SecProbe.io

CORRESP
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corresp

P.O. Box 147

110 East Elk Street

Jackson, Nebraska 68743

Phone: 402-632-2676

Fax: 402-632-2677

May 19, 2005

Mr. H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Siouxland Ethanol, LLC

Registration Statement on Form SB-2

File No. 333-123473

Filed on March 21, 2005

Dear Mr. Owings:

     We are in receipt of your letter dated April 20, 2005, providing comments on our Form SB-2
registration statement as filed on March 21, 2005. We have reviewed your comments and the purpose
of this letter is to provide our responses to your comments. In order to facilitate your review of
our responses and the corresponding revisions to our registration statement, set forth below is
each of your comments in chronological order immediately followed by our response. In addition, we
are enclosing a redlined Pre-Effective Amendment No. 1 to Form SB-2, which tracks all of the
revisions made pursuant to your comments as well as additional changes and supplements, which we
identify and explain at the conclusion of the following comments and responses.

General

1. We note that the securities you are offering for sale at $10,000 per unit include a deferred
payment option. Specifically, investors may pay a minimum initial 10% of the purchase price in
cash, and provide up to the remaining 90% of the purchase price by means of a promissory note due
after the offering closes. It is unclear whether this structure is consistent with Rule 10b-9
under the Securities Exchange Act of 1934. Rule 10b-9(a)(2), in relevant effect, prohibits the
release from escrow of consideration paid in a minimum-maximum offering unless “the total
amount due to the [issuer] is received by [the issuer] by a specified date.” It is unclear whether
receipt of a promissory note constitutes the total amount due. Please revise or

advise. In this regard, and as part of your response, please tell us with a view toward clarifying
disclosure whether your escrow agent will release the funds to you upon confirmation that the
offering has terminated and you have received the minimum proceeds in cash, or whether a
mixture of cash and promissory notes by the offering termination date is sufficient to
trigger release from escrow.

     Registrant’s response: The offering structure is consistent with Rule 10b-9 of the
Securities Exchange Act of 1934 because (i) the minimum number of units (1,900) must be sold at a
purchase price of $10,000 per unit and 10% of the aggregate minimum offering amount ($1,900,000)
must be paid in cash to the escrow agent prior to one year from the effective date of our
registration statement; and (ii) the escrow agent must receive cash payments equal to the
90% balance of the aggregate minimum offering amount no later than one year and three months after
the effective date of our registration statement prior to releasing funds from escrow.

     Pursuant to our Escrow Agreement, cash proceeds equal or exceeding the minimum offering amount
of $19,000,000 must be deposited into the escrow account as one of the conditions of releasing
funds from escrow. A mixture of cash proceeds and promissory notes will not satisfy this
condition. Section 7 of the Escrow Agreement dated March 17, 2005, and included as Exhibit 4.3 to
the registration statement, provides that the escrow account must be terminated no later than one
year and one day from the effective date of our registration statement (the “Termination Date”).
However, the provision further states that if we have sold the minimum number of units (1,900), the
escrow agent has received cash proceeds equal to 10% of the aggregate minimum offering amount
($1,900,000) and we have advised purchasers of their obligation to remit the 90% balance of the
aggregate offering amount prior to the Termination Date, the escrow account continues for a period
of three (3) months from the Termination Date during which the 90% cash balance must be paid to the
escrow agent prior to releasing funds from escrow. If, at the end of the three month period, cash
proceeds deposited with the escrow agent do not equal the aggregate minimum offering amount of
$19,000,000, the escrow agreement must terminate and the cash deposits must be promptly returned to
the purchasers.

     We have revised our registration statement and prospectus throughout to clarify this
disclosure. For example, please refer to the prospectus cover page, the “Prospectus Summary –
Escrow Procedures on page 5 and the third risk factor under “Risks Related to the Offering,” on
page 7.

2. Please review your disclosure and ensure that you identify the source for the industry
and scientific data that you provide. Currently, you include many factual statements, but
you do not always indicate whether the source of this information is based upon
management’s belief, industry data, scientific reports, general articles, or any other
source. For example, we note the following:

    •

    “We expect the ethanol plant will annually process approximately 18.5 million
bushels of corn into 50 million galls of ethanol, 160,000 tons of distillers
grains for animal feed and 110,200 tons of carbon dioxide.”

    •

    “We believe that ethanol production is expanding rapidly at this time.”

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    •

    “The price of grain has fluctuated significantly in the past and may fluctuate
significantly in the future.”

    •

    “[R]ail is considerably more cost effective than truck transportation to the
more distant markets.”

These are only examples. The Business section in particular contains a number of other examples.
If the statements are based up on management’s belief, please indicate that this is the case and
include an explanation for the basis of such belief. Alternatively, if the information is based
upon reports or articles, please supplementally provide these documents to us appropriately marked
and dated. We may have further comments.

     Registrant’s response: We have reviewed our disclosures and revised the prospectus as
suggested. See pages 1, 13, 32, 33, 35, 36, 37, 45 and 50. We have enclosed the 2005 Annual
Report from the Renewable Fuels Association. Relevant portions from these reports have been
highlighted to facilitate your review.

3. Please provide us with copies of any additional artwork or diagrams you intend to use as soon as
possible for our review and comment. Please keep in mind that we may have comments on these
materials and you should consider waiting for these comments before printing and circulating any
artwork.

     Registrant’s response: We have replaced the diagram illustrating the dry mill process
with an updated diagram from the Renewable Fuels Association.

Registration Statement Facing Page

4. On the facing page, please add a sentence indicated that securities are being offered on a
delayed or continuous basis pursuant to Rule 415. See interpretation D.36 of the Manual of
Publicly Available Telephone Interpretations (July 1997) and Form S-1 to review the disclosure that
you should include.

     Registrant’s response: The securities are being offered on a continuous basis
pursuant to Rule 415. We have revised the registration statement facing page as suggested.

Prospectus Cover Page, page i

5. Please remove from the cover page and elsewhere in the forepart of your document all defined
terms. Readers will understand, without resorting to a definition, the meaning of “we,” “us,” or
“Siouxland Ethanol.”

     Registrant’s response: We have revised the prospectus cover page and forepart of the
prospectus as suggested.

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6. Please consider deleting the table on this page. Since this offering has no underwriters, this
table is repetitive of the preceding information about the minimum offering, the maximum offering,
and the offering prices.

     Registrant’s response: We have revised the prospectus cover page as suggested.

7. Also, the first full paragraph after your table contains too much detail for a cover page.
See Item 501(a) of Regulation S-B. Please revise. Rely on your Summary to provide
information about your business and financial needs.

     Registrant’s response: We have revised the prospectus cover page as suggested.

8. The cross-reference to your Risk Factors section must be highlighted by prominent type or other
manner. See Item 501(a)(5) of Regulation S-B. Therefore, please make your cross-reference
more prominent by separating it from the Commission Legend.

     Registrant’s response: We have revised the prospectus cover page as suggested.

9. On this page, and throughout your document, please more clearly state when your offering will
end. See Item 501(a)(9)(iii) of Regulation S-B. Currently, you state that your offering will
terminate at the earliest of either your receipt of the minimum amount of funds and a written debt
financing commitment, one year from the effective date of this registration statement, or the
offering’s termination.

     Registrant’s response: We have revised the prospectus cover page and the relevant
disclosures under the following headings: “Prospectus Summary,” “Management’s Discussion and
Analysis and Plan of Operation – Project Capitalization,” and “Plan of Distribution – The
Offering,” to more clearly state that the offering will end no later than one year from the
effective date of the registration statement. The revised disclosures also state that if we sell
the maximum number of units prior to one year from the effective date of the registration
statement, the offering will end on the date that the maximum number of units has been sold. We
also disclose that we may end the offering any time after we have sold the minimum number of units
and prior to one year from the effective date of the registration statement.

10. Also, please clarify on what conditions you may terminate the offering. You state that you
will not close your offering until you receive the minimum amount of subscriptions and secure a
written debt financing commitment. However, in other sections of this document, you condition the
closing of your offering on receiving the minimum amount of subscriptions and the passing of one
year from the time this registration statement becomes effective. In these other sections,
regarding debt financing, you state only that you will need to obtain debt financing to fully
capitalize this project, you do not state that it is a condition upon which closing the offering
depends. Therefore, please clarify the conditions of your offering and make them consistent
throughout your document.

     Registrant’s response: We have revised the disclosures in the prospectus cover page
and throughout the document to more clearly distinguish between the conditions of releasing

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funds from escrow and the closing of the offering. The disclosures in the prospectus cover page
and under the following headings: “Prospectus Summary,” “Risk Factors,” and “Plan of Distribution,”
now indicate that even if we successfully close the offering by selling at least the minimum number
of units prior to one year from the effective date of the registration statement, we must still
obtain a written debt financing commitment and satisfy the conditions for releasing funds from
escrow before the equity proceeds will be available to us.

Prospectus Summary, page 1

11. The Summary section is intended to provide a brief overview of the most material aspects of the
offering. Your summary is too long. The summary should not contain, and is not required to
contain, all of the detailed information in the prospectus. See Item 503(a) of Regulation
S-B. The Summary is only intended to provide a brief snapshot of the offering. Therefore, please
consider making the following changes:

    •

    reducing the excess detail of many of your subsections, such as your
“Membership in Siouxland Ethanol and Our Operating Agreement” subsection;

    •

    removing entire subsections from your Summary section and placing them in your
document’s subsequent sections, such as your “Management of Siouxland Ethanol,”
“Distributions to Unit Holders,” and “Important Notices to Investors”
subsections, as some subsections have information that is not material enough to
merit Summary disclosure; and

    •

    deleting repetitive information contained elsewhere in your Summary, in this
section, or in other parts of your document, such as some of the information in
your “Financing Plan,” “Financial Information,” and “Suitability of Investors”

These are only examples. Please thoroughly revise your Summary section accordingly. We may have
further comments based upon your revisions.

     Registrant’s response: We have revised the prospectus summary as suggested.

12. In this section, please clarify that you have three alternatives if you receive at least the
minimum amount of equity funds but you are unable to receive a debt financing commitment before the
offering closes. On page 21 of this document you state that you will either begin plan
construction with the equity funds while seeking another debt financing source, you will hold the
funds indefinitely while seeking another funds source, or you will return the equity funds to your
investors.

     Registrant’s response: We have revised our disclosure contained in “Our Financing
Plan” under the prospectus summary to identify the three alternatives available to us in the event
we are unable to satisfy the loan commitment conditions prior to closing the offering. We have
also revised the disclosure to clarify that these alternatives are only available if we have sold
the minimum number of units prior to one year from the effective date of the registration
statement.

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The Offering, page 1

13. Please disclose when this offering will commence.

     Registrant’s response: We have revised the disclosure to state that the offering will
commence as soon as possible after our registration statement has been declared effective.

14. Please disclose which officers and directors will be offering securities on your behalf. If
the officers and directors listed on the top of page six are the individuals who will be offering
your securities, please revise to clarify.

     Registrant’s response: We have revised this disclosure to indicate that the officers
and directors listed on the top of former page 6 are the individuals who will be offering our
securities.

The Project, page 1

15. We note you disclose risks related to the construction of the ethanol plant and that you have
no definitive binding agreement with any contractor outside the signed letter of intent to design
and build a plant. Please revise in this section and throughout your document to clarify that the
$76.7 million is not a firm estimate, but just a preliminary estimate of costs of an ethanol plant
similar to the one that maybe designed and built. Also, please revise in the body of the document,
such as in your Management’s Discussion and Analysis section, to clarify the basis for this
estimate and the major assumptions used to calculate this amount.

     Registrant’s response: We have revised the disclosure as suggested. Please refer to
the revised disclosures under the following headings: “Prospectus Summary – The Project” and
“Management’s Discussion and Analysis and Plan of Operation.”

Escrow Procedures, page 4

16. You state that you will return promptly your prospective buyers’ investment plus nominal
interest, less a deduction for escrow agent fees if you are unable to meet the requirements of the
offering or you terminate the offering prior to its closing. Please disclose briefly whether the
escrow fee deduction could result in your investors receiving less than their full investment if
you return their money. If the escrow fee exceeds the interest and will not be paid with your
investors’ funds, please disclose with what funds you will pay the fee.

     Registrant’s r