UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

þ		Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the fiscal year ended September 30, 2010

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

For the transition period from                      to                     

Commission file number 000-53039

FIRST UNITED ETHANOL, LLC

(Name of registrant as specified in its charter)

Georgia		20-2497196
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)
4433 Lewis B. Collins Road, Pelham, Georgia		31779
(Address of principal executive offices)		(Zip Code)

(229) 522-2822
(Registrant’s telephone number)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes þ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. o Yes þ No

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

As of March 31, 2010, the aggregate market value of the membership units held by non-affiliates (computed by reference to the most recent offering price of such membership units) was $29,230,362.

As of January 28, 2011, there were 81,984 membership units outstanding.

EXPLANATORY NOTE:

This Amendment No. 1 to the Annual Report on Form 10-K/A (“Amendment No. 1”) of First United Ethanol, LLC (the “Company”) for the fiscal year ended September 30, 2010, is being filed for the purpose of including Part III of the Company’s original Annual Report on Form 10-K (the “Annual Report”) due to the fact that the Company will not be filing a proxy statement which includes such information within 120 days of its fiscal year end.

In accordance with Rule 12b-15 under the Securities and Exchange Act of 1934, the complete text of the items amended by this Amendment No. 1 are set forth herein. The remainder of the Company’s original Annual Report on Form 10-K is unchanged. Pursuant to Rule 12b-15, this Amendment No. 1 includes new certifications by the Company’s principal executive officer and principal financial officer. This report speaks only as of the original filing date of the Company’s Annual Report on Form 10-K and has not been updated or modified to take into account any events occurring subsequent to the original filing date.

 

 

INDEX

		Page
PART III			3
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE			3
ITEM 11. EXECUTIVE COMPENSATION			7
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			11
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE			12
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES			14
PART IV			15
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES			15
SIGNATURES			15
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

PART III.

ITEM 10.		DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Board of Directors and Officers

The business and affairs of First United Ethanol, LLC (“we,” “us,” “FUEL,” “First United,” or the “Company”) are managed by and under the direction of an ten person board. Murray Campbell is our Chief Executive Officer and Larry Kamp is our Chief Financial Officer. The table below lists the directors of First United as of our fiscal year ended September 30, 2010:

Name(1)		Position with the Company
Murray Campbell		Chief Executive Office and Director
Tommy L. Hilliard		Vice-Chairman and Director
Miley Adams		Secretary and Director
Steve Collins		Treasurer and Director
Thomas H. Dollar, II		Chairman and Director
Kenneth J. Hunnicutt		Director
Robert L. Holden, Sr.		Director
Donald Shirah		Director
Mark A. Glass		Director
Ralph Powell		Director

Business Experience of Directors and Officers

The following is a brief description of the business experience and background of FUEL’s officers and directors:

Murray Campbell, Chief Executive Officer and Director. For the past five years, Murray Campbell has owned and operated a 1300-acre farming operation. He has been involved in agriculture since beginning in the farm supply business during high school and college. He then worked for 9 years in the farm management industry. For 17 years, he was a partner in CoveyRise Plantation, a commercial hunting preserve, and Hopeful Peanut Company, a peanut buying point. Mr. Campbell has served as the Georgia representative and Chairman of the National Peanut Board as well as numerous peanut industry committees. Mr. Campbell has been deeply involved in water issues in Georgia serving on several state and regional boards. He has been on boards of directors of cotton gins, farm bureaus, county USDA committees, state tourism and agriculture committees, athletic organizations and the Presbyterian Church. Also, Murray Campbell and Miley Adams are brothers-in-law. Mr. Campbell served as a Director since our inception. He also served as our Chairman until February 2008. At that time, he became our Chief Executive Officer.

Tommy L. Hilliard, Vice Chairman and Director. In 2006, Tommy L. Hilliard retired after 26 years as Senior Vice President and Board Secretary for Planters & Citizens Bank of Camilla, Georgia. He currently serves as Chairman of the Mitchell County Development Authority and manages W. C. Adams & Sons, a family corporation. Mr. Hilliard also owns and operates a farm in the Camilla area and owns one-third interest in E.H.T. Landholding Company, LLC, a family farming company. He has served as a member of the board of directors for the Five County Joint Development Authority and boards of directors for the Mitchell County Schools and Southwest Georgia Economic Development Corporation. Mr. Hilliard has served as our Vice-Chairman and as a Director since our inception.

Steve Collins, Treasurer and Director. For the past five years, Steve Collins has been engaged in a family farming enterprise in Mitchell County. He also currently serves on the board of the Mitchell County Farm Bureau. Mr. Collins has served as our Treasurer and a Director since our inception.

Miley Adams, Secretary and Director. For the past five years, Miley Adams has been a farmer in the Camilla area. In addition, Mr. Adams owns and manages farming operations for Joe B. Adams & Sons, Inc. and Adams Poultry. He currently serves on the board of directors of Planters and Citizens Bank. He also serves on the board of directors for W.C. Adams & Sons and Adams & Walker, Inc. Mr. Adams and Murray Campbell, our CEO, are brothers-in-law. Mr. Adams has served as our Secretary since 2009 and has been a Director since our inception.

Thomas H. Dollar, II, Chairman and Director. For the past five years, Thomas H. Dollar has been President and owner of Dollar Farm Products Company and President of Decatur Gin Company and Miller County Gin. Mr. Dollar is also engaged in a farming operation under the name Dollar Family Farms. Mr. Dollar has served on the boards of the Georgia Soybean Association, Tri River Waterway and Chickasha Oil Mills. He presently is on the board of directors at Port City Bank in Bainbridge, American Peanut Growers Group-Donalsonville, Georgia, Hidden Dunes Condo-Panama City Beach, Florida and Chem-Nut in Albany, Georgia. Mr. Dollar has served as Chairman since February 2008 and has been a Director since September 2005.

Kenneth J. Hunnicutt, Director. In 2006, Kenneth J. Hunnicut retired as Chairman of Ameris Bancorp, a position he held for 20 years. Mr. Hunnicutt is also engaged in farming and cattle operations. He has held leadership positions that include: Chairman and Board of Director for the Georgia’s Bankers Association; Advisory Board for Norfolk Southern; Chairman of Colquitt County Economic Development Corporation; and President of Moultire-Colquitt Chamber of Commerce. Mr. Hunnicutt has been a Director since September 2005.

Robert L. Holden, Sr., Director. For the past five years, Robert L. Holden has been a co-owner and operator of Grady Ranch, has served on the board of directors of the AgFirst Farm Credit Bank, and has served as director of the Southwest Georgia Agricultural Credit Association in Bainbridge, Georgia. Mr. Holden also serves on the board of directors of Georgia Milk Producers, American Dairy Association and Grady County Farm Bureau. Mr. Holden has served as a Director since September 2005.

Donald Shirah, Director. For the past five years, Donald Shirah has been farming in Mitchell County. He currently serves as Vice-President of the Mitchell County Farm Bureau and is a member of the board of directors of the Bank of Camilla. He also serves on the Flint River Soil and Water Conservation District Board. Mr. Shirah has served as a Director since our inception.

Mark A. Glass, Director. For the past five years, Mark A. Glass has been the president and chief executive officer of Glass Enterprises, located in Camilla, Georgia. Mr. Glass has served on the Georgia Farm Bureau board of directors and currently serves on boards for Mitchell County Farm Bureau, Flint River National Bank and United Poultry Growers Association. Mr. Glass has served on the Management Committee of Southwest Georgia Ethanol, LLC since its inception in October 2007. Mr. Glass has served as a Director since 2010.

Ralph Powell, Director. For the past five years, Ralph Powell, has served as a consultant for Southwind Plantation. He began his 34 year career with Georgia Power in 1964. Mr. Powell is a Vietnam Veteran and serves on the board of Southern Fidelity Insurance Company in Tallahassee, Florida. He has served as president of several civic club organizations including Lions Club, Chamber of Commerce and Rotary Club. Mr. Powell resides in Brinson, Georgia. Mr. Powell has served as a Director since 2010.

John B. “Bubba” Johnson, Director. John B. “Bubba” Johnson is a row crop farmer in Mitchell County. He is a member of the board of directors of Mitchell Electric Corp. and a member of the Flint River Planning and Water Policy Council, the Stake Holders Committee for the Flint River Basin and the Camilla Chamber of Commerce. Mr. Johnson is active in Farm Bureau, currently serving as the President of the Mitchell County Farm Bureau, and he previously served on the Georgia Farm Bureau’s Water Commodity Committee, Poultry Committee, and Policy Development Committee. He was also a member of the board of directors of Mitchell Baker Service Center, the Mitchell County Hospital Authority, the Mitchell County Zoning Board and Westwood Schools. Mr. Johnson served as a Director from our inception through February 2010.

Michael W. Harrell, Director. Michael W. Harrell is President, CEO and majority shareholder of Southwest Georgia Oil Company, Inc. of Bainbridge, Georgia. He is on the board of trustees for Bainbridge College, the Library Foundation, past President of the Bainbridge-Decatur YMCA, past Director of the Bainbridge Housing Authority, and a member of the Bainbridge Rotary Club. Mr. Harrell served as a Director from September 2005 through February 2010.

Business Experience of Significant Employee

Lawrence Kamp, Chief Financial Officer. Lawrence Kamp was hired as our CFO in March 2007. Prior to that, Mr. Kamp had been employed as the CFO of Agri Ethanol located in Raleigh, North Carolina and prior to his employment with Agri Ethanol, Mr. Kamp was Controller at ConAgra’s Raleigh, North Carolina location. From 2000 to 2005 Mr. Kamp was the Director of Finance at Coca-Cola Bottling plant in Lehigh Valley, Pennsylvania.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s officers and Directors, and persons who own more than ten percent (10%) of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the “SEC”). Officers, Directors and greater than ten percent (10%) beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations from our officers and Directors, all Section 16(a) filing requirements were complied with during the fiscal year ended September 30, 2010.

Code of Ethics

On November 28, 2006, our board of directors adopted a code of ethics for the Chief Executive and Chief Financial Officers of First United Ethanol, LLC. The code is designed to promote honesty and integrity and to avoid conflicts of interest between personal and professional relationships in conducting our business affairs. A copy of our code of ethics was filed as Exhibit 14.1 to our Form 10-KSB filed with the SEC on December 22, 2006 and any interested Member may obtain a copy without charge by contacting our Director of Communications, Alicia Shirah, at (229) 522-2822 or Alicia@firstunitedethanol.com.

Audit Committee

The purpose of the audit committee is to monitor the integrity of the Company’s financial reporting process and systems of internal controls. The audit committee appoints and monitors the independence and qualifications of the Company’s independent auditors, monitors the performance of the Company’s internal audit function, provides an avenue of communication among the independent auditors, management, and the Company’s board of directors, and prepares an audit committee report to be included in the Company’s annual proxy statement. The audit committee of the board of directors operates under a charter adopted by the board of directors in November 2006, which is included in an appendix to the 2009 Proxy Statement. Under the charter, the audit committee must have at least three Members. The board of directors appointed Miley Adams, Robert L. Holden, Sr. and Kenneth J. Hunnicutt to the audit committee. The chairperson of the audit committee is Mr. Hunnicutt.

The audit committee is exempt from the independence listing standards because the Company’s securities are not listed on a national securities exchange or listed in an automated inter-dealer quotation system of a national securities association or to issuers of such securities. Nevertheless, a majority of our audit committee is independent within the definition of independence provided by NASDAQ rules 4200 and 4350, including the chairman of the committee, Mr. Hunnicutt. The board of directors has determined that Mr. Holden will serve as the audit committee’s financial expert as defined in Item 407 of Regulation S-K. The audit committee held six (6) meetings during the fiscal year ended September 30, 2010. All of our audit committee Members attended each of the audit committee meetings.

Audit Committee Report

The audit committee delivered the following report to the board of directors of the Company on January 12, 2011. The following report of the audit committee shall not be deemed to be incorporated by reference in any previous or future documents filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates the report by reference in any such document.

The audit committee reviews the Company’s financial reporting process on behalf of the board of directors. Management has the primary responsibility for the financial statements and the reporting process. The Company’s independent registered public accountants are responsible for expressing an opinion on the conformity of the audited financial statements to generally accepted accounting principles. The committee reviewed and discussed with management the Company’s audited financial statements as of and for the fiscal year ended September 30, 2010. The committee has discussed with McGladrey and Pullen, LLP, its independent auditors, the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The committee has received the written disclosures and the letter from McGladrey & Pullen, LLP required by Independence Standards Board Standard No. 1, as adopted by the Public Company Accounting Oversight Board in Rule 3600T, and has discussed with the independent accountant the independent accountant’s independence. The committee has considered whether the provision of services by McGladrey & Pullen, LLP not related to the audit of the financial statements referred to above are compatible with maintaining McGladrey & Pullen, LLP’s independence.

Based on the reviews and discussions referred to above, the audit committee recommended to the board of directors that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010.

		Audit Committee
		Kenneth J. Hunnicutt, Chair
		Miley Adams
		Robert L. Holden, Sr.

Nominating Committee

The nominating committee of the board of directors operates under a charter adopted by the board of directors on December 10, 2008, which is included in an appendix to the 2009 Proxy Statement. Under the charter, the nominating committee must have at least three Members. The board of directors appointed Steve Collins, Miley Adams, Robert Holden and Thomas Dollar, II to the nominating committee. The chairperson of the nominating committee is Thomas Dollar, II. The nominating committee held two (2) meetings during the fiscal year ended September 30, 2010. All of our nominating committee members attended both of the nominating committee meetings.

Based upon the size of the Company and the board’s familiarity with the Company since inception, the board also has determined that each of the directors is qualified to suggest nominees for consideration to the nominating committee. The nominating committee oversees the identification and evaluation of individuals qualified to become directors and recommends to the board of directors the director nominees for each annual meeting of the Members. The major responsibilities of the nominating committee are to:

•

Identify, recruit and evaluate candidates for directors positions;

•

Make recommendations to the board concerning board composition;

•

Evaluate the participation and contribution of each director before deciding whether to recommend for re-election;

•

Fill vacancies on the board of directors; and

•

Recommend nominees to the board of directors for election or re-election.

The nominating committee is exempt from the independence listing standards because the Company’s securities are not listed on a national securities exchange or listed in an automated inter-dealer quotation system of a national securities association or to issuers of such securities. Nevertheless, two members of our four member nominating committee are independent within the definition of independence provided by NASDAQ rules 4200 and 4350.

Nominations for the election of directors may also be made by any member entitled to vote generally in the election of Directors. In accordance with the Company’s operating agreement, a member desiring to nominate one or more persons for election as a Director must submit written notice of such intent either by personal delivery or regular mail to the Secretary of the Company at least 60 days, but not more than 90 days, prior to the annual meeting. This notice must contain: (i) the name and address of record of the Member who intends to make the nomination; (ii) a representation that the Member is holder of units of the Company entitled to vote at the annual meeting and intends to appear personally or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Member; (v) such other information regarding each nominee proposed by the Member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director of the Company if so elected; and (vii) a nominating petition signed and dated by the holders of at least five percent (5%) of the Company’s outstanding units that clearly sets forth the proposed candidate as a nominee of the Director’s seat to be filled at the next election of Directors. If a presiding officer at a meeting of the Members determines that a nomination is not made in accordance with this procedure, the officer must declare that the nomination was defective and therefore must be disregarded.

ITEM 11.		EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The general philosophy of First United Ethanol, LLC is to provide competitive levels of compensation that are influenced by our performance, that reward individual achievements, and that enable us to retain qualified executives. Compensation consists primarily of annual compensation, which includes base salary intended to provide a stable annual salary at a level consistent with individual contributions.

The terms of Mr. Campbell’s and Mr. Kamp’s employment agreements were recommended by our compensation committee to the full board of directors. The board of directors then approved the employment agreements. No other executive officers play any role in determining or recommending the amount or form of Mr. Campbell’s or Mr. Kamp’s compensation.

The compensation of our other employees is principally based on the recommendations of the Chief Executive Officer and reflects his assessment of the nature of each employee’s position, individual performance, and contribution to our overall performance, experience and tenure with the Company. The compensation committee also considers various other factors, including the level of each employee’s responsibilities within the Company, our financial performance and the level of compensation increases in our industry.

We do not utilize compensation consultants in determining or recommending the amount or form of any compensation.

Compensation Committee

The board of directors has appointed Miley Adams (chairman) and Ralph Powell to the compensation committee. The compensation committee has direct responsibility with respect to the compensation of the Company’s chief executive officer and oversees the compensation of the Company’s other executive officers. The compensation committee held a total of two (2) meetings during the fiscal year ended September 30, 2010. All of our compensation committee Members attended both of the compensation committee meetings.

The compensation committee has the overall responsibility for approving and evaluating the Company’s executive compensation plans, policies and programs. The committee makes a recommendation to the full board of directors, which then makes the final decision regarding executive compensation plans, policies and programs. The compensation committee of the board of directors operates under a charter adopted by the board of directors, which is included in an appendix to the 2009 Proxy Statement. The compensation committee is exempt from the independence listing standards because the Company’s securities are not listed on a national securities exchange or listed in an automated inter-dealer quotation system of a national securities association or to issuers of such securities.

Summary Compensation Table

The following table summarizes all compensation paid or payable by the Company during the last two fiscal years to our Chief Executive Officer and our Chief Financial Officer.

										Non-Equity
Name and										Incentive Plan
Principal										Compensation				All Other
Position		Year				Salary				Earnings(1)				Compensation(2)				Total
Murray Campbell,		Fiscal Year 2010				$	211,296			$	0			$	3,600			$	214,896
Chief Executive Officer		Fiscal Year 2009				$	176,875			$	0			$	800			$	177,675
Lawrence Kamp		Fiscal Year 2010				$	144,762			$	0			$	0			$	144,762
Chief Financial Officer		Fiscal Year 2009				$	119,230			$	0			$	0			$	119,230

Option Plan and Option Agreements

In April 2007, our Board of Directors adopted a Membership Unit Option Plan (the “Plan”). The Plan permits the company to grant unit options and units to its employees for up to two percent (2%) of the total number of units outstanding at the close of our registered offering, or 1,532 units. We believe that the awards will better align the performance goals of its employees with those of its members. Option awards are generally granted with an exercise price of $1,000 per unit, and they generally vest over three to five years of continuous service and have ten-year contractual terms. Certain option awards may provide for accelerated vesting if there is a change in control of the Company or the employee is terminated without cause.

On December 18, 2007, we entered into Non-Qualified Membership Unit Option Agreements with our Chief Financial Officer, Lawrence Kamp. Mr. Kamp’s option agreement grants him the option to purchase 191 units, which represents ¹/4 of 1% of our outstanding units as of the close of our registered offering. This agreement was entered into in accordance with the Plan as discussed above. All of the option units are initially unvested units. They will become vested over a three-year period from 2008 through 2010. However, Mr. Kamp may exercise his options to purchase units at any time from the grant date of June 8, 2007 until 10 years thereafter, whether or not the units are vested. If the units are unvested, then the unvested units, if purchased, will be subject to a repurchase option held by the Company unless and until they become vested units. In addition, the Company has a right of first refusal in the event that Mr. Kamp desires to transfer any or all of their vested units to any person other than the Company.

On April 9, 2009, we entered into Non-Qualified Membership Unit Option Agreements with our Chief Executive Officer, Murray Campbell. Mr. Campbell’s option agreement grants him the option to purchase 383 units, which represents 1/2 of 1% of our outstanding units as of the close of our registered offering. This agreement was entered into in accordance with the Plan as discussed above. All of the option units are initially unvested units. They will become vested over a three-year period from 2009 through 2011. However, Mr. Campbell may exercise his options to purchase units at any time from the grant date of April 9, 2009 until 10 years thereafter, whether or not the units are vested. If the units are unvested, then the unvested units, if purchased, will be subject to a repurchase option held by the Company unless and until they become vested units. In addition, the Company has a right of first refusal in the event that Mr. Campbell desires to transfer any or all of their vested units to any person other than the Company.

Director Compensation

Miley Adams (chairman) and Ralph Powell sit on our board of directors’ compensation committee. The compensation committee has direct responsibility with respect to the compensation of the Company’s board of directors. All of the director compensation committee’s actions are reported to the Board of Directors and, where appropriate, submitted to the board of directors for ratification.

Our directors are compensated based on the number of board or committee meetings they attend and are reimbursed for certain out of pocket expenses. The board members receive $300 per month and the chairman receives $400 per month for attending regular board meetings and each board member receives $250 per committee meeting attended.

DIRECTOR COMPENSATION

						Annual Compensation
						Fees
						Earned				All Other
		Fiscal				or Paid in				Compensation				Total Compensation
Name		Year				Cash ($)				($)				($)
Miley Adams			2010				5,100				0				5,100
Steve Collins			2010				3,850				0				3,850
Murray Campbell (CEO) (1)			2010				3,600				211,296				214,896
Thomas H. Dollar, II			2010				11,500				0				11,500
Ralph Powell			2010				3,750				0				3,750
Tommy L. Hilliard			2010				10,100				0				10,100
Robert L. Holden, Sr.			2010				4,850				0				4,850
Kenneth J. Hunnicutt			2010				9,350				0				9,350
Mark Glass			2010				3,850				0				3,850
Donald Shirah			2010				3,850				0				3,850
John B. “Bubba” Johnson			2010				3,750				0				3,750
Michael W. Harrell			2010				3,750				0				3,750

Outstanding Equity Awards at Fiscal Year-End

The table below represents the outstanding options awarded by the Company to our Chief Executive Officer and Chief Financial Officer that have not yet vested as of September 30, 2010. The terms of our Membership Unit Option Plan are described above under the heading Option Plan and Option Agreements.

Name		Number of Unit Options That Have Not Vested(1)(2)
Murray Campbell, CEO			325	(3)
Larry Kamp, CFO			68	(4)

Option Exercises and Stock Vested

The table below represents the number of unit options awarded by the Company to our Chief Executive Officer and Chief Financial Officer during our 2010 fiscal year. The terms of our Membership Unit Option Plan are described above under the heading Option Plan and Option Agreements.

Name		Number of Unit Options Acquired on Vesting(1)(2)
Murray Campbell, CEO			58
Larry Kamp, CFO			123

Compensation Committee Interlocks and Insider Participation

No Member of the compensation committee was, during the last fiscal year, an executive officer or employee of the Company and no Member of the compensation committee is a former officer of the Company. No executive officer of the Company has: (i) served as a Member of the compensation committee (or other board committee performing equivalent functions, or in the absence of such a committee, the entire board of directors) of another entity, one of whose executive officers served on the Company’s compensation committee, (ii) served as a director of another entity, one of whose executive officers served on the Company’s compensation committee, or (iii) served as a Member of the compensation committee (or other board committee performing equivalent functions, or in the absence of such a committee, the entire board of directors) of another entity, one of whose executive officers served as a Director of the Company. However, as discussed above under Director Independence, Miley Adams is not considered independent because of his familial relationship with Murray Campbell, our Chief Executive Officer.

Compensation Committee Report

The committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and based on such review and discussions, the committee recommended to the board of directors that the Compensation Discussion and Analysis by included in the Company’s proxy statement on Schedule 14A.

		Compensation Committee
		Miley Adams, Chair
		Ralph Powell

ITEM 12.		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The table below sets forth information regarding the beneficial ownership of our membership units as of January 28, 2011, by each 5% unit holder. Other than Ethanol Capital Partners, LP and Green Capital, LLC no person or entity is currently known to the Company to be the beneficial owner of more than 5% of our outstanding units. Except as otherwise noted in the footnotes to the table, each individual has sole investment and voting power with respect to the membership units set forth opposite its name.

		Name and Address of		Amount and Nature of
Title of Class		Beneficial Owner		Beneficial Ownership				Percent of Class
Membership Units		Ethanol Capital Group, LLC 5151 E. Broadway Ste. 510 Tucson, AZ 85711		5,000 units					6.10	%
Membership Units		Green Capital, LLC 8501 E. Willow Ridge Sioux Falls, SD 57110		5,000 units					6.10	%

The table below sets forth information regarding the beneficial ownership of our directors and executive officers and by all of our directors and executive officers as a group.

		Name of		Amount and Nature				Percent of Class
Title of Class		Beneficial Owner(1)		of Beneficial Owner				at 2010 Year End
Membership Units		Miley Adams		250 units					0.30	%
Membership Units		Steve Collins		155 units					0.19	%
Membership Units		Murray Campbell (3)		763 units					0.93	%
Membership Units		Thomas H. Dollar, II (2)		1,740 units					2.12	%
Membership Units		Tommy L. Hilliard		270 units					0.33	%
Membership Units		Robert L. Holden, Sr.		270 units					0.33	%
Membership Units		Kenneth J. Hunnicutt		120 units					0.15	%
Membership Units		Lawrence Kamp, CFO(3)		191 units					0.23	%
Membership Units		Donald Shirah		290 units					0.35	%
Membership Units		Mark Glass		2,000 units					2.44	%
Membership Units		Ralph Powell		550 units					0.67	%
Membership Units		John B. “Bubba” Johnson		180 units					0.22	%
Membership Units		Michael W. Harrell(4)		1,051 units					1.29	%
		Totals:		7,830 units					9.55	%

The information presented in the tables above is based on information furnished by the specified persons and entities and was determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. Briefly stated, under that rule, units are deemed to be beneficially owned by any person or group having the power to vote or direct the vote of, or the power to dispose or direct the disposition of, such units, or who has the right to acquire beneficial ownership thereof within 60 days. Beneficial ownership for the purposes of this proxy statement is not necessarily to be construed as an admission of beneficial ownership for other purposes.

ITEM 13.		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The following members of our board of directors meet the definition of independent director set forth by NASDAQ: Tommy Hilliard, Steve Collins, Thomas Dollar, II, Ralph Powell, Mark Glass, Donald Shirah, Kenneth Hunnicutt and Robert Holden, Sr.

Conflicts of Interest

Conflicts of interest exist and may arise in the future as a result of the relationships between and among our members, officers, directors and their affiliates. Although our officers and directors have fiduciary duties to us, certain of our directors also owe fiduciary duties and other obligations to entities with whom we compete or do business with. Whenever conflicts arise between us and an officer or director or an entity with which that officer or director is affiliated, the board as a whole will seek to resolve the conflict. A director will not participate when the board considers a transaction where he or she has a conflict of interest. We do not have a committee of independent directors or members or an otherwise disinterested body to consider transactions or arrangements that result from, or are burdened by conflicts of interest. Some conflict situations, including disputes that may arise between us and Fagen or ICM as a result of the construction of the ethanol plant, are expected to be resolved through binding arbitration according to construction industry rules.

Conflicts of interest could arise in the situations described below, among others:

•

We may engage in transactions with affiliates of our directors. Members will have no right to individually enforce the obligations of our directors or their affiliates in our favor.

•

Our directors’ decisions regarding various matters, including expenditures that we make for our business, reserves for accrued expenses, including officer salaries and reimbursement of director’s expenses, loan covenants, capital improvements, contingencies or a sale, merger or business combination that will effect the amount of cash available for distribution to members.

•

We may reimburse our directors for out-of-pocket expenses relating to our business. We do not have a reimbursement policy or guideline for determining what expenses will be reimbursed. We will review and reimburse all reasonable expenses that directors submit to us.

•

We have retained counsel that has assisted us in various aspects of our formation and development. We have not retained separate counsel on behalf of unit holders.

•

Fagen Inc. is involved in and/or owns interests in various ethanol construction and development projects throughout the United States. These projects will compete with our project for purchasing corn and other raw material supplies, and the sale of ethanol and distillers grains.

•

Our Third Amended and Restated Operating Agreement does not prevent our directors from being involved in activities that compete with us.

•

Our members or their affiliates may loan money to us for which we may pay interest up to a rate of prime plus 4%.

Agreements Involving Our Securities

There are no agreements relating to our units other than our Second Amended and Restated Operating Agreement, which sets forth the rights and preferences of the membership units.

Employment Agreements with Directors or Officers

FUEL entered into an Employment Agreement (“Agreement”) with Lawrence Kamp on March 6, 2007. Pursuant to the Agreement, Mr. Kamp will be the Chief Financial Officer for FUEL and shall report directly to the Chief Executive Officer.

In consideration of his services, Mr. Kamp will receive an annual base salary of $115,000 and will be eligible for an annual performance bonus of up to 20% of his annual base salary. Mr. Kamp will be entitled to fully participate in FUEL’s employee benefit plans and programs. Either Mr. Kamp or FUEL may terminate the agreement without cause upon 90 days advance notice to the other.

In connection with the future termination of the Agreement, Mr. Kamp will have the obligation not to disclose FUEL’s confidential information or trade secrets to any person or entity for a period of 12 months following termination of the Agreement. Under the Agreement, Mr. Kamp is also subject to a covenant not to compete with FUEL within a 200 mile radius of FUEL’s facilities in Mitchell County, Georgia.

On April 9, 2009, FUEL also entered into an amended Employment Agreement (“Employment Agreement”) with Murray Campbell for his services as its Chief Executive Officer. Under the amended Employment Agreement, Mr. Campbell’s annual base salary is $180,250 and he is eligible for an annual performance bonus of up to 20% of his annual base salary. Mr. Campbell will be entitled to participate fully in FUEL’s employee benefit plans and programs. Either Mr. Campbell or FUEL may terminate the agreement without cause upon 90 days advance notice to the other.

Director Independence

Our independent directors are Tommy Hilliard, Steve Collins, Thomas Dollar, II, Ralph Powell, Mark Glass, Donald Shirah, Kenneth Hunnicutt, Robert Holden, Sr, John B. “Bubba” Johnson, and Michael Harrell. Our directors that are not independent are Murray Campbell and Miley Adams. The determination of independence is made by reference to NASDAQ rule 4200. Murray Campbell is not considered independent because of his role as an executive officer of the Company. Miley Adams is not considered independent because of his familial relationship with Murray Campbell, our Chief Executive Officer. In evaluating the independence of our directors, we considered the following factors: (i) the business relationships of our directors; (ii) positions our directors hold with other companies; (iii) family relationships between our directors and other individuals involved with the Company; (iv) transactions between our directors and the Company; and (v) compensation arrangements between our directors and the Company.

ITEM 14.		PRINCIPAL ACCOUNTING FEES AND SERVICES

The audit committee selected McGladrey & Pullen, LLP as independent registered public accountants for the fiscal year October 1, 2010 to September 30, 2011. A representative of McGladrey & Pullen, LLP is expected to be present at the annual meeting of Members and will have an opportunity to make a statement if so desired. The representative is also expected to be available for questions from the Members.

Audit Fees

The aggregate fees billed by the principal independent registered public accountants to the Company for the fiscal year ended September 30, 2010, and the fiscal year ended September 30, 2009 are as follows:

Category		Fiscal Year				Fees
Audit Fees (1)			2010			$	145,349
			2009			$	137,250
Audit-Related Fees (2)			2010			$	3,500
			2009				0
Tax Fees (3)			2010			$	27,215
			2009			$	15,000
All Other Fees (4)			2010			$	11,210
			2009				0

Prior to engagement of the principal accountant to perform audit services for the Company, the principal accountant was pre-approved by our Audit Committee pursuant to Company policy requiring such approval.

One hundred percent of all audit, audit-related and tax services were pre-approved by our Audit Committee.

PART IV

ITEM 15.		EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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

Exhibit						Method of
No.				Description		Filing
	10.1			Fourth Amendment to Accounts Agreement between Southwest Georgia Ethanol, LLC and WestLB Ag dated June 7, 2010.			1
	10.2			Sixth Amendment to Senior Credit Agreement between Southwest Georgia Ethanol, LLC and WestLB Ag dated June 7, 2010.			1
	10.3			Grain Brokerage Agreement between Southwest Georgia Ethanol, LLC and Palmetto Grain Brokerage, LLC dated December 15, 2009.			2
	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. Section 1350			*
	32.2			Certificate pursuant to 18 U.S.C. Section 1350			*

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		FIRST UNITED ETHANOL, LLC
Date: January 27, 2011		/s/ Murray Campbell   Murray Campbell
		Chief Executive Officer and Director
Date: January 27, 2011		/s/ Lawrence Kamp   Lawrence Kamp
		Chief Financial Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: January 27, 2011		/s/ Murray Campbell   Murray Campbell
		Chief Executive Officer and Director
Date: January 27, 2011		/s/ Lawrence Kamp   Lawrence Kamp
		Chief Financial Officer
Date: January 27, 2011		/s/ Miley Adams   Miley Adams, Director
Date: January 27, 2011		/s/ Steve Collins   Steve Collins, Treasurer and Director
Date: January 27, 2011		/s/ Mark Glass   Mark Glass, Director
Date: January 27, 2011		/s/ Donald Shirah   Donald Shirah, Director
Date: January 27, 2011		/s/ Tommy Hilliard   Tommy Hilliard, Vice Chairman and Director
Date: January 27, 2011		/s/ Thomas H. Dollar, II   Thomas H. Dollar, II, Chairman and Director
Date:		Robert L. Holden, Sr., Director
Date: January 27, 2011		/s/ Kenneth Jack Hunnicutt   Kenneth Jack Hunnicutt, Director
Date: January 27, 2011		/s/ Ralph Powell   Ralph Powell, Director

EXHIBIT INDEX

Exhibit						Method of
No.				Description		Filing
	10.1			Fourth Amendment to Accounts Agreement between Southwest Georgia Ethanol, LLC and WestLB Ag dated June 7, 2010.			1
	10.2			Sixth Amendment to Senior Credit Agreement between Southwest Georgia Ethanol, LLC and WestLB Ag dated June 7, 2010.			1
	10.3			Grain Brokerage Agreement between Southwest Georgia Ethanol, LLC and Palmetto Grain Brokerage, LLC dated December 15, 2009.			2
	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. Section 1350			*
	32.2			Certificate pursuant to 18 U.S.C. Section 1350			*