with our employees.

     From time to time, we also retain the services of outside consultants to
supplement the services provided by our employees. These include engineering,
construction, legal, accounting and financial advisors. We believe that we can
obtain the services of all personnel necessary to operate our business.

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Item 2.  Description of Property

     We currently have an interest in 190 acres of real property. We acquired
53.5 acres of partially developed land in Gove County for the purpose of
constructing our plant. However, in October 2003, we completed an industrial
revenue bond financing with Gove County that will provide us with property tax
savings on our plant site. As part of the financing, title to our plant site and
all of our facilities have been transferred to Gove County as security for the
repayment of the bonds. We are leasing back the site for an amount that is equal
to the amount of the principal and interest that is payable on the bonds. The
term of the lease is 30 years or as long as the bonds are outstanding. Also
under the terms of the lease, we can repurchase the site for a nominal amount
upon repayment of the bonds.

     We also own approximately 137 acres of land located one and one-half miles
east of the 53.5 acres on which our plant is located. When we acquired this
property, we also acquired water appropriation rights for two wells located on
the property. We will need to apply to the Kansas Department of Agriculture,
Division of Water Resources to change the type of water use from agricultural
irrigation use to industrial use if we need to utilize these wells. We only
anticipate using water from these wells if we expand our plant capacity. We have
agreed to lease the property back to one of the sellers for a period of five
years with the amount of rent based on the portion of the land that is dry land
acres and the portion that is irrigated acres, with the seller expressly
recognizing that the water available for irrigation may be dramatically reduced,
and possibly eliminated, if we use the water from this property in our ethanol
plant operations.

     In addition to our ethanol plant, discussed at the beginning of this
report, we also own an administrative building adjacent to the plant. The
administrative building consists of 3,000 finished square feet (including a
partially finished basement) and provides offices for our administrative staff.
We believe our existing facilities are sufficient for the foreseeable future.

     All of our property serves as the collateral for our debt financing with
AgCountry Farm Credit Services, FLCA, which is described below under "Item 6.
Management's Discussion and Analysis or Plan of Operation."

Item 3.  Legal Proceedings

     From time to time we may be subject to litigation that is incidental to our
business. However, we are not currently a party to any pending legal proceedings
that are not routine litigation incidental to our business.

Item 4.  Submission of Matters to a Vote of Security Holders

     We did not submit any matter to a vote of our security holders through the
solicitation of proxies or otherwise during the third quarter of the Transition
Period. Our next annual meeting of members is scheduled for March 1, 2005.

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                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

     There is no public trading market for our capital units. Article 4 of our
Third Amended and Restated Operating Agreement provides a number of strict
restrictions regarding the transfer of capital units by our members. In essence,
any proposed transfer must be approved by our Board of Managers.

     In addition to the restrictions on transfer contained in our operating
agreement, we are also subject to limitations imposed by the United States
Internal Revenue Code ("Code"). In order to maintain our status as a partnership
for income tax purposes, we must not be treated as a "publicly traded
partnership" under relevant provisions of the Code. Generally, the Code provides
that a publicly traded partnership will be taxed as a corporation. In order to
comply with these rules, we do not intend to list any of our capital units on a
stock exchange or apply for quotations in any electronic trading system.
Accordingly, transfer of capital units will generally be limited to the
following:

     o    Gifts;

     o    Transfers by reason of death;

     o    Transfers between members of a family; and

     o    "Block" transfers.

     A block transfer is a transfer by a member and any related person, as
defined in the Code, of membership interests representing in the aggregate more
than 2% of the total interest in our capital or profits in one or more
transactions during any 30 calendar day period.

     As of December 10, 2004, there were 2,286 Class A capital units, 1,744
Class B capital units and 50 Class C capital units outstanding, owned by a total
of approximately 550 members.

     Under the terms of our Third Amended and Restated Operating Agreement, we
are required to make an annual distribution to our members of a minimum of 20%
of the net cash we earn from operations, as defined in the Agreement, as long as
net cash from operations exceeds $500,000 for that year. However, we are
prohibited from making any distributions if it would violate or cause us to
default under any of the terms of any of our credit facilities or debt
instruments.

     On November 16, 2004, our Board of Managers approved a cash distribution to
our members equal to $500 for each capital unit outstanding on that date, or a
total of $2,040,000. The distribution was paid December 10, 2004. Our primary
lender, AgCountry Farm Credit Services, FLCA ("AgCountry") approved the
distribution as required under our loan agreement with that entity. Future
distributions will be made in the discretion of our Board of Managers, subject
to the provisions of our Operating Agreement and the approval of our lender.

                                       11
<PAGE>

Item 6.  Management's Discussion and Analysis or Plan of Operation

Introduction

     The following discussion highlights our financial condition at September
30, 2004 and a comparison of our financial condition at that date to December
31, 2003, the end of our prior fiscal year. We also highlight the results of our
operation for the nine months ended September 30, 2004 and the year ended
December 31, 2003.

     Due to the fact that we commenced operations during the first quarter of
2004, we do not believe a comparison of our operating results for the Transition
Period ended September 30, 2004 to the prior year is meaningful. However, we
discuss that comparison, as required by relevant requirements of the SEC.

Results of Operation

     During the Transition Period ended September 30, 2004, we reported net
income of $7,393,563, or $1,812 per unit, on revenue of $39,485,027. Our net
income includes $1,726,226 from operations and other income of $5,667,337,
consisting primarily of grant and subsidy income. Net income for the Transition
Period represents an improvement of $7,925,594 from the year ended December 31,
2003, during which we reported a net loss of $532,031 from startup activities.

     Revenue. Total revenue for the Transition Period ended September 30, 2004
was $39,485,027, consisting of $31,988,205 in ethanol sales (81%) and $7,496,822
in sales of distiller's grain (19%). Revenue was affected positively by what we
believe to be relatively high prices for ethanol during that period. Due to
several factors, including recent increases in the price of gasoline, we believe
prices for ethanol will remain relatively constant or decrease in the coming
year. This may adversely affect our operations on a price per gallon basis.

     Our ongoing plant expansion is designed to increase our production capacity
by 25%, from 30 million gallons per year to 40 million gallons per year. We
expect our expansion to be completed and ready for production during the first
quarter of 2005. When completed and operational, this expansion will
significantly increase revenue during the next fiscal year.

     In addition to sales revenue, we recorded revenue from grants and subsidies
of $6,380,176 for the Transition Period. These incentives consist of payments
from federal and state governments in connection with our ethanol production
recorded in our Statement of Operations under "Other Income." During the
Transition Period, we recorded incentive revenue of $5,188,875 from the United
States Department of Agriculture's Commodity Credit Corporation under its
Bioenergy Program. Of this amount, $1,909,212 is accrued on our balance sheet,
representing amounts we believe we will receive from that program in the near
future.

                                       12
<PAGE>

     The Bioenergy Program had a total funding limit of $150,000,000 for the
2004 program year of October 1, 2003 to September 30, 2004. Due to production
expansion in the ethanol industry, both with new plants coming on line and
increased efficiencies, applications for payments under the program exceeded
available funding for the first three quarters of the program year. As a result,
the revenue that we recognized for the program period ended September 30, 2004
was $1,999,684 less than the amount we qualified for based on our application.
Due to the shortfall, we recorded incentive revenue under the program based on a
reserve estimate calculated on experience gathered from other producers and
sources. Based on these considerations and estimates, we recorded less than what
we had expected to receive under this program for the Transition Period. Because
of the uncertainty of the funding and the number of payment applications under
the Bioenergy Program for the program quarter ending September 30, 2004, it is
uncertain as to how much, if any, we will receive of the reserve estimate.

     We also anticipate that we may receive less incentive income under the
Bioenergy Program in the next program year because the incentive payments are
partially based on the increase in gallons of ethanol produced compared to the
prior years' production, as opposed to the total number of gallons produced in
the current year. Therefore, we will receive lower payments under this program
next year and in the future, because the increase in our production as compared
to the prior years, if any, will be smaller than for our first year of
production.

     In addition to incentives from the federal government, we recognized
$1,125,000 of grants from the State of Kansas during the Transition Period, of
which $672,977 was received and $452,023 was accrued at September 30, 2004.
Because the number of ethanol producers who will qualify for the incentives is
not known, we cannot predict whether the funds designated will be sufficient to
fully fund the program in the future.

     Incentive programs may not have sufficient funds to cover the allocations
to eligible producers in future years, as we recently experienced with the
Bioenergy Program. We are currently unable to predict whether the funding
shortfall in the Bioenergy Program will continue, whether there may be a funding
shortfall in the incentive programs in the future and how this would impact our
allocation.

Costs of Goods Sold. Our costs of goods sold for the Transition Period totaled
$31,893,577, representing 81% of our revenue and resulting in a gross profit of
$7,591,450, or approximately 19% of our revenue. Based on our review of
information published by other industry participants with operations that we
believe to be comparable to ours, we believe our profit margin exceeds industry
averages. We attribute this to the efficiency of our plant and equipment.

     Significant components of our costs and the approximate percentage of our
total costs for the Transition Period that each represented include raw grain
(71%), denaturant (3%), electricity (3%), natural gas (9%) and labor (4%). The
prices for most of these items remained generally constant during the Transition
Period, although we did experience a slight increase in the price of natural gas
consistent with prices nationwide. We do not expect a significant increase in
the price of any of these components for the coming year. Corn prices were at
record highs in the second quarter of calendar 2004, due to seasonal
fluctuations in inventory and last year's drought. However, these prices
stabilized during the three months ended September 30, 2004, and we expect these
reduced prices to continue for the foreseeable future.

                                       13
<PAGE>

     As discussed previously, we enter into options and future contracts for the
acquisition of grain in an effort to stabilize the price we pay for this
commodity. During the Transition Period, our costs of sales included $1,751,432
on losses attributable to these hedging activities. Part of this amount is an
unrealized loss of $622,925 for the Transition Period, representing the
unrealized losses on contracts that had not matured as of September 30, 2004,
and treated as a comprehensive loss. Notwithstanding this loss and the
unrealized loss, we believe that hedging is an important part of our business as
we seek to stabilize prices for raw materials.

General and Administrative Expenses. General and administrative expenses for the
Transition Period totaled $1,003,228. Significant components of this expense
include administrative salaries, professional fees and insurance. With the
completion of our proposed plant expansion next year, we anticipate
administrative salaries and other miscellaneous expenses may increase slightly.
However, we also anticipate that professional fees will decrease as we overcome
many issues relating to the commencement of operations and construction of our
plant. Accordingly, we expect these two factors to equalize and our
administrative expenses will remain generally constant for the foreseeable
future.

Depreciation and Amortization. Depreciation remains a significant component of
our expenses, although it is a non-cash expense and does not affect our cash
flow. During the Transition Period, we reported $4,861,996 of depreciation and
amortization expense, a significant majority of which is related to depreciation
of the ethanol plant. Since a significant portion of our capital investment
represents machinery and equipment with a shorter life expectancy, we anticipate
that our depreciation expense will be significant for the foreseeable future.
Our building, with a longer life expectancy, represents a minor portion of our
investment.

Other Income (Expense). As noted above, we reported other income of $5,667,337,
primarily relating to grant and subsidy income of $6,380,176. Lease expenses
associated with our arrangement with Gove County were entirely offset by imputed
interest on the industrial development revenue bonds which we own. Interest
expense of $738,053 represents amounts paid or accrued on our construction loan
which was recently converted to a permanent loan. (See "-Liquidity and Capital
Resources" below.)

Liquidity and Capital Resources

Overview

     Our working capital at September 30, 2004 totaled $7,472,989, consisting of
current assets of $9,515,308 and current liabilities of $2,042,319. Our working
capital at September 30, 2004 represented an increase of almost $6,950,000 from
year end 2003. Our current ratio at September 30, 2004, representing our current
assets divided by current liabilities, equaled 4.66, which we consider extremely
high for our industry. The substantial increase in working capital from year end
2003, exclusive of the reclassification of debt, represents cash generated by
operations and financing activities, discussed in more detail below.

                                       14
<PAGE>

     Our capital requirements for the coming year include financing operations
and completing expansion of our plant. With the capital we had available at
September 30, 2004, we believe we have sufficient resources for those purposes.

     Our capital resources consist of (i) cash from operations; (ii) permanent
financing, in the form of capital contributions by our members; (iii) bank debt;
and (iv) industrial development bonds issued by Gove County. During the nine
months ended September 30, 2004, our current assets increased by almost
$8,500,000, representing cash generated by operations, borrowing on available
debt, increases in accounts receivable and inventory. Our operating activities
generated $1,433,632 of cash, while financing activities produced $4,757,634 of
cash.

     Due to our favorable liquidity position at September 30, 2004, our Board of
Managers approved a distribution to our members in the amount of $500 per unit,
or $2,040,000 in the aggregate, paid December 10, 2004. A determination of any
future distributions will be made in the discretion of our Board of Managers
based on such factors as our operating results and future capital requirements.
All distributions must be approved by our primary lender.

Cash Flow. The cash generated by our operating activities during the Transition
Period represents our net income of $7,393,563, adjusted for (i) items such as
depreciation and amortization which do not require cash and (ii) changes in
assets and liabilities. Adding back our depreciation and amortization expense
provided an additional $4,861,996 of cash during the Transition Period. Reducing
cash at September 30, 2004 was an increase in accounts receivable of
approximately $2,200,000, accounts receivable from the United States Department
of Agriculture under the Bioenergy Program and the Kansas State Incentive
Program of approximately $2,360,000, inventory of $1,255,682 and repayment of
accounts payable to the contractor for our ethanol plant of $5,231,553. These
adjustments resulted in net cash from operating activities of $1,433,632.

     Our investment activities used $3,526,972 of cash. A majority of that
amount, $2,476,243, was used to purchase our plant and equipment. The remaining
amount of $1,050,729 was invested in options and futures contract in connection
with our hedging activities.

     By far, the largest source of cash during the Transition Period was our
financing activities, which provided $4,757,634 of cash. To complete
construction of our ethanol plant and provide necessary working capital for
operations, we borrowed $9,757,634 under our existing credit arrangement. When
our construction loan was converted to permanent financing in August 2004, we
repaid $5,000,000 to our lender, which is now available under a line of credit
for future borrowing. Overall, cash increased $2,664,294 from fiscal year end
2003 to September 30, 2004.

Equity Financing. Our members have contributed $19,801,035 in equity financing,
primarily from our initial public offering completed in 2003. All of that amount
was used either in preparation for, or the actual construction of, our ethanol
plant. During the Transition Period, our equity increased $6,770,638,
representing approximately 36% of our equity which existed at December 31, 2003.

Debt Financing. Under our arrangement with AgCountry, we borrowed $22,000,000
under a construction loan executed in 2003. The proceeds of that loan were used
by us to complete construction of the plant and to commence operations. In
August 2004, we converted the loan to permanent financing in the form of a
$16,000,000 term loan and a line of credit in the amount of $5,000,000. At that
time, we paid AgCountry $5,000,000 to reduce the loan, all of which was used to
create the line of credit.

                                       15
<PAGE>

     The term loan is payable at the rate of $425,000 per calendar quarter, plus
accrued interest at the rate of LIBOR plus four percent.(2) Subsequent to the
end of the Transition Period, we paid an additional $2,000,000 to AgCountry as
required under the terms of our loan agreement.

     Our repayment obligations under the credit agreement are secured by all of
our tangible and intangible real and personal property. In addition, the bonds
acquired from Gove County, described above, have been pledged to AgCountry to
secure our borrowing. As part of the credit agreement, we agreed to certain
affirmative, negative and financial covenants, which potentially effect our
operations, including, but not limited to, the following:

     o    We must provide AgCountry with audited annual and unaudited quarterly
          financial statements, annual budgetary and business plan information,
          and a notice of the occurrence of an event of default and other
          material events.

     o    We must permit AgCountry representatives to visit and inspect our
          properties, conduct audits of the collateral, examine our books and
          records and review documents related to construction of our plant.

     o    With certain exceptions, we may not incur additional indebtedness,
          allow our real or personal properties to be used as collateral for any
          other obligations or make any other investments of any kind.

     o    We may not make distributions to our members except for such
          distributions payable in our membership interests or distributions
          that do not exceed 40% of the excess of our net income over amounts
          payable to AgCountry under the credit agreement.

     o    We must maintain certain financial ratios, beginning at various times,
          including a fixed charge coverage ratio, leverage ratio and current
          ratio and we must meet minimum net worth requirements. We also may
          not, after completion of construction of the plant, make any capital
          expenditures in excess of $400,000 during any fiscal year without
          AgCountry's prior written approval.

     Effective July 29, 2004, we amended our loan agreement with AgCountry. The
amendment revises certain terms defined in the original loan agreement and
revises certain financial ratios as follows:

----------------------
(2)  LIBOR is defined as "London Interbank Offered Rate," and is the interest
     rate offered by a specific group of London banks for U.S. dollar deposits
     of a stated maturity. LIBOR is used as a base index for setting rates of
     some adjustable rate financial instruments.

                                       14
<PAGE>

         "Free Cash Flow" shall mean for any period, the EBITDA (earnings before
         interest, taxes, depreciation and amortization) less the sum of
         Mandatory Debt Retirement, Taxes paid by Borrower and its Subsidiaries,
         and Non-Financed Maintenance Capital Expenditures.

         Fixed Charge Coverage Ratio. On September 30, 2005, and annually
         thereafter, Borrower will maintain a Fixed Charge Coverage Ratio of not
         less than 1.15:1.00.

Our Fixed Charge Coverage Ratio at September 30, 2004 was 2.3:1

         Leverage Ratio. On September 30, 2005, and at all times thereafter,
         Borrower will maintain a ratio of (i) net worth to (ii) total assets of
         not less than 0.50:1.00. For the calculation of the leverage ratio,
         total assets and liabilities of Borrower will be net of the "Gove
         County IDR Bonds" asset and liability accounts (listed at $32,000,000
         as September 30, 2004).

This ratio at September 30, 2004 was 0.61:1.

         Capital Expenditures. Borrower will not make Capital Expenditures in
         excess of $500,000 during any fiscal year period without Lender's prior
         written approval. Notwithstanding the previous sentence or any other
         provision of any other Loan Document, Lender consented to the Capital
         Expenditures of Borrower in the amount of up to $4,500,000 incurred
         pursuant to the Agreement between Borrower and ICM, Inc. dated August
         26, 2004.

         Current Ratio and Working Capital. Borrower will maintain, on September
         30, 2004 and at all times thereafter, a ratio of current assets to
         current liabilities of not less than 1.20:1.00 and working capital of
         at least $5,000,000 on December 31, 2004, and at all times thereafter.
         For the purpose of calculating the current ratio and working capital
         [under this Section 6.04,] the unadvanced portion of the revolving term
         note, less the amount of step-down due within 12 months, will be
         included as a current asset.

At September 30, 2004 our current ratio was 7.1:1 and working capital was
$12,472,988.

         Minimum Net Worth. Borrower will maintain, (i) on September 30, 2004
         and at all times thereafter, a minimum net worth of $19,000,000, (ii)
         on September 30, 2005 and at all times thereafter, a minimum net worth
         of $23,000,000, and (iii) on September 30, 2006, and at all times
         thereafter, a minimum net worth of $25,000,000.

Our net worth at September 30, 2004 was $25,581,251.

         Restricted Payments. Borrower will not, and will not permit any
         Subsidiary to, declare or make, or agree to pay or make, directly or
         indirectly, any dividend or distribution on any class of its membership
         interests, or make any payment on account of, or set apart assets for a
         sinking or other analogous fund for, the purchase, redemption,
         retirement, defeasance or other acquisition of, any membership interest
         or Indebtedness subordinated to the Obligations of Borrower or any
         options, warrants, or other rights to purchase such common stock or
         such Indebtedness, whether now or hereafter outstanding (each, a
         "Restricted Payment"), except for (i) dividends or distributions

                                       17
<PAGE>

         payable by Borrower solely in units of any class of its membership
         interests, (ii) Restricted Payments made by any Subsidiary to Borrower
         and (iii) dividends or distributions which do not exceed, in any
         rolling 12 month period, 40% of Net Income; and provided further, and
         that no Restricted Payment shall be paid by Borrower if an Event of
         Default exists or would result from the payment of such Restricted
         Payment.

These revised terms and conditions will affect our obligations to AgCountry
beginning the dates set forth above.

     After analyzing our operating results during the Transition Period, and
comparing those results to our industry peers, we have determined it would be in
our members' best interest to expand plant capacity and increase production of
ethanol. Toward that end, we have contracted to expand our plant capacity by
25%, to a name plate capacity of 40,000,000 gallons per year. In order to
finance that expansion, we executed an agreement with AgCountry to borrow an
additional $3,500,000 (the "Expansion Loan") and allocated approximately
$1,000,000 of our then-existing cash for that purpose. Those sources will
provide approximately $4,500,000 necessary for construction of the expansion,
including $500,000 of ancillary equipment. We expect the expansion will become
operational in the first quarter of 2005.

The Expansion Loan is payable in quarterly installments of $125,000 plus
interest beginning April 1, 2005 and continuing on the first day of each
succeeding calendar quarter until the loan is paid in full. Interest accrues at
LIBOR plus a margin of 4.00%, which margin is subject to change in the
discretion of the lender beginning November 1, 2005. The Expansion Loan provides
for default interest at a rate 2.00% higher than the prevailing rate and that a
default under any other loan will constitute a default under that loan.

Critical Accounting Policies and Estimates

     Preparation of our financial statements necessarily requires estimates and
judgments to be made that affect the amounts of assets, liabilities, revenues
and expenses reported. Such decisions include the selection of the appropriate
accounting principles to be applied and the assumptions on which to base
accounting estimates. Our management continually evaluates these estimates based
on assumptions it believes to be reasonable under the circumstances.

     The difficulty in applying these policies arises from the assumptions,
estimates and judgments that must be made currently about matters that are
inherently uncertain, such as future economic conditions, operating results and
valuations, as well as management intentions. As the uncertainty increases, the
level of precision decreases, meaning that actual results can, and probably will
be, different from those currently estimated.

     Of the significant accounting policies described in the notes to the
financial statements, we believe that the following may involve a higher degree
of estimates, judgments and complexity:

                                       18
<PAGE>


Allocation of Costs Between Organizational, Operating and Offering Costs

     During our start-up and development, legal, consulting and other costs were
and will be incurred relating to organizational costs, operating costs and costs
related to the offering of our capital units. As part of our procedures to
determine the allocation of these costs to the appropriate category, we must
establish the definition of organizational, operating and offering costs, and
apply the facts and circumstances surrounding each cost incurred to the
applicable definition. As part of this process, we make judgments about costs
incurred, and, in turn, how those costs are allocated to the applicable area.
Since the criteria related to the definition of these costs is subjective, if
different assumptions were used to define the above costs, the amounts charged
to operations or as an offering cost could be different than the amounts
reported. However, management does not believe the likelihood of materially
different results would occur if different assumptions were applied to these
allocations.

Classification of Assets and Liabilities

     Our assets are classified as current or long-term in our financial
statements based on our estimates of the time frames related to the conversion
of these assets compared to other operating assets or cash, or reclassification
of the asset to another classification based on the definition of the asset
during our operating cycle.

     Long-term assets are evaluated for usage during the ensuing 12-month
period, and management makes estimates regarding the conversion of the asset to
a current asset or to another long-term asset. Our long-term assets include
prepaid engineering costs that will be included in the cost of the completed
plant. Contract deposits and land options are convertible to other long-term
assets upon their exercise based on management's intentions related to these
contracts. In the event management's assumptions and expectations change with
regard to the intended use or usefulness of the rights and privileges related to
these contracts, these amounts may be forfeited and become an expense for us.

     Based on management's current plan of operation, we believe the
classification of these assets is reasonable based on current conditions and
circumstances. However, if the conditions and circumstances related to these
assets are not achieved, the impact of these adjustments would have a material
effect on the amounts recorded as assets, members' equity and results of
operations.

Commitments and Contingencies

     Contingencies, by their nature, relate to uncertainties that require
management to exercise judgment both in assessing the likelihood that a
liability has been incurred, as well as in estimating the amount of the
potential expense. In conformity with accounting principles generally accepted
in the United States, we accrue an expense when it is probable that a liability
has been incurred and the amount can be reasonably estimated.

                                       19
<PAGE>

Long-Lived Assets

     Depreciation and amortization of our property, plant and equipment will be
provided on the straight-line method by charges to operations at rates based
upon the expected useful lives of individual or groups of assets placed in
service. Economic circumstances or other factors may cause management's
estimates of expected useful lives to differ from the actual useful lives.
Differences between estimated lives and actual lives may be significant, but
management does not expect events that occur during the normal operation of our
plant related to estimated useful lives to have a significant effect on results
of operations.

     Long-lived assets, including property, plant and equipment and investments,
are evaluated for impairment on the basis of undiscounted cash flows whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. An impaired asset is written down to its estimated fair
market value based on the best information available. Considerable management
judgment is necessary to estimate future cash flows and may differ from actual
cash flows. Management does not expect an impairment of assets will exist based
on their assessment of the risks and rewards related to the ownership of these
assets and the expected cash flows generated from the operation of the plant.

Forward-Looking Statements

     This Form 10-KSB contains or incorporates by reference "forward-looking
statements," as that term is used in federal securities laws, about our
financial condition, results of operations and business. These statements
include, among others:

          - statements concerning the benefits that we expect will result from
     our business activities and certain transactions that we have completed,
     such as increased revenues, decreased expenses and avoided expenses and
     expenditures; and

          - statements of our expectations, beliefs, future plans and
     strategies, anticipated developments and other matters that are not
     historical facts.

     These statements may be made expressly in this document or may be
incorporated by reference to other documents that we will file with the SEC. You
can find many of these statements by looking for words such as "believes,"
"expects," "anticipates," "estimates" or similar expressions used in this report
or incorporated by reference in this report.

     These forward-looking statements are subject to numerous assumptions, risks
and uncertainties that may cause our actual results to be materially different
from any future results expressed or implied by us in those statements. Because
the statements are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied. We caution you not to put undue
reliance on these statements, which speak only as of the date of this report.
Further, the information contained in this document or incorporated herein by
reference is a statement of our present intention, is based on present facts and
assumptions and may change at any time and without notice based on changes in
such facts or assumptions.

                                       20
<PAGE>

     A few of the uncertainties that could affect the accuracy of
forward-looking statements, besides the specific "Risk Factors" identified
below, include:

          a. The state of the United States economy and how it affects the
     desire for automobile travel;

          b. The relative price of gasoline and other competing fuels;

          c. Changes in government regulations for air and water quality or
     subsidies for production of ethanol and other fossil fuel alternatives;

          d. Technological advances in the process for producing ethanol; and

          e. Drought and other environmental conditions.

Risk Factors

     Our business is not diversified and this could reduce the value of our
membership units. Our success depends largely upon our ability to profitably
operate our ethanol business. We do not have any other line of business or other
sources of revenue if we are unable to produce ethanol and distiller grains. If
economic or political factors adversely affect the market for ethanol, the value
of our membership units could decline because we have no other line of business
to fall back on if the ethanol business declines. Our business would also be
significantly harmed if our ethanol plant could not operate at full capacity for
any extended period of time.

     Federal regulations concerning tax incentives could expire or change which
could reduce our revenue. Congress currently provides certain federal tax
incentives for oxygenated fuel producers and marketers, including those who
purchase ethanol to blend with gasoline in order to meet federally mandated
oxygenated fuel requirements. These tax incentives include, generally, a lower
federal excise tax rate for gasoline blended with at least 10 percent, 7.7
percent, or 5.7 percent ethanol, and income tax credits for blenders of ethanol
mixtures and small ethanol producers. Gasoline marketers pay a reduced tax on
gasoline that they sell that contains ethanol.

     The ethanol industry and our business depend on continuation of the federal
ethanol credit. This credit has supported a market for ethanol that might
disappear without the credit. The federal subsidies and tax incentives are
scheduled to expire in 2010. These subsidies and tax incentives to the ethanol
industry may not continue beyond their scheduled expiration date or, if they
continue, the incentives may not be at the same level. The revocation or
amendment of any one or more of those laws, regulations or programs could
adversely affect the future use of ethanol in a material way, and we cannot
guarantee that any of those laws, regulations or programs will be continued. The
elimination or reduction of federal subsidy and tax incentives to the ethanol
industry would have a material adverse impact on our business by making it more
costly or difficult for us to produce and sell ethanol. If the federal ethanol
tax incentives are eliminated or sharply curtailed, we believe that a decreased
demand for ethanol will result.

                                       21
<PAGE>

     The production and sale of "hybrid" automobiles may affect the demand for
fuel, thereby reducing the demand for ethanol. The production and sale of hybrid
automobiles, which rely on a combination of electricity and gasoline as power
sources, have continued to rise over the past several years. In our opinion, the
demand for these cars is partially a function of the high price of gasoline that
has prevailed in the last few years. If the price of fuel remains high or
continues to rise, the demand for hybrid cars and alternative means of
transportation may also increase. That, in turn, may decrease the demand for
gasoline and adversely affect the price we receive for the ethanol we sell. This
may adversely affect our revenue in the future.

     Members may be required to pay taxes on their share of the Company's income
even if we make no distributions to members. We expect to be treated as a
partnership for federal income tax purposes unless there is a change of law or
trading in the membership units is sufficient to classify the Company as a
"publicly traded partnership." This means that the Company will pay no income
tax and all profits and losses will "pass-through" to our members who will pay
tax on their share of the Company's profits. It is likely that the Company's
members may receive allocations of taxable income that exceed any cash
distributions made, if any. This may occur because of various factors, including
but not limited to, accounting methodology, lending covenants that restrict the
Company's ability to pay cash distributions, or our decision to retain or use
the cash generated by the business to fund our operating activities and
obligations. Accordingly, members may be required to pay income tax on the
allocated share of the Company's taxable income with personal funds, even if the
members receive no cash distributions from the Company.

     Higher than anticipated operating costs could reduce our profitability. In
addition to general market fluctuations and economic conditions, we could
experience significant cost increases associated with the ongoing operation of
the plant caused by a variety of factors, many of which are beyond our control.
These cost increases could arise from inadequate supplies and resulting price
increases for grain and/or natural gas. Labor costs also can increase,
particularly if there is any shortage of labor or persons with skills necessary
to operate the plant. We believe our operations are particularly susceptible to
fluctuations in the price of corn and milo, since acquisition of grain is the
largest component of our operating costs. A small increase in the price of grain
could dramatically affect our operating results due to the volume of corn and
milo that we require for annual operation of our plant. To guard against that
potential, we engage in hedging activities to help stabilize the price of grain,
but there is no assurance that hedging will prevent the adverse effects of an
increase in grain prices.

     Low gasoline prices could reduce profitability. The price of ethanol has
some relation to the price for gasoline. The price of ethanol tends to increase
as the price of gasoline increases, and the price for ethanol tends to decrease
as the price of gasoline decreases. Any lowering of gasoline prices will likely
also lead to lower prices for ethanol and adversely affect our operating
results.

                                       22
<PAGE>

     Increases in the production of ethanol could result in lower prices of
ethanol and have other adverse effects. We expect that many existing ethanol
plants will construct additions to increase their production and that new
fuel-grade ethanol plants will be constructed as well. We cannot provide any
assurance or guarantee that there will be any material or significant increases
for the demand for ethanol, so the increased production of ethanol may lead to
lower prices. The increased production of ethanol could have other adverse
effects as well. For example, increased production will also lead to increased
supplies of co-products, such as grain solubles. Those increased supplies could
in turn lead to lower prices for these co-products. Also, the increased
production of ethanol could result in increased demand for corn and milo which,
in turn, could in turn lead to higher prices for these grains, resulting in
higher costs for production and lower profits.

     Hedging transactions involve risks that could harm our profitability. In an
attempt to minimize the effects of the volatility of corn and milo costs on
operating profits, we take hedging positions in corn and milo futures markets.
Hedging means protecting the price at which we buy corn and milo and the price
at which we sell our products in the future. It is a way to attempt to reduce
the risk caused by price fluctuation. The effectiveness of such hedging
activities is dependent upon, among other things, the cost of corn and milo and
our ability to sell sufficient amounts of ethanol and grain solubles to utilize
all of the grain subject to futures contracts. Although we attempt to link
hedging activities to sales plans and pricing activities, such hedging
activities can themselves result in costs because price movements in grain
contracts are highly volatile and influenced by many factors beyond our control.
Losses related to hedging activity could be high, since a small movement in the
price of grain or other commodities can be magnified in the futures markets.

     The technology that we use to produce ethanol may become obsolete if
current research efforts to produce ethanol from cellulose-based biomass are
successful. Although ethanol also can be produced from milo, most ethanol is
currently produced from corn, especially in the midwest. The current trend in
ethanol production research is to develop an efficient method of producing
ethanol from cellulose-based biomass such as agricultural waste, forest residue,
municipal solid waste and energy crops. This trend is driven by the fact that
cellulose-based biomass is generally cheaper than corn and producing ethanol
from biomass would create opportunities to produce ethanol in areas that are
unable to grow corn. Although current technology is sufficiently efficient to be
competitive, the federal government anticipates these new conversion
technologies will become viable ethanol production methods in the future. If
these competing technologies are developed, we may not be able to compete
effectively. We do not believe it will be cost effective to convert our existing
plant to a plant that will use cellulose-based biomass to produce ethanol.

Item 7.  Financial Statements

     Reference is made to the Index of Financial Statements following Part III
of this Report for a listing of the Company's financial statements and notes
thereto.

Item 8. Changes in and Disagreements With Accountants on Accounting and
         Financial Disclosure

     On October 15, 2003, our Board of Managers dismissed Eide Bailly LLP ("Eide
Bailly") as our independent public accountants.

                                       23
<PAGE>

     The audit reports of Eide Bailly on our financial statements for the year
ended December 31, 2002 and for the period from July 10, 2001 (inception) to
December 31, 2001 did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or accounting
principles.

     During the year ended December 31, 2002, for the period from July 10, 2001
(inception) to December 31, 2001 and from January 1, 2003 through October 15,
2003, there were no disagreements with Eide Bailly on any matter of accounting
principle or practice, financial statement disclosure, or auditing scope or
procedure which, if not resolved to Eide Bailly's satisfaction, would have
caused Eide Bailly to make reference to the subject matter of such disagreement
in connection with Eide Bailly's report on our financial statements for such
year and period.

     Eide Bailly's letters to our Board of Managers dated January 24, 2002 and
January 14, 2003, respectively, advised that, in Eide Bailly's judgment, there
were reportable conditions related to our internal controls. Our Audit Committee
has discussed these matters with Eide Bailly, and, in response, we have employed
additional bookkeeping staff, which began working in November, 2003, and has
implemented additional appropriate internal controls.

     On October 15, 2003, our Board of Managers engaged Stark Winter Schenkein &
Co., LLP to audit our balance sheet as of December 31, 2003, and related
statements of operations, changes in members' equity and cash flows for the year
then ended.

Item 8A.  Controls and Procedures

     We maintain a system of controls and procedures designed to provide
reasonable assurance as to the reliability of the financial statements and other
disclosures included in this report. As of September 30, 2004, under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, management has evaluated the effectiveness of the design and
operation of our disclosure controls and procedures. Based on that evaluation,
the Chief Executive Officer and the Chief Financial Officer concluded that our
disclosure controls and procedures were effective in timely alerting them to the
requirements to be included in our periodic filing with the SEC. No significant
changes were made to internal controls or other factors that could significantly
affect those controls subsequent to the date of their evaluation.

                                    PART III

     Our Definitive Information Statement to be filed with the SEC not later
than January 28, 2005, is incorporated by reference into Part III, Items 9
through 12, of this report.

Item 13.  Exhibits and Reports on Form 8-K

     The following exhibits are filed as part of, or are incorporated by
reference into, this report:

          (a) Exhibits. See Exhibit Index following the signature page of this
     report.

                                       24
<PAGE>

          (b) Reports on Form 8-K.

               (i) The Company filed a Current Report dated July 20, 2004,
          reporting the change in its fiscal year.

Item 14.

     Our Definitive Information Statement to be filed not later than January 28,
2005 is incorporated into Item 14 of this report.

                                       25
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized in Oakley, Kansas on
January 12, 2005.

                              WESTERN PLAINS ENERGY, L.L.C.


                              By:  /s/ Michael J. Erhart
                                   ---------------------------------------------
                                    Michael J. Erhart, Chief Executive Officer,
                                    General Manager

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed by the following persons in the capacities and on the dates
indicated.

Signatures                    Title                                   Date


/s/ Jeff Torluemke            President, Manager               January 10, 2005
------------------------
Jeff Torluemke


/s/ Richard Sterrett          Vice President,                  January 13, 2005
------------------------
Richard Sterrett              Chief Financial Officer, Chief
                              Accounting Officer, Manager

/s/ Ben Dickman               Manager                          January 5, 2005
------------------------
Ben Dickman


/s/ Gary Johnson              Manager                          January 11, 2005
------------------------
Gary Johnson


/s/ Brian Baalman             Manager                          January 11, 2005
------------------------
Brian Baalman


/s/ Ronald Blaesi             Manager                          January 12, 2005
------------------------
Ronald Blaesi


/s/ Robert Casper             Manager                          January 12, 2005
------------------------
Robert Casper

                                       26
<PAGE>


                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

                                                   Filed
Exhibit No.   Description                          Herewith    Incorporated Herein by Reference
------------- ------------------------------------ ----------- -------------------------------------------------------
<S>           <C>                                   <C>        <C>
3.1(i)        Articles of Organization                         Appendix A to the Issuer's  Prospectus  filed with the
                                                               Commission  pursuant  to Rule  424(b)(3)  on June  11,
                                                               2002 (File No. 333-74982)
------------- ------------------------------------ ----------- -------------------------------------------------------
3.1(ii)       Third Amended and Restated                       Exhibit 3 to the Issuer's  Form 10-QSB for the quarter
              Operating Agreement                              ended June 30, 2003
------------- ------------------------------------ ----------- -------------------------------------------------------
4.1           Form of Class A Capital Unit                     Exhibit 4.1 to the  Issuer's  Form SB-2 filed with the
              Certificate                                      Commission on December 12, 2001 (File No. 333-74982)
------------- ------------------------------------ ----------- -------------------------------------------------------
4.2           Form or Class B Capital Unit                     Exhibit 4.2 to the  Issuer's  Form SB-2 filed with the
              Certificate                                      Commission on December 12, 2001 (File No. 333-74982)
------------- ------------------------------------ ----------- -------------------------------------------------------
4.3           Form of Class C Capital Unit                     Exhibit 4.3 to the  Issuer's  Form SB-2 filed with the
              Certificate                                      Commission on December 12, 2001 (File No. 333-74982)
------------- ------------------------------------ ----------- -------------------------------------------------------
10.1          Credit Agreement with AgCountry                  Exhibit  10.1  to the  Issuer's  Form  10-QSB  for the
              Farm Credit Services, FLCA, dated                quarter ended June 30, 2003
              July 29, 2003
------------- ------------------------------------ ----------- -------------------------------------------------------
10.2          DDGS/SWGS Marketing Agreement with               Exhibit 10.5 to the Issuer's Form SB-2 filed with the
              ICM Marketing, Inc., dated October               Commission on December 12, 2001 (File No. 333-74982)
              1, 2001
------------- ------------------------------------ ----------- -------------------------------------------------------
10.3          Land Exchange Agreement, dated                   Exhibit 10.9 to the Issuer's Form SB-2 filed with the
              November 23, 2001                                Commission on December 12, 2001 (File No. 333-74982)
------------- ------------------------------------ ----------- -------------------------------------------------------
10.4          Real Estate Purchase Agreement,                  Exhibit  10.10 to the Issuer's  Form SB-2  filed with
              dated December 21, 2001                          the Commission on May 1, 2002 (File No. 333-74982)
------------- ------------------------------------ ----------- -------------------------------------------------------
10.5          Well Construction and Pumping                    Exhibit 10.11 to the Issuer's Form SB-2 filed with
              Agreement, dated November 19, 2001               the  Commission  on  December  12,  2001  (File  No.
                                                               333-74982)
------------- ------------------------------------ ----------- -------------------------------------------------------
10.6          Design/Build Agreement with ICM,                 Exhibit  10.12 to the  Issuer's  Form SB-2  filed with
              Inc., dated April 4, 2002                        the Commission on May 1, 2002 (File No. 333-74982)
------------- ------------------------------------ ----------- -------------------------------------------------------
10.7          Agreement between the Company and        X
              ICM, Inc. dated August 26, 2004
              for expansion of our plant
------------- ------------------------------------ ----------- -------------------------------------------------------
10.8          Agreement between the Company and        X
              United Bio Energy Ingredients,
              LLC, dated August 2, 2004
------------- ------------------------------------ ----------- -------------------------------------------------------
10.9          Form of Second Amendment to the          X
              Credit Agreement with AgCountry
              dated July 29, 2004
------------- ------------------------------------ ----------- -------------------------------------------------------
10.10         Promissory Note/Loan Agreement           X
              with AgCountry dated November 16,
              2004
------------- ------------------------------------ ----------- -------------------------------------------------------
</TABLE>
                                       27
<PAGE>

<TABLE>
<CAPTION>
                                                   Filed
Exhibit No.   Description                          Herewith    Incorporated Herein by Reference
------------- ------------------------------------ ----------- -------------------------------------------------------
<S>           <C>                                   <C>        <C>


31.1          Certifications pursuant to Rule          X
              13a-14(a) or 15d-14(a) under the
              Securities Exchange Act of 1934,
              as amended
------------- ------------------------------------ ----------- -------------------------------------------------------
31.2          Certifications pursuant to Rule          X
              13a-14(a) or 15d-14(a) under the
              Securities Exchange Act of 1934,
              as amended
------------- ------------------------------------ ----------- -------------------------------------------------------
32.1          Certifications pursuant to 18            X
              U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002
------------- ------------------------------------ ----------- -------------------------------------------------------
</TABLE>
                                       28
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


Members and Board of Managers
Western Plains Energy, LLC


We have audited the accompanying balance sheet of Western Plains Energy, LLC as
of September 30, 2004, and the related statements of operations, changes in
members' equity, and cash flows for the nine months ended September 30, 2004 and
the year ended December 31, 2003. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates by management, as well as evaluating
the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Western Plains Energy, LLC as
of September 30, 2004, and the results of its operations, and its cash flows for
the nine months ended September 30, 2004 and the year ended December 31, 2003 in
conformity with accounting principles generally accepted in the United States of
America.


/s/ Stark Winter Schenkein & Co., LLP
-------------------------------------
Denver, Colorado
December 20, 2004


<PAGE>


                          WESTERN PLAINS ENERGY, L.L.C.
                                  BALANCE SHEET
                               SEPTEMBER 30, 2004


ASSETS

CURRENT ASSETS
Cash                                                         $      3,243,020
Accounts receivable                                                 2,192,845
Accounts receivable - government subsidies                          2,361,235
Inventory                                                           1,255,682
Prepaid expense                                                        33,720
Available-for-sale securities                                         428,805
                                                               ---------------
Total current assets                                                9,515,307
                                                               ---------------

PROPERTY AND EQUIPMENT
Land                                                                  503,903
Land improvements                                                     645,280
Manufacturing equipment                                            33,776,372
Buildings                                                           1,078,969
Vehicles                                                              121,737
Office equipment, furniture, fixtures                                 208,812
Construction-in-progress                                              256,450
                                                               ---------------
                                                                   36,591,523
Less:  Accumulated depreciation                                    (4,851,327)
                                                               ---------------
                                                                   31,740,196
                                                               ---------------

OTHER ASSETS
Investment in industrial development revenue bonds                 32,000,000
Loan origination fees, net                                            331,489
Financing fees, net                                                   194,744
Deposits                                                               97,834
                                                               ---------------
                                                                   32,624,067
                                                               ---------------

TOTAL ASSETS                                                 $     73,879,570
                                                               ===============


LIABILITIES AND MEMBER'S EQUITY

CURRENT LIABILITIES
Accounts payable                                             $        340,691
Accrued expenses                                                        1,628
Current portion of long term debt                                   1,700,000
                                                               ---------------
Total current liabilities                                           2,042,319
                                                               ---------------

LONG TERM DEBT                                                     14,256,000
                                                               ---------------

LEASE OBLIGATION                                                   32,000,000
                                                               ---------------

COMMITMENTS AND CONTINGENCIES

MEMBERS' EQUITY
Class A Capital Units, 2,286 issued                                10,910,140
Class B Capital Units, 1,744 issued                                 8,640,895
Class C Capital Units, 50 issued                                      250,000
Retained earnings                                                   6,403,141
Accumulated comprehensive (loss)                                     (622,925)
                                                               ---------------
Total members' equity                                              25,581,251
                                                               ---------------

TOTAL LIABILITIES AND MEMBERS' EQUITY                        $     73,879,570
                                                               ===============

           Please refer to accompanying notes to financial statements.
                                                                             F-2
<PAGE>

                          WESTERN PLAINS ENERGY, L.L.C.
                            STATEMENTS OF OPERATIONS
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2003


                                                       NINE MONTHS
                                                         ENDED      YEAR ENDED
                                                      SEPTEMBER 30, DECEMBER 31,
                                                          2004         2003
                                                      ------------  -----------

REVENUE                                               $ 39,485,027  $     --
COST OF SALES                                           31,893,577        --
                                                      ------------  -----------
GROSS PROFIT                                             7,591,450        --
                                                      ------------  -----------

EXPENSES
General and administrative expenses                      1,003,228     559,722
Depreciation and amortization expense                    4,861,996      12,662
Startup expenses                                              --       132,231
                                                      ------------  -----------
Total expenses                                           5,865,224     704,615
                                                      ------------  -----------

Income (loss) from start-up activities or operations     1,726,226    (704,615)
                                                      ------------  -----------

Other income (expense)
Interest expense                                          (738,053)    (62,835)
Interest from industrial development revenue bonds         768,746      85,234
Plant lease expense                                       (768,746)    (85,234)
Grant and subsidy income                                 6,380,176     223,473
Other income                                                25,214      11,946
                                                      ------------  -----------

Total other income                                       5,667,337     172,584
                                                      ------------  -----------

NET INCOME (LOSS)                                     $  7,393,563  $ (532,031)
                                                      ============  ===========



NET INCOME (LOSS) PER UNIT
BASIC                                                    1,812.15      (432.90)
                                                      ===========   ==========
DILUTED                                                  1,812.15      (432.90)
                                                      ===========   ==========

WEIGHTED AVERAGE UNITS OUTSTANDING
BASIC                                                       4,080        1,229
                                                      ===========   ==========
DILUTED                                                     4,080        1,229
                                                      ===========   ==========


NET INCOME (LOSS)                                     $ 7,393,563   $ (532,031)

Other comprehensive (loss)
Unrealized losses on grain hedging contracts             (622,925)        --
                                                      -----------   ----------

COMPREHENSIVE INCOME (LOSS)                           $ 6,770,638   $ (532,031)
                                                      ===========   ==========

Proforma Statements of Operations Data (unaudited):
  Net income (loss), as reported                      $ 7,393,563   $  (532,031)
  Pro forma income tax provision (benefit)              2,513,811      (180,891)
                                                      -----------   -----------
    Pro forma net income (loss)                       $ 4,879,752   $  (351,140)
                                                      ===========   ===========

  Pro forma net income (loss) per share
    (basic and diluted)                               $  1,196.02   $   (285.71)
                                                      ===========   ===========

           Please refer to accompanying notes to financial statements.

                                                                             F-3
<PAGE>

<TABLE>
                          WESTERN PLAINS ENERGY, L.L.C.
                     STATEMENT OF CHANGES IN MEMBERS' EQUITY
      YEAR ENDED DECEMBER 31, 2003 AND NINE MONTHS ENDED SEPTEMBER 30, 2004
<CAPTION>
                       ***** SPLIT TABLE - SEE BELOW *****

                                                                                                                       Additional
                                    Class A                Class B                   Class C          Class D            Paid In
                               Units        Amount     Units     Amount     Units    Amount    Units        Amount       Capital
                               ------   -----------    -----   ----------   -----   --------   -------    ----------    ----------
<S>                            <C>      <C>            <C>     <C>          <c>     <C>        <C>        <C>           <C>
Balance, December 31, 2002       --     $      --       --     $     --        50   $250,000        83    $  415,000    $  434,500

Beneficial conversion option      166       415,000     --           --      --         --         (83)     (415,000)     (415,000)

Units subscribed                2,122    10,610,000    1,744    8,720,000    --         --        --            --            --

Subscriptions forfeited            (2)      (10,000)    --           --      --         --        --            --           1,000

Offering costs                   --        (104,860)    --        (79,105)   --         --        --            --         (20,500)

Subscriptions paid               --            --       --           --      --         --        --            --            --

Net (loss)                       --            --       --           --      --         --        --            --            --
                               ------   -----------    -----   ----------   -----   --------   -------    ----------    ----------

Balance, December 31, 2003      2,286    10,910,140    1,744    8,640,895      50    250,000      --            --            --

Unrealized (losses) on
  grain hedging contracts        --            --       --           --      --         --        --            --            --

Net income                       --            --       --           --      --         --        --            --            --
                               ------   -----------    -----   ----------   -----   --------   -------    ----------    ----------

Balance September 30, 2004      2,286   $10,910,140    1,744   $8,640,895      50   $250,000      --      $     --      $     --
                               ======   ===========    =====   ==========   =====   ========   =======    ==========    ==========
</TABLE>

                         *****SPLIT TABLE SEE BELOW*****
<TABLE>
<CAPTION>
                                                                          Retained       Accumulated
                                       Subscription      Discount on      Earnings      Comprehensive
                                        Receivable      Class D Units    (Deficit)          (Loss)          Total
                                       ------------      ------------    ------------    ------------    ------------
<S>                                    <C>               <C>             <C>             <C>             <C>
Balance, December 31, 2002             $   (225,000)     $   (415,000)   $   (458,391)   $       --      $      1,109

Beneficial conversion option                   --             415,000            --              --              --

Units subscribed                        (17,212,000)             --              --              --         2,118,000

Subscriptions forfeited                       9,000              --              --              --              --

Offering costs                                 --                --              --              --          (204,465)

Subscriptions paid                       17,428,000              --              --              --        17,428,000

Net (loss)                                     --                --          (532,031)           --          (532,031)
                                       ------------      ------------    ------------    ------------    ------------

Balance, December 31, 2003                     --                --          (990,422)           --        18,810,613

Unrealized (losses) on
  grain hedging contracts                      --                --              --          (622,925)       (622,925)

Net income                                     --                --         7,393,563            --         7,393,563
                                       ------------      ------------    ------------    ------------    ------------

Balance September 30, 2004             $       --        $       --      $  6,403,141    $   (622,925)   $ 25,581,251
                                       ============      ============    ============    ============    ============
</TABLE>

           Please refer to accompanying notes to financial statements.

                                                                             F-4
<PAGE>

                          WESTERN PLAINS ENERGY, L.L.C.
                            STATEMENTS OF CASH FLOWS
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2003

                                                     NINE MONTHS
                                                        ENDED      YEAR ENDED
                                                    SEPTEMBER 30,  DECEMBER 31,
                                                        2004           2003
                                                    ------------   ------------
OPERATING ACTIVITIES
  Net income (loss)                                 $  7,393,563   $   (532,031)
  Depreciation and amortization                        4,861,996         12,662
Changes in assets and liabilities
  Accounts receivable                                 (2,192,845)          --
  Accounts receivable - Government Subsidies          (2,361,235)          --
  Inventory                                           (1,255,682)          --
  Deposits                                               (97,834)        32,500
  Prepaid  expenses                                        7,080        240,608
  Loan origination and financing fees                     14,583           --
  Accounts payable and accrued expenses                  295,560       (129,547)
  Accounts payable - construction -related party      (5,231,553)     5,207,640
                                                    ------------   ------------
    NET CASH PROVIDED BY OPERATING ACTIVITIES          1,433,632      4,831,832
                                                    ------------   ------------

INVESTING ACTIVITIES
  Purchase of property, plant and equipment           (2,476,242)   (33,926,515)
  Disbursements of advances on grain                    (453,600)          --
  Receipts of advances on grain                          453,600           --
  Purchase of available for sale securities, net      (1,050,730)        (1,000)
                                                    ------------   ------------
    NET CASH (USED IN) INVESTING ACTIVITIES           (3,526,972)   (33,927,515)
                                                    ------------   ------------

FINANCING ACTIVITIES
  Borrowings on line of credit and advances payable   (5,000,000)       350,000
  Payments on line of credit and advances payable           --         (450,000)
  Payment of loan and financing fees                        --         (564,147)
  Capital unit subscriptions                                --       19,546,000
  Offering costs paid                                       --         (204,465)
  Proceeds from notes payable                          9,757,634     11,198,366
  Payment of notes payable                                  --         (219,000)
                                                    ------------   ------------
    NET CASH PROVIDED BY FINANCING ACTIVITIES          4,757,634     29,656,754
                                                    ------------   ------------

NET INCREASE IN CASH                                   2,664,294        561,071

CASH - BEGINNING OF PERIOD                               578,726         17,655
                                                    ------------   ------------

CASH - END OF PERIOD                                $  3,243,020   $    578,726
                                                    ============   ============

SUPPLEMENTAL CASH FLOW INFORMATION

  Cash paid for income taxes                        $       --     $       --
                                                    ============   ============
  Cash paid for interest                            $    736,425   $     58,962
                                                    ============   ============

Non-cash Investing and Financing Activities
Investment in industrial revenue bonds              $ 13,366,710   $ 18,633,290
                                                    ============   ============
Lease obligation                                    $ 13,366,710   $ 18,633,290
                                                    ============   ============
Conversion of note payable to line of credit        $  5,000,000   $       --
                                                    ============   ============

           Please refer to accompanying notes to financial statements.

                                                                             F-5
<PAGE>

                          WESTERN PLAINS ENERGY, L.L.C.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


NOTE 1 - NATURE OF OPERATIONS

Principal Business Activity

Western Plains Energy, L.L.C. (a Kansas limited liability company with its
principal place of business in Gove County, Kansas) was organized to own and
operate a 30 million gallon ethanol plant. Western Plains Energy, L.L.C. (the
Company) was organized on July 10, 2001. The Company began its principal
operations in January 2004. Prior to that date, the Company was considered to be
in the development stage.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

Revenue from the production of ethanol and related products is recorded upon
delivery to customers. Interest income is recognized as earned. Income from
government grant programs is recognized as costs are incurred. Government
subsidies are recognized based on fulfillment of program criteria, completion of
application and determination of available funding.

Derivatives and Financial Instruments

The Company accounts for derivatives in accordance with Statement of Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and
Hedging Activities". SFAS No. 133 requires the recognition of derivatives in the
balance sheet and the measurement of these instruments at fair value. Changes in
the fair value of derivatives are recorded in earnings unless the normal
purchase or sale exception applies or hedge accounting is elected.

The Company enters into derivative instruments including future contracts, swap
agreements and purchased options to fix prices for a portion of future raw
material requirements. The Company has designated, documented and assessed for
hedge relationships, which mostly resulted in cash flow hedges that require the
Company to record the derivatives assets and liabilities at their fair value on
the balance sheet with an offset in other comprehensive income. Amounts are
removed from other comprehensive income as the underlying transactions occur and
realized gains or losses are recorded. The Company has included in its cost of
sales an aggregate of $1,159,495 of losses on completed contracts related to its
hedging activities and has recorded an aggregate of $622,925 of unrealized
losses at September 30, 2004 as a charge to comprehensive income. At September
30, 2004, Available for sale securities of $427,805, representing the lower of
the cost or fair market value of the hedging activities are recorded on the
balance sheet.

                                                                             F-6
<PAGE>

                          WESTERN PLAINS ENERGY, L.L.C.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.

Property and Equipment

Property and equipment is recorded at cost. Depreciation of assets is computed
using the straight-line method over the following estimated useful lives:

      Building and manufacturing equipment           5 - 31.5 years
      Land improvements                              15 years
      Vehicles                                        7 years
      Office equipment and furniture                  7 years

There was no depreciation expense recorded in 2003, as the plant was not placed
into service until January 2004. Depreciation expense for the nine months ended
September 30, 2004 amounted to $4,851,327.

Long-Lived Assets

The Company reviews the value of its non-current assets for impairment whenever
events indicate that the carrying amount of the asset may not be recoverable. An
impairment loss is recorded when the sum of the future cash flows is less than
the carrying amount of the asset. The amount of the loss is determined by
comparing the fair market value of the asset to the carrying amount of the
asset. Such assessments did not result in any adjustment to the value of
non-current assets.

Organization and Start-Up Costs

Organization and start-up costs are expensed as incurred. Organization costs
consist of amounts related to the formation of the Company. Start-up costs
consist of amounts incurred during the development stage related to the
operation and management of the Company, which do not qualify as capitalized
costs.

Offering Costs

Costs incurred related to the initial public offering of Class A and Class B
capital units are recorded as prepaid offering costs until the subscriptions for
Class A and Class B capital units related to the offering have been accepted by
the Company. Prepaid offering costs are allocated to members' equity in
proportion to the number of units issued versus the total number of units
issuable from the Company's offering. Offering costs include direct costs
related to the offering such as legal fees, registration costs and other direct
costs associated with the offering.

                                                                             F-7
<PAGE>

                          WESTERN PLAINS ENERGY, L.L.C.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Concentration of Credit Risk

The Company's cash balances are maintained in bank depositories and periodically
exceed federally insured limits. At September 30, 2004, the Company's balances
exceeded insured limits by $3,043,020.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of September 30, 2004. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash,
accounts receivable, accounts payable, accrued liabilities, and long-term debt.
Fair values were assumed to approximate carrying values for these financial
instruments because they are short term in nature and their carrying amounts
approximate fair values. The carrying value of the Company's capital lease
obligation and long-term debt approximated their fair values based on the
current market conditions for similar debt instruments.

Income Taxes

The Company is organized as a limited liability company under state law. As a
limited liability company that has elected to be taxed as a partnership, the
Company's earnings pass through to the members and are taxed at the member
level. Accordingly, no income tax provision has been included in these financial
statements. Differences between the financial statement basis of assets and the
tax basis of assets is related to capitalization and amortization of
organization and start-up costs for tax purposes, whereas these costs are
expensed for financial statement purposes.

Earnings Per Capital Unit

For purposes of calculating basic earnings per capital unit, capital units
subscribed for and issued by the Company are considered outstanding on the
effective date of issuance.

                                                                             F-8
<PAGE>

                          WESTERN PLAINS ENERGY, L.L.C.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


Segment Information

The Company follows SFAS 131, "Disclosures about Segments of an Enterprise and
Related Information". Certain information is disclosed, per SFAS 131, based on
the way management organizes financial information for making operating
decisions and assessing performance. The Company currently operates in a single
segment and will evaluate additional segment disclosure requirements as it
expands its operations.

Comprehensive Income

The Company reports comprehensive income in accordance with SFAS 131, "Reporting
Comprehensive Income," which requires the reporting of all changes in equity
during a period, except those resulting from investment by owners and
distribution to owners, in a financial statement for the period in which they
are recognized. This encompasses unrealized gains and losses from
available-for-sale securities held. There was no comprehensive income recorded
during the year ended December 31, 2003, as there was no change in the fair
value of investments. The Company recorded a comprehensive loss of $622,925
during the nine months ended September 30, 2004 to recognize a decrease in the
fair value of unfulfilled future purchase contracts for raw materials at that
date.


Accounts Receivable

The Company's accounts receivable are due from distributors in the ethanol and
livestock feed industries. Credit is extended based on evaluation of a
customers' financial condition and collateral is not required. Accounts
receivable are due within 30 days and are stated at amounts due from customers
net of an allowance for doubtful accounts. Accounts outstanding longer than the
contractual payment terms are considered past due. The Company determines its
allowance by considering a number of factors, including the length of time trade
accounts receivable are past due, the Company's previous loss history, the
customer's current ability to pay its obligation to the Company, and the
condition of the general economy and the industry as a whole. The Company
writes-off accounts receivable when they become uncollectible, and payments
subsequently received on such receivables are credited to the allowance for
doubtful accounts. The was no allowance for doubtful accounts at September 30,
2004.

Inventories

Inventories are stated at the lower of cost or market, determined on a first-in,
first-out basis. Inventory reserves are established for obsolescence based on
expiration dating of perishable products and excess levels of inventory on hand.
Inventories at September 30, 2004 consist of the following:

                                                                             F-9
<PAGE>

                          WESTERN PLAINS ENERGY, L.L.C.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

         Raw materials                                $505,433
         Work-in-process                               399,952
         Finished goods                                350,297
                                                    ----------
                                                    $1,255,682
                                                    ==========

Shipping and Handling

The cost of shipping products to customers is included in cost of goods sold.
Amounts billed to a customer in a sale transaction related to shipping and
handling is classified as revenue.

Recent Accounting Pronouncements

In November 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard 151 "Inventory Costs". This Statement
amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing, "to clarify
the accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). In addition, this Statement requires that
allocation of fixed production overheads to the costs of conversion be based on
the normal capacity of the production facilities. The provisions of this
Statement will be effective for the Company beginning with its fiscal year
ending 2006. The Company is currently evaluating the impact this new Standard
will have on its operations, but believes that it will not have a material
impact on the Company's financial position or results of operations.

   In December 2004, the FASB issued Statement of Financial Accounting Standards
No. 153 "Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29".
This Statement amended APB Opinion 29 to eliminate the exception for nonmonetary
exchanges of similar productive assets and replaces it with a general exception
for exchanges of nonmonetary assets that do not have commercial substance. A
nonmonetary exchange has commercial substance if the future cash flows of the
entity are expected to change significantly as a result of the exchange. The
adoption of this Standard is not expected to have any material impact on the
Company's financial position or results of operations.

In December 2004, the FASB issued Statement of Financial Accounting Standards
No. 123 (revised 2004) "Share-Based Payment". This Statement requires that the
cost resulting from all share-based transactions be recorded in the financial
statements. The Statement establishes fair value as the measurement objective in
accounting for share-based payment arrangements and requires all entities to
apply a fair-value-based measurement in accounting for share-based payment
transactions with employees. The Statement also establishes fair value as the
measurement objective for transactions in which an entity acquires goods or
services from non-employees in share-based payment transactions. The Statement
replaces FASB Statement No. 123 "Accounting for Stock-Based Compensation" and
supercedes APB Opinion No. 25 "Accounting for Stock Issued to Employees". The
provisions of this Statement will be effective for the Company beginning with
its fiscal year ending 2007. The Company is currently evaluating the impact this
new Standard will have on its operations, but believes that it will not have a
material impact on the Company's financial position or results of operations.

                                                                            F-10
<PAGE>

                          WESTERN PLAINS ENERGY, L.L.C.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


In May 2003, the Financial Accounting Standards Board ("FASB") issued SFAS 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity." SFAS 150 changes the accounting guidance for certain
financial instruments that, under previous guidance, could be classified as
equity or "mezzanine" equity by now requiring those instruments to be classified
as liabilities (or assets in some circumstances) on the balance sheet. Further,
SFAS 150 requires disclosure regarding the terms of those instruments and
settlement alternatives. SFAS 150 is generally effective for all financial
instruments entered into or modified after May 31, 2003, and is otherwise
effective at the beginning of the first interim period beginning after June 15,
2003. The adoption of SFAS 150 in the first quarter of fiscal 2004 is not
expected to have any material impact on the Company's financial position,
results of operations or cash flows.


NOTE 3 - LAND

During the period ended September 30, 2004, the Company capitalized land costs
of $125,000 relating to the construction of a natural gas pipeline to serve the
ethanol production facility.


NOTE 4 - MEMBERS' EQUITY

As specified in the Company's Third Amended and Restated Operating Agreement,
the Company has four classes of membership capital units: Class A, B, C and D
capital units of each class are issued in denominations of $5,000.

Class A and Class B capital units were offered for sale in the public offering.
A total of 3,967 Class A and B capital units were offered at a price of $5,000
per unit pursuant to a registration statement filed with the Securities and
Exchange Commission, with a minimum of $15,735,000 and a maximum of $19,835,000
raised from such offering of units. Upon the execution of a subscription
agreement for Class A capital units, a person who purchased Class A capital
units submitted (i) 10% of the total purchase price of the Person's subscription
amount to the Company, which was deposited into the Company's escrow account for
the Offering and (ii) an executed promissory note in the amount of the remaining
90% balance of such Person's subscription amount. Payments of amounts due under
the promissory notes were subject to the call of the Board of Managers.
Committed Capital due under the promissory note was contributed within 30 days
from the date of call, during the year ended December 31, 2003.

                                                                            F-11
<PAGE>

                          WESTERN PLAINS ENERGY, L.L.C.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

Upon default on certain obligations of members related to capital units, the
Company has the right to redeem the member's interest at 10% of the price at
which the Company originally offered the Capital Units for sale. If an investor
defaults on the payment of the purchase price pursuant to a promissory note
referenced above, the Company will have the right to retain all amounts paid by
the investor as liquidated damages.

The Company's Class A capital units were offered only to producers of
agricultural products, with a minimum purchase of two (2) Class A Capital Units
per investor. The Company also offered to sell Class B capital units with a
minimum purchase of seven (7) Class B capital units per investor. For the first
45 days of the offering, Class B capital units were only offered to purchasers
of Class A capital units.

The Offering was competed in 2003 with 2,122 Class A and 1,744 Class B units
sold for gross proceeds of $19,330,000. For Class C capital units subscribed in
a private placement prior to the public offering, 10% of the offering price was
due upon subscription with the remaining amount executed as a promissory note
due subject to the call of the Board of Managers. The Company received a
subscription for 50 Class C Units, totaling $250,000, from Ethanol Products,
LLC. In accordance with the subscription agreement, a nonrefundable $25,000 was
received by the Company and deposited into an escrow account during the year
ended December 31, 2001. The remaining $225,000 of the subscription was received
during the year ended December 31, 2003.

Class D capital units were offered for sale prior to the public offering at a
price of $5,000 per unit to the members of the board of managers and certain
others. Upon completion of the public offering, which occurred in March 2003,
the Class D units automatically converted into two (2) Class A capital units.
Total equity raised from the sale of Class D units was $415,000 during the year
ended December 31, 2001.

The Company must approve all transfers or other dispositions of capital units.
Voting rights are one vote per member for Class A capital units, and one vote
per unit for Class B and Class C capital units. Members elect the Board of
Managers, and members must approve any merger or consolidation with another
business entity, sale of substantially all of the Company's assets or voluntary
dissolution. The Board of Managers decides all other matters regarding operation
and management of the Company, including amendment of the Operating Agreement.

Income and losses are allocated to members based on their respective percentage
of membership interest. Distributions to members shall be no less than 20% of
net cash from operations, as defined in the Operating Agreement, if net cash
from operations is in excess of $500,000 on an annual basis, provided that any
such distribution does not constitute or cause a default under any of the
Company's loan documents or credit facilities.

                                                                            F-12
<PAGE>

                          WESTERN PLAINS ENERGY, L.L.C.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


Upon dissolution of the Company, and after the payment of all debts and
liabilities of the Company, the assets shall be distributed to the unit holders
ratably in proportion to the credit balances in their respective capital
accounts for all classes of units.

Operating Agreement

During July 2003, the Board of Managers amended the Company's operating
agreement. The amendment includes, among other things, provisions whereby a
bankrupt member's interest may be redeemed at 90% of the fair market value of
the units at the option of the Company.


NOTE 5 - FINANCING ARRANGEMENTS

Line of Credit

On August 26, 2002, the Company established a $100,000 revolving line of credit
with the First National Bank of Quinter, Kansas. The outstanding balances bear
interest at the bank's prime rate plus 2%. Interest is due on a quarterly basis.
All outstanding balances were due at the maturity date of August 26, 2003.
Certain assets of the Company secured the line. This line of credit was paid in
full during the year ended December 31, 2003.

Advance payable

During January 2003, the Company received an advance of $250,000 from ICM, Inc.
The advance was due on demand; bears interest at 6% and is secured by property.
The advance was repaid on April 11, 2003 with interest of $4,192.

Notes Payable

The Company had an outstanding loan of $100,000 from the Kansas Department of
Commerce and Housing. The loan was non-interest bearing through the later of 7
days following the release from escrow of proceeds of the initial public
offering to the Company or September 1, 2003. In the event the proceeds of the
offering were not released from escrow by September 1, 2003, the loan bears
interest at 7.75% from September 1, 2003 through repayment, due 7 days after the
release of the offering proceeds from escrow. The Company repaid the balance of
this note on April 28, 2003.

In February 2002, the Company entered into a 5% note payable with Farm Credit
Services for $120,000. The note was due in annual installments of $27,717,
including interest, with the final installment due on March 1, 2007, and was
secured by land. As a portion of the proceeds from the note, the Company
received 200 shares of Farm Credit Services stock at a cost of $1,000. During
the year ended December 31, 2003, the note was repaid in full.

                                                                            F-13
<PAGE>

                          WESTERN PLAINS ENERGY, L.L.C.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


Construction and permanent financing commitment

During July 2003, the Company entered into a credit agreement with Ag Country
Farm Credit Services, FLCA (AgCountry) that established a $22,000,000 (or 55% of
construction costs, whichever is less) multiple-advance, non-revolving
construction loan for construction of the ethanol plant. The construction note
expired August 1, 2004, with the amount outstanding converted into a permanent
term loan to be amortized over a 10 year period. $5,000,000 of this note was
converted to a revolving credit facility to reduce interest costs and to aid
cash management.

During the construction period, interest-only payments equal to the London
Interbank Offered Rate (LIBOR) plus 4% were due monthly.

During August 2004, the Company converted the construction loan into a term
loan, which is being repaid in quarterly principal payments of $425,000 plus
accrued interest based on the 30 day LIBOR indexed rate of LIBOR plus 4.00%, and
a $5,000,000 credit line. The balance of the term loan was $15,956,000 at
September 30, 2004. The revolving credit facility was paid in full during
September 2004.

The term note is subject to certain restrictive covenants, and required payment
of origination, participation and other fees totaling $337,107 and an annual
administrative fee of $25,000. The $362,107 of financing costs are being
amortized over the life of the loan (10 years), commencing with the loan's
conversion into a permanent loan which occurred during August 2004. The annual
administrative fee is amortized over 12 months. Accrued interest on the term
loan amounted to $1,628 at September 30, 2004.

During the period ended September 30, 2004, the Company entered into two
irrevocable standby letters of credit (the Letters of Credit) for $120,000 and
$500,000, respectively. The Letters of Credit are for the benefit of the
Company's utility provider. The Letters of Credit expire on December 31, 2011.


NOTE 6 - COMMITMENTS, CONTINGENCIES AND AGREEMENTS

The Board of Managers has entered into various agreements regarding the
formation, operation and management of the Company. Significant agreements are
as follows:

                                                                            F-14
<PAGE>

                          WESTERN PLAINS ENERGY, L.L.C.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


Energy Management Services

The Company has entered into an agreement with U.S. Energy Service, Inc. for
energy management and engineering services. The initial term of the agreement
expired on August 31, 2003, and is renewable for one-year terms unless
terminated by either party with 30 days advance notice. The agreement provides
for fees of $2,800 per month. The agreements was renewed through August 31, 2004
and again through August 31, 2005.

Sales Service Agreement

The Company has entered into an agreement with ICM Marketing, Inc., for the sale
of the bulk feed grade products (distiller's grains) produced from the plant.
The agreement expires October 1, 2004, and is automatically renewed for one-year
terms unless either party provides written notice 90 days prior to expiration of
the agreement. Under the terms of the agreement, ICM Marketing, Inc. purchases
all products at a price equal to 98% of the selling price, less applicable
freight. If the product is sold to members of the Company, the price is set at
98.5% of the selling price, less applicable freight. ICM Marketing, Inc. is
responsible for billing and account servicing of the product sales and for
losses related to non-payment unless such non-payment relates to substandard
products. This agreement was subsequently assigned to United Bio Energy, LLC an
affiliate of ICM Marketing, Inc.

Ground Water Services

The Company entered into an agreement on December 19, 2001 to secure rights to
ground water for the ethanol plant. The agreement requires a payment of $15,000
for the rights; of which $7,500 was payable upon execution of the agreement and
the remainder is payable 7 days prior to commencement of the drilling of the
water well by the Company. In addition, the agreement requires payments of
$1,050 per quarter during the first 15 years of the agreement, commencing with
pumping of the well, with the parties renegotiating the quarterly fee after the
first 15 years of the agreement. The agreement has a 20-year term commencing
with pumping of the well, with renewal for successive 5-year periods unless
notice of termination is provided 60 days prior to expiration of the agreement.
Minimum payments related to pumping water from the well are $4,200 per year,
with a total commitment of $63,000 during the first 15 years of the agreement.

Marketing Agreement

The Company entered into an agreement on October 31, 2001with Ethanol Products,
LLC, for the marketing of the Company's ethanol and certain administrative
services. The agreement as amended on October 18, 2002, has a term of 5 years
and commences upon start of ethanol production, with a fee of $.01 per gallon of
ethanol produced. The agreement is renewable for 5-year terms unless notice of
termination has been delivered at least 90 days prior to expiration.

                                                                            F-16

<PAGE>

                          WESTERN PLAINS ENERGY, L.L.C.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


NOTE 7 - RELATED PARTY TRANSACTIONS

The Company has reimbursed members of the Board of Managers for certain expenses
incurred by the Company and paid by the members of the Board of Managers during
the development stage. Expense reimbursements for the periods ended September
30, 2004 and December 31, 2003, totaled $8,094 and $21,750, respectively.

Ethanol Products, LLC owns all 50 Class C capital units, purchased for $250,000.

ICM, Inc., the general contractor for the plant, advanced $250,000 to the
Company in the first quarter of 2003; the amount was repaid in April 2003 with
$4,192 of accrued interest (See Note 5).

The President of ICM owns or is the beneficial owner of 200 Class B capital
units.

During the period ended September 30, 2004, ICM, Inc., the general contractor
for the plant and an entity controlled by a member of the board of managers,
submitted pay applications totaling $1,376,804. During the same period, ICM
received payments relating to the construction of the ethanol plant of
$6,580,693.

During the period ended September 30, 2004, the Company purchased a vehicle for
$17,000 from a director and member of the LLC. The value of the vehicle was
determined to be fair market value.

During August 2004, the Company entered into a fixed price construction contract
(the "Contract") with ICM, Inc. The President of ICM is both a member of the
board of managers and a member of the Company. The Contract is for an expansion
of the ethanol plant from 30 million gallon to 40 million gallon production per
year. The contract is for $4,000,000, with construction to be completed by
January 2005. At September 30, 2004, $250,000 has been paid toward the Contract
and is recorded in construction in process.


NOTE 8 - GRANTS AND SUBSIDIES

In January 2003, the Company received a value-added agricultural product market
development grant from the United States Department of Agriculture, Rural
Development. The grant provides matching funds not to exceed $290,610 for
working capital expenses. During the year ended December 31, 2003, $223,473 was
applied for and received under this grant. An additional $66,301 was received
during the nine months ended September 30, 2004.

                                                                            F-16
<PAGE>

                          WESTERN PLAINS ENERGY, L.L.C.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


During the nine months ended September 30, 2004, the Company received an
aggregate subsidy for its ethanol production of $3,279,663 pursuant to a United
States Department of Agriculture Bio-Energy program and had an estimated amount
receivable under the program amounting to $1,909,212 at that date. Additionally,
the Company qualifies for additional subsidies under a State of Kansas program.
The Kansas program is limited to an amount of $1,250,000 per year for new
ethanol production in excess of prior year amounts. The Company recorded revenue
of $1,125,000, received an aggregate of $672,977, and recorded a receivable of
$452,023 at September 30, 2004 from the Kansas incentive program during the nine
months ended September 30, 2004.


NOTE 9 - SALE / LEASEBACK TRANSACTION

On October 3, 2003, the Company completed an industrial revenue bond financing
with Gove County, Kansas that will provide property tax savings for 10 years on
the plant site. As part of the financing, title to the plant site and
improvements have been transferred to Gove County, as security for the repayment
of the bonds, and the Company is leasing back the site in an amount that is
equal to the amount of interest to be paid on the Gove County bonds. AgCountry
consented to this transaction, and the bonds have been pledged to AgCountry as
security for any obligations under the AgCountry Credit Agreement. As part of
the financing, the Company paid the bond underwriter, W.R. Taylor, $160,000 and
agreed to pay an additional $40,000 only if the bonds are converted to a
variable rate and remarketed by W.R. Taylor. The maximum principal amount of the
bonds is $32,000,000. The bonds were initially issued in the principal amount of
$15,256,282, which is the amount of the Company's expenditures on the plant as
of August 31, 2003. Additional $3,377,008 in bonds were issued in November 2003.
Additional project costs of $15,004,005 were expended through December 31, 2003
for which $13,366,710 was submitted to the bond trustee for additional bond
issuances that were issued in February 2004.

The $160,000 of financing fees paid to the bond underwriter and $42,040 of legal
and other cost associated with the bond closing will be amortized over the
30-year life of the bonds. $10,669 and $2,245 of amortization expense was
recognized during the periods ended September 30, 2004 and December 31, 2003,
respectively.

The Company, as holder of the industrial revenue bonds, is due interest at 3.5%
per annum with interest payable semi-annually on March 1st and September 1st.
This interest income is directly offset by the lease payments on the plant. Both
the bond and the corresponding lease have terms of 30 years. The lease qualifies
as a capital lease. Interest income recognized on the Industrial Revenue Bonds
for the periods ended September 30, 2004 and December 31, 2003 were $768,746 and
$85,234, respectively. This amount is equal to the lease expense of the plant.

                                                                            F-17
<PAGE>

                          WESTERN PLAINS ENERGY, L.L.C.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


NOTE 10 - CONCENTRATION OF CUSTOMERS

The Company sells essentially all of its products to two marketers, which in
turn sell to other purchasers. The Company has executed an exclusive marketing
agreement with Ethanol Products LLC ("Ethanol Products") of Wichita, Kansas to
market the ethanol produced at its plant. The agreement is effective for an
initial term of five years beginning January 2004 and is automatically renewable
for subsequent five-year terms unless terminated by either party prior to
expiration. Ethanol Products has agreed to purchase all of the ethanol that is
produced at the plant. Ethanol Products will be solely responsible for
determining the price and terms at which the ethanol acquired from the plant
will be sold and to whom it will be sold. In the event that the relationship
with Ethanol Products is interrupted for any reason, the Company believes that
it would be able to locate another entity to market the ethanol. However, any
interruption could temporarily disrupt the sale of the Company's principal
product and adversely affect its operations.

The Company also has executed an exclusive agreement with ICM Marketing, Inc. to
market all of the distiller's grains produced at the plant. The rights and
obligations of ICM under that agreement were subsequently assigned to United Bio
Energy, LLC ("UBE"). The initial term of the agreement with UBE is three years
expiring October 1, 2006 and will automatically renew for additional one-year
terms unless terminated by the Company or UBE following 90 days advance written
notice. As with the marketing arrangement with Ethanol Products, any
interruption in the relationship with UBE could temporarily affect the Company's
business, although it is believed that the Company could find another entity to
market the grains (see Note 6).

NOTE 11 - REGULATION

The construction of the plant required various state and local permits to comply
with existing governmental regulations designed to protect the environment and
worker safety. While the Company is subject to regulations on emissions of the
United States Environmental Protection Agency ("EPA"), current EPA rules do not
require the Company to obtain any permits or approvals in connection with the
construction of the plant or operation of the Company's business. However, state
and federal rules can and do change, and such changes could result in greater
regulatory burdens on the Company.

The ethanol production will require the Company to emit a significant amount of
carbon dioxide into the air. Current Kansas law regulating emissions does not
restrict or prevent the Company from emitting carbon dioxide gas into the air,
but this could change in the future.

The Company obtained what is believed all the necessary air and water permits to
operate the plant, including a permit to discharge wastewater from the plant.

                                                                            F-18
<PAGE>

                          WESTERN PLAINS ENERGY, L.L.C.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


In addition to the foregoing regulations affecting air and water quality, the
Company is subject to regulation for fuel storage tanks. If the Company is found
to have violated federal, state or local environmental regulations in the
future, the Company could incur liability for clean-up costs, damage claims from
third parties and civil or criminal penalties that could adversely affect its
business.


NOTE 12 - SUBSEQUENT EVENTS

Subsequent to September 30, 2004 the Company has made distributions of $500 per
unit to the owners of the 4,080 outstanding units for a total of $2,040,000.

Additionally, the Company has made a payment of $2,000,000 on its loan payable
to AgCountry.

On November 15, 2004 the Company entered into a promissory note agreement with
AgCountry for $3,500,000 for the purpose of expanding the plant from 30 million
to 40 million gallon production capacity. The loan requires 27 quarterly
payments of $125,000 plus accrued interest beginning on April 1, 2005. Interest
accrues at LIBOR plus 4%. The loan matures on January 1, 2012.

                                                                            F-19