CAPITALIZATION  

          We have issued a total of 920,000 Class B Units to our seed capital investors at a price of $0.50 per Class B unit, for total Class B membership unit proceeds of $460,000.  In this offering, we are offering a minimum of 19,250,000 Class A units at $1.00 per Class A unit for aggregate minimum proceeds of $19,250,000; and a maximum of 28,500,000 Class A units at $1.00 per Class A unit for aggregate maximum proceeds of $28,500,000.   If the minimum offering of $19,250,000 is attained, we will have total membership proceeds of $19,710,000 at the end of this offering, less offering expenses.  If the maximum offering of $28,500,000 is attained, we will have total membership proceeds of $28,960,000 at the end of this offering, less offering expenses.   

Capitalization Table  

          The following table sets forth our capitalization at December 31, 2002 on an actual and pro forma basis to reflect the units offered in this offering.  

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(1) As adjusted to reflect the receipt of the gross proceeds of this offering prior to deducting offering expenses.  We have assumed   levels of TIF financing, grant financing and term debt financing for which we do not yet have firm commitments.

            The issuance of 920,000 Class B units to our seed capital investors was made directly by us without use of an underwriter or placement agent and without payment of commissions or other remuneration.  The aggregate sales proceeds, after payment of offering expenses in immaterial amounts, were applied to our working capital and other general corporate purposes.

          With respect to the exemption from registration of issuance of securities claimed under Rule 505 and Section 3(b) of the Securities Act for the issuance of Class B units, neither we nor any person acting on our behalf offered or sold the securities by means of any form of general solicitation or advertising.  Prior to making any offer or sale, we had reasonable grounds to believe and believed that each prospective investor was capable of evaluating the merits and risks of the investment and were able to bear the economic risk of the investment.  Each purchaser represented in writing that the securities were being acquired for investment for such purchaser's own account, and agreed that the securities would not be sold without registration under the Securities Act or exemption therefrom.  Each purchaser agreed that a legend was placed on each certificate evidencing the securities stating the securities have not been registered under the Securities Act and setting forth restrictions on their transferability.

DILUTION

          On December 31, 2002, we had outstanding 920,000 Class B units, which were sold to our seed capital investors for $0.50 per Class B unit.  The 920,000 Class B units, as of December 31, 2002 had a net tangible book value of $317,262  or $0.34 per Class B unit.  The net tangible book value per unit represents total tangible assets, divided by the number of units outstanding.  The offering price of at least $1.00 per Class A unit substantially exceeds the net tangible book value per unit of our outstanding Class B units.  Therefore, all forty current Class B unit holders will realize an immediate increase of at least $0.63 per unit in the pro forma net tangible book value of their Class B units held prior to this offering if the minimum is sold, and an increase of at least $0.64 per unit if the maximum is sold.  Purchasers of units in this offering will realize an immediate dilution of at least $0.03 per unit in the net tangible book value of their units if the minimum is sold, and a decrease of at least $0.02 if the maximum is sold. 

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          We could be forced to issue warrants to purchase units to a lender in connection with our debt financing plan.  If we sell additional units or warrants to purchase additional units, the sale or exercise price could be higher or lower than what investors are paying in this offering.  If we sell additional units at a lower price, that sale could lower the value of an existing investor's units.

          The following tables illustrate the increase to existing unit holders and the dilution to purchasers in the offering in the net tangible book value per unit assuming different distribution scenarios.  The tables do not take into account any other changes in the net tangible book value of our units occurring after December 31,  2002 or offering expenses related to this offering.

          We may seek additional equity financing in the future, which may cause additional dilution to investors in this offering, and a reduction in their equity interest.  The holders of the units purchased in this offering will have no preemptive rights on any units to be issued by us in the future in connection with any such additional equity financing.

          The table below sets forth as of December 31, 2002, on an "as-if-converted" basis, the difference between the number of units purchased, and total consideration paid for those units, by existing unit holders, compared to units purchased by new investors in this offering without taking into account any offering expenses.

BENEFICIAL OWNERSHIP  

Principal Members  

          The following table presents the names and other information about beneficial or record owners of more than five percent (5%) of our units as of the date of this prospectus.

  Ownership by Management  

          The following table describes the ownership of Class B units by our directors and officers individually and as a group as of the date of this prospectus.  

(1)  The percentages reflected assume that no director purchases any additional units in this offering.
(2)  Dave Drilling beneficially owns 20,000 Class B units through his parents, Earl, Jr. and Kathleen Drilling.
(3)  Stanley Laures and his family members own a controlling interest in Laures Farms, Inc. and Stanley Laures is our project coordinator.