##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934.
 For the fiscal quarter ended March 31, 2009.
 OR
 o
    
    Transition report under Section 13 or 15(d) of the Exchange Act.
 For the transition period from  to .
 COMMISSION FILE NUMBER 00051965
 WESTERN IOWA ENERGY, LLC
  Iowa
(State or other jurisdiction of 
incorporation or organization)
    
    41-2143913
(I.R.S. Employer Identification No.)
 1220 S. Center Street, P.O. Box 399
Wall Lake, Iowa 51466
  (712) 664-2173
  þ o
 o Yes o No
 o þ
    Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer þ
    
    Smaller Reporting Company o




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##### 



INDEX
 PART I  FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis or Plan of Operation
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risks
    
    
    25Item 4. Controls and Procedures
    
    
    26PART II  OTHER INFORMATION
    
    
    27Item 1. Legal Proceedings
    
    
    27Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    28Item 3. Defaults Upon Senior Securities
    
    
    28Item 4. Submission of Matters to a Vote of Security Holders
    
    
    28Item 5. Other Information
    
    
    29Item 6. Exhibits
    
    
    29Exhibit 10.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 WESTERN IOWA ENERGY, LLC
BALANCE SHEETS
 March 31,
    
    
    December 31,2009
    
    
    2008(Unaudited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    115,298
    
    
    
    66,400Margin deposits
    
    
    319,384
    
    
    
    285,295Derivative instruments
    
    
    548
    
    
    
    61,360Trade accounts receivable  related party
    
    
    563,409
    
    
    
    1,428,521Other receivables
    
    
    241,388
    
    
    
    163,470Incentive receivables
    
    
    309,882
    
    
    
    312,019Inventory
    
    
    3,470,832
    
    
    
    4,510,457Prepaid expenses
    
    
    173,801
    
    
    
    222,476Total current assets
    
    
    5,194,542
    
    
    
    7,049,998PROPERTY, PLANT AND EQUIPMENTLand and land improvements
    
    
    1,364,842
    
    
    
    1,364,842Office building and equipment
    
    
    645,542
    
    
    
    645,542Plant and process equipment
    
    
    33,687,573
    
    
    
    33,683,185Construction in progress
    
    
    17,794
    
    
    
    17,513Total, at cost
    
    
    35,715,751
    
    
    
    35,711,082Less accumulated depreciation
    
    
    6,005,031
    
    
    
    5,451,621Total property, plant and equipment
    
    
    29,710,720
    
    
    
    30,259,461OTHER ASSETSLand options
    
    
    596
    
    
    
    596Other investments
    
    
    107,198
    
    
    
    80,895Loan origination fees, net of amortization
    
    
    82,927
    
    
    
    87,451Total other assets
    
    
    190,721
    
    
    
    168,942TOTAL ASSETS
    
    $
    35,095,983
    
    
    $
    37,478,401LIABILITIES AND MEMBERS EQUITYCURRENT LIABILITIESAccounts payable:Trade
    
    $
    703,424
    
    
    $
    794,345Related party
    
    
    67,210
    
    
    
    28,480Current portion of long-term debt
    
    
    2,729,110
    
    
    
    2,729,110Accrued interest
    
    
    30,030
    
    
    
    33,372Accrued wages and benefits
    
    
    117,554
    
    
    
    71,570Accrued payroll taxes
    
    
    5,511
    
    
    
    4,059Accrued expenses  related party
    
    
    117,620
    
    
    
    117,620Other current liabilities
    
    
    29,305
    
    
    
    46,079Total current liabilities
    
    
    3,799,764
    
    
    
    3,824,635LONG-TERM LIABILITIESLong-term debt, less current portion above
    
    
    4,997,001
    
    
    
    6,725,056Total liabilities
    
    
    8,796,765
    
    
    
    10,549,691MEMBERS EQUITYContributed capital
    
    
    23,516,376
    
    
    
    23,516,376Retained earnings
    
    
    2,782,842
    
    
    
    3,412,334Total members equity
    
    
    26,299,218
    
    
    
    26,928,710TOTAL LIABILITIES AND MEMBERS EQUITY
    
    $
    35,095,983
    
    
    $
    37,478,401
   3




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WESTERN IOWA ENERGY, LLC
STATEMENTS OF OPERATIONS
 Three Months Ended
    
    
    Three Months EndedMarch 31, 2009
    
    
    March 31, 2008REVENUESRelated parties
    
    $
    3,070,068
    
    
    $
    14,901,869Incentive funds
    
    
    896,069
    
    
    
    3,127,673Total revenues
    
    
    3,966,137
    
    
    
    18,029,542COST OF SALES
    
    
    4,260,768
    
    
    
    16,245,228Gross profit (loss)
    
    
    (294,631
    )
    
    
    1,784,314OPERATING EXPENSESConsulting and professional fees
    
    
    126,379
    
    
    
    103,222Office and administrative expenses
    
    
    333,731
    
    
    
    434,837Total operating expenses
    
    
    460,110
    
    
    
    538,059OTHER INCOME (EXPENSE)Interest income
    
    
    408
    
    
    
    1,727Interest expense
    
    
    (91,893
    )
    
    
    (276,393
    )Grant income
    
    
    100,000
    
    
    
    Patronage dividends
    
    
    116,734
    
    
    
    156,404Total other income (expense)
    
    
    125,249
    
    
    
    (118,262
    )NET INCOME (LOSS)
    
    $
    (629,492
    )
    
    $
    1,127,993BASIC AND DILUTED EARNINGS (LOSS) PER UNIT
    
    $
    (23.80
    )
    
    $
    42.65WEIGHTED AVERAGE UNITS OUTSTANDING,
BASIC AND DILUTED
    
    
    26,447
    
    
    
    26,447
   4




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WESTERN IOWA ENERGY, LLC
STATEMENTS OF CASH FLOWS
 Three Months Ended
    
    
    Three Months EndedMarch 31, 2009
    
    
    March 31, 2008CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)
    
    $
    (629,492
    )
    
    $
    1,127,993Adjustments to reconcile net income (loss) to net cash
provided by operating activitiesDepreciation and amortization
    
    
    557,934
    
    
    
    550,378Non cash portion of patronage dividends
    
    
    (26,303
    )
    
    
    (47,085
    )Non cash forgiveness of debt
    
    
    (100,000
    )
    
    
    Effects of changes in operating assets and liabilitiesMargin deposits
    
    
    (34,089
    )
    
    
    1,341,737Trade accounts receivable  related party
    
    
    865,112
    
    
    
    962,150Other receivables
    
    
    (77,918
    )
    
    
    1,631Incentive receivables
    
    
    2,137
    
    
    
    (614,339
    )Inventory
    
    
    1,039,625
    
    
    
    624,425Derivative instruments
    
    
    60,812
    
    
    
    (1,850,677
    )Prepaid expenses and other assets
    
    
    48,675
    
    
    
    (218,385
    )Accounts payable
    
    
    (52,191
    )
    
    
    (1,147,640
    )Accrued interest
    
    
    (3,342
    )
    
    
    (12,839
    )Accrued wages and benefits
    
    
    45,984
    
    
    
    45,384Accrued payroll taxes
    
    
    1,452
    
    
    
    3,403Accrued expenses  related party
    
    
    
    
    
    
    6,430Other current liabilities
    
    
    (16,774
    )
    
    
    72,000Net cash provided by operating activities
    
    
    1,681,622
    
    
    
    844,566CASH FLOWS FROM INVESTING ACTIVITIESPurchase of property, plant and equipment, including
construction in progress
    
    
    (4,669
    )
    
    
    (13,645
    )CASH FLOWS FROM FINANCING ACTIVITIESNet payments on revolving line of credit
    
    
    
    
    
    
    (550,000
    )Proceeds from long-term debt
    
    
    1,700,000
    
    
    
    Payments on long-term debt
    
    
    (3,328,055
    )
    
    
    (28,056
    )Net cash used in financing activities
    
    
    (1,628,055
    )
    
    
    (578,056
    )NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    48,898
    
    
    
    252,865CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    66,400
    
    
    
    32,048CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    115,298
    
    
    $
    284,913
   5




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WESTERN IOWA ENERGY, LLC
 
NOTES TO UNAUDITED FINANCIAL STATEMENTS
March 31, 2009 NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Use of Estimates in Preparing Financial Statements
  Basis of Accounting
    Revenue Recognition
  Cash and Cash Equivalents
   Accounts Receivable
    6




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WESTERN IOWA ENERGY, LLC
 
NOTES TO UNAUDITED FINANCIAL STATEMENTS
March 31, 2009 Derivative Instruments and Hedging Activities
  Inventories
  Property, Plant, and Equipment
   YearsLand improvements
    
    
    2040Office building
    
    
    540Office equipment
    
    
    520Plant and process equipment
    
    
    1040
  Loan Origination Fees
  Other Investments
  Other Income
  Income Taxes
   7




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WESTERN IOWA ENERGY, LLC
 
NOTES TO UNAUDITED FINANCIAL STATEMENTS
March 31, 2009 Earnings (Loss) Per Unit
  Cost of Sales
  Shipping and Handling Costs
  Environmental Liabilities
  Fair Value of Financial Instruments
  New Accounting Standards
 , Disclosures about Derivative Instruments and Hedging
Activities
 Date of FASB
Statement No. 157 Fair Value Measurements
 Interim Disclosures about Fair Value
of Financial Instruments
  8




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WESTERN IOWA ENERGY, LLC
 
NOTES TO UNAUDITED FINANCIAL STATEMENTS
March 31, 2009 Determining Fair Value When the Volume and Level
of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions
That Are Not Orderly
 NOTE 2  INCENTIVE PAYMENTS AND RECEIVABLE
  NOTE 3  INVENTORY
  March 31
    
    
    December 31,2009
    
    
    2008Raw material
    
    $
    662,299
    
    
    $
    496,028Work in process
    
    
    1,156,017
    
    
    
    541,530Finished goods
    
    
    1,652,516
    
    
    
    3,472,899Total
    
    $
    3,470,832
    
    
    $
    4,510,457
 NOTE 4  LAND OPTION
  NOTE 5  DEBT AND FINANCING
 Revolving Line of Credit
   9




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WESTERN IOWA ENERGY, LLC
 
NOTES TO UNAUDITED FINANCIAL STATEMENTS
March 31, 2009 Long-Term Debt
  March 31,
    
    
    December 31,2009
    
    
    2008Note payable to Farm Credit Services of America and
CoBank under term note agreement  see details
below.
    
    $
    3,700,000
    
    
    $
    4,150,000Note payable to Farm Credit Services of America and
CoBank under reducing revolving credit note  see
details below.
    
    
    3,200,000
    
    
    
    4,350,000Note payable to the Iowa Department of Economic Development  see details below.
    
    
    230,000
    
    
    
    337,500Note payable to Glidden Rural Electric Cooperative  see details below
    
    
    596,111
    
    
    
    616,666Total
    
    
    7,726,111
    
    
    
    9,454,166Less current portion
    
    
    2,729,110
    
    
    
    2,729,110Long-term portion
    
    $
    4,997,001
    
    
    $
    6,725,056
  2010
    
    $
    2,729,1102011
    
    
    1,192,8342012
    
    
    112,2222013
    
    
    224,7222014
    
    
    1,332,222Thereafter
    
    
    2,135,001Total
    
    $
    7,726,111
   10




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WESTERN IOWA ENERGY, LLC
 
NOTES TO UNAUDITED FINANCIAL STATEMENTS
March 31, 2009    NOTE 6  MEMBERS EQUITY
  NOTE 7  CASH FLOW DISCLOSURES
  Three
    
    
    ThreeMonths
    
    
    MonthsEnded
    
    
    EndedMarch 31, 2009
    
    
    March 31, 2008Cash paid for interest
    
    $
    95,235
    
    
    $
    289,210
 NOTE 8  RELATED PARTY TRANSACTIONS
   11




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WESTERN IOWA ENERGY, LLC
 
NOTES TO UNAUDITED FINANCIAL STATEMENTS
March 31, 2009    NOTE 9  LEASE COMMITMENTS
  2010
    
    $
    35,6272011
    
    
    35,6272012
    
    
    8,907Total
    
    $
    80,161
  NOTE 10  RETIREMENT AND SAVINGS PLAN
  NOTE 11  FAIR VALUE OF FINANCIAL INSTRUMENTS
  
    
    Level 1Unadjusted quoted prices for identical assets and liabilities in active
markets;
 
    
    Level 2Quoted prices for similar assets and liabilities in active markets (other
than those included in Level 1) which are observable for the asset or liability, either
directly or indirectly; and
 
    
    Level 3Valuations derived from valuation techniques in which one or more
significant inputs or significant value drivers are unobservable.
  12




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WESTERN IOWA ENERGY, LLC
 
NOTES TO UNAUDITED FINANCIAL STATEMENTS
March 31, 2009 
  SignificantQuoted Prices in
    
    
    Other
    
    
    SignificantActive Markets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsMarch 31, 2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Financial assets:Cash equivalents
    
    $
    105,260
    
    
    $
    105,260
    
    
    $
    
    
    
    $
    Commodity derivatives
    
    $
    548
    
    
    $
    (3,744
    )
    
    $
    4,292
    
    
    $
    
  NOTE 12  DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
 Disclosures about Derivative Instruments and Hedging Activities Accounting for
Derivative Instruments and Hedging Activities
 Objectives and Strategies for Holding Derivative Instruments
  Commodity Risk Management
  Accounting for Derivative Instruments and Hedging Activities
   13




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WESTERN IOWA ENERGY, LLC
 
NOTES TO UNAUDITED FINANCIAL STATEMENTS
March 31, 2009  Fair Value of Derivative Instruments
 Balance Sheet
    
    
    Asset Derivatives
    
    
    Liability DerivativesClassification
    
    
    March 31, 2009
    
    
    March 31, 2009Derivatives not
designated as
hedging under SFAS
133:Commodity contracts  Soybean oil
futures and Heat
Oil options and
swaps
    
    Current assets
    
    $
    548
    
    
    $
    
  Location of net lossrecognized in
    
    
    Net income recognized inDerivatives not designated as
    
    earnings on
    
    
    income on derivativehedging instruments under SFAS 133
    
    derivative activities
    
    
    activitiesCommodity contracts  Soybean oil futures
and Heat Oil options and swaps
    
    Cost of sales
    
    $
    124,278
  NOTE 13  UNCERTAINTIES
      14




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WESTERN IOWA ENERGY, LLC
 
NOTES TO UNAUDITED FINANCIAL STATEMENTS
March 31, 2009    NOTE 14  GAIN CONTINGENCY
  NOTE 15  SUBSEQUENT EVENTS
    15




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WESTERN IOWA ENERGY, LLC
 
NOTES TO UNAUDITED FINANCIAL STATEMENTS
March 31, 2009     16




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Item 2. Managements Discussion and Analysis or Plan of Operation.
  Cautionary Statements Regarding Forward Looking Statements
  
    
    Overcapacity within the biodiesel industry resulting in increased competition and
costs for feedstock and/or decreased prices for our biodiesel and glycerin;
    
    Competition with other manufacturers in the biodiesel industry;
    
    The availability and adequacy of our cash flow to meet our requirements;
    
    Results of our hedging strategies;
    
    Changes in interest rates and the availability of credit to support capital
improvements, development, expansion and operations;
    
    Decrease in the demand for biodiesel;
    
    Changes in plant production capacity or technical difficulties in operating the
plant;
    
    Actual biodiesel and glycerin production varying from expectations;
    
    Availability and cost of products and raw materials, particularly soybean oil and
animal fats;
    
    Changes in the price and market for biodiesel and its co-products;
    
    Our ability to market and our reliance on third parties to market our products;
    
    Fluctuations in petroleum prices;
    
    Competition from alternative fuels and alternative fuel additives;
    
    Changes in our business strategy, capital improvement or development plans;
    
    Consequences of the domestic and global economic downturn and recent financial
crisis;
    
    Our ability to generate free cash flow to invest in our business and service our
debt;
    
    Changes in general economic conditions or the occurrence of certain events causing
an economic impact in the agriculture, oil or transportation industries;
    
    Changes in the environmental regulations or in our ability to comply with the
environmental regulations that apply to our plant operations;
    
    Changes and advances in biodiesel production technology;
    
    Our ability to continue to export our biodiesel;
    
    Changes in federal, state, or local incentives for biodiesel production;
    
    Changes to the rules related to the Renewable Fuels Standard;
    
    The imposition of tariffs or other duties on biodiesel imported into Europe;
    
    The closing, or the failure to close, of the transaction contemplated by the asset
purchase agreement entered into by the Companys board of directors with REG and other
parties affiliated with REG; and
    
    Other factors described elsewhere in this report.
  17




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Overview
   Liquidity and Capital Resources  Proposed Asset Purchase Transaction with Renewable Energy Group,
Inc.
     18




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Results of Operations for the Three Months Ended March 31, 2009 and 2008
  Three Months Ended
    
    
    Three Months EndedMarch 31, 2009
    
    
    March 31, 2008(Unaudited)
    
    
    (Unaudited)Statement of Operations Data
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %Revenues
    
    $
    3,966,137
    
    
    
    100.00
    %
    
    $
    18,029,542
    
    
    
    100.00
    %Cost of Sales
    
    $
    4,260,768
    
    
    
    107.43
    %
    
    $
    16,245,228
    
    
    
    90.10
    %Gross Profit (Loss)
    
    $
    (294,631
    )
    
    
    (7.43
    %)
    
    $
    1,784,314
    
    
    
    9.90
    %Operating Expenses
    
    $
    460,110
    
    
    
    11.60
    %
    
    $
    538,059
    
    
    
    2.98
    %Other Income (Expense)
    
    $
    125,249
    
    
    
    3.16
    %
    
    $
    (118,262
    )
    
    
    (0.66
    %)Net Income (Loss)
    
    $
    (629,492
    )
    
    
    (15.87
    %)
    
    $
    1,127,993
    
    
    
    6.25
    %
 Revenues
  March 31, 2009
    
    
    March 31, 2008% of
    
    
    
    
    
    
    % ofRevenue Sources
    
    Amount
    
    
    Revenues
    
    
    Amount
    
    
    RevenuesBiodiesel Sales
    
    $
    3,809,079
    
    
    
    96.04
    %
    
    $
    17,254,479
    
    
    
    95.70
    %Glycerin Sales
    
    $
    88,003
    
    
    
    2.22
    %
    
    $
    632,361
    
    
    
    3.50
    %Fatty Acid Sales
and Soapstock Sales
    
    $
    69,055
    
    
    
    1.74
    %
    
    $
    142,702
    
    
    
    0.79
    %Total Revenues
    
    $
    3,966,137
    
    
    
    100
    %
    
    $
    18,029,542
    
    
    
    100
    %
   19




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Cost of Sales
   20




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Operating Expense
  Other Income (Expenses)
   21




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Changes in Financial Condition for the Three Months Ended March 31, 2009
  March 31, 2009
    
    
    December 31, 2008Current Assets
    
    $
    5,194,542
    
    
    $
    7,049,998Current Liabilities
    
    $
    3,799,764
    
    
    $
    3,824,635Long-Term Debt
    
    $
    4,997,001
    
    
    $
    6,725,056Members Equity
    
    $
    26,299,218
    
    
    $
    26,928,710
 Current Assets
 Current Liabilities
 Long-Term Debt
 Members Equity
 Liquidity and Capital Resources
 Cash Flows
  2009
    
    
    2008Net cash provided by operating activities
    
    $
    1,681,622
    
    
    $
    844,566Net cash used in investing activities
    
    $
    (4,669
    )
    
    $
    (13,645
    )Net cash used in financing activities
    
    $
    (1,628,055
    )
    
    $
    (578,056
    )Net increase in cash and equivalents
    
    $
    48,898
    
    
    $
    252,865
 Operating Cash Flows
  Investing Cash Flows
   22




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Financing Cash Flows
  Indebtedness
 Short-Term Debt Sources
   Long-Term Debt Sources
     23




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Proposed Asset Purchase Transaction with Renewable Energy Group, Inc.
     Critical Accounting Estimates
  Inventories.
  24




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Long-Lived Assets.
  Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risks.
 Accounting for Derivative Instruments
and Hedging Activities
  Interest Rate Risk
 Item 2 
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  Liquidity
and Capital Resources, Indebtedness.
  Outstanding Variable
    
    Interest Rate at
    
    
    Adverse 10% Change in
    
    
    Annual Adverse ChangeRate Debt at 3/31/09
    
    3/31/09
    
    
    Interest Rates
    
    
    to Income$3,700,000
    
    
    4.0
    %
    
    
    4.4
    %
    
    $
    14,800$3,200,000
    
    
    4.0
    %
    
    
    4.4
    %
    
    $
    12,800
 Commodity Price Risk
   25




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Effect ofHypotheticalAdverse Change -Fair Value
    
    
    Market RiskMarch 31, 2009
    
    $
    1,469,225
    
    
    $
    146,923March 31, 2008
    
    $
    1,207,248
    
    
    $
    120,725
 
 Item 4. Controls and Procedures.
  Internal Control  Integrated Framework
  26




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Changes in Internal Control Over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  Item 1A. Risk Factors
 MANAGEMENTS DISCUSSION AND ANALYSIS
 REGs termination of the MOSA could cause a material adverse effect on our ability to produce,
sell and market biodiesel.
  27




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The asset purchase agreement entered into by the Companys board of directors, REG, and
certain other REG affiliates is subject to a variety of closing conditions and may not close.
 The EPAs recent finding that soy-based biodiesel does not meet the requirements under the RFS
to reduce greenhouse gas emissions could reduce demand for soy-based biodiesel and reduce our
profitability.
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
   Name
    
    Votes For
    
    
    Votes Against
    
    
    AbstentionsJohn Geake
    
    
    9,195
    
    
    
    258William Horan
    
    
    8,473
    
    
    
    504Dennis Mauser
    
    
    9,081
    
    
    
    152
   28




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##### Table of Contents



Name
    
    Term ExpirationNile Ramsbottom
    
    
    2010Wayne Seaman
    
    
    2010Warren Bush
    
    
    2011Kevin Ross
    
    
    2011
 
 Item 5. Other Information.
  
 Item 6. Exhibits.
 Exhibit No.
    
    Exhibit10.1
    
    
    Asset Purchase Agreement between Western Iowa Energy, LLC, REG
Newco, Inc., REG Wall Lake, LLC, and Renewable Energy Group,
Inc. dated May 11, 2009.31.1
    
    
    Certificate Pursuant to 17 CFR 240.15d-14(a).31.2
    
    
    Certificate Pursuant to 17 CFR 240.15d-14(a).32.1
    
    
    Certificate Pursuant to 18 U.S.C. § 1350.32.2
    
    
    Certificate Pursuant to 18 U.S.C. § 1350.
 
 SIGNATURES
  WESTERN IOWA ENERGY, LLCDate: May 20, 2009
    /s/ William J. HoranWilliam J. HoranChairman, President and Director
(Principal Executive Officer)Date: May 20, 2009
    /s/ Denny MauserDenny MauserTreasurer and Director
(Principal Financial and Accounting Officer)  29