UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2007;
For the quarterly period ended November 30, 2008;
OR
o	~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from TO

Golden Oval Eggs, LLC

(Exact name of registrant as specified in its charter)

Delaware		20-0422519
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

1800 Park Avenue East
Renville, MN		56284
(Address of principal executive offices)		(Zip code)

Telephone: (320) 329-8182

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

Large Accelerated Filer o		Accelerated Filer o
Non-Accelerated Filer x		Smaller Reporting Company o

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes o No x

As of January 1013, ~~2008~~2009, there were 45,~~733~~493,~~527~~131 of the Company’s Class A Units ~~and 697,350 of the Company’s Class B Units~~ issued and outstanding.

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TABLE OF CONTENTS

Golden Oval Eggs, LLC

Form 10-Q

For The Quarter Ended November 30, ~~2007~~2008

Description		Page
Part I	Financial Information
Item 1.	Consolidated Condensed Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	12
Item 4.	Controls and Procedures	12

Part II	Other Information
Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Submission of Matters to a Vote of Security Holders	13
Item 5.	Other Information	13
Item 6.	Exhibits	13

Signatures		13

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

GOLDEN OVAL EGGS, LLC

Consolidated Condensed Balance Sheets

November 30, ~~2007~~2008 and August 31, ~~2007~~2008

(In Thousands)

	November 30, 2007			August 31, 2007
	November 30, 2008			August 31, 2008
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	—1,316		$	—4,289
Accounts receivable	1914,~~678~~831			1815,~~502~~861
Inventories	1821,~~291~~901			1821,~~352~~783
Restricted cash	1,~~069~~554			~~783~~2,212
Other current assets	1,~~157~~277			1,~~047~~229
Total current assets	40,~~195~~879			3845,~~684~~374
Property, plant and equipment
Land and land improvements	11,~~650~~649			11,649
Buildings	40,~~761~~734			40,~~684~~279
Leasehold Improvements	~~896~~990			~~896~~943
Equipment	7271,~~042~~920			7172,~~906~~275
Construction in progress	851,455			~~173~~317
	125,434			125,308
	126,748			125,463
Accumulated depreciation	(5970,~~784~~253		)	(5767,~~103~~674		)
Total property, plant and equipment, net	6556,~~650~~495			6857,~~205~~789
Other assets
Investments	1,~~670~~732			1,~~670~~733
Intangible assets, net	1813,~~352~~591			1813,~~826~~962
Goodwill	22,858			22,858
Note receivable	~~135~~248			~~135~~248
Total other assets	4338,~~015~~429			4338,~~489~~801
Total assets	$	~~148~~135,~~860~~803		$	~~150~~141,~~378~~964

See accompanying notes to consolidated condensed financial statements

	November 30, 2007		August 31, 2007
	(unaudited)
Liabilities and Members’ Equity
Current liabilities
Revolving line of credit	$	12,072	$	11,884
Accounts payable	15,762		14,221
Accrued interest	3,640		2,988
Accrued compensation	1,985		1,824
Other current liabilities	2,062		2,595
Current maturities of long-term debt	9,522		9,522
Total current liabilities	45,043		43,034
Long-term debt, less current maturities	83,994		84,727
Members’ equity
Members’ equity	18,785		21,612
Non-controlling interest in consolidated entities	1,038		1,005
Total members’ equity	19,823		22,617
Total liabilities and members’ equity	$	148,860	$	150,378

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	November 30, 2008		August 31, 2008
	(unaudited)
Liabilities and Members’ Equity
Current liabilities
Revolving line of credit	$	14,667	$	16,261
Accounts payable	7,884		9,531
Accrued interest	564		500
Accrued compensation	2,286		3,005
Other current liabilities	3,145		2,720
Current maturities of long-term debt	65,450		67,526
Total current liabilities	93,996		99,543

Long-term debt, less current maturities	6,347		6,420

Members’ equity
Members’ equity	34,265		34,852
Non-controlling interest in consolidated entities	1,195		1,149
Total members’ equity	34,460		36,001
Total liabilities and members’ equity	$	135,803	$	141,964

See accompanying notes to consolidated condensed financial statements

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GOLDEN OVAL EGGS, LLC

Consolidated Condensed Statements of Operations

For the Periods Ended November 30, ~~2007~~2008 and ~~2006~~2007

(In Thousands, except per unit data)

(Unaudited)

	Three Months Ended
	November 30, 2007			November 30, 2006
	November 30, 2008			November 30, 2007
Net sales	$	5352,~~203~~397		$	4853,~~617~~203
Cost of goods sold	4948,~~118~~142			4449,~~395~~118
Gross profit	4,~~085~~255			4,~~222~~085
Operating expenses	4,~~442~~461			54,~~182~~442
Loss from operations	(~~357~~206		)	(~~960~~357		)
Other income (expense)
Interest (expense)	(21,~~729~~724		)	(2,~~722~~729		)
Non-controlling interest in income (loss) of consolidated entities	~~(23~~11		)	(6223		)
Other income	~~352~~1,305			80352
Total other expense	(~~2,400~~408		)	(2,~~704~~400		)
Net loss	$	(~~2,757~~614	)	$	(32,~~664~~757	)
Weighted average members’ units outstanding	5,431			5,420
Weighted average net (loss) per members’ unit - basic	$	(0.11	)	$	(0.51	)
Net loss per members’ unit, basic and diluted	$	(0.51	)	$	(0.68	)
Diluted net (loss) per members’ unit	$	(0.11	)	$	(0.51	)
Distributions per unit	$	—		$	—

See accompanying notes to consolidated condensed financial statements

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GOLDEN OVAL EGGS, LLC

Consolidated Condensed Statements of Cash Flows For the Periods Ended November 30, ~~2007~~2008 and ~~2006~~2007

(In Thousands)
(Unaudited)

	Three Months Ended
	November 30,			November 30,
	2007			2006
	2008			2007
Cash flows from operating activities
Net loss	$	(~~2,757~~614	)	$	(32,~~664~~757	)
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation	2,~~681~~579			2,~~901~~681
Amortization	~~474~~371			474
Gain on sale of property, plant & equipment	—			1
Vesting of employee units	27			—
Non-controlling interest in income of consolidated entities, net of distributions	33			70
Gain on sale of property, plant & equipment	(2		)	—
Non-controlling interest in income of consolidated entities, net of distributions	46			33
Changes in operating assets and liabilities
Accounts receivable	(1,~~246~~030		)	(21,~~092~~246		)
Inventories	61(118		)	~~278~~61
Other current assets	(~~110~~48		)	(61110		)
Accounts payable	(1,~~541~~647		)	21,~~660~~541
Accruals and other current liabilities	~~280~~(230		)	~~533~~280
Net cash provided by operating activities	~~957~~1,394			~~1,100~~957
Cash flows from investing activities
Purchases of property, plant and equipment	(~~126~~1,298		)	(~~528~~126		)
Proceeds from sale of property, plant and equipment	—15			1—
Retirement of investment in other cooperatives	—1			~~112~~—
Net cash used by investing activities	(~~126~~1,282		)	(~~415~~126		)
Cash flows from financing activities
Net increase in revolving line of credit	188			1,802
Net increase (decrease) in revolving line of credit	(1,594		)	188
Payments of long-term debt	(~~733~~2,149		)	(~~2,146~~733		)
Increase in restricted cash	(286		)	(332		)
(Increase) decrease in restricted cash	658			(286		)
Net cash used by financing activities	(~~831~~3,085		)	(~~676~~831		)
Net increase (decrease) in cash and cash equivalents	—(2,973		)	9—
Cash and cash equivalents - beginning of period	—4,289			~~222~~—
Cash and cash equivalents - end of period	$	—1,316		$	~~231~~—
Supplementary disclosures of cash flow information
Cash paid during the period for:
Interest, net of capitalized interest of $51 and $40 during 2007 and 2006, respectively	$	2,660		$	1,942
Interest, net of capitalized interest of $84 and $51 during 2008 and 2007, respectively	$	1,724		$	2,660
Supplementary disclosures of non-cash transactions
Stock issued as officer compensation	$	—		159
Forfeiture of stock compensation of departing employee	33			—
Forfeiture of stock compensation of departing officer	—			(13		)

See accompanying notes to consolidated condensed financial statements

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GOLDEN OVAL EGGS, LLC

Notes to Consolidated Condensed Financial Statements

November 30, ~~2007~~2008 and August 31, ~~2007~~2008

(In Thousands Except Unit Data)

1. Organization Golden Oval Eggs, LLC (the “Company”) was organized as a Delaware limited liability company to effect the reorganization of Midwest Investors of Renville, Inc. (the “Cooperative”) effective August 31, 2004. The Cooperative was incorporated as a cooperative under the laws of the state of Minnesota in March 1994. The Company operates as the Cooperative’s successor and its operations are a continuance of the operations of the Cooperative. The accompanying consolidated condensed financial statements for all periods presented are those of the Company.

2. Basis of Presentation The accompanying consolidated condensed ~~balance~~ balance sheet as of August 31, ~~2007~~2008, which has been derived from audited consolidated financial statements, and the unaudited interim consolidated condensed financial statements at November 30, ~~2007~~2008 and for the three-month periods ended November 30, ~~2007~~2008 and ~~2006~~2007 of the Company have been prepared in accordance with generally accepted accounting principles for interim financial reporting and Securities and Exchange Commission rules and regulations. Certain information normally included in financial statements and related footnotes prepared in accordance with generally accepted accounting principles has been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The consolidated condensed financial statements reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods presented. These consolidated condensed financial statements should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 31, ~~2007~~2008. The results of operations for the period ~~ended~~ ended November 30, ~~2007~~2008 are not necessarily indicative of results to be ~~expected~~ expected for any other interim period or for the entire year. There is a warrant outstanding which, if exercised, would result in the issuance of 880,492 Class A units. These additional units have not been taken into consideration when calculating the loss per members’ unit-diluted on the Consolidated Condensed Statement of Operations.

3. Inventories Pullet and layer hen inventories are stated at the cost of production, which includes the costs of the chicks, feed, overhead and labor. Layer hen flock costs are capitalized at the point at which the pullet goes into production and are amortized over the productive lives of the flocks, generally 18 to 24 months. Feed, supplies and liquid egg inventories are stated at the lower of cost (first-in, first-out) or market. Inventories consisted of the following:

	November 30, 2007		August 31, 2007
	November 30, 2008		August 31, 2008
	(unaudited)
Hens and pullets	$	1015,~~586~~143	$	1014,~~766~~024
Eggs and egg products	54,~~054~~177		43,~~046~~987
Feed, supplies and other	2,~~651~~581		3,~~540~~772
Total inventories	$	1821,~~291~~901	$	1821,~~352~~783

~~4. Financing~~Table ~~Agreements Golden Oval Eggs, LLC, Midwest Investors~~ of Iowa 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 December 13, 2007, the maturity date of $2,500 of a short term revolving note was extended from December 14, 2007 to March 1, 2008 and the commencement date of certain financial covenants was also extended to March 1, 2008. 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 generate monthly EBITDA of at least $850 for the term of the Credit Agreement. The Company was in compliance with all covenants under the Credit Agreement for each month in the quarter ended November 30, 2007 and as of November 30, 2007.Contents

On4. ~~December~~Financing Agreements Golden Oval Eggs, LLC, Midwest Investors of Iowa and GOECA, LP are parties to a Credit Agreement that was originally entered into on September 13, ~~2007~~2004, and subsequently amended. With the ~~Company~~last ~~received~~amendment effective August 29, 2008, the maturity date of $2,500 of a ~~commitment~~short term revolving note was extended from aJuly 31, 2008 ~~new~~to ~~lender~~March 1, 2009 and the commencement date of certain financial covenants was also extended to March 1, 2009. We have historically ~~refinance~~financed ~~all~~our ~~debt~~working ~~outstanding~~capital ~~under~~needs through the Credit Agreement and, to the extent of our cash flow, from operations. The ~~term~~Credit ofAgreement, as amended, requires the ~~new~~Company, ~~arrangement~~among isother ~~for~~things, ~~six~~to ~~years~~generate ~~effective~~monthly ~~with~~EBITDA of ~~the~~at ~~closing~~least $1,000 ~~which~~for isthe term of the Credit Agreement. In addition, the ~~anticipated~~amendment requires payments into an escrow account to ~~take~~fund ~~place~~improvements into wastewater ~~the~~processing ~~first~~facilities ~~half~~at ofthe ~~calendar~~Thompson, ~~2008~~Iowa location. The ~~Company believes~~amounts ~~terms~~required ofand ~~this~~made ~~agreement~~are ~~will~~$200 ~~provide~~per month for ~~more~~September, aOctober and ~~more~~November and ~~favorable~~$100 for December. The ~~repayment~~Company ~~schedule~~was ~~than~~in compliance with all covenants under the Credit Agreement for each month in the quarter ended November 30, 2008 and as of November 30, 2007. ~~The~~Included ~~lender’s~~in ~~commitment~~the amendment is a ~~subject~~requirement tothat ~~various~~any ~~terms~~funds ~~and~~from ~~conditions~~a ~~and~~sale of the ~~definitive~~Company ~~loan~~be ~~agreements~~utilized ~~will~~to repay all beindebtedness ~~subject~~on toor ~~negotiation~~before ~~and~~March ~~execution~~1, by2009. Accordingly, ~~the~~all ~~lender~~bank ~~and~~debt ~~the~~has ~~Company~~been classified as a current liability.

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~~ upon the higher of the book or market value of the Class A Units at the ~~time~~ time the bonus is awarded. For the three months ended November 30, ~~2007 and~~2008 ~~2006, a total of 0~~ and 202007,~~895~~ no Class A Units were issued to ~~management~~ ~~at a per unit value of $7~~management.~~63 for the 20,895 units in 2006.~~

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~~was ~~no forfeitures~~a ~~for~~forfeiture of 7,222 Class A Units for the three months ended November 30, ~~2007~~2008. There were ~~forfeitures~~no ~~of 2,045~~ forfeitures for the three months ended November 30, ~~2006~~2007.

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 date they are granted. For the three months ended November 30, ~~2007~~2008 and ~~2006~~2007 no units were awarded to the Board of Managers.

Below is a summary of unit activity pursuant to these compensation plans for the three months ended November 30th, 2008 and 2007.

	2007					2006
	2008					2007
	Units		Dollars			Units		Dollars
Issued to management	—		$	—		~~20,895~~—		$	~~159~~—
Issued to directors	—		—			—		—
Forfeitures	—(7	)	—(33		)	~~(2,045~~—	)	~~(13~~—		)
Total	—(7	)	$	—(33	)	~~18,850~~—		$	~~146~~—

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6. 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.

7. Capital Resources, Liquidity, and ~~Liquidity~~ Sale of Substantially All Assets. The Company is 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”). The Company has had limited access to capital under the Credit Agreement and the lenders under the Credit Agreement have modified certain financial covenants in order to allow compliance with these covenants by the Company. AsCommencing ~~part~~in March 2008 the Company had undertaken an evaluation of strategic alternatives as required under its ~~efforts~~credit toagreements. On ~~obtain~~September 12, 2008, the Company signed a ~~refinancing~~letter of ~~the~~intent to sell substantially all of its ~~Credit~~assets ~~Agreement~~to Rembrandt Enterprises, Inc. for $123.750 and the assumption of certain liabilities, with a subsequent adjustment for working capital. The Company ~~has~~intends ~~completed~~to use the ~~following~~proceeds ~~steps:~~of the sale to satisfy its obligations to lenders under its credit agreements which have a current expiration date of March 1, 2009 for the revolving portion of the loans. A definitive agreement was subsequently signed as of December 15, 2008 and is more fully described in a report on Form 8-K filed December 15, 2008.

On December 13, 2007, the Company received a commitment from a new lender to refinance all debt outstanding under the Credit Agreement. The term of the new arrangement is for six years effective with the closing, which is anticipated to take place in the first half of calendar 2008. The Company believes terms of this agreement will provide for more a more favorable repayment schedule than the Credit Agreement. The lender’s commitment is subject to various terms and conditions and the definitive loan agreements will be subject to negotiation and execution by the lender and the Company.

On December 13, 2007, the Company entered into an extension agreement with the lenders under the Credit Agreement that extends the termination date of a $2,500,000 short-term revolving note issued under our Restated and Amended Credit Agreement from December 14, 2007 to March 1, 2008. The commencement of the effective date of financial covenants under the Credit Agreement has also been delayed from December 15, 2007 to March 1, 2008.

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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. 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 periods ended November 30, ~~2007~~2008 and ~~2006~~2007. 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.

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 ~~seven~~five production 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 half 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 ~~partiers~~parties.

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~~Table ~~cost~~ of ~~production is materially affected by feed, purchased egg and liquid egg costs, which averaged approximately 63% of the Company’s total production costs in the first quarter of fiscal 2008.~~Contents

The Company’s cost of production is materially affected by feed, purchased egg and purchased liquid egg costs, which averaged approximately 69% of the Company’s direct production costs in the first quarter of fiscal 2009.

Results of Operations

Net Sales . Net sales for the first quarter of fiscal ~~2008~~2009 were $5352.24 million, ~~an increase~~a decrease of $40.68 million, or 91.45% ~~over~~less than the first quarter in the prior fiscal year. Pounds sold in the first quarter were 7865.79 million, a decrease of 2812.5 8 million, or 2616.63% less than the same period year ago. The decrease isin ~~due to a significant reduction of the Millersburg, Ohio facility egg supply (20.3 million~~ pounds) ~~which~~sold ~~resulted~~was inexperienced ~~an impairment charge~~ in ~~the fiscal year ended August 31,~~all ~~2007. Additional~~channels ~~causes of the decline are a decrease~~ in ~~pounds~~which ~~available to sell from production sourced from~~ the Company’s ~~own~~sells flocks as bird numbers were reduced to comply with increased space requirements under its animal care programs (5.4 million pounds), a decrease in sales pounds as certain low margin businesses were exited (2.5 million pounds), and a net reduction of volume in all other product ~~sales (0~~.3 ~~million pounds).~~ The average selling price per pound sold increased from $0.~~432~~673 to $0.~~673~~726, an increase of $0.~~241~~053, or 557.89%, as a result of higher selling ~~prices~~ ~~executed in an environment of sharply increased liquid egg markets~~prices, as as well as an improved product mix.

Cost of goods sold. Cost of goods sold for the first quarter of fiscal ~~2008~~2009 was $4948.1 million, an ~~increase~~a decrease of $41.70 million, or 102.60%, as compared to the first quarter of of fiscal ~~2007~~2008. The ~~increase~~decrease iswas due tolargely ~~increases of feed, purchased eggs and purchased liquid eggs of $10.4 million offset by reductions in operating costs of $2.3 million in all locations still operating, a reduction of $1.3 million due~~ to reduced ~~operating~~sales ~~levels in Millersburg, for~~ volumes which anresult ~~impairment charge was taken~~ in ~~the~~reduced ~~fourth~~purchases ~~quarter~~ of ~~fiscal~~eggs ~~2007,~~ and ~~$1.8~~liquid ~~million~~eggs, ofas ~~reduced~~well ~~impact for~~as ~~the~~other ~~results of operations from the variable interest entity, United Mills,~~raw ~~included~~materials in ~~the~~response ~~consolidated~~to ~~financial~~lower ~~statements~~requirements.

Operating expenses. Operating expenses for the first quarter of fiscal ~~2008~~2009 were $4.45 million, anearly ~~decrease~~unchanged ~~of $0.7 million, or 14.3%, as~~ compared to the first quarter of fiscal ~~2007~~2008. ~~The~~ A decline isin ~~primarily~~spending ~~attributable~~as to a ~~reduction~~result ~~in discretionary~~of ~~spending~~the inwithdrawal from retail markets and the termination ~~amount~~of the license agreement with Land O’ Lakes was offset by a charge of $0(.6) million ~~with~~resulting from the ~~balance~~complete ~~spread~~closure of the Millersburg, Ohio ~~across~~facility, ~~numerous~~which ~~accounts~~had been previously impaired when operations were significantly curtailed in response to a loss of the egg supply on favorable economic terms.

Total other expense. Total other expense for the first quarter of fiscal ~~2008~~2009 was $20.4 million, a decrease of $(02.30) million from the prior year period. Interest expense ~~was~~declined ~~unchanged at~~ $2(1.70) million~~. Other income~~ ~~increased~~with $(0.35) million due to the ~~timing~~elimination of ~~sales~~interest ofon ~~manure~~the ~~from~~Land ~~the~~O’ Lakes subordinated note ~~chicken~~eliminated ~~barns~~in February 2008, aswith lower charges due to lower interest rates on the ~~sales~~variable ~~were~~portion ~~reported~~of inthe debt accounting for the ~~second~~majority ~~quarter~~of inthe remainder. Other income increased $1.0 million due primarily to the refund ~~prior~~of collateral on the interest rate derivative exited by the Company in ~~fiscal~~the ~~year~~quarter.

Income Taxes. As a limited liability company, the Company expects to be treated as a partnership for federal income tax purposes. Therefore, the Company will pay no federal income tax and instead, the Company’s members will include their pro-rata share of the Company’s net income or loss as an item of income for the purposes of their own federal income tax returns.

Net Income. Operations for the first quarter ended November 30, ~~2007~~2008 resulted in a loss of $(20.76) million, or a loss of ($0.5111) per basic and diluted members’ unit, as compared to a loss of $(32.7) million, or $(0.6851) per basic and diluted members’ unit for the quarter ended November 30, ~~2006~~ 2007.

The Company’s financial performance in the current quarter may not be indicative of future quarters due to seasonal factors and volatility in both selling prices and cost of materials purchased, as well as industry factors in an intensely competitive industry.

Liquidity and Capital Resources

The Company’s working capital at November 30, ~~2007~~2008 was $(453.81) million ~~compared~~ compared to $(454.30) million at August 31, ~~2007~~2008. ~~The~~In both cases, amounts due under the credit agreements have been accelerated, as they are anticipated to be 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 0.94 at November 30, ~~2007~~2008 compared to 0.95 at August 31, ~~2007.~~ ~~Effective October 19~~2008, ~~2007~~also affected by the ~~Company~~debt ~~entered~~acceleration. Without ~~into~~the aacceleration, ~~second~~in ~~amendment~~both toperiods the Company’s current ratio ~~its~~would exceed 1.0.

~~amended and~~Table restated credit agreement with CoBank ACB and the Metropolitan Life Insurance Company. The second amendment provided $2.5 million in new short term debt to finance working capital needs, deferred principal payments on Tranche A and Tranche B Term Loans for October and November of 2007, and amended certain restrictive covenants contained in the prior agreement, as amended. The termination date for the new debt was December 14, 2007. On December 13, 2007, the Company executed an extension agreement that extended the termination date on the new debt to March 1, 2008, coterminous with the revolving line of credit contained in the credit agreement, as amended. The principal payments on Tranche A and Tranche B Term Loans are deferred for the months of January 2008 and February 2008. The Company is current on all interest and principal payments as required for the quarter ending November 30, 2007 and complied with its minimum monthly EBITDA requirement as of the end of the first quarter of fiscal 2008. The amended and restated credit agreement provides for a $93,000,000 line of credit, consisting of a $15.0 million revolving note that terminates on March 1, 2008 and $78.0 million in term notes with principal repayment schedules resulting in retirement beginning in 2014.Contents

~~During~~Effective ~~fiscal~~August 29, ~~year 2007 and into fiscal year~~ 2008, the Company ~~has~~entered ~~sought~~into ~~additional financing~~an amendment to ~~refinance~~its ~~the~~credit agreements ~~amended~~that ~~and~~provided ~~restated~~for ~~credit~~the ~~agreement. As~~resumption ~~described~~of ~~below,~~principal ~~the~~payments ~~Company~~on ~~has received~~its aTranche ~~commitment~~A ~~letter~~and ~~from~~Tranche aB ~~new~~Term ~~lender. However~~Loans, in the ~~Company~~aggregate ~~may~~amount ~~require~~of ~~significant~~$692,000 ~~additional capital~~per ~~resources~~month, inextended ~~order~~the totermination ~~proceed~~date ~~with~~on ~~potential~~a ~~future~~$2.5 ~~expansions~~million orshort toterm ~~otherwise respond~~note to ~~competitive pressures in the industry. In addition~~March 1, ~~the~~ ~~Company~~2009, ~~may~~extended ~~seek~~the ~~additional~~termination ~~capital~~date ~~from an offering~~ of ~~our~~the ~~equity~~revolving ~~securities or~~line byof ~~incurring~~credit ~~additional~~to ~~indebtedness~~March 1, ~~or both. Despite the commitment~~ ~~letter from a new lender~~2009, noand ~~assurance~~required ~~can~~monthly bedeposits ~~given~~into ~~that~~an ~~additional~~escrow ~~working capital~~account ~~will~~to be ~~obtained~~used ~~in an amount that is sufficient~~ for improvements to the ~~Company’s needs~~Thompson, inIowa awaste ~~timely~~water ~~manner~~processing ~~or on terms and conditions acceptable to the Company or its members~~facility. The ~~Company’s financing~~payments ~~needs~~ are ~~based~~ ~~upon~~$200,000 ~~management~~for ~~estimates as to future revenue and expense. Our business~~September 2008, ~~plan~~October 2008 and ~~our financing needs are also subject to change based upon, among other factors, market~~November 2008 and ~~industry conditions~~$100,000 ~~our~~for ~~ability to~~December ~~increase~~2008. All ~~cash flow~~payments ~~from~~were ~~operations~~made. ~~and~~The ~~our~~Company ~~ability~~is ~~to control costs and expenses. Our~~also ~~efforts~~required to ~~raise~~maintain ~~additional~~a ~~funds from~~minimum ~~the~~EBITDA ~~sale~~ of ~~equity~~$1.0 ~~may~~million befor ~~hampered by~~each ~~the~~month ~~fact~~through ~~that our securities are illiquid and are subject to~~March ~~restrictions~~1, ~~on transfer~~2009. No ~~Our~~events ~~efforts~~of todefault ~~raise~~have ~~additional funds from incurring~~been ~~additional~~declared ~~indebtedness~~in ~~may be hampered by~~ the ~~fact~~period ~~that~~ending November ~~the~~30, 2008. The Company ~~has significant~~is ~~outstanding~~current ~~indebtedness~~on ~~and~~ all ofinterest ~~the Company’s assets~~and ~~are~~principal ~~pledged~~payments, ~~to its~~including ~~lenders~~those to ~~secure~~the ~~existing~~trustee ~~debt~~for the bonds.

As previously reported, on December 1315, ~~2007~~2008, the Company ~~received~~entered ~~a commitment~~into ~~letter from~~ a ~~new lender. The~~ ~~commitment~~definitive isagreement ~~for a facility of $105 million~~ to besell ~~used~~substantially ~~to retire~~ all of ~~our existing~~its ~~indebtedness~~assets ~~under~~for ~~the~~$123.75 million ~~current~~plus ~~Credit Agreement and replace~~ the ~~Credit Agreement~~assumption ~~with~~of ~~new~~certain ~~debt~~liabilities, ~~facilities~~to onbe ~~terms~~adjusted wefor ~~believe~~working capital ~~are~~at ~~more favorable to us~~close. The ~~commitment~~transaction ~~includes numerous~~is ~~conditions,~~anticipated ~~including~~to ~~negotiation,~~close ~~execution~~within ~~and~~the ~~delivery~~first calendar quarter of ~~loan~~2009 ~~agreements satisfactory~~subject to regulatory ~~the~~approvals ~~Company~~ and ~~the~~an ~~lender~~affirmative ~~and~~vote ~~the financial performance~~ of the Company’s unit holders.

The Company’s long-term debt at November 30, ~~2007~~2008, including current maturities, was $9371.58 million compared to $9473.29 million at August 31, ~~2007~~2008. As of November 30, ~~2007~~2008, $1214.17 million has been drawn against the $1517.05 revolving line of credit, compared to $1116.93 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 ~~and the note issued to Land O’Lakes, Inc~~.

Net cash flow from operations was $1.04 million for the first quarter of fiscal ~~2008~~2009 compared to $1.10 million in the first quarter of fiscal ~~2007~~2008. Principal payments on long-term debt for the first quarter of fiscal ~~2008~~2009 were $02.71 million and additions to fixed assets were $0.1.3 million. There were no distributions to unit holders during the first quarter of fiscal ~~2008~~2009. An additional $0.3 million was added to restricted cash to provide for principal and interest payments on the 1999 and 2001 bonds due in January ~~2008~~2009 and an additional $0.6 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~~2008.

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, ~~2007~~ 2008 for a discussion of the impact of recently issued accounting pronouncements

In ~~September 2006~~ December 2007, the ~~Financial Accounting Standards Board (“~~FASB”) ~~issued~~approved the ~~FASB~~issuance ~~Statement~~of SFAS No. ~~157~~ 160, ~~Fair~~Noncontrolling ~~Value~~Interests in ~~Measurements~~Consolidated Financial Statements—an amendment of ARB No. 51 (“~~FAS~~SFAS ~~157~~160”). ~~FAS~~ ~~157 establishes~~SFAS a160 ~~single~~will ~~authoritative~~change ~~definition~~the ofaccounting ~~fair~~and ~~value~~reporting for minority interests, ~~sets~~which ~~out~~will anow be termed noncontrolling interests. ~~framework~~SFAS ~~for~~160 ~~measuring~~requires ~~fair~~noncontrolling ~~value,~~interest ~~and~~to ~~expands~~be onpresented ~~required~~as ~~disclosures~~a ~~about~~separate component ~~fair~~of ~~value~~equity ~~measurement. The~~and ~~effective~~requires ~~date~~the amount of ~~FAS~~net ~~157~~income ~~has~~attributable ~~been~~to ~~deferred~~the parent and ~~one~~to ~~year~~the ~~which~~noncontrolling ~~means~~interest to be separately identified on the ~~company~~consolidated statement of operations. SFAS 160 is effective ~~date~~for ~~will~~fiscal beyears ~~September 1,~~beginning on or ~~2009. The~~after ~~provisions~~December of15, ~~FAS~~2008. ~~157~~We ~~are~~do not ~~expected~~expect adoption of SFAS 160 to have ~~a material~~any impact on our consolidated financial ~~statements~~position, results of operations or cash flows.

In ~~February~~ December 2007, the FASB issued SFAS No. ~~159~~ 141 (revised 2007), Business Combinations (“~~Establishing~~SFAS ~~the~~141R”). ~~Fair Value~~SFAS ~~Option~~141R establishes the requirements for ~~Financial~~how ~~Assets~~an acquirer recognizes and ~~Liabilities,”~~measures tothe ~~permit~~identifiable ~~all~~assets ~~entities~~acquired, tothe liabilities ~~choose~~assumed, toany ~~elect~~noncontrolling tointerest ~~measure~~in ~~eligible~~the ~~financial~~acquiree ~~instruments~~and atthe ~~fair~~goodwill ~~value~~acquired. SFAS ~~No. 159~~141R ~~applies~~also toestablishes ~~fiscal~~disclosure ~~years~~requirements ~~beginning~~for ~~after~~business ~~November 15,~~combinations. ~~2007~~SFAS ~~with~~141R ~~early~~is ~~adoption~~effective ~~permitted~~ for anannual ~~entity~~periods ~~that~~beginning ~~has~~after ~~also~~December ~~elected~~31, to2008 ~~apply~~and ~~the~~should ~~provisions~~be ofapplied ~~SFAS~~prospectively ~~No. 157,~~for ~~“Fair~~all ~~Value~~business ~~Measurements.” An~~combinations ~~entity~~entered into isafter ~~prohibited~~the ~~from~~date ~~retrospectively~~of ~~applying~~adoption. SFAS ~~No. 159,~~141R ~~unless~~will ~~it chooses~~have ~~early~~an ~~adoption. Management~~impact ison ~~currently~~our ~~evaluating~~accounting ~~the~~for business ~~impact~~combinations ~~of SFAS~~once ~~No. 159~~adopted on ~~its~~December ~~consolidated~~15, ~~financial statements~~2008.

In ~~December 2007~~ March 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. ~~160~~ 161, ~~Noncontrolling~~Disclosures about ~~Interests~~Derivative inInstruments ~~Consolidated~~and ~~Financial~~Hedging Activities, an Amendment to FASB ~~Statements~~Statement ~~(“FAS~~No. ~~160”)~~133. FAS ~~160~~161 establishes ~~accounting~~the ~~and~~disclosure ~~reporting~~requirements ~~standards~~ for derivative ~~the4~~instruments ~~noncontrolling~~and ~~interest~~hedging inactivities ~~a subsidiary~~ and ~~for~~expands the ~~deconsolidation~~disclosure requirements of a ~~subsidiary~~statement 133. The effective date offor ~~FAS~~financial ~~160~~statements issued is for fiscal years ~~beginning~~and oninterim or periods beginning after ~~December~~ November 15, 2008 which for us begins with our 2010 fiscal year. Golden Oval is reviewing ~~FAS~~ ~~160~~ FASB to161 ~~determine~~but ~~what~~anticipates ~~impact it~~very ~~may have~~little impact to the ~~consolidated financial statements~~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 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 About 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, 2006.

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~~2008. As a result of this deficiency, the Company’s filing of this Quarterly Report on Form 10-Q was not timely. As of ~~January~~December 715, 2008, the Company has ~~secured~~entered ~~additional~~into ~~personnel~~a ~~resources~~definitive agreement to ~~begin~~sell tosubstantially ~~address~~all ~~this~~of ~~deficiency~~the inCompany’s ~~disclosure~~assets ~~controls~~to ~~and~~a ~~procedures. The~~non-reporting Company, ~~continues~~and has chosen to ~~evaluate~~ devote its limited resources to the preparation ~~other~~of ~~possible~~a ~~remedial~~proxy ~~actions~~for ~~described~~a inunit ~~Item~~holder 9Avote ofcurrently ~~the~~anticipated ~~Form 10-K~~to take asplace ~~well~~in as the ~~necessity~~second ~~for~~quarter ~~any~~ of ~~these~~fiscal ~~actions~~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 ~~except for the additional resources secured to address the deficiency in disclosure controls and procedures noted above~~.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

~~None~~Please refer to Part I, Item 3 of the Company’s Annual Report on Form 10-K for the year ended August 31, 2008 for a discussion of certain legal matters related to the Company.

Item 1A. Risk Factors

~~None~~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.

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

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.		Description

31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

31.2		Certification of the Chief Financial Officer pursuant to pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

32		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GOLDEN OVAL EGGS, LLC	~~GOLDEN OVAL EGGS, LLC~~
	By:	~~By:~~/s/ Dana Persson	~~/s/ Dana Persson~~
	President and Chief Executive Officer	~~President and Chief Executive Officer~~
	(Principal Executive Officer)	~~(Principal Executive Officer)~~
	By:	~~By:~~/s/ Thomas A. Powell	~~/s/ Thomas A. Powell~~
	Vice President and Chief Financial Officer	~~Vice President and Chief Financial Officer~~
	(Principal Financial and Accounting Officer)	~~(Principal Financial and Accounting Officer)~~
Date: January 22, 2008
Date: January 20, 2009

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