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The New Midwest Company LLC

(formerly Golden Oval Eggs, LLCLLC)

Form 10-Q

May 31, 2008For The Quarter Ended February 28, 2009

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PART I.     FINANCIAL INFORMATION

Item 1. ConsolidatedCondensed Financial Statements

GOLDEN OVAL EGGS,The New Midwest Company LLC

Consolidated Condensed Balance Sheets

May 31, 2008February 28, 2009 and August 31, 20072008

(In Thousands)

(unaudited)

See accompanying notes to consolidated condensed financial statements

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See accompanying notes to consolidated condensed financial statements.statements

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GOLDEN OVAL EGGS,The New Midwest Company LLC

Consolidated Condensed Statements of Operations

For the Periods Ended May 31,February 28, 2009 and February 29, 2008 and 2007

(In Thousands, Except Per Unit Data)except per unit data)

(Unaudited)

See accompanying notes to consolidated condensed financial statements.statements

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4. Financing Agreements   Golden Oval Eggs, LLC, Midwest Investors of Iowa Cooperative and GOECA, LP are parties to a Credit Agreement that was originally entered into on September 13, 2004, and subsequently amended.  With the last amendment effective March 11,August 29, 2008, the maturity date of $2,500 of a short term revolving note and all other revolving notes was extended from March 1, 2008 to July 31, 2008 to March 1, 2009 and the commencement date of certain financial covenants was also extended to July 31, 2008.March 1, 2009.  We have historically financed our working capital needs through the Credit Agreement and, to the extent of our cash flow, from operations.  The Credit Agreement, as amended, requires the Company, among other things, to

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generate monthly EBITDA of at least $1,000 for the term of the Credit Agreement.  PrincipalIn addition, the amendment requires payments for Tranche Ainto an escrow account to fund improvements to wastewater processing facilities at the Thompson, Iowa location.  The amounts required and Tranche B loans continue to be deferred until July 31, 2008.  To the extent that monthly EBITDA exceeds $1,000, up tomade are $200 per month will be transferred into an interest bearing escrow account to provide funds for the upgrade of the Thompson, Iowa wastewater facility. As has been reported in previous filingsSeptember, October and disclosed in the Risk Factors discussion of the Company’s report on Form 10-KNovember and $100 for the fiscal year ended August 31, 2007, the Company is continuing to seek alternative sources of capital to strengthen its balance sheet.December. The Company was in compliance with all covenants under the Credit Agreement for each month tested in the quarter ended May 31, 2008February 28, 2009 and as of May 31,February 29, 2008.

On February 15, 2008,  Included in the amendment is a requirement that any funds from a sale of the Company and Land O’ Lakes executed an agreement wherebybe utilized to repay all indebtedness on or before March 1, 2009.  The requirement was extended until April 15, 2009.  Accordingly, all bank debt has been classified as a current liability.  The Company concluded the purchase pricesale of substantially all of its assets on March 30, 2009.  Please see Form 8-K dated March 30, 2009 for a fuller discussion of the Egg Products Division of MoArk was reduced by $17,000 and an equal amount of the subordinated note used to finance the acquisition was reduced.  Additionally, the Company issued a Warrant for the purchase of up to 880,492 newly authorized convertible preferred units in exchange for the forgiveness of accrued interest on the subordinated note. The 697,350 Class B units held by Land O’ Lakes were converted to Class A units per the agreement.

The subordinated note to Land O’Lakes of $17,000 was treated as debt forgiveness and was classified as income in the other income (expense) section of the Statement of Operations.  In exchange for the accrued interest of $3,242 on the $17,000 note that was forgiven, the Company issued Land O’Lakes a Warrant valued at $3,242.sale.

5. Stock Based Compensation   The Company has bonus and compensation plans in place for management.  Under these agreements management may receive up to 50% of certain performance bonuses in the form of Class A Units.  The Company accrues for management bonuses during the year based upon the estimated amount that will be earned by year end.  Upon approval by the Board of Managers, the bonuses are paid to management.  The number of units to be issued is based upon the higher of the book or marketestimated value of the Class A Units at the time the bonus is awarded.  For the three months ended May 31, 2007 and May 31,February 28, 2009, 44,876 Class A Units were awarded to management at a value of $4.50 per Unit.  For the three months ended February 29, 2008, no Class A Units were issued to management.

The Class A Units are nontransferable and subject to forfeiture ratably over the following three years.  The employee must be employed on the anniversary date of issuance to avoid forfeiture.  In the event that termination of the employee occurs, the Company will record any forfeiture of units as a reduction to compensation expense in the period in which the forfeiture occurs.  There were no forfeitures for the three months ended May 31, 2008February 28, 2009 nor for the quarter ended May 31, 2007.February 29, 2008.  In the event of a change of control, the vesting period accelerates.  Please see Schedule 14A, the Definitive Proxy Statement, pages 35 and 36, for a more complete discussion.  In the event of a change of control, the vesting of the units granted is accelerated. No compensation expense for recognition of the accelerated vesting has been included in the presentation.

The members of the Board of Managers are granted 2,000 Class A Units for each year served on the board following each year of service.  The Company recognizes compensation expense for these awards based upon the fair value on the lastdate they are granted.  For the three recorded trade prices priormonths ended February 28, 2009 and February 29, 2008 no units were awarded to the issuanceBoard of the members’ units. The unit value was calculated at $1.87 per unit and 11,666 units were issued on May 29, 2008 for a total expense of $21,815.Managers.

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6. Earnings per UnitShare   Basic net income (loss) per unit was calculated by dividing net income (loss) by the weighted average number of Class A common units outstanding during the period. Diluted net income (loss) per unit was calculated by dividing net income (loss) by the weighted average number of Class A common units outstanding during the period plus the dilutive effects of the Warrant. Convertible Class A Preferred units representing 340,628146,749 units were included in the calculation of diluted net income per members’ unit.

7. Use of Estimates   The preparation of consolidated condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

8. Capital Resources and Liquidity and Sale of Substantially All Assets.   The Company iswas a party to an Amended and Restated Credit Agreement, as amended, with Metropolitan Life Insurance Company as lender and CoBank, ACB as lender and administrative agent (the “Credit Agreement”).  Commencing in March 2008 the Company had undertaken the pursuit of strategic alternatives as required under its credit agreements.  On March 30, 2009, the Company concluded the transaction to sell substantially all of its assets to Rembrandt Enterprises, Inc. for $122,987 and the assumption of certain liabilities, with a subsequent adjustment for working capital and other matters as agreed by the parties.  The Company has had limited accessused the proceeds of the sale to capital under the Credit Agreement and thesatisfy all of its obligations to lenders under the Credit Agreement have modified certain financial covenants in order to allow compliance with these covenants by the Company.its credit agreements.  As part of its efforts to obtain a refinancing of the Credit Agreement,transation, the Company has completed the following steps:

Onchanged its name to “The New Midwest Company LLC”.  The transaction is more fully described on Form 8-K dated March 11, 2008, the Company entered into an extension and amendment agreement with the lenders under the Credit Agreement that extends the termination date of a $2,500 short-term revolving note issued under our Restated and Amended Credit Agreement from February 29, 2008 to July 31, 2008.  The commencement of the effective date of financial covenants under the Credit Agreement has also been delayed from March 1, 2008 to July 31, 2008.30, 2009.

9. Legal ProceedingsProceedings.   The Attorney General of Iowa has filed suit in relation to the Thompson, Iowa wastewater facility.    Please refer to Item 1. Legal Proceedings under Part II.pages 61 and 62 of this filingSchedule 14A Definitive Proxy Statement dated March 10, 2009 for a more detailedfull description of this and other legal mattersmatters.

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

Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains, in addition to historical information, forward-looking statements that are based on current expectations, beliefs, intentions or future strategies of the management of Golden Oval Eggs, LLC (“we”, “us”, “our”, or the “Company”). When used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations or elsewhere in this Quarterly Report on Form 10-Q, the words “believe,” “expect,” “anticipate,” “will,” “estimate” and similar verbs or expressions are intended to identify such forward-looking statements.  If our management’s assumptions prove incorrect or should unanticipated circumstances arise, our actual results could differ materially from those anticipated. These differences could be caused by a number of factors or combination of factors including, but not limited to, those factors described in Part I, Item 1A. “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended August 31, 2007,2008, as well as those identified in other filings with the Securities and Exchange Commission.Commission, in particular Form 14 A the Proxy in which unit holder approval was sought for the sale of substantially all of the assets of the Company.  Readers are strongly urged to consider such factors when evaluating any forward-looking statement. The Company undertakes no obligation to update any forward-looking statements to reflect future events or developments.

The following is a discussion and analysis of our financial condition and results of operations as of and for the three month and nine months periods ended May 31, 2008February 28, 2009 and 2007.February 29, 2008. This section should be read in conjunction with the condensed financial statements and related notes in Item 1 of this Quarterly Report and our Annual Report on Form 10-K for the year ended August 31, 2007.2008 and Schedule 14A definitive Proxy Statement dated March 10, 2009.

Summary

Golden Oval Eggs, LLC is a Delaware limited liability company, primarily engaged in the business of producing, processing, marketing and distributing egg products. The Company operates sevenfive production and/or distribution facilities in the United States.  It maintains its headquarters in Renville, Minnesota and a sales office in Plymouth, Minnesota.

The Company produces a wide range of egg products, from unpasteurized liquid eggs, further processed egg products for other food manufacturers, and finished goods for sale to retailers and food service customers.  Products are sold to other food manufacturers, restaurants, supermarkets and foodservice distributors.

The Company produces approximately two-thirds of its annual needs from eggs produced at layer barns at the Company’s Renville, Minnesota and Thompson, Iowa facilities.  The remainder is satisfied from purchases of eggs or liquid product under a variety of pricing arrangements with third parties.partiers.

The Company’s operating income or loss is materially affected by wholesale liquid egg prices, and pricing of further processed products which can fluctuate widely and are outside of the Company’s control. Liquid eggs are a commodity product and prices fluctuate in response to supply/demand factors. The Company also sells a portion of its products under contracts at non-market prices. Depending upon market circumstances, the prices generated by the Company’s non-market volume tend to be less or more than what the prevailing open market prices would generate.

The Company’s cost of production is materially affected by feed, purchased egg and liquid egg costs, which averaged approximately 50%well over half of the Company’s total production costs in the thirdsecond quarter of fiscal 2008.2009.

On March 30, 2009, the company sold substantially all of its assets.  The company continued to operate in the usual and ordinary course up to the close, and the purchaser continued operations without interruption.  No transaction costs or other gains or losses relating to the transaction are reflected in the results of operations for the reporting period.

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Liquidity and Capital Resources

The Company’s working capital at May 31, 2008February 28, 2009 was $2.3$(53.6) million compared to $(4.3)$(54.2) million at August 31, 2007.2008.   In both cases, amounts due under the credit agreements have been accelerated, as they were anticipated to be and subsequently were paid from the proceeds of the sale of substantially all of the Company’s assets, anticipated to close less than twelve months from the end of the prior fiscal year. In both periods, absent the acceleration, the Company’s working capital would be positive.  The Company’s current ratio was 1.060.4 at May 31, 2008February 28, 2009 compared to 0.900.5 at August 31, 2007. On March 11,2008, also affected by the debt acceleration.  Without the acceleration, in both periods the Company’s current ratio would exceed 1.0.

Effective August 29, 2008, the Company entered into an Extensionamendment to its credit agreements that provided for the resumption of principal payments on its Tranche A and Amendment Agreement with its lenders thatTranche B Term Loans, in the aggregate amount of $692,000 per month, extended the termination date on a $2.5 million short term note to March 1, 2009, extended the termination date of allthe revolving loans fromline of credit to March 1, 2009, and required monthly deposits into an escrow account to be used for improvements to the Thompson, Iowa waste water processing facility.  The payments are $200,000 for September 2008, October 2008 and November 2008 and $100,000 for December 2008.  All payments were made. The dates were extended until April 15, 2009.  The Company is also required to July 31, 2008.  Additionally,maintain a minimum EBITDA of $1.0 million for each month through March 1, 2009.  No events of default have been declared in the principal payments for the Tranche A and Tranche B term loans were deferred for the months of March, April, May, June and July of 2008 until the maturity date of the applicable loan.period ending February 28, 2009.  The Company is current on all interest and principal payments, as requiredincluding those to the trustee for the quarter ending May 31,bonds.

As previously reported, on December 15, 2008, and complied withthe Company entered into a definitive agreement to sell substantially all of its minimum monthly EBITDA requirementassets for all three months$123.75 million plus the assumption of the third quarter of fiscal 2008.certain liabilities, to be adjusted for working capital at close.  The amended and restated credit agreement provides for a $95.5 line of credit, consisting of a $15.0 million revolving note that terminatestransaction closed on March 1, 2008, a short term revolving note of $2.5 million that also terminates30, 2009.  The transaction is reported in more detail on Form 8-K dated March 1, 2008 and $78.0 million in term notes with principal repayment schedules resulting in retirement beginning in 2014.  Certain financial benchmarks and ratios contained in the credit agreements have had their effective dates extended until July 31, 2008.  In the interim period, the Company must produce a minimum EBITDA of $1.0 million per month.  To the extent that EBITDA exceeds $1.0 million in any month, up to $0.2 million is to be placed in an interest bearing escrow account to be used for the Thompson wastewater project.  The Company has agreed to explore strategic alternatives on terms, conditions and time frames mutually agreed between the Company and its lenders.

The Company may require significant additional capital resources in order to proceed with potential future expansions or to otherwise respond to competitive pressures in the industry.   In addition, the Company may seek additional capital from an offering of our equity securities or by incurring additional

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indebtedness, or both.  No assurance can be given that additional working capital will be obtained in an amount that is sufficient for the Company’s needs, in a timely manner or on terms and conditions acceptable to the Company or its members.  The Company’s financing needs are based upon management estimates as to future revenue and expense. Our business plan and our financing needs are also subject to change based upon, among other factors, market and industry conditions, our ability to increase cash flow from operations and our ability to control costs and expenses.  Our efforts to raise additional funds from the sale of equity may be hampered by the fact that our securities are illiquid and are subject to restrictions on transfer. Our efforts to raise additional funds from incurring additional indebtedness may be hampered by the fact that the Company has significant outstanding indebtedness and all of the Company’s assets are pledged to its lenders to secure existing debt.30, 2009.

The Company’s long-term debt at May 31, 2008,February 28, 2009, including current maturities, was $75.7$69.7 million compared to $94.2$73.9 million at August 31, 2007.2008. As of May 31, 2008, $13.5February 28, 2009, $16.3 million has been drawn against the $17.5 revolving line of credit, including the $2.5 million short term revolving note, compared to $11.9$16.3 million as of August 31, 2007.2008. Substantially all trade receivables and inventories collateralize the Company’s line of credit, and property, plant and equipment collateralize the Company’s long-term debt under its credit agreement.

With respect the improvements that will be required  Obligations to the Thompson, Iowa wastewater system (see Part II, Item 1 “Legal Proceedings”), the Company is currently securing bids to establish the cost of these improvements.

On February 15, 2008, the Company and Land O’ Lakes executed an agreement whereby the purchase price of the Egg Products Division of MoArk was reduced by $17.0 million and an equal amount of the subordinated note used to finance the acquisition was reduced.  Additionally, the Company issued a Warrant for the purchase of up to 880,492 newly authorized convertible preferred unitslenders were paid in exchange for the forgiveness of accrued interest on the subordinated note of $3.2 million. The 697,350 Class B units held by Land O’ Lakes were converted to Class A units per the agreement.full at closing.

Net cash flow provided from operations was $1.6$1.4 million for the first three quartershalf of fiscal 20082009 compared to $1.0a deficit of $(0.7) million in the first three quartershalf of fiscal 2007.2008. Principal payments on long-term debt for the first half of fiscal 2009 were $1.5$4.3 million and additions to fixed assets were $0.2$2.2 million.  There were no distributions to unit holders during the first two quartershalf of fiscal 2008.2009.  An additional $0.6$0.3 million was added to restricted cash to provide for the principal and interest payments on the 1999 and 2001 bonds due in January 2009 and for the next payments due in July 2008.2009 and an additional $0.1 million was deposited into the escrow account to fund improvements at the Thompson, Iowa wastewater processing facility.

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Critical Accounting Policies and Estimates

The above discussion and analysis of our results of operations and financial condition are based upon our consolidated condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, future events may change and even the best estimates and judgments may require adjustment. For a complete description of the Company’s significant accounting policies, please see Note 1 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended August 31, 2007.2008. There have been no changes to critical accounting policies identified in our Annual Report on Form 10-K for the year ended August 31, 2007.

Tangible Assets

We continually evaluate the carrying value of our tangible assets for events or changes in circumstances that indicate that the carrying value may not be recoverable. As part of this reevaluation, if impairment

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indicators are present, we estimate the future cash flows expected to result from the use of this asset and its eventual disposal. During the third quarter of fiscal year 2008, no triggering events were identified that would have resulted in the carrying value of any asset to be deemed unrecoverable. As a result, no impairment tested was initiated.

 Recorded impairment of tangible assets for the nine months ending May 31, 2008 is $.5 million.

Intangible Assets

As a result of the MoArk Acquisition that was completed June 30, 2006, we acquired intangible assets consisting of licenses to use certain brand names and trademarks, licenses of certain product technology and certain patents and patent applications.  We have recorded the excess of consideration paid over assets acquired.  Financial Accounting Standard No. 141 “Business Combinations” dictates that values be assigned to certain intangible assets.  We have accordingly made estimates of the values to be carried on our books for intangible assets acquired, including registered and unregistered trade names and trademarks, licensing agreements, and patents and patent applications.  The values of these assets are determined by forecasting future cash flows and assessing the risk of achieving the forecast.  Those intangible assets with finite lives will be amortized over a period matching the life of the underlying intellectual property, for example, the term of the license agreement or the remaining life of the patent. With the termination of the retail test market and the cancelling of Land O’Lakes licensing agreements (Form 8K filed 2/20/2008), impairment was recognized for the intangible Land O’Lakes license agreement of $3.2 million. This was recorded in the operations section of the Statement of Operations. For the third quarter ending May 31, 2008, no triggering events were identified that would have resulted in the carrying value of any intangible asset to be deemed unrecoverable. As a result, no impairment testing was initiated.

Those intangibles with indefinite lives have been recorded as goodwill, and will not be amortized over a fixed time period.  Rather, they will be tested for impairment when impairment indicators are deemed present.  As of February 29, 2008 we tested for impairment under the provisions of SFAS No. 142. The results of the impairment test indicated that the fair value of the single entity reporting unit exceeded the carrying value of the reporting unit. As a result, no provision for impairment was required for the first two quarters of fiscal 2008. No impairment testing was done in the third quarter ending May 31, 2008 due to no triggering events being present.

Impact of Recently Issued Accounting Pronouncements

Please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, in our Annual Report form 10-K for the year ended August 31, 20072008 for a discussion of the impact of recently issued accounting pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 157, Fair Value Measurements (“FAS 157”).  FAS 157 establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and expands on required disclosures about fair value measurement.  The effective date of FAS 157 has been deferred one year which means the company effective date will be September 1, 2009.  The provisions of FAS 157 are not expected to have a material impact on our consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “Establishing the Fair Value Option for Financial Assets and Liabilities,” to permit all entities to choose to elect to measure eligible financial instruments at fair value.  SFAS No. 159 applies to fiscal years beginning after November 15, 2007 with early adoption permitted for an entity that has also elected to apply the provisions of SFAS No. 157, “Fair Value Measurements.”  An entity is prohibited from retrospectively applying SFAS No. 159, unless it chooses early adoption.  Management is currently evaluating the impact of SFAS No. 159 on its consolidated financial statements.

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In December 2007, the Financial Accounting Standards Board (“FASB”) issued FASB Statementapproved the issuance of SFAS No. 160, Noncontrolling Interests in Consolidated Financial StatementsStatements—an amendmentofARB No. 51 (“FASSFAS 160”). FASSFAS 160 establisheswill change the accounting and reporting standards for minority interests, which will now be termed noncontrolling interests. SFAS 160 requires noncontrolling interest to be presented as a separate component of equity and requires the amount of net income attributable to the parent and to the noncontrolling interest in a subsidiary and forto be separately identified on the deconsolidationconsolidated statement of a subsidiary. The effective date of FASoperations. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. Golden Oval is reviewing FASWe do not expect adoption of SFAS 160 to determine whathave any impact it may have to theon our consolidated financial statements.position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R establishes the requirements for how an acquirer recognizes and measures the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes disclosure requirements for business combinations. SFAS 141R is effective for annual periods beginning after December 31, 2008 and should be applied prospectively for all business combinations entered into after the date of adoption. SFAS 141R will have an impact on our accounting for business combinations once adopted on December 15, 2008.

In March 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities, an Amendment to FASB Statement No. 133. FAS 161 establishes the disclosure requirements for derivative instruments and hedging activities and expands the disclosure requirements of statement 133. The effective date for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.2008 which for us begins with our 2010 fiscal year. Golden Oval is reviewing FASB 161 but anticipates very little impact to the Company.

In April 2008, the FASB issued FASB Staff Position No. FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets” and requires enhanced disclosures relating to: (a) the entity’s accounting policy on the treatment of costs incurred to renew or extend the term of a recognized intangible asset; (b) in the period of acquisition or renewal, the weighted-average period prior to the next renewal or extension (both explicit and implicit), by major intangible asset class and (c) for an entity that capitalizes renewal or extension costs, the total amount of costs incurred in the period to

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renew or extend the term of a recognized intangible asset for each period for which a statement of financial position is presented, by major intangible asset class. FSP 142-3 must be applied prospectively to all intangible assets acquired as of and subsequent to fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. We are currently evaluating the impact that FAS No. 142-3 will have on our financial statements.

The FASB issued two new statements in May 2008, FASB Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles and FASB Statements No. 163, Accounting for Financial Guaranty Insurance Contract, an interpretation of FASB 60. FASB 162 identifies sources of accounting principles and establishes a hierarchy of accounting principles to be used in preparation of financial statements in conformity with GAAP for non governmental entities. FASB 162 is effective 60 days following SEC approval of Public Company Accounting Oversight Board (PCAOB) amendments to AU section 411. The Company does not anticipate any impact with the enactment of FASB 162. FASB 163 clarifies the recognition and measurement of claim liabilities in an insured financial obligation by insurance enterprises. FASB 163 is not applicable to the Company.

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Item 3. Quantitative and Qualitative Disclosures aboutAbout Market Risk

There have been no material changes in the market risk reported in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2007.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer, Dana Persson, and Chief Financial Officer, Thomas A. Powell, have reviewed the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon this review, they have concluded that there is a continuing deficiency in the Company’s disclosure controls and procedures as described in Part II, Item 9A “Controls and Procedures” of the Company’s Annual Report on Form 10-K for the year ended August 31, 2007.  During2008.  As a result of this deficiency, the first quarter,Company’s filing of this Quarterly Report on Form 10-Q was not timely.  As of December 15, 2008, the Company secured additional personnelhas entered into a definitive agreement to sell substantially all of the Company’s assets to a non-reporting Company, and has chosen to devote its limited resources to assist with the consolidation and financial reporting process,preparation of a proxy for a unit holder vote which resulted in significant progress toward addressing the deficiency in our disclosure controls and procedures.took place on March 23, 2009.  The Company continues, however, to evaluate other possible remedial actions to improve our disclosure controls and procedures.transaction closed on March 30, 2009.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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We have been negotiating the termsTable of a Consent Decree with the Iowa Attorney General’s office.  We expect the terms of the Consent Decree to enjoin us from further violations, include an obligation by us to make improvements to the Thompson wastewater treatment system to prevent further permit violations on an agreed-upon timeline, and make payment of a $200,000 civil penalty.Contents

In February 2008, we received from IDNR a permit for construction of permanent improvements to the Thompson wastewater treatment system, and we are in the process of preparing for construction of the improvements, which we anticipate will be completed no later than April 30, 2009.  In addition, operational changes have been made at the wastewater facility that have achieved significant improvement in compliance with the NPDES permit requirements.

At this time, the cost associated with the permanent improvement to the wastewater treatment facility is estimated to be approximately $2.5 million. The Company is securing bids to determine final costs for the project.

On March 27, 2008, we received a subpoena from the U.S. Department of Justice, through the U.S. Attorney for the Eastern District of Pennsylvania, requesting documents for the period of January 1, 2002 through March 27, 2008 relating primarily to the pricing, marketing, and sales of our egg products. We intend to fully cooperate with the Department of Justice request. We cannot predict what, if any, impact this inquiry and any results from this inquiry could have on our current or future operations or results of operations.

Item 1A. Risk Factors

Not applicable.As of the date of this filing, there have been no material changes in the risk factors described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended August 31, 2008.  Readers are urged to consider that information when analyzing the material contained in this report.

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

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.Three matters were submitted to a vote of security holders as more fully described in Schedule 14A Definitive Proxy Statement dated March 10, 2009. The special meeting was held March 23, 2009 and all three matters were approved.  The matters were to approve the sale of substantially all of the assets to Rembrandt Enterprises, Inc., to change the name of the Company to “The New Midwest Company LLC”, and to grant certain persons the authority to adjourn the special meeting for the purpose of soliciting additional proxies.

Item 5. Other Information

None.

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Item 6. Exhibits

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