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,~~June 30, 2008


o		Transition report under Section 13 or 15(d) of the ~~Securities~~ Exchange Act of 1934.

Commission file number 000-53202

HOMELAND ENERGY SOLUTIONS, LLC

(Name of small business issuer in its charter)


Iowa		20-3919356
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


106 W. Main Street, Riceville, IA		50466
(Address of principal executive offices)		~~50466~~ (Zip Code)

(641) 985-4025
(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.

o Yesþ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large ~~accelerated filer~~Accelerated Filero	Accelerated ~~filer~~Filero	~~Non-accelerated filer~~Non-Accelerated Filero	Smaller reporting companyþ
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yesþ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of ~~May~~August 1, 2008 there were 91,445 membership units outstanding.

Homeland Energy Solutions, LLC
(A Development Stage Company)

~~Statement~~Statements of ~~Members’ Equity~~
~~For the Period from December 7, 2005 (Date of Inception)~~
~~to March 31, 2008~~Operations

Unaudited

Balance, December 7, 2005
$ —

Capital contributions for 600 units at $333.33 per unit 200,000
Capital contributions for 2,250 units at $500 per unit 1,125,000
Syndication and offering costs (19,107 )
Net (loss) from inception to December 31, 2006 (143,796 )

Balance, December 31, 2006
1,162,097

Capital contributions for 88,595 units at $1,000 per unit 88,595,000
Syndication and offering costs (328,149 )
Net income for the year ended December 31, 2007 2,438,240

Balance, December 31, 2007
91,867,188

Net income for the quarter ended March 31, 2008 179,179

Balance, March 31, 2008
$ 92,046,367


	Six Months		Six Months
	Ended		Ended
	06/30/2008		06/30/2007
	Unaudited		Unaudited

OPERATING REVENUE	$	—	$	—

OPERATING EXPENSES
Professional expenses		155,243		100,622
Filings fees/permits		—		2,834
Insurance		—		9,239
Office expense		5,435		3,879
Depreciation		1,899		1,899
Amortization		—		390
Rent		2,635		2,100
Utilities		3,709		4,069
Crop input expense		—		4,552
Wages		20,020		—
Payroll taxes		1,532		—
Property tax		—		341
Miscellaneous expense		10,279		1,027

Total operating expenses		200,752		130,952


OTHER INCOME
Interest income		514,806		21,633
Grant income		—		14,125

		514,806		35,758


Net income (loss)	$	314,054	$	(95,194	)


Income (loss) per unit	$	3.43	$	(33.40	)


Weighted average of units outstanding		91,445		2,850

See Notes to Unaudited Financial Statements.

Homeland Energy Solutions, LLC
(A Development Stage Company)

~~Statements~~Statement of ~~Cash Flows~~Members’ Equity
For the Period from December 7, 2005 (Date of Inception) to June 30, 2008

Period From
Three Months Three Months Inception
Ended Ended (12/7/2005) to
3/31/2008 3/31/2007 3/31/2008
Unaudited Unaudited Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 179,179 $ (41,186 ) $ 2,473,623
Adjustments to reconcile net income to net cash (used in) operating activities:
Depreciation and amortization 949 1,339 5,428
Write off land options — — 1,650
Change in working capital components:
(Increase) decrease in other current assets — (3,710 ) (278,273 )
Increase (decrease) in accounts payable (77,572 ) (79,308 ) 109,975
Increase (decrease) in other current liabilities (217,164 ) 6,449 8,294

Net cash provided by (used in) operating activities
(114,608 ) (116,416 ) 2,320,697

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturity of certificate of deposit — — 1,214,488
Purchase of certificate of deposit — — (1,214,488 )
Payments for construction in progress (20,570,604 ) (123,854 ) (50,217,356 )
Purchase of equipment — — (23,816 )
Purchase of land — (1,483,126 ) (3,554,519 )
Payments for other assets — — (393,891 )
Purchase of land options — (11,163 ) (33,387 )

Net cash (used in) investing activities
(20,570,604 ) (1,618,143 ) (54,222,969 )

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowing — 3,500,000 4,883,540
Payments on short-term borrowing — — (4,883,540 )
Proceeds from long-term borrowing — — 200,000
Payments for origination fees on long-term borrowing — — (1,150,000 )
Payments for offering costs — (11,824 ) (247,607 )
Contributed capital — — 89,920,000
Proceeds from rejected subscription funds — — 7,500,000
Payments for rejected subscriptions (7,500,000 ) — (7,500,000 )
Payments for syndication costs on capital units issued — — (19,107 )

Net cash provided by (used in) financing activities
(7,500,000 ) 3,488,176 88,703,286

Net increase (decrease) in cash
(28,185,212 ) 1,753,617 36,801,014

CASH AND CASH EQUIVALENTS
Beginning 64,986,226 357,709 —

Ending $ 36,801,014 2,111,326 36,801,014

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION, cash payments for interest 217,164 — 427,586

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCIING ACTIVITIES
Accounts payable related to construction in progress 4,698,525 66,505 4,698,525
Retainage payable related to construction in progress 5,564,647 — 5,564,647
Interest capitalized — — 210,422
Insurance costs capitalized 70,762 — 120,357
Loan fee amortization capitalized 44,231 — 96,300
Loan fees related to short-term borrowings — 17,572 —


	Unaudited

Balance, December 7, 2005	$	—

Capital contributions for 600 units at $333.33 per unit		200,000
Capital contributions for 2,250 units at $500 per unit		1,125,000
Syndication and offering costs		(19,107	)
Net (loss) from inception to December 31, 2006		(143,796	)


Balance, December 31, 2006		1,162,097

Capital contributions for 88,595 units at $1,000 per unit		88,595,000
Syndication and offering costs		(328,149	)
Net income for the year ended December 31, 2007		2,438,240


Balance, December 31, 2007		91,867,188

Net income for the six months ended June 30, 2008		314,054


Balance, June 30, 2008	$	92,181,242

See Notes to Unaudited Financial Statements.

Homeland Energy Solutions, LLC
(A Development Stage Company)

Statements of Cash Flows


							Period From
	Six Months			Six Months			Inception
	Ended			Ended			(12/7/2005) to
	06/30/2008			06/30/2007			06/30/2008
	Unaudited			Unaudited			Unaudited

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	314,054		$	(95,194	)	$	2,608,498
Adjustments to reconcile net income to net cash (used in) operating activities:
Depreciation and amortization		1,899			2,289			6,378
Write off land options		—			—			1,650
Change in working capital components:
(Increase) decrease in other current assets		—			15,257			(278,273	)
Increase (decrease) in accounts payable		(165,144	)		(67,436	)		22,403
Increase (decrease) in other current liabilities		(207,423	)		4,090			18,035

Net cash provided by (used in) operating activities		(56,614	)		(140,994	)		2,378,691


CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturity of certificate of deposit		—			614,488			1,214,488
Purchase of certificate of deposit		—			—			(1,214,488	)
Payments for construction in progress		(43,616,358	)		(321,784	)		(73,263,110	)
Purchase of equipment		—			—			(23,816	)
Purchase of land		—			(3,528,524	)		(3,554,519	)
Payments for other assets		—			—			(393,891	)
Purchase of land options		(5,000	)		(18,125	)		(38,387	)

Net cash (used in) investing activities		(43,621,358	)		(3,253,945	)		(77,273,723	)


CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowing		—			3,500,000			4,883,540
Payments on short-term borrowing		—			—			(4,883,540	)
Proceeds from long-term borrowing		—			—			200,000
Payments on long-term borrowing		(5,000	)		—			(5,000	)
Payments for origination fees on long-term borrowing		—			(50,000	)		(1,150,000	)
Payments for offering costs		—			(1,824	)		(247,607	)
Contributed capital		—			—			89,920,000
Proceeds from rejected subscription funds		—			—			7,500,000
Payments for rejected subscriptions		(7,500,000	)		—			(7,500,000	)
Payments for syndication costs on capital units issued		—			—			(19,107	)

Net cash provided by (used in) financing activities		(7,505,000	)		3,448,176			88,698,286

(Continued)

HOMELAND ENERGY SOLUTIONS, LLC
(A Development Stage Company)
Notes to Unaudited Financial Statements

~~March 31,~~June 30, 2008

Note 1. Nature of Business and Significant Accounting Policies

Nature of business: Homeland Energy Solutions, LLC (an Iowa Limited Liability Company) to be located in Chickasaw County, was organized to pool investors for a 100 million gallon ethanol plant with distribution to upper Midwest and Eastern states. In addition, the company intends to produce and sell distillers dried grains as ~~by products~~byproducts of ethanol production. Preliminary site preparation has been completed and construction began in November 2007. As of ~~March 31,~~June 30, 2008, the Company is in the development stage with its efforts being principally devoted to organizational activities, construction activities and project feasibility activities.

Significant accounting policies:

The unaudited financial statements contained herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America.

In the opinion of management, all adjustments considered necessary for a fair presentation have been included in the accompanying financial statements. All such adjustments are of a normal, recurring nature. The results of operations for the three and six month periods ended ~~March 31,~~June 30, 2008 and 2007 are not necessarily indicative of the results to be expected for a full year.

These financial statements should be read in conjunction with the financial statements and notes included in the Company’s financial statements and notes included in the Company’s Form 10-KSB for the year ended December 31, 2007.

Fiscal Reporting Period: The Company has a fiscal year ending on December 31.

Accounting Estimates: Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.

Cash and Cash Equivalents: The Company maintains its accounts primarily at one financial institution. At various times, the Company’s cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced losses in such accounts.

For purposes of balance sheet presentation and reporting the statement of cash flows, the Company considers all cash deposits with an original maturity of three months or less to be cash equivalents.

Property and Plant: The Company incurred site selection and plan development costs on the proposed site that were capitalized. Significant additions, betterments and costs to acquire land options are capitalized, while expenditures for maintenance and repairs are charged to operations when incurred. Property and equipment are stated at cost. The Company uses the straight-line method of computing depreciation. Estimated useful lives range from ~~5-7~~5 — 7 years.

The Company reviews its property and equipment for impairment whenever events indicate that the carrying amount of the assets 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 will be determined by comparing the fair market values of the asset to the carrying amount of the asset.

Intangible Asset: Intangible assets consist of loan fees. The fees are amortized over the life of the loan utilizing the straight-line method. Amortization for the next five years is estimated to be approximately $177,000 annually.

~~HOMELAND ENERGY SOLUTIONS, LLC~~
~~(A Development Stage Company)~~
~~Notes to Unaudited Financial Statements~~

~~March 31, 2008~~

Organizational and Start-up Costs: The Company expensed all organizational and start-up costs totaling ~~$733,648~~$754,122 for the period from December 7, 2005 (date of inception) through ~~March 31,~~June 30, 2008.

Revenue Recognition: Revenue from the production of ethanol and related products will be recorded upon transfer of title to customers, net of allowances for estimated returns on related products. Interest income is recognized as earned.

Fair Value: Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of ~~March 31,~~June 30, 2008. The respective carrying value of all on-balance-sheet financial instruments approximated their fair values.

Grant Income: Revenue for grants awarded to the Company will be recognized upon meeting the requirements set forth in the grant documents.

The Company received a grant from the Iowa Corn Promotion Board for the purpose of a financial feasibility and legal fees for an equity drive. The grant stipulations were to pay up to 50% of the total cost of these fees not to exceed $25,000. The Iowa Corn Promotion Board has assumed a maximum of $25,000 toward payment to the Grantee (the Company). The Company received the entire $25,000 from the Iowa Corn Promotion Board in 2007.

Income Taxes: The Company is organized as a limited liability company under state law. Accordingly, the Company’s earnings pass through to the members and are taxed at the member level. 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 are related to capitalization and amortization of organization and start-up costs for tax purposes, whereas these costs are expensed for financial statement purposes.

Recently Issued Accounting Standards: In September 2006, the Financial Accounting Standards Board (FASB) issued Statement No. 157, “Fair Value Measurements”. This statement defines fair value, establishes a framework for measuring fair value, and expands disclosure requirements regarding fair value measurement. The Company partially adopted SFAS No. 157 as of January 1, 2008, pursuant to FASB Staff Position (“FSP”) No. FAS 157-2,Effective Date of FASB Statement No. 157, which delayed the effective date of SFAS No. 157 for all nonrecurring fair value measurements of nonfinancial assets and nonfinancial liabilities until fiscal years beginning after November 15, 2008. The Company has determined that FASB Statement No. 157 has no material effect on the financial statements as of ~~March 31,~~June 30, 2008.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 provides entities with an option to report certain financial assets and liabilities at fair value — with changes in fair value reported in earnings — and requires additional disclosures related to an entity’s election to use fair value reporting. It also requires entities to display the fair value of those assets and liabilities for which the entity has elected to use fair value on the face of the balance sheet. This statement became effective for the Company for the fiscal year starting January 1, 2008. The Company has determined that FASB Statement No. 159 has no material effect on the financial statements as of ~~March 31,~~June 30, 2008.

In December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51 (Consolidated Financial Statements).” SFAS 160 establishes accounting and reporting standards for a noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. In addition, SFAS 160 requires certain consolidation procedures for consistency with the requirements of SFAS 141, “Business Combinations.” SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 with earlier adoption prohibited. The Company is evaluating the effect, if any, that the adoption of SFAS 160 will have on its results of operations, financial position, and the related disclosures.

911

HOMELAND ENERGY SOLUTIONS, LLC
(A Development Stage Company)
Notes to Unaudited Financial Statements

~~March 31,~~June 30, 2008

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company is evaluating the effect, if any, that the adoption of SFAS 161 will have on its results of operations, financial position, and the related disclosures.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. The new standard is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. Statement 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411,The Meaning ofPresent Fairly in Conformity with Generally Accepted Accounting Principles. The Company is evaluating the effect, if any, that the adoption of SFAS 161 will have on its results of operations, financial position, and the related disclosures.

Note 2. Development Stage Company

The Company was formed on December 7, 2005 to have a perpetual life. The Company was capitalized by contributions from eight founders who each contributed $25,000 for 75 units of membership interests.

Income and losses are allocated to all members based upon their respective percentage of membership units held. See ~~note~~Note 4 for further discussion of members’ equity.

Note 3. Debt

Master Loan Agreement with Home Federal Savings Bank

On November 30, 2007, the Company entered into a Master Loan Agreement with Home Federal Savings Bank (“Home Federal”) establishing a senior credit facility with Home Federal for the construction of a 100 million gallon per year natural gas powered dry mill ethanol plant. The Master Loan Agreement provides for (i) a construction loan in an amount not to exceed $94,000,000 (of which up to $20,000,000 may be converted to a term revolving loan upon start-up of operations), and (ii) a revolving line of credit loan in an amount not to exceed $6,000,000 (the foregoing collectively referred to as the “Loans”).

Construction Loan

Under the Master Loan Agreement and its first supplement, Home Federal agreed to lend the Company up to $94,000,000 for project costs. The Company must pay interest on the Construction Loan at an interest rate equal to the LIBOR Rate plus 350 basis points. Interest will be paid on the Construction Loan monthly in arrears on the first day of the month beginning following the date on which the first advance of funds is made on the Construction Loan, and continuing until the date of conversion as set forth below. On the date of conversion, the amount of the unpaid principal balance and any other amounts on the Construction Loan will be due and payable, except for the portion, if any, of the Construction Loan which is converted into a Term Loan and into a Term Revolving Loan. In the event that the amount of disbursements made pursuant to the Construction Loan exceed the amount of the maximum Term Loan to be made, including after conversion of those portions of the Construction Loan which are eligible for conversion into the Term Revolving Loan, the Company must immediately repay the amount of the Construction Loan that is not being converted into a Term Loan.

HOMELAND ENERGY SOLUTIONS, LLC
(A Development Stage Company)
Notes to Unaudited Financial Statements

June 30, 2008

Conversion to Term Loan and Term Revolving Loan

Home Federal has agreed to convert up to $74,000,000 of the Construction Loan into a Term Loan 60 days after the earlier of May 1, 2009 or the date that a completion certificate stating that the project is completed and that the processing equipment and fixtures are fully operational, provided that all of the terms, conditions, warranties, representations, and covenants by the company as set forth in the Master Loan Agreement and supplements thereto are satisfied. The Company will make monthly payments of accrued interest on the Term Loan from the date of conversion until seven months later. Beginning in the seventh month after conversion, equal monthly principal payments in the amount of ~~$616,666.67~~$616,667 plus accrued interest will be made. All unpaid principal and accrued interest on the term loan that was so converted will be due on the fifth anniversary of such conversion. The Company will have the right to convert up to 50% of the term loan into a Fixed Rate Loan with the consent of Home Federal. The Fixed Rate Loan will bear interest at the five year LIBOR swap rate that is in effect on the date of conversion plus 325 basis points, or another rate mutually agreed upon by Homeland Energy and Home Federal. If the Company elects this fixed rate option, the interest rate will not be subject to any adjustments otherwise provided for in the Master Loan Agreement. The remaining converted portion will bear interest at a rate equal to the LIBOR Rate plus 325 basis points. If the Company fails to make a payment of principal or interest within 10 days of the due date, there will be a late charge equal to 5% of the amount of the payment.

~~HOMELAND ENERGY SOLUTIONS, LLC~~
~~(A Development Stage Company)~~
~~Notes to Unaudited Financial Statements~~

~~March 31, 2008~~

Under the terms of the Master Loan Agreement and the second supplement thereto, the Company agreed to the terms of a Term Revolving Loan, consisting of a conversion of a maximum amount of $20,000,000 of the Construction Loan into a Term Revolving Loan. Home Federal agreed to make one or more advances under the Term Revolving Loan during the period beginning on the Conversion Date, which is 60 days after the earlier of May 1, 2009 or the date that a Completion Certificate stating that the Project is completed and executed by the appropriate parties as specified in the Master Loan Agreement, and the Maturity Date, which is the fifth anniversary of the Conversion Date. Each advance made under the Revolving Term Loan must be in a minimum amount of $50,000, and advances may be used for project costs and cash and inventory management. Interest on the Revolving Term Loan shall accrue at a rate equal to the LIBOR Rate plus 325 basis points. If the Company fails to make a payment of principal or interest within 10 days of the due date, there will be a late charge equal to 5% of the amount of the payment. The Company will be required to make monthly payments of interest until the Maturity Date, which is the fifth anniversary of the Conversion Date, on which date the unpaid principal amount of the Revolving Term Loan will become due and payable.

As a condition precedent to the conversion of any portion of the Construction Loan into the Term Loan and Revolving Term Loan, the Company must have executed marketing agreements for all ethanol and distillers grains and provided Home Federal with collateral assignments of all such agreements. In addition, the Company must obtain Home Federal’s approval in the event the Company becomes aware of any change in the approved project costs that will increase the total cost in excess of $50,000. Home Federal has the right to order that work on the project be stopped and may withhold disbursements if construction departs from the approved plans and specifications or sound building practices.

Revolving Line of Credit Loan

Under the terms of the Master Loan Agreement and the third supplement thereto, the Company agreed to the terms of a Revolving Line of Credit Loan consisting of a maximum $6,000,000 revolving line of credit. The Revolving Line of Credit Loan will not be available until all conditions precedent to the Revolving Line of Credit Loan are met, including the completion of the Project and either full repayment of the Construction Loan or its conversion into a Term Loan or Revolving Term Loan with Home Federal. The aggregate principal amount of the Revolving Line of Credit Loan may not exceed the lesser of $6,000,000 or the Borrowing Base. The Borrowing Base means, at any time, the lesser of: (a) $6,000,000; or (b) the sum of (i) 75% of the eligible accounts receivable, plus (iii) 75% of the eligible inventory. Interest on the Revolving Line of Credit Loan shall accrue at a rate equal to the LIBOR Rate plus 325 basis points. If the Company fails to make a payment of principal or interest within 10 days of the due date, there will be a late charge equal to 5% of the amount of the payment. Each advance made under the Revolving Line of Credit must be in a minimum amount of $50,000, and advances may be used for general corporate and operating purposes. The Company will be required to make monthly payments of accrued interest until the Revolving Line of Credit Loan expires, on which date the unpaid principal amount will become due and payable. The Revolving Line of Credit Loan expires 364 days after the conversion date, which is 60 days after the earlier of May 1, 2009 or the date that a Completion Certificate stating that the Project is completed and executed by the appropriate parties as specified in the Master Loan Agreement.

~~HOMELAND ENERGY SOLUTIONS, LLC~~
~~(A Development Stage Company)~~
~~Notes to Unaudited Financial Statements~~

~~March 31, 2008~~

In addition, during the term of the loans, the Company will be subject to certain financial covenants. Failure to comply with the protective loan covenants or maintain the required financial ratios may cause acceleration of the outstanding principal balances on the loans and/or the imposition of fees, charges or penalties. Any acceleration of the debt financing or imposition of the significant fees, charges or penalties may restrict or limit the access to the capital resources necessary to continue plant construction or operations.

Upon an occurrence of an event of default or an event which will lead to the default, Home Federal may upon notice terminate its commitment to loan funds and declare the entire unpaid principal balance of the loans, plus accrued interest, immediately due and payable. Events of default include, but are not limited to, the failure to make payments when due, insolvency, any material adverse change in the financial condition or the breach of any of the covenants, representations or warranties the Company has given in connection with the transaction.

The Company also entered into two unsecured loan agreements with the Iowa Department of Economic Development (IDED); one for a $100,000 loan to be repaid over 60 months starting April 2008 at a 0% interest rate and one for a $100,000 forgivable loan. The forgivable loan is subject to meeting terms of the agreement, including the fulfillment of Job Obligations. If the Job Obligations are not met, the IDED may require full repayment of the loan. The IDED may also elect to allow the repayment on a pro rata basis, based on the number of jobs attained compared to the number of jobs pledged.

~~HOMELAND ENERGY SOLUTIONS, LLC~~
~~(A Development Stage Company)~~
~~Notes to Unaudited Financial Statements~~

~~March 31, 2008~~

Note 5. Related Party Transactions

The Company has engaged one of their board members as Vice President of Project Development. The Vice President of Project Development will serve as an independent contractor to provide project development and consulting services through construction and initial start-up of the project. The Company expects the aggregate fee for those services to approximate $40,000. Costs incurred for these services were none, none, and $20,000 for the ~~three~~six months ended ~~March 31,~~June 30, 2008, the ~~three~~six months ended ~~March 31,~~June 30, 2007, and the period from December 7, 2005 (date of inception) to ~~March 31,~~June 30, 2008, respectively, with the remainder to be paid at the first grind of corn.

The Company has engaged the spouse of the President of the board to serve as an independent contractor to provide various duties. These duties primarily include administration of project development. Costs incurred under this agreement were none and $46,400 for the ~~three~~six months ended ~~March 31,~~June 30, 2007 and the period from December 7, 2005 (date of inception) to December 31, 2007, respectively. Starting January 1, 2008 this person was hired as an employee, and as of ~~March 31,~~June 30, 2008 the Company has incurred approximately ~~$8,000~~$22,000 in payroll costs related to this agreement.

Note 6. Commitments and Contingencies

On July 18, 2007, the Company entered into a Lump Sum Design-Build Agreement with Fagen, Inc. for the design and construction of a one hundred (100) million gallon per year dry grind ethanol production facility (the “Design-Build Agreement”) on the Company’s plant site located near the City of New Hampton, Iowa. Pursuant to the Lump Sum Design-Build Agreement, the effective date is July 6, 2007. Under the Design-Build Agreement, the Company will pay Fagen, Inc. a total contract price of $109,706,788, subject to any mutually agreed-upon adjustments and previously paid amounts that may be treated as credits. Fagen, Inc, will design and build the plant using ICM, Inc., technology. As part of the total contract price, the Company paid Fagen, Inc. a mobilization fee of $20,000,000. The Company currently expects the construction to be completed in the first quarter of 2009, however, there is no assurance or guarantee that construction will stay on schedule or that the company will be able to commence operations at the plant by the first quarter of 2009.

HOMELAND ENERGY SOLUTIONS, LLC
(A Development Stage Company)
Notes to Unaudited Financial Statements

June 30, 2008

On July 18, 2007, the Company also entered into a First Amendment to the Design-Build Agreement. Pursuant to the Amendment, Fagen, Inc. will accept Notice to Proceed on an earlier date than that set forth in the Design-Build Agreement. In exchange for beginning work on an earlier date, the Company has agreed to pay Fagen, Inc. an increased contract price of $120,587,000. There will be no adjustment of the Contract Price based on an increase in the Construction Cost Index (“CCI”) published by Engineering News-Record Magazine, as was set forth in the Design-Build Agreement. However, due to subsequent change orders, the contract price at June 30, 2008 was $120,459,611.

Coal to Fuel Gas Conversion Agreement between Homeland Energy Solutions, LLC and Homeland Gasification, LLC, a proposed joint venture of Homeland Energy Solutions, LLC and Econo Power International Corporation

On December 3, 2007, Homeland Energy Solutions, LLC entered into a Coal to Fuel Gas Conversion Agreement with Homeland Gasification, LLC (Homeland Gas), an entity to be formed by Econo Power International Corporation (“EPIC”). The Company expects to be joint owners with EPIC of Homeland Gas. Pursuant to the agreement, Homeland Gas ~~will~~would construct a coal gasification facility that will utilize EPIC technology to convert coal to fuel gas to provide process energy for the ethanol plant. The agreement has an effective date of November 14, 2007, and the term will end on the last day of the 15th operating year of the facility, unless terminated earlier by the terms of the agreement. Currently, Homeland Gasification, LLC has not been formed and the Company is in negotiations with EPIC regarding the use of coal gasification technology.

On November 29, 2007 the Company was awarded a USDA loan guarantee which is subject to using coal gasification technology. This award will guarantee 60% of a $40,000,000 loan from Home Federal Savings Bank. The USDA reserves the right to terminate its commitment if certain conditions set forth in the agreement are not met by November 2008. This loan is not included in the master loan agreement with Home Federal (see note 3).

~~HOMELAND ENERGY SOLUTIONS, LLC~~
~~(A Development Stage Company)~~
~~Notes to Unaudited Financial Statements~~

~~March 31, 2008~~

The Company has entered into an engineering services agreement for Phase I and Phase II with Fagen Engineering, LLC. Phase I consists of the design package for the grading and drainage of the plant site. Phase II consists of the design package for the site work and utilities for the plant. For the ~~three~~six month period ended ~~March 31,~~June 30, 2008 and 2007, the Company has incurred ~~$9,250~~$40,000 and ~~none,~~$50,875, respectively, of costs year-to-date with Fagen Engineering, LLC. Since inception the Company has incurred costs of ~~$74,000~~$104,750 with Fagen Engineering, LLC.

As of ~~March 31,~~June 30, 2008 five land options have been exercised, ~~and two options have~~one land option has been extended ~~until~~to April ~~1, 2008.~~12, 2009, and one land option was allowed to expire. In the event of the exercise of these options the purchase price will be two and one half (2 1/2) times the value of the premises based on a real estate appraisal. An additional payment of ~~$18,125~~$5,000 was required for the option ~~extensions. One of the two options that extended until April 1, 2008 has been extended further and the other option was allowed to expire.~~extension.

The Company has entered into an agreement with Air Resource Specialists, Inc. to provide consulting services to obtain State of Iowa air quality and storm water permits prior to the commencement of construction activities. The initial work authorization is on a time and materials basis for the air quality permit application. Due to applying for a Title 5 air permit the cost will be higher than the initial authorization. For the ~~three~~six month period ended ~~March 31,~~June 30, 2008 and 2007, the Company has incurred ~~$8,111~~$11,916 and ~~$5,518~~$18,610, respectively, of costs year-to-date with Air Resource Specialists, Inc. Since inception the Company has incurred costs of ~~$62,877~~$66,682 with Air Resource Specialists, Inc.

HOMELAND ENERGY SOLUTIONS, LLC
(A Development Stage Company)
Notes to Unaudited Financial Statements

June 30, 2008

The Company has entered into an agreement with PlanScape Partners to provide consulting services in negotiating local incentives, assisting with property rezoning, and preparation of State and Federal program applications. The company also has hired PlanScape Partners to assist in grant application and other various program applications, the cost of these services are based on the time to complete each individual application. For the ~~three~~six month period ended ~~March 31,~~June 30, 2008 and 2007, the Company has incurred ~~$1,551~~$1,767 and $22,723, respectively, of costs with PlanScape Partners. Since inception the Company has incurred costs of ~~$34,827~~$35,043 with PlanScape Partners.

The Company has entered into an agreement with Burns & McDonnell to provide project development assistance regarding the use of coal gasification as an alternative energy source for the plant once the Company has reached substantial operations. Project assistance will consist of design and FEL II level cost estimates for the balance of plant items outside the gasifier, refinement of coal transportation and supply options, and development of plant performance guarantees. In exchange for their services, the Company has agreed to pay Burns & McDonnell $461,750. For the ~~three~~six month period ended ~~March 31,~~June 30, 2008 and 2007, the Company ~~had no expenditures~~has incurred none and $100,000, respectively, of costs related to this agreement. Since inception, ~~though,~~ the Company has incurred all $461,750 of costs with Burns & McDonnell.

The Company has entered into an agreement with Terracon Consultants Inc. to complete subsurface exploration and geotechnical engineering services. The majority of the services consist of taking soil borings and testing the samples. Terracon’s estimated fees for the borings and testing are $66,700 to $72,000. Terracon has also been hired to perform an environmental study and provide project oversight of the dirt work. The fees for these services are paid based on the time and any materials needed. For the ~~three~~six month period ended ~~March 31,~~June 30, 2008 and 2007, the Company has incurred ~~$7,867~~$65,854 and ~~$43,001~~$68,509, respectively, of costs year-to-date with Terracon Consultants Inc. Since inception the Company has incurred costs of ~~$147,768~~$205,755 with Terracon Consultants Inc.

The Company has entered into an agreement with Transystems to prepare plans, details and specifications for rail plans. Transystems fees for these services are $91,000. For the three month period ended March 31, 2008 and 2007, the Company has incurred $52,302 and 51,527, respectively, of costs year-to-date with Transystems. Since inception the Company has incurred costs of $127,310 with Transystems.

The Company has entered into an agreement with JB Holland Construction, Inc. to perform Phase I and Phase II dirt work preparation and stabilization of the plant site. The base fees for these services are $7,011,606 and change orders through ~~March 31,~~June 30, 2008 have totaled ~~$383,829.~~$425,635. For the ~~three~~six month period ended ~~March 31,~~June 30, 2008 and 2007, the Company has incurred ~~none~~1,500,367 and none, respectively, of costs year-to-date with JB Holland Construction, Inc. Since inception the Company has incurred costs of ~~$4,548,041~~$6,048,408 with JB Holland Construction, Inc.

In December 2007 the Company entered into an agreement with Cornerstone Energy, LLC d/b/a Constellation New Energy to construct approximately 7.25 miles of pipeline connecting the Company to the interstate ~~pipeline.~~pipeline for a contract price of approximately $4,000,000. The agreement also states that the Company ~~has budgeted approximately $4,000,000 for the cost~~will purchase 100% of the ~~pipeline.~~Company’s natural gas requirements for a five year term beginning on the date of plant start-up. As of ~~March 31,~~June 30, 2008, the Company had incurred ~~no costs~~$1,186,400 related to this agreement.

HOMELAND ENERGY SOLUTIONS, LLC
(A Development Stage Company)
Notes to Unaudited Financial Statements

June 30, 2008

On December 19, 2007, the Iowa Department of Economic Development approved the Company for a package of benefits, provided the Company meets and maintains certain requirements. The package provides for the following benefits: (1) a $100,000 forgivable loan and a $100,000 interest-free loan under the Iowa Value-Added Agricultural Products and Processes Financial Assistance Program; (2) a grant of $240,000 under the Revitalize Iowa’s Sound Economy program for the construction of a turning land off of Iowa Highway 24 to the plant; and (3) the following tax incentives under the High Quality Jobs Program from the state of Iowa:

Refund of sales, service or use taxes paid to contractors and subcontractors during construction work (estimated at $4,289,600).

2) Investment tax credit (limited to $10,000,000. To be amortized over 5 years). This Iowa tax credit may be claimed for qualifying expenditures, not to exceed $10,000,000, directly related to new jobs created by the start-up, location, expansion or modernization of the company under the program. This credit is to be taken in the year the qualify asset is placed into service and is amortized over a 5 year period.

	2.		Investment tax credit (limited to $10,000,000. To be amortized over 5 years). This Iowa tax credit may be claimed for qualifying expenditures, not to exceed $10,000,000, directly related to new jobs created by the start-up, location, expansion or modernization of the company under the program. This credit is to be taken in the year the qualify asset is placed into service and is amortized over a 5 year period.

	3.		Local Value-added Property Tax Exemption (estimated at $10,350,000). The Community has approved an exemption from taxation on all or a portion of the value added by improvements to real property directly related to new jobs created by location or expansion of the company and used in the operations of the company.

In July 2007 the Company entered into an agreement with a union that covers the employment of a construction manager. This agreement is effective from August 2007 to May 2009. The agreement sets the base wage rate at $6,668 per month and additional fringe benefits of $2,374 per month.

In February 2008, the Company entered into an agreement with A & B Welding for the construction of a water storage tank for a contract price of $180,000. As of June 30, 2008, the Company has incurred costs of $45,000 related to this agreement.

In March 2008, the Company entered into an agreement with Ace Steel Construction for the construction of a metal building to be used for water treatment for a contract price of $107,832. As of June 30, 2008, the Company has incurred costs of $67,641 related to this agreement.

In May 2008, the Company entered into an agreement with Brennan Construction Company for construction of a bridge over the railroad tracks for a contract amount of $876,033. As of June 30, 2008, the Company had incurred costs of $139,661 related to this agreement.

Note 7. Subsequent Event

On July 7, 2008, the Company entered into an agreement with Iowa, Chicago, & Eastern Railroad for the installation of two new mainline switches and the re-alignment of the main line at a cost of $239,764. As of June 30, 2008, the Company has incurred no costs related to this agreement.

On July 24, 2008, the Company entered into an agreement with R&R Contracting for ethanol plant rail work between New Hampton, Iowa and Lawler, Iowa for an estimated cost of $5,756,535. The project shall commence on August 15, 2008 and has a completion date of December 31, 2008. As of June 30, 2008, the Company has incurred no costs related to this agreement.

On August 5, 2008, the Company entered into an agreement to pave the plant for an estimated cost of $1,556,106. The project is to be substantially complete by December 30, 2008. As of June 30, 2008, the Company has incurred no costs related to this agreement.

In August 2008, the Company entered into an Ethanol Marketing Agreement with a company to sell all of the Company’s ethanol produced at their plant to this company, who will market all of the ethanol produced at the Company’s plant and be responsible for all transportation of the ethanol including, without limitation, the scheduling all shipments of ethanol with the Company.

In August 2008, the Company entered into a Distiller’s Grains Marketing Agreement (DG Marketing Agreement) with a company, wherein the company will purchase the distillers grains produced at the Company’s plant.

1518

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Statements Regarding Forward-Looking Statements

~~Some of the statements in this~~This report ~~may contain~~contains forward-looking statements that ~~reflect our current view on~~involve future events, ~~future business, industry and other conditions,~~ our future performance and our ~~plans and expectations for~~expected future operations and actions. In some cases, you can identify forward-looking statements by the use of words such as “may,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “future,” “intend,” “could,” “hope,” “predict,” “target,” “potential,” or “continue” or the negative of these terms or other similar expressions.

These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties. You should read this report thoroughly with the understanding that we cannot provide any assurance with respect to our future performance or results. Our actual results or actions may differ materially from these forward-looking statements for many reasons,uncertainties, including, but not limited to ~~the following factors:~~

~~Changes~~those listed below and those business risks and factors described elsewhere in this report and our ~~business strategy, capital improvements or development plans;~~

~~Increases in construction costs or delays or difficulties in the construction of the plant, resulting in a delay of start-up of plant operations;~~

~~Changes in the availability and price of corn;~~

~~Our inelastic demand for corn, as it is the only available feedstock for our plant;~~

~~Lack of transport, storage and blending infrastructure preventing ethanol from reaching available markets;~~

~~Fluctuation in U.S. petroleum prices and corresponding oil consumption;~~

~~Ethanol supply exceeding demand and corresponding ethanol price reductions;~~

~~Changes in the environmental regulations or in our ability to comply~~other filings with the ~~environmental regulations that apply to our plant site~~Securities and ~~our anticipated operations;~~

Exchange Commission.

~~Changes in general economic conditions or the occurrence of certain events causing an economic impact in the agriculture or automobile industries;~~

~~Changes in the availability and price of natural gas, corn, and/or coal and the market for distillers grains;~~

~~Changes in federal and/or state laws (including the elimination of any federal and/or state ethanol tax incentives);~~

~~Changes and advances in ethanol production technology;~~

~~Additional ethanol plants or expansions of ethanol plants existing or being constructed in close proximity to our ethanol facility in north eastern Iowa;~~

~~Competition from alternative fuel additives; and~~

~~Our ability to hire management personnel, as well as administrative and operational personnel.~~

	•		Changes in our business strategy, capital improvements or development plans;

	•		Increases in construction costs or delays or difficulties in the construction of the plant, resulting in a delay of start-up of plant operations;

	•		Changes in the availability and price of corn;

	•		Our inelastic demand for corn, as it is the only available feedstock for our plant;

	•		Lack of transport, storage and blending infrastructure preventing ethanol from reaching available markets;

	•		Fluctuation in U.S. petroleum prices and corresponding oil consumption;

	•		Ethanol supply exceeding demand and corresponding ethanol price reductions;

	•		Changes in the environmental regulations or in our ability to comply with the environmental regulations that apply to our plant site and our anticipated operations;

	•		Changes in general economic conditions or the occurrence of certain events causing an economic impact in the agriculture or automobile industries;

	•		Changes in the availability and price of natural gas, corn, and/or coal and the market for ethanol and distillers grains;

	•		Changes in federal and/or state laws (including the elimination of any federal and/or state ethanol tax incentives);

	•		Changes and advances in ethanol production technology;

	•		Additional ethanol plants or expansions of ethanol plants existing or being constructed in close proximity to our ethanol facility in north eastern Iowa;

	•		Competition from alternative fuel additives; and

	•		Our ability to hire management personnel, as well as administrative and operational personnel.

Our actual results or actions could and likely will differ materially from those anticipated in the forward-looking statements for many reasons, including but not limited to the reasons described in this report. We are no under any duty to update the forward-looking statements contained in this report. We cannot guarantee future results, levels of activity, performance or achievements. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits completely and with the understanding that our actual future results may be materially different from what we currently expect. We qualify all of our forward-looking statements by these cautionary statements.

Available Information

Information about us is also available at our website atwww.homelandenergysolutions.com, under “Investor Relations — SEC Filings,” which includes links to reports we have filed with the Securities and Exchange Commission. The contents of our website are not incorporated by reference in this Quarterly Report on Form 10-Q.

1619

Overview

Homeland Energy Solutions, LLC was formed as an Iowa limited liability company on December 7, 2005 for the purpose of constructing, owning and operating a 100 million gallon per year (MGY) fuel-grade ethanol plant to be located in ~~Chickasaw County,~~north eastern Iowa. References to “we,” “us,” “our” and the “Company” refer to Homeland Energy Solutions, LLC. We are in the development stage and have not begun production of ethanol and distillers grains at the plant.

Our total project cost is approximately $173,860,000, which we ~~plan to finance~~are financing with a combination of equity and debt. We previously issued and sold 2,850 membership units in two private placement offerings for a total of $1,325,000 in offering proceeds. We issued and sold an additional 88,595 membership units in an offering registered with the Securities and Exchange Commission (SEC) for a total of $88,595,000 in offering proceeds. The remaining project costs are being financed through our senior debt financing package with Home Federal Savings Bank which includes a Construction Loan for our project for up to $94,000,000 and a revolving line of credit of up to $6,000,000 of which we expect to be available to us once we are operational. Our loan obligations are secured by all of our real and personal property, and we have also assigned all rents and leases of our property to Home Federal.

~~The construction~~Our plant is located near New Hampton, Iowa, in Chickasaw County. Construction of our ethanol plant by our ~~design-builder,~~Design-Builder, Fagen, Inc., began ~~shortly after the close of our registered offering and senior debt financing~~ in November 2007. As of ~~April 30,~~August 1, 2008, we estimate that total construction of the plant is ~~25%~~42% complete. We experienced minor delays in construction due to the ~~extreme cold temperatures~~high amounts of rain Iowa received in May and June 2008. However, we ~~faced in January and February 2008. In addition, we have added some updates~~expect any delays to be mitigated by the ~~plant to conserve energy and water, which has caused a delay in~~additional workforce placed at the ~~engineering for~~site, working extended work hours into the ~~plant. However, management believes that the benefits of implementing these updates will outweigh the delay in construction in the long run. We anticipate~~weekends. Management expects that the plant will be operational by April 2009.

~~As construction~~ The plant will feature updates that are expected to conserve energy and water, which we expect will allow us to operate our plant with greater efficiency. These efficiencies should improve our results of operations once the plant is operational. Benefits of our ~~ethanol~~ plant ~~progresses, we plan~~site include close proximity to ~~continue~~State and Interstate Highways, as well as rail transportation. These routes will give us access to ~~explore our options for incorporating a coal gasification energy center into our plant~~major population and distribution centers, such as an alternative to natural gas as our energy source. Construction of such an energy center would require significant additional funds, either through additional equity, debt financing or a combination of both.Minneapolis, Chicago, Omaha and Kansas City.

Because we are a development stage company with no operating history, we do not yet have comparable income, production and sales data for the three months ended ~~March 31,~~June 30, 2008. If you undertake your own review and comparison of the three months ended ~~March 31,~~June 30, 2008 and the three months ended ~~March 31,~~June 30, 2007, it is important that you keep in mind that we expect our financial results to change significantly once we become operational.

Plan of Operations for the Next 12 Months

We expect to spend the next 12 months focused on (1) ~~project development,~~ plant construction and ~~preparing for~~ start-up of our operations; ~~and~~ (2) exploration ~~and capitalization~~ of ~~a possible~~ coal gasification ~~energy center as an alternative energy source~~technologies; and (3) exploration of additional opportunities in the renewable fuels industry to ~~natural gas.~~maximize our results of operations once the plant is operational. We expect that the proceeds of our equity offerings in combination with available debt facilities will provide us with sufficient cash on hand to cover ~~all~~the costs associated with construction of the project with natural gas as our energy source. However, in the event that we suffer a shortfall, we may seek additional equity and/or debt financing to complete project capitalization. We estimate that the total project cost to construct the plant utilizing natural gas as an energy source will be approximately $173,860,000.

As construction of our ethanol plant progresses, we plan to continue to explore technologies and our options for incorporating a coal gasification energy center into our plant, which would give us an alternative to natural gas for our energy source. In the event that we determine to install a coal gasification energy center, we will have to seek significant additional equity and/or debt financing to fund its construction. We estimate that the cost of the energy center would be approximately $64,500,000, which could change due to the cost of coal, construction costs, and our financing structure or other market conditions. We have not yet determined to proceed with a coal gasification energy center. If we decide to proceed, we do not have any agreements in place for the financing of a coal gasification energy center and there is no guarantee that we will be able to enter into any such agreements in the future.

Site Development and Construction Activities and Agreements

~~On July 18, 2007,~~As of August 1, 2008, we estimate that overall plant construction is 42% complete. While we experienced minor delays due to the heavy amounts of rainfall Iowa received in May and June 2008, Fagen has increased the number of employees and contractors on site from 80 to 150, and the workforce has been working into the weekends. Therefore, we expect construction to be completed on schedule by April 2009. All road ways into and internally in the plant have been completed to grade with the sub overlay complete. We expect the paving of our roads to begin in our next fiscal quarter. As of August 1, 2008, we estimate that the civil work on the process area is approximately 95% complete and installation of the evaporators and other equipment is approximately 70% complete. The distillers grain building is approximately 90% complete, and the interior lighting and equipment installation in the building is approximately 80% complete. The construction of our corn and distillers grain storage silos is underway and they are anticipated to be completed this fall.

We expect our rail facilities to be completed by December 2008. We also expect our water treatment building to be completed in August 2008, and all of the internal equipment for the water treatment building will be completed shortly thereafter. As of August 1, all of our internal plant electrical underground facilities are in place, and our fire, water, septic, process wells and waste blowdown systems are collectively approximately 90% complete.

We have secured a majority of our key agreements for the construction and development of our project. For example, we have entered into a Lump Sum Design-Build Agreement with Fagen, Inc. for the design and construction of our ethanol plant, ~~(the “Design-Build Agreement”)~~ for a contract price of ~~$120,000,000. On March 26, 2008,~~$120,459,611. In addition, we entered into a change order with Fagen, Inc., for additional work, design and materials required to provide and install larger heat recovery steam generator units, resulting in an increase in the Fagen contract price to approximately $120,587,000.

~~On August 1, 2007, we~~have entered into a license agreement with ICM, Inc. for limited use of ICM, ~~Inc.’s~~Inc’s proprietary technology and information for the technology used in our ethanol plant. In addition to ~~assist us in operating, maintaining, and repairing~~these key agreements, we have retained JB Holland for the ~~ethanol production facility. We are not obligated to pay any fee to ICM, Inc. for use~~completion of the ~~proprietary information~~majority of our site development work, and ~~technology because~~we have entered into an agreement for the concrete pavement of the roads within the our ~~payment to Fagen, Inc.~~plant site. The cost of this work is approximately $1.600,000, and we anticipate completion of this work by December 30, 2008.

We entered into an agreement with R & R Contracting (“R & R”) dated July 24, 2008 for the construction of our rail facilities within our anticipated ethanol plant. Under the ~~plant under the Design-Build Agreement is inclusive of these costs.~~

As of April 30, 2008, we estimate that plant construction is 25% complete. With the arrival of spring, our design-builder, Fagen, Inc., has increased the pace of construction in order to complete construction and begin operations by April, 2009. Fagen, Inc. currently has 80 of their employees and contractors on our site working on plant construction. All road ways into and internally in the plant have been completed to grade with the sub overlay complete. The civilagreement, R & R will commence work on the ~~process area~~rail facilities by August 15, 2008, and will complete the work by December 31, 2008, unless an extension of time is ~~approximately 60% complete~~agreed to in writing by both Homeland Energy and ~~installation~~R & R. As consideration for the construction of the evaporators and other equipment has begun. The civil work on the distillers grains building is approximately 60% complete, and we expect the building construction to commence this May. The pilings to support the grain silos are about 30% complete, and we expect our grain storage facilities to be completed by the end of October, 2008.

~~Construction on~~ our rail facilities, we have agreed to pay R & R approximately $5,700,000. This payment is ~~expected~~subject to ~~begin~~any changes to the ~~first part of July 2008, with completion by December 2008. In addition, construction~~scope of the ~~turning lane into the plant from State Highway 24 is also expected~~work agreed to ~~begin this May. Our process wells are 100% completed,~~by Homeland Energy and ~~the piping from the production wells is expected to begin this May. Our water treatment facilities have been delivered and the foundation work is scheduled to begin this May.~~R & R.

Utilities

Our plant site does not have an existing gas line to supply natural gas to our plant. To access sufficient supplies of natural gas to operate the plant, a dedicated lateral pipeline from an interstate pipeline ~~will be~~is necessary. We were in negotiations with both Alliance and Northern Natural Gas for connection to their respective interstate pipelines. We have since determined to connect to the Northern Natural Gas interstate pipeline, and have entered into an agreement with Northern Natural Gas in April 2008 ~~regarding the~~for connection to its interstate pipeline and for transportation ~~services.~~services for our natural gas supply.

~~On December 4, 2007, we entered into~~We also have agreements with Cornerstone Energy, LLC d/b/a/ Constellation NewEnergy — Gas Division CEI, LLC (Cornerstone) for ~~the supply of natural gas to our plant and for the~~ construction of our natural gas ~~pipeline. We later entered into a change order with Cornerstone regarding the~~ pipeline ~~specifications~~ and ~~contract price on March 31, 2008. Under the pipeline agreement and subsequent change order, the pipeline will connect to the Northern Natural Gas Interstate Pipeline and will consist~~for procurement of ~~approximately 8.5 miles of 6” diameter steel piping.~~our required natural gas. The cost of this pipeline is expected to be approximately $4,000,000, which we have included in our estimated budget. The contract price of the natural gas has not been set, but will be based on current market prices for natural gas plus a likely surcharge per MMBtu. We will also have the option to participate in Cornerstone’s natural gas hedging program. We are currently negotiating easements with the landowners whose land the pipeline must ~~cross,~~cross. The Iowa Utilities Board is currently reviewing our application for our pipeline permit, and we ~~anticipate~~hope to begin construction ~~beginning on~~of the pipeline inthis August ~~2008~~ with completion anticipated by December 2008.

We expect to purchase our electricity from Hawkeye REC, the local utility who holds the service franchise for our potential plant location in Chickasaw County, Iowa. Hawkeye REC is a distribution cooperative distributing excess operating margins back to its member owners on a yearly basis. One of our directors and officers, Pat Boyle, is also the Business Development and Member Services Manager for Hawkeye REC.

Engineering specifications show our plant water requirements to be approximately 1,000 gallons per minute. That is approximately 1,440,000 gallons per day. While it is possible that our water supply will be strained from nearby residents, business and farms, we expect our production wells to supply us with the water that we will need.

Ethanol and Distillers Grain Marketing Agreements

On August 14, 2008, we entered into an Ethanol Marketing Agreement with VBV, LLC (VBV). Pursuant to the Ethanol Marketing Agreement, we will sell all of our ethanol produced at our plant to VBV, who will market all of the ethanol produced at our plant and be responsible for all transportation of the ethanol including, without limitation, the scheduling all shipments of ethanol with us. The ethanol sold must meet or exceed the quality specifications set forth in ASTM 4806 for Fuel Grade ethanol or standards promulgated in the industry. Under the Ethanol Marketing Agreement, we will provide VBV with annual production forecasts and monthly updates, as well as daily plant inventory balances. We will also be responsible for compliance with all federal, state and local rules relating to the shipment of ethanol from our plant.

The price per gallon that we will receive for our ethanol will be based on the contract selling price less all direct costs (on a per gallon basis) incurred by VBV in conjunction with the handling, movement and sale of the ethanol. VBV and Homeland Energy will determine together the estimated monthly netback (on a per gallon basis) for each month. The establishment of the estimated monthly netback will be on the first business day of the month with the intention being to establish the estimated monthly netback to be within $.05 of the final actual netback (on a per gallon basis) for the month. In addition, we will pay VBV a commission for each gallon of ethanol sold to VBV under the Ethanol Marketing Agreement. The Ethanol Marketing Agreement may be terminated upon a material breach of any material obligation under the agreement by either party or upon willful misconduct by either party.

On August 8, 2008, we entered into a Distiller’s Grains Marketing Agreement (DG Marketing Agreement) with CHS, Inc. (CHS), wherein CHS will purchase the distillers grains produced at our plant. The initial term of the DG Marketing Agreement will be for one year, beginning with start-up of operations and production at the plant. After the initial one-year term, it will be automatically renewed for successive one year terms unless either we or CHS give 120 day prior written notice before the current term expires.

The DG Marketing Agreement may be terminated by either party in the event of default, which include: (a) failure of either party to make payment to the other when due; (b) default by either party in the performance of the their respective obligations; and (c) upon the insolvency of either CHS or Homeland Energy or upon the assignment to creditors in connection with bankruptcy. If an event of default occurs, the parties will have certain remedies available to them in addition to any remedy at law, such as all amounts owed being immediately payable or immediate termination of the DG Marketing Agreement.

CHS will pay us 98% of the actual sale price received by CHS from its customers, less all of the customary freight costs incurred by CHS in delivering the distillers grains to the customer. CHS will retain the balance of the FOB plant price received by CHS from its customers as its fee for services provided under this agreement.

Commodities Account

In order to reduce risk caused by market fluctuations, we have opened a commodities trading account with ADM Investor Services, Inc. (ADMIS). We plan to begin trading on the account during the fourth quarter of 2008 to prepare for start-up of operations. This activity is intended to fix the purchase price of our anticipated requirements of corn in production activities. Under the Customer Agreement governing the account, ADMIS will serve as our broker for the purchase and sale of commodity futures contracts for corn, and will enter into transactions and exercise commodity options for our account in accordance with our written or oral instructions. We will be required to maintain adequate margins in our account to continue to meet the margin requirements established by ADMIS, which may exceed the margin requirements by any commodity exchange or other regulatory authority. If we do not maintain adequate margins, ADMIS may close out on any of our positions or to transfer funds from other accounts of ours to cover the margin. In addition, if we are unable to deliver any security or commodity bought or sold, ADMIS has authority to borrow or buy any security, commodity or other property to meet the delivery requirement. Any dispute or controversy arising out of our account with ADMIS will be settled by arbitration.

We are currently seeking a Chief Executive Officer/Plant Manager and other key employees as construction progresses and we get closer to plant start-up.

Permitting and Regulatory Activities

We are subject to extensive air, water and other environmental regulation and we have obtained the required environmental permits to commence construction of the plant. We will be required to obtain additional permits and have various plans in place prior to the start-up of operations. Currently, we do not anticipate a problem receiving our remaining required environmental permits. However, if for any reason any of these permits are not granted, production at our plant may be delayed or discontinued and you may lose some or all of the value of your investment. The following is a summary of the permits that we have received as of the date of this report and those permits and plans that will be required prior to start-up of operations:

Environmental Permits Obtained as of the Date of this Report:

	•		Title V Construction Air ~~Permit~~ ~~Construction Site Storm Water Discharge~~ Permit

	•		Construction Site Storm Water Discharge Permit

	•		Potable Water Well Usage Permit

Environmental Permits and Plans yet to be Obtained or Developed that must be in Place Prior to the Start of ~~Operations~~Operations::

	•		NPDES (National Pollutant Discharge Elimination System) Wastewater Discharge Permit: We have submitted our application for this permit with the Iowa Department of Natural Resources (IDNR) and are currently working with the IDNR to finalize the conditions of the permit.

	•		Title V Operating Air Permit: We will apply for this permit after we have been operational for one year. Our Title V Construction Permit covers our operations for the first year. Our emissions during the first year will be utilized to determine the conditions that will be placed in the Title V Operating Air Permit. While we do not anticipate any problems with obtaining our Title V Operating Air Permit, there is a risk that the IDNR would reject our Title V air permit application and request additional information, which could delay or stall our operations.

	•		New Source Performance Standards: By applying for and obtaining our Title V Construction Air Permit, we are currently in compliance with these standards.

	•		Storm Water Discharge Permit and Storm Water Pollution Prevention Plan (SWPPP Permits): We anticipate that these permits and plans will be applied for and completed as we get closer to completion of construction and start-up of operations. We do not anticipate any problems with obtaining and completing these permits and plans.

	•		Spill Prevention, Control and Countermeasures Plan: We anticipate that this plan will be completed as we get closer to completion of construction and start-up of operations. We do not anticipate any problems with obtaining this permit.

	•		High Capacity Well Permit: We have submitted our application for our permits for our production wells and expect them to be granted when the plant nears completion and we are ready for start-up of operations.

~~Risk Management Plan~~

	•		Alcohol Fuel Producer’s Permit: This will be applied for prior to start-up of operations. We do not anticipate any problems with obtaining this permit.

	•		Risk Management Plan: We plan to complete our Risk Management Plan as we get closer to start-up of operations.

Plan of Operations Regarding Coal Gasification

As construction of our ethanol plant progresses, we plan to continue to explore our options for incorporating a coal gasification energy center into our plant as an alternative to natural gas as our energy source. ~~Given the recent increases in the price of natural gas, our management~~Management believes it may be in our best interests to install a coal gasification energy system to power the plant. This option would allow us to operate on both natural gas and coal gasification. ~~However, we~~We may decide to postpone implementation until we have a history of operations and can use earnings from plant operations to help finance the cost; however, there is no assurance or guarantee that we will generate sufficient earnings to undertake this project.

We have been in negotiations with various companies regarding the development and construction of a coal gasification energy center, including Econo Power International Corporation (“EPIC”) with whom we ~~are discussing~~have discussed a possible joint venture for the construction/operation of a coal gasification energy center. On December 3, 2007, we entered into a Coal to Fuel Conversion Agreement with Homeland Gasification, LLC (“Homeland Gas”), which would be a joint venture with EPIC. Under the anticipated joint venture, Homeland Gas would construct a coal gasification facility that would utilize EPIC technology to convert coal to fuel gas to provide process energy for our plant. Both EPIC and Homeland Energy would contribute funds to finance the construction of the energy center.

However, there are a number of contingencies in place which must be satisfied before Homeland Gas’s obligations arise under the Coal to Fuel Gas Conversion Agreement, including but not limited to the receipt of all of the necessary licenses, permits and other approvals required for the facility, funding of the facility, and approval of our Board of Directors. Under the terms of the agreement, if all of the conditions were not met by March 31, 2008, then either we or Homeland Gas has the power to terminate the Coal Conversion Agreement upon 10 days written notice. ~~However, we will be obligated to pay $10,000 to Homeland Gas for engineering and project development costs.~~ As of the date of this report, the agreement has not been terminated, but we do not have any agreements in place for the financing or construction of a coal gasification energy center and there is no guarantee that we will be able to enter into any such agreements in the future. However, if the agreement is terminated, we would be obligated to pay $10,000 to Homeland Gas for engineering and project development costs.

Coal fueled facilities of this scale would require a continuous and large supply of coal. The transportation, handling and storage costs of such material may not be cost-effective. We have given COALTRADE, LLC authority to negotiate on our behalf the delivery of coal into our facility and to use a potential coal distribution center at the plant should we determine to install a coal gasification energy center. However, we do not have a definitive agreement with any supplier of coal and we do not know if it is possible to use coal without incurring significant operational and regulatory costs. If we decide to use coal, there may be significant environmental risks that may require us to install additional safety precautions.

Results of Operations for the Three Months Ended ~~March 31,~~June 30, 2008

We are not yet operational and therefore have no revenue from operations. We anticipate that we will be operational by April, 2009; however, there is no guarantee or assurance that we will not encounter additional delays in construction. We will not have revenue to report until our plant is operational.

Trends and Uncertainties Impacting our Future Operations

~~We are subject to industry-wide factors that~~Upon the successful completion and start-up of operations of our ethanol plant, we expect ~~will affect~~ our future ~~operating~~revenues will consist primarily of proceeds from the sale of ethanol and ~~financial performance. Ethanol~~distillers grains, with ethanol sales constituting the bulk of our revenues. Historically, the demand for ethanol increased relative to supply, which caused ethanol market prices ~~have recently trended upwards from low~~to increase. Increased demand, firm crude oil and gas markets, public acceptance and positive political signals contributed to those strong ethanol prices. However, the year 2007 marked a significant increase in the number of ethanol plants entering production and the industry experienced transportation and logistics problems, causing downward pressure on the industry.

To date, ethanol production continues to rapidly grow as additional plants and expansions become operational. According to the Renewable Fuels Association, as of July 24, 2008, 162 ethanol plants were producing ethanol with the capacity to produce more than 9.4 billion gallons annually. Additionally, approximately 41 ethanol plants are under construction, along with 7 existing plants undergoing expansions. The plants under construction and expansion are expected to increase total ethanol production capacity by more than 4.2 billion gallons. Accordingly, if demand for ethanol does not grow in relation to the increase in supply, the price of ethanol may trend lower which would negatively impact our earnings. With the increase in the price of crude oil during the first part of calendar year 2008, ethanol prices experienced a corresponding increase beginning in the latter part of calendar year ~~2007.~~2007 through the first half of 2008. However, ~~management expects that the supply of~~in early August, 2008, ethanol futures and spot prices fell along with a drop in ~~the market may continue~~crude oil prices. Ethanol prices could be pressured further due to ~~increase which may have~~increased ethanol availability along with lower gasoline prices and a ~~negative effect on~~reduction in the price of ~~ethanol. As of April 2, 2008,~~corn from its record highs shortly after the ~~Renewable Fuels Association reports that~~severe flooding experienced in the ~~total United States~~corn-producing Midwestern region. Management believes the industry will need to continue to grow demand to meet the increased supply and have governmental support in order for the industry to continue to realize higher ethanol ~~production capacity will grow by more than 5 billion gallons, through new or expanding ethanol plants beginning production.~~ prices.

According to the Renewable Fuels Association, ethanol demand during 2007 reached more than 6.8 billion gallons, an increase from the nearly 5.4 billion gallons of demand in 2006. However, the current production capacity of the ethanol industry surpasses the 2007 ethanol demand significantly. ~~Thus, if~~The ethanol industry must continue to grow demand and expand ethanol blending facilities in order to increase demand for ethanol ~~does not grow in relation~~at a similar rate to the increase in ~~supply,~~ethanol supply.

We expect to benefit from federal ethanol supports and federal tax incentives. Changes to these supports or incentives could significantly impact the ~~price of~~demand for ethanol ~~may trend lower which would~~and could negatively impact our ~~earnings.~~

~~The principal purchasers of ethanol are petroleum terminals located throughout the United States. The RFS has led to significant new investment in ethanol production across the country.~~business. The RFS is a national flexible program that ~~does not require that any~~mandates a certain amount of renewable fuels be ~~used~~utilized, but does not mandate a specific blending formula in any particular area or state, allowing refiners to use renewable fuel blends in those areas where it is most cost-effective. ~~In addition~~The RFS has led to ~~demand created by~~significant new investment in ethanol production across the ~~RFS, some blenders may be motivated to reduce~~country. The Energy Independence and Security Act of 2007 set the cost of gasoline by blending additional ethanol into the gasoline. This would occur when ethanol prices combined with the Volumetric Ethanol Excise Tax Credit of $0.51 per gallon of ethanol blended into gasoline are lower than the cost of gasoline.

~~The~~ RFS requirement for 2008 isat 9 billion gallons. The RFS will progressively increase to a 36 billion gallon requirement by 2022. The RFS caps grain-based ethanol, such as the ethanol we produce, at 15 billion gallons per year starting in 2015. In addition, the RFS requires that a significant portion of these 36 billion gallons come from “advanced” renewable fuels, such as cellulosic ethanol.

~~Due~~There has been some pressure to reduce the RFS as some members of the public believe the increased demand for ethanol due to the ~~current high~~RFS requirements is raising corn prices ~~discussion~~for livestock producers. Governor Rick Perry of ~~cellulose based ethanol has~~Texas recently ~~increased. Public criticism~~requested that the United States Environmental Protection Agency (EPA) reduce the RFS requirement for September 1, 2008 — August 31, 2009 from 9 billion gallons to 4.5 billion gallons. However, on August 7, 2008, the EPA announced that it denied Governor Perry’s waiver request. As a result, the RFS for that time period will remain at 9 billion gallons. However, there could be similar requests in the future and we cannot guarantee the EPA will deny any such request.

On June 18, 2008, the United States Congress overrode a presidential veto to approve the Food, Conservation and Energy Act of 2008 (the “2008 Farm Bill”) and to ensure that all parts of the ~~ethanol industry may lead to more pressure to produce ethanol from sources~~2008 Farm Bill are enacted into law. Passage of the 2008 Farm Bill reauthorizes the 2002 farm bill and adds new provisions regarding energy, conservation, rural development, crop insurance as well as other ~~than corn due to this negative public sentiment regarding~~subjects. The energy title continues the ~~use of corn for ethanol production. Cellulosic ethanol is ethanol that is produced using cellulose as~~energy programs contained in the ~~feedstock instead of corn. Cellulose is~~2002 farm bill but refocuses certain provisions on the ~~main component of plant cell walls and is the most common organic compound on earth. Cellulose is found in wood chips, corn stalks, rice straw, amongst other common plants. Currently, production~~development of cellulosic ethanol ~~is in its infancy. It is technology that is as yet unproven on a commercial scale.~~

~~However, the Energy Independence and Security Act of 2007 authorizes $500 million annually for 2008 to 2015~~technology. The new legislation provides assistance for the production, storage and transport of ~~advanced biofuels that have at least an 80% reduction~~cellulosic feedstocks and provides support for ethanol production from such feedstocks in ~~GHG emissions.~~the form of grants, loans and loan guarantees. The 2008 Farm Bill also modifies the ethanol fuels credit from 51 cents per gallon to 45 cents per gallon beginning in 2009. The bill also extends the 54 cent per gallon ethanol tariff on imported ethanol for two years, to January 2011.

However, there is currently some debate in the U.S. Senate about whether to repeal the 54 cent per gallon tariff on imported ethanol. If the 54 cent per gallon tariff is repealed, the demand for domestically produced ethanol may be offset by the supply of ethanol imported from Brazil or other foreign countries. In addition, a Brazilian trade group has announced its intent to ask the ~~Act authorizes $25 million annually~~World Trade Organization (WTO) to initiate proceedings and discussions with the United States regarding the 54 cent per gallon tariff on imported ethanol. If either of these debates results in ~~2008, 2009 and 2010 for research and development and commercial application~~a reduction or elimination of ~~biofuels production~~the tariff, the supply of ethanol available to U.S. refiners would likely increase as a result of increased imports of ethanol. Such an increase in ~~states with low rates~~supply could have a negative impact on the price of ethanol and cellulosic ethanol production. Several companies and researchers have commenced pilot projects to study the feasibility of commercially producing cellulosic ethanol. If this technology can be profitably employed on a commercial scale, it could potentially lead to ethanol that is less expensive to produce than corn based ethanol, especially if corn prices remain high. Cellulosic ethanol may also capture more government subsidies and assistance than corn based ethanol. This could decrease demand for our product or result in competitive disadvantages for our ethanol production process as our plant is not designed to produce cellulosic ethanol. Our plant would likely not be easily converted to producing ethanol from cellulose.expected revenues.

2025

The Energy Independence and Security Act of 2007 also includes provisions for a variety of studies focusing on the optimization of flex fuel vehicles and the feasibility of the construction of pipelines dedicated to the transportation of ethanol. While the provisions in the Act are intended to stimulate an increase in the usage and price of ethanol, there is no guarantee or assurance that this legislation will have the desired impact on the ethanol industry.

In 2006, Iowa passed legislation promoting the use of renewable fuels in Iowa. One of the most significant provisions of the Iowa renewable fuels legislation is a renewable fuels standard encouraging 10% of the gasoline sold in Iowa to be from renewable fuels by ~~2009. The Iowa renewable fuels standard increases~~2009, increasing incrementally to 25% ~~of the gasoline sold in Iowa~~ by 2019. This could increase local demand for ethanol significantly and may increase the local price for ethanol. However, ~~this~~these incentives will also likely lead to additional ethanol production in Iowa and to a corresponding ~~increased~~increase in competition for raw materials in Iowa.

Consumer resistance to the use of ethanol may affect the demand for ethanol which could affect our ability to market our product and ~~reduce the value of your investment.~~which could have a negative impact on our future revenues. According to media reports in the popular press, some consumers believe the use of ethanol will have a negative impact on retail gasoline prices. Many also believe that ethanol adds to air pollution and harms car and truck engines, and that the process of producing ethanol actually uses more fossil energy than is produced. In addition, recent high corn prices have added to consumer backlash against ethanol, as many blame ethanol for high food prices. These consumer beliefs could potentially be wide-spread. If consumers choose not to buy ethanol, it could negatively affect our ability to sell our product and may negatively impact our profitability.

Increased ethanol production has led to increased availability of distillers grains. Further increases in the supply of distillers grains could reduce the price we will be able to charge for our distillers grains. This could have a negative impact on our revenues.

Trends and Uncertainties Impacting the Corn and Natural Gas Markets and Our Future Cost of Goods Sold

We expect our future cost of goods sold will consist primarily of the costs relating to the corn and natural gas supplies necessary to produce ethanol and distillers grains for sale. AsDue to heavy rainfall and flooding that occurred in May and June in the Midwest, analysts were predicting a low corn crop due to the devastation of ~~March 31,~~many acres of planted corn, which caused corn futures prices to increase significantly. However, on August 12, 2008, the United States Department of Agriculture ~~estimated~~(USDA) released its World Agriculture Supply and Demand Estimates, and the report predicts the second-highest corn yield on record with production of about 12.3 billion bushels. This estimate is about 600 million bushels more than it had expected earlier this summer. The higher corn yield has been attributed to favorable weather conditions later in the summer for the corn crop. Prices on corn futures have also decreased in recent weeks.

While the total production of corn may be higher than expected after the flooding damage, it is possible that local corn production will continue to be impacted by the flooding in the area, which could drive up the price for our corn. In addition, according to a July 11, 2008 report from the USDA, the 2008 corn acres planted ~~will be~~is down 8%6.7% from 2007, when corn acreage planted was the highest since 1944. The USDA attributes the decrease in expected acreage to favorable prices for other crops, high input costs for corn and crop rotations. ~~With less acreage anticipated, we expect corn to remain at high price levels.~~ Although we do not expect to begin operations until the ~~first~~second quarter of 2009, with less acreage anticipated, we expect we expect continued volatility in the price of corn, which could significantly impact our cost of goods sold. The growing number of operating ethanol plants nationwide will also likely increase the demand for corn, which will likely drive the price of corn upwards. This would impact our ability to operate profitably. ~~In addition, it is possible that an extended drought or other corn production problems may result in a corn shortage.~~

Natural gas will also be an important commodity to our production process. Recently, natural gas prices have been higher than in recent periods as energy prices in general have increased this summer. Any sustained increase in the price level of natural gas will increase our cost of production and will negatively impact our future profit margins.

Technology Developments

Due to the current high corn prices, discussion of cellulose based ethanol has recently increased. Public criticism of the ethanol industry may lead to more pressure to produce ethanol from sources other than corn due to this negative public sentiment regarding the use of corn for ethanol production. Cellulosic ethanol is ethanol that is produced using cellulose as the feedstock instead of corn. Cellulose is the main component of plant cell walls and is the most common organic compound on earth. Cellulose is found in wood chips, corn stalks, rice straw, amongst other common plants. Currently, technology for the production of cellulosic ethanol is in its infancy.

However, the Energy Independence and Security Act of 2007 provides for significant investment in the production of advanced biofuels, as well as for the research and development of cellulosic ethanol production technologies. Several companies and researchers have commenced pilot projects to study the feasibility of commercially producing cellulosic ethanol. If this technology can be profitably employed on a commercial scale, it could potentially lead to ethanol that is less expensive to produce than corn based ethanol, especially if corn prices remain high. Cellulosic ethanol may also capture more government subsidies and assistance than corn based ethanol. This could decrease demand for our product or result in competitive disadvantages for our ethanol production process as our plant is not designed to produce cellulosic ethanol. Our plant would likely not be easily converted to producing ethanol from cellulose.

Liquidity and Capital Resources

We expect to be able to satisfy our cash requirements for the next 12 months using our equity financing, senior credit facility, and grant funds. We are exploring our options for incorporating a coal gasification energy center. If we decide to proceed with a coal gasification energy center, we may conduct an offering of our units in the future for the purpose of funding the center. However, we do not expect to have to raise additional funds within the next 12 months to complete construction of our plant utilizing natural gas as our energy source.

Financial Results for our Fiscal Quarter Ended ~~March 31,~~June 30, 2008

As of our fiscal quarter ended ~~March 31,~~June 30, 2008, we have total assets of approximately ~~$102,668,000~~$105,414,000 consisting primarily of cash and cash equivalents, construction in progress and land. We have current liabilities of approximately ~~$10,436,000~~$13,058,000 consisting primarily of accounts payable and retainage payable. Total members’ equity as of ~~March 31,~~June 30, 2008, was approximately ~~$92,000,000.~~$92,181,000. Since our inception through our fiscal quarter ended ~~March 31,~~June 30, 2008, we have generated no revenue from operations. For the fiscal quarter ended ~~March 31,~~June 30, 2008, we had net income of approximately ~~$179,000~~$135,000 from interest earned on our equity proceeds.


(3)		We have entered into a definitive agreement with Home Federal Savings Bank for a Construction Loan of up to $94,000,000 (of which $20,000,000 may be converted into a Term Revolving Loan upon start-up of operations). In addition, we will have available to us a Revolving Line of Credit Loan in an amount not to exceed $6,000,000, which will be available upon start-up of operations.

(4)		As of ~~March 31,~~June 30, 2008, we had earned approximately ~~$3,180,000~~$3,315,000 in interest on ~~escrow account prior to and the money market account after, the release of~~ our ~~unit proceeds from escrow.~~equity proceeds.

(5)		Our total sources of funds is expected to be sufficient to cover our estimated project cost of $173,860,000 as well as to cover the $10,000,000 debt service reserve that we are required to maintain under our senior debt financing with Home Federal Savings Bank.

Estimated Use of Proceeds

We expect the project to cost approximately $173,860,000 to complete. In addition, we ~~will be~~are required to maintain a $10,000,000 debt service reserve that will serve as part of the collateral for our senior debt financing loans. The following table reflects our estimate of costs and expenditures, as of the date of this report, for the ethanol plant we are building near New Hampton, Iowa. These estimates are based on discussions with our design-builder, Fagen, Inc., our technology provider, ICM Inc., our lenders and management research. The following figures are intended to be estimates only, and the actual use of funds may vary significantly from the descriptions given below due to a variety of factors described elsewhere in this report. As the project progresses, any material changes will be reflected in our budget.

Short-Term and Long-Term Debt Sources

On November 30, 2007, we entered into a Master Loan Agreement with Home Federal Savings Bank (“Home Federal”) establishing a senior credit facility for the construction of our plant. The Master Loan Agreement provides for (i) a Construction Loan in an amount not to exceed $94,000,000; and ~~(iii)~~(ii) a Revolving Line of Credit Loan in an amount not to exceed $6,000,000 (the foregoing collectively referred to as the “Loans”). Our loan obligations are secured by all of our real and personal property, and we have also assigned all rents and leases of our property to Home Federal.

Under the terms of the Construction Loan, Home Federal agreed to lend us up to $94,000,000 for our project costs at an interest rate equal to the LIBOR rate plus 350 basis points. Home Federal agreed to convert up to $74,000,000 of the Construction Loan into a Term Loan 60 days after the earlier of May 1, 2009 or the date that a completion certificate stating that our plant is completed and that the processing equipment and fixtures are fully operational. We will make monthly payments of accrued interest on the Term Loan from the date of conversion until seven months later. Beginning in the seventh month after conversion, we will make equal monthly principal payments in the amount of $616,666.67 plus accrued interest. All unpaid principal and accrued interest on the Term Loan that was so converted will be due on the fifth anniversary of such conversion. In addition to the conversion of up to $74,000,000 of the Construction Loan into a Term Loan, A maximum of $20,000,000 of the Construction Loan may be converted into a Term Revolving Loan. Interest on the Term Revolving Loan will accrue interest at a rate equal to the LIBOR rate plus 325 basis points. Home Federal has agreed to make advances on this Term Revolving Loan; however, such advances must be after the conversion and for a minimum of $50,000.

We will have the right to convert up to 50% of the portion of the Construction Loan that is converted into a Term Loan into a Fixed Rate Loan with the consent of Home Federal. The Fixed Rate Loan will bear interest at the five-year LIBOR swap rate that is in effect on the date of conversion plus 325 basis points, or another rate mutually agreed upon by Home Federal and us. The remaining converted portion will bear interest at a rate equal to the LIBOR rate plus 325 basis points.

As a condition precedent to the conversion of any portion of the Construction Loan into the Term Loan and Revolving Term Loan, we must have executed marketing agreements for all ethanol and distillers grains and provided Home Federal with collateral assignments of all such agreements. In addition, we must obtain Home Federal’s approval in the event we become aware of any change in the approved project costs that will increase our total project cost in excess of $50,000. Home Federal has the right to order that work on the project be stopped and may withhold disbursements if construction departs from the approved plans and specifications or sound building practices.

We also agreed to the terms of a Revolving Line of Credit Loan consisting of a maximum $6,000,000 revolving line of ~~credit.~~credit, which will be subject to certain conditions including completion of the project. Interest on the Revolving Line of Credit Loan will accrue at a rate equal to the LIBOR rate plus 325 basis points. The Revolving Line of Credit Loan expires 364 days after the conversion date, which is 60 days after the earlier of May 1, 2009 or the date that a completion certificate stating that our plant is completed and executed by the appropriate parties as specified in the Master Loan Agreement. There may be advances under the Revolving Line of Credit Loan; however, such advances must be for a minimum of $50,000.

In connection with the Master Loan Agreement, we executed a mortgage in favor of Home Federal creating a senior lien on our real estate and our plant, including an assignment of all rents and leases to our property. Additionally, we granted Home Federal a security interest in all personal property located on our real estate. Finally, we granted a security interest in our government permits for the construction of the project and all reserves, deferred payments, deposits, refunds, cost savings and payments of any kind relating to the construction of our plant. Therefore, if we attempt to change any plans and specifications for the project from those that were approved by Home Federal that might adversely affect the value of Home Federal’s security interest and have a cost of $25,000 or greater, we must obtain Home Federal’s prior approval.

~~In addition, during~~During the terms of the Loans, we will be subject to certain financial covenants including requirements regarding working capital, minimum tangible net worth and maximum debt coverage ratios. Failure to comply with protective loan covenants or maintain the required financial ratios may cause acceleration of the outstanding principal balances on the loans and/or imposition of fees, charges or penalties. Upon the occurrence of an event of default or an event which will lead to our default under the Loans, Home Federal may, upon notice, terminate its commitment to loan funds and declare the entire unpaid principal balance of the Loans, plus accrued interest, immediately due and payable.

Grants and Government Programs

We have received a grant from the Iowa Corn Promotion Board in the amount of $25,000 for the preparation of our feasibility study and legal fees during our equity drive.

In addition, on December 19, 2007, the Iowa Department of Economic Development has approved us for a package of benefits, provided we meet and maintain certain requirements. The package provides for the following benefits: (1) a $100,000 forgivable loan and a $100,000 interest-free loan under the Iowa Value-Added Agricultural Products and Processes Financial Assistance Program; (2) a grant of $240,000 under the Revitalize Iowa’s Sound Economy program for the construction of a turning lane off of Iowa Highway 24 to the plant; and (3) the following tax incentives under the High Quality Jobs Program from the ~~state~~State of Iowa:

~~Refund of the sales, service and use taxes paid to contractors and subcontractors during the construction phase of the plant (estimated at $4,289,600);~~

~~Investment tax credit up to $10,000,000 for qualifying expenditures directly related to new jobs created by the plant; and~~

~~Local value-added property tax exemption for all or a portion of the value added by improvements to real property directly related to new jobs created by the plant (estimated at $10,350,000).~~

Grants and Government Programs for Coal Gasification

We have received a $40,000,000 loan guarantee from the United States Department of Agriculture (“USDA”) under the Rural Energy Program. This guarantee is contingent upon the construction of a coal gasification energy center at our plant. If we determine to install a coal gasification energy center, we plan to use the guarantee to attract additional debt financing to help fund the energy system. However, the conditional guarantee will expire on November 29, 2008, unless it is further extended by the USDA.

We have also applied to the Iowa Power Fund for approximately $8,000,000 in funds to help finance the construction of a coal gasification energy center. The Iowa Power Fund is a $100,000,000 state fund with the purpose of expanding Iowa’s renewable energy industry and research and development of new technologies around the renewable fuels industry. The fund created an Office of Energy Independence governed by a board, which will evaluate applications and award funds to renewable energy projects in the state of Iowa. The Iowa Power Fund will distribute $25,000,000 to projects in 2008 and an additional $75,000,000 over the next three years. There is no guarantee that we will receive all $8,000,000 in funds that we have applied for and it is possible that we will not receive any award from the Iowa Power Fund.

Critical Accounting Estimates

Management uses estimates and assumptions in preparing our financial statements in accordance with generally accepted accounting principles, such as estimates related to construction in progress. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market ~~Risks.~~Risks

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.

Item 4. Controls and Procedures.

Management of Homeland Energy Solutions is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal controls over financial reporting. The Company’s internal control system over financial reporting is a process designed under the supervision of our Principal Executive Officer and our Principal Financial and Accounting Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions.

Homeland Energy Solutions has formed an audit committee and that committee will increase its review of our disclosure controls and procedures. In the future, we intend to hire personnel qualified in the areas of accounting and financial management. We have also engaged an external accounting firm to assist us with our review of financial information relative to our financing arrangements. Finally, we have designated individuals responsible for identifying reportable developments. We believe these actions will remediate the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Except as set forth above, there have been no changes in our internal control over financial reporting that occurred during our fiscal quarter ended ~~March 31,~~June 30, 2008 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

~~There have~~We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not ~~been any material changes~~required to ~~the risk factors previously disclosed in Part 1, “Item 1A. Risk Factors” of our annual report on Form 10-KSB for the fiscal year ended December 31, 2007. In addition to other~~provide information ~~set forth in~~under this report, you should carefully consider the factors discussed in Part 1, “Item 1A. Risk Factors” of our annual report for the fiscal year ended December 31, 2007, which could materially affect our business, financial condition and future results.item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following is a breakdown of units registered and units sold in our registered offering:


Amount	Aggregate price of the				Aggregate price of the		Amount	Aggregate price of the		Amount		Aggregate price of the
Registered	amount registered		Amount Sold		amount sold		Registered	amount registered		Sold		amount sold
110,000	$	110,000,000		88,595	$	88,595,000
							110,000	$	110,000,000		88,595	$	88,595,000


(3)		We have paid approximately ~~$3,500,000~~$3,600,000 to purchase the land and to extend land options for our plant site and approximately ~~$4,500,000~~$5,500,000 to improve the land as of ~~March 31,~~June 30, 2008.

(4)		We incurred approximately $4,900,000 for the repayment of our bridge loan.

(5)		This includes payments to director Pat Boyle under his Project Development Agreement, as well as our employee, Deanna Eastman, and our Construction Manager, Mark W. Zeuhlke.

All of the foregoing payments were direct or indirect payments to persons or entities other than our directors, officers, or unit holders owning 10% or more of our units, except for payment to Pat Boyle of approximately $20,000 under the project development agreement between Mr. Boyle and the Company.

Item 3. Defaults Upon Senior Securities.

None.

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

We did not submit any matter to a vote of our unit holders through the solicitation of proxies or otherwise during the ~~first~~second fiscal quarter of 2008.

Item 5. Other Information.

None.

Item 6. Exhibits.

The following exhibits are included herein:


Exhibit No.		Description

10.1		Ethanol Marketing Agreement with VBV, Inc. dated August 14, 2008+

	~~31.1~~10.2		Distiller’s Grain Marketing Agreement with CHS, Inc. dated August 8, 2008

10.3		Rail Facilities Agreement with R & R Contracting dated July 24, 2008

10.4		Customer Agreement with ADM Investor Services, Inc. dated July 29, 2008.

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.


(+)		Material has been omitted pursuant to a request for confidential treatment and such materials have been filed separately with the Securities and Exchange Commission.

2732


	Page

PART I — FINANCIAL INFORMATION		3

Item 1. Financial Statements		3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1619

Item 3. Quantitative and Qualitative Disclosures about Market Risks		2530

Item 4. Controls and Procedures		2530

PART II — OTHER INFORMATION		2631

Item 1. Legal Proceedings		2631

Item 1A. Risk Factors		2631

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		2631

Item 3. Defaults Upon Senior Securities		2732

Item 4. Submission of Matters to a Vote of Security Holders		2732

Item 5. Other Information		2732

Item 6. Exhibits		2732

SIGNATURES		2833

Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 10.4
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2


	3/31/2008		12/31/2007		06/30/2008			12/31/2007
	Unaudited		Audited		Unaudited			Audited

ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	36,801,014	$	64,986,226	$	13,803,254		$	64,986,226
Attorney escrow account		527		527		527			527
Prepaid expenses		269,569		277,746		233,791			277,746


Total current assets		37,071,110		65,264,499		14,037,572			65,264,499


PROPERTY AND EQUIPMENT
Land		3,556,482		3,556,482		3,556,482			3,556,482
Equipment		23,816		23,816		23,816			23,816
Construction in progress		60,584,116		40,044,456		86,435,505	��		40,044,456

		64,164,414		43,624,754		90,015,803			43,624,754
Less accumulated depreciation		5,038		4,089		5,988			4,089

		64,159,376		43,620,665		90,009,815			43,620,665

OTHER ASSETS
Loan fees, net of amortization 2008 $96,690; 2007 $52,459		1,076,282		1,120,513
Loan fees, net of amortization 2008 $140,921; 2007 $52,459						1,032,051			1,120,513
Other assets		361,080		423,665		334,783			423,665

		1,437,362		1,544,178		1,366,834			1,544,178


	$	102,667,848	$	110,429,342	$	105,414,221		$	110,429,342


	3/31/2008		12/31/2007		06/30/2008		12/31/2007
	Unaudited		Audited		Unaudited		Audited

LIABILITIES AND MEMBERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	4,848,540	$	6,978,172	$	7,184,169	$	6,978,172
Accounts payable, related parties		—		66,400		—		66,400
Retainage payable		5,564,647		3,592,124		5,835,775		3,592,124
Rejected subscriptions payable		—		7,500,000		—		7,500,000
Accrued interest related to rejected subscriptions		—		217,164		—		217,164
Property tax payable		5,836		5,836		5,836		5,836
Payroll tax payable		2,458		2,458		12,199		2,458
Current portion of long term liabilities		15,000		15,000		20,000		15,000


Total current liabilities		10,436,481		18,377,154		13,057,979		18,377,154


COMMITMENTS AND CONTINGENCIES (NOTE 6)

LONG-TERM DEBT, less current maturities		185,000		185,000		175,000		185,000


MEMBERS’ EQUITY
Capital units, less syndication costs		89,572,744		89,558,501		89,572,744		89,558,501
Equity accumulated during development stage		2,473,623		2,308,687		2,608,498		2,308,687

		92,046,367		91,867,188		92,181,242		91,867,188


	$	102,667,848	$	110,429,342	$	105,414,221	$	110,429,342


Sources of Funds			Percent					Percent
Seed Capital Proceeds (1)	$	1,325,000		0.71	%	$	1,325,000		0.71	%
Registered Unit Proceeds (2)	$	88,595,000		47.35	%	$	88,595,000		47.32	%
Senior Debt Financing (3)	$	94,000,000		50.24	%	$	94,000,000		50.20	%
Interest on Registered Unit Proceeds (4)	$	3,180,000		1.70	%	$	3,315,000		1.77	%


Total Sources of Funds (5)	$	187,100,000		100.00	%	$	187,235,000		100.00	%


			Percent of					Percent of
Use of Proceeds	Amount		Total			Amount		Total
Plant construction(1)	$	120,812,000		69.15	%
Plant construction (1)						$	120,460,000		69.29	%
Land cost		3,500,000		2.01	%		3,500,000		2.01	%
Site development costs		5,670,000		3.26	%		5,670,000		3.26	%
Pipeline costs		4,000,000		2.30	%		4,000,000		2.30	%
Construction contingency(2)		1,633,000		1.28	%		1,985,000		1.14	%
Construction insurance costs		380,000		0.22	%		380,000		0.22	%
Construction manager fees		125,000		0.07	%		125,000		0.07	%
Administrative building		1,020,000		0.59	%		1,020,000		0.59	%
Office equipment		85,000		0.04	%		85,000		0.04	%
Computers, Software, Network		175,000		0.10	%		175,000		0.10	%
Rail Infrastructure		11,000,000		6.33	%		11,000,000		6.33	%
Rolling stock		500,000		0.29	%		500,000		0.29	%
Fire Protection, water supply and water treatment		3,500,000		2.01	%		3,500,000		2.01	%
Capitalized interest		4,000,000		2.30	%		4,000,000		2.30	%
Start up costs:
Financing costs		1,200,000		0.69	%		1,200,000		0.69	%
Organization costs (3)		1,400,000		0.80	%		1,400,000		0.80	%
Pre production period costs		950,000		0.56	%		950,000		0.56	%
Working capital		7,000,000		4.03	%		7,000,000		4.03	%
Inventory — corn		2,660,000		1.53	%		2,660,000		1.53	%
Inventory — chemicals and ingredients		500,000		0.29	%		500,000		0.29	%
Inventory — Ethanol		2,500,000		1.43	%		2,500,000		1.43	%
Inventory — DDGS		500,000		0.29	%		500,000		0.29	%
Spare parts — process equipment		750,000		0.43	%		750,000		0.43	%

Total	$	173,860,000		100.00	%	$	173,860,000		100.00	%


						Period From								Period From
	Three Months		Three Months			Inception		Three Months			Three Months			Inception
	Ended		Ended			(12/7/2005) to		Ended			Ended			(12/7/2005) to
	3/31/2008		3/31/2007			3/31/2008		06/30/2008			06/30/2007			06/30/2008
	Unaudited		Unaudited			Unaudited		Unaudited			Unaudited			Unaudited

OPERATING REVENUE	$	—	$	—		$	—	$	—		$	—		$	—

OPERATING EXPENSES
Professional expenses		143,955		51,162			511,705		11,288			49,461			522,993
Engineering & design		—		—			18,652		—			—			18,652
Feasibility studies		—		—			84,750		—			—			84,750
Filings fees/permits		9,192		1,158			32,267		(9,192	)		1,676			23,075
Land options		—		—			1,650		—			—			1,650
Insurance		—		4,619			23,297		—			4,619			23,297
Office expense		2,218		3,169			17,182		3,217			710			20,399
Depreciation		949		949			5,038		950			950			5,988
Amortization		—		390			390		—			—			390
Rent		1,414		1,200			5,639		1,221			900			6,860
Utilities		2,036		3,171			8,566		1,673			898			10,239
Wages		7,881		—			7,881		12,139			—			20,020
Payroll taxes		267		—			267		1,265			—			1,532
Property tax		—		—			341		—			341			341
Miscellaneous expense		12,366		820			16,023		(2,087	)		4,758			13,936

Total operating expenses		180,278		66,638			733,648		20,474			64,313			754,122

									��
OTHER INCOME
Interest income		359,457		11,327			3,179,598		155,349			10,306			3,334,947
Crop income		—		—			2,673		—			—			2,673
Grant income		—		14,125			25,000		—			—			25,000

		359,457		25,452			3,207,271		155,349			10,306			3,362,620


Net income (loss)	$	179,179	$	(41,186	)	$	2,473,623	$	134,875		$	(54,007	)	$	2,608,498


Income (loss) per unit	$	1.96	$	(14.45	)			$	1.47		$	(18.95	)


Weighted average of units outstanding		91,445		2,850					91,445			2,850


Year ending March 31,
Twelve months ending June 30,
2009	$	15,000	$	20,000
2010		20,000		20,000
2011		20,000		20,000
2012		20,000		20,000
2013		20,000		15,000
Thereafter		5,000

	$	100,000	$	95,000


(1)		We have issued a total of 2,850 units to our founders and seed capital investors in previous private placement offerings in exchange for proceeds of $1,325,000.

(2)		As of the close of our registered offering on November 30, 2007, we issued 88,595 membership units in exchange for proceeds of $88,595,000.


(1)		On March 26, 2008, we entered into a change order with our design-builder, Fagen, Inc., for additional work, design and materials required to provide and install larger heat recovery steam generator units, resulting in an increase in plant construction costs of approximately $587,000. However, due to subsequent change orders, the contract price at June 30, 2008 was reduced to approximately $120,460,000.

(2)		~~The~~Our construction contingency has been ~~reduced by a corresponding $587,000 from prior budget disclosures~~adjusted to ~~account for~~reflect the ~~increase in the contract price~~changes to our Contract Price with Fagen, Inc. ~~as described in note 1 above.~~

(3)		Includes estimated offering expenses of $347,000.

	•		Refund of the sales, service and use taxes paid to contractors and subcontractors during the construction phase of the plant (estimated at $4,289,600);

	•		Investment tax credit up to $10,000,000 for qualifying expenditures directly related to new jobs created by the plant; and

	•		Local value-added property tax exemption for all or a portion of the value added by improvements to real property directly related to new jobs created by the plant (estimated at $10,350,000).


Plant Construction⁽¹⁾	$	44,870,000	$	67,975,000
Financing Costs⁽²⁾	$	1,173,000	$	1,173,000
Real Estate Purchases and Land Improvements⁽³⁾	$	8,000,000	$	9,100,000
Repayment of Indebtedness⁽⁴⁾	$	4,900,000	$	4,900,000
Other Expenses⁽⁵⁾	$	545,000	$	575,000

Total	$	59,488,000	$	83,723,000


(1)		This includes approximate expenses incurred as of ~~March 31,~~June 30, 2008 for plant construction, road construction and other miscellaneous equipment and construction costs.

(2)		We incurred approximately $1,173,000 in bank origination/loan fees for our senior debt financing and bridge loan.


	HOMELAND ENERGY SOLUTIONS, LLC
~~May 15,~~August 14, 2008	/s/ Stephen K. Eastman
	Stephen K. Eastman, Principal Executive Officer

~~May 15,~~August 14, 2008	/s/ Bernard Retterath
	Bernard Retterath , Principal Financial Officer


Exhibit No.		Description

	~~31.1~~10.1			~~Certificate Pursuant to 17 CFR 240.15d-14(a).~~Ethanol Marketing Agreement with VBV, Inc. dated August 14, 2008+

10.2		Distiller’s Grain Marketing Agreement with CHS, Inc. dated August 8, 2008

	~~31.2~~10.3		Rail Facilities Agreement with R & R Contracting dated July 24, 2008

10.4		Customer Agreement with ADM Investor Services, Inc. dated July 29, 2008.

31.1		Certificate Pursuant to 17 CFR 240.15d-14(a).

	~~32.1~~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.