UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2009;

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2009;

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from TO

The New Midwest Company, LLC

(Exact name of registrant as specified in its charter)

Delaware	20-0422519	~~20-0422519~~
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification number)	~~(I.R.S. employer identification number)~~
209 North Main Street
P.O. Box 733
Renville, MN		56284
209 North Main Street
(Address of principal executive offices)		(Zip code)
Renville, MN	56284
(Address of principal executive offices)	(Zip code)

Telephone: (320) 329-3363

(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 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 Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x o No o

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~and~~accelerated ~~posted~~filer, onan ~~its~~accelerated ~~corporate Web site~~filer, ifa ~~any~~non-accelerated filer, ~~every~~or ~~Interactive~~a ~~Data~~smaller ~~File~~reporting ~~required~~company. ~~to be~~See ~~submitted~~definitions ~~and~~of ~~posted~~“large ~~pursuant~~accelerated tofiler,” ~~Rule 405~~“accelerated offiler,” ~~Regulation~~and ~~S-T (§ 232.405 of~~“smaller ~~this~~reporting ~~chapter)~~company” ~~during~~in ~~the~~Rule 12b-2 ~~preceding~~of ~~12 months (or for such shorter period that~~ the ~~registrant~~Exchange ~~was required to submit and post such files)~~Act. ~~Yes~~(Check ~~o No o~~one):

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, ano ~~accelerated~~Accelerated filer, ~~a non~~o Non-accelerated filer, orx aSmaller ~~smaller~~ reporting company~~. See~~ ~~definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.~~o

~~Large~~Indicate by ~~Accelerated~~check ~~Filer~~mark owhether ~~Accelerated~~the ~~Filer~~registrant ois ~~Non-Accelerated~~a ~~Filer~~shell xcompany ~~Smaller~~(as ~~Reporting~~defined ~~Company~~in Rule 12b-2 of the Exchange Act.) Yes o No x

Indicate by check mark ~~whether~~ if the registrant is anot ~~shell~~required ~~company~~to ~~(as~~file ~~defined~~reports inpursuant ~~Rule~~to Section ~~12b-2~~13 or Section 15(d) of the Exchange Act.) Yes o No x

~~Yes~~As ~~o No~~of xNovember 20, 2009, there were 6,430,499 of the Company’s Class A Units issued and outstanding.

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 April 24, 2009, there were 6,430.499 of the Company’s Class A Units issued and outstanding.

Table of Contents

TABLE OF CONTENTS

The New Midwest Company, LLC

(formerly Golden Oval Eggs, LLC)

Form 10-Q

For ~~The~~ the Quarter Ended ~~February 28~~May 31, 2009

Description			Page		~~Page~~
Part I	Financial Information	~~Financial Information~~
Item 1.	Consolidated Condensed Financial Statements	~~Consolidated Condensed Financial Statements~~	1	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	10	8
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	~~Quantitative and Qualitative Disclosures about Market Risk~~	14	14
Item 4.	Controls and Procedures	~~Controls and Procedures~~	14	14
Part II	Other Information	~~Other Information~~
Item 1.	Legal Proceedings	~~Legal Proceedings~~	15	14
Item 1A.	Risk Factors	~~Risk Factors~~	15	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	15	16
Item 3.	Defaults Upon Senior Securities	~~Defaults Upon Senior Securities~~	15	16
Item 4.	Submission of Matters to a Vote of Security Holders	~~Submission of Matters to a Vote of Security Holders~~	15	16
Item 5.	Other Information	~~Other Information~~	15	16
Item 6.	Exhibits	~~Exhibits~~	15	16
Signatures			16	17

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Condensed Financial Statements

The New Midwest Company, LLC

Consolidated Condensed Balance Sheets

~~February 28, 2009 and August 31,~~(In ~~2008~~Thousands)

(In Thousands)

	May 31,		August 31,
	2009		2008
	(unaudited)
Assets

Current assets
Cash and cash equivalents	$	1,503	$	4,289
Accounts receivable	—		15,861
Due from Rembrandt	2,841		—
Inventories	—		21,783
Restricted cash	—		2,212
Other current assets	399		1,229
Total current assets	4,743		45,374

Property, plant and equipment
Land and land improvements	—		11,649
Buildings	—		40,279
Leasehold improvements	—		943
Equipment	—		72,275
Construction in progress	—		317
	—		125,463
Accumulated depreciation	—		(67,674		)
Total property, plant and equipment, net	—		57,789

Other assets
Investments	—		1,733
Intangibles, net	—		13,962
Goodwill	—		22,858
Note receivable	—		248
Total other assets	—		38,801

Total assets	$	4,743	$	141,964

	February 28, 2009			August 31, 2008
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	735		$	4,289
Accounts receivable	11,319			15,861
Inventories	22,175			21,783
Restricted cash	975			2,212
Other current assets	1,432			1,229
Total current assets	36,636			45,374
Property, plant and equipment
Land and land improvements	11,649			11,649
Buildings	40,798			40,279
Leasehold improvements	378			943
Equipment	71,422			72,275
Construction in progress	2,353			317
	126,600			125,463
Accumulated depreciation	(71,925		)	(67,674		)
Total property, plant and equipment, net	54,675			57,789
Other assets
Investments	1,658			1,733
Intangible assets, net	13,218			13,962
Goodwill	22,858			22,858
Note receivable	480			248
Total other assets	38,214			38,801
Total assets	$	129,525		$	141,964

See accompanying notes to consolidated condensed financial statements

~~See accompanying notes to consolidated condensed financial statements~~1

1Table of Contents

Table of Contents

	May 31,		August 31,
	2009		2008
	(unaudited)
Liabilities and Owners’ Equity
Current liabilities
Revolving line of credit	$	—	$	16,261
Accounts payable	330		9,531
Accrued interest	—		500
Accrued compensation	—		3,005
Other current liabilities	785		2,720
Current maturities of long-term debt	—		67,526
Total current liabilities	1,115		99,543

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

Owners’ equity
Members’ equity	3,628		34,852
Noncontrolling interest in consolidated entities	—		1,149
Total owners’ equity	3,628		36,001

Total liabilities and owners’ equity	$	4,743	$	141,964

	February 28, 2009		August 31, 2008
	(unaudited)
Liabilities and Members’ Equity
Current liabilities
Revolving line of credit	$	16,310	$	16,261
Accounts payable	6,861		9,531
Accrued interest	438		500
Accrued compensation	1,455		3,005
Other current liabilities	1,846		2,720
Current maturities of long-term debt	63,374		67,526
Total current liabilities	90,284		99,543
Long-term debt, less current maturities	6,316		6,420
Members’ equity
Members’ equity	31,541		34,852
Non-controlling interest in consolidated entities	1,394		1,149
Total members’ equity	32,925		36,001
Total liabilities and members’ equity	$	129,525	$	141,964

See accompanying notes to consolidated condensed financial statements

~~See accompanying notes to consolidated condensed financial statements~~2

2Table of Contents

~~Table~~The ofNew Midwest ~~Contents~~Company, LLC

~~The~~Consolidated Condensed ~~New~~Statements ~~Midwest~~of ~~Company LLC~~Operations

~~Consolidated~~(In Thousands, ~~Condensed~~Except ~~Statements~~Per ~~of Operations~~Unit Data)

~~For the Periods Ended February 28, 2009 and February 29, 2008~~(Unaudited)

(In Thousands, except per unit data)

	Three Months Ended						Nine Months Ended
	May 31,			May 31,			May 31,			May 31,
	2009			2008			2009			2008

Net sales from discontinued operations (See Note 9)	$	13,770		$	56,649		106,482			$	165,187

Cost of goods sold from discontinued operations (See Note 9)	13,724			47,427			100,578			148,494

Gross profit	46			9,222			5,904			16,693

Operating expenses	6,063			4,785			13,712			18,104

Income (loss) from operations	(6,017		)	4,437			(7,808		)	(1,411		)

Other income (expense)
Interest expense	(1,668		)	(1,901		)	(4,745		)	(7,110		)
Noncontrolling interest in income (loss) of consolidated entities	30			1			(113		)	(103		)
Other income	108			214			1,682			908
Preferential payments to preferred shareholder	(6,447		)	—			(6,447		)	—
Gain on sale of business, net of transaction costs (Note 9)	5,055			—			5,055			—
Gain on forgiveness of debt	—			—			—			17,000
Total other income (expense)	(2,922		)	(1,686		)	(4,568		)	10,695

Net income (loss)	$	(8,939	)	$	2,751		$	(12,376	)	$	9,284

Weighted average members’ units outstanding	6,421			5,431			5,791			5,431

Net income (loss) per members’ units, basic	$	(1.39	)	$	0.51		$	(2.14	)	$	1.71

Net income (loss) per members’ unit, diluted	$	(1.39	)	$	0.44		$	(2.14	)	$	1.61

Distributions per members’ unit	$	3.00		$	—		$	3.00		$	—

~~(Unaudited)~~See accompanying notes to consolidated condensed financial statements

	Three Months Ended						Six Months Ended
	February 28, 2009			February 29, 2008			February 28, 2009			February 29, 2008
Net sales	$	40,315		$	55,335		$	92,712		$	108,538
Cost of goods sold	38,712			51,949			86,854			101,067
Gross profit	1,603			3,386			5,858			7,471
Operating expenses	3,188			8,877			7,649			13,319
Loss from operations	(1,585		)	(5,491		)	(1,791		)	(5,848		)
Other income (expense)
Interest expense	(1,353		)	(2,480		)	(3,077		)	(5,209		)
Non-controlling interest in income of consolidated entities	(154		)	(81		)	(143		)	(104		)
Other income	269			342			1,574			694
Forgiveness of debt	—			17,000			—			17,000
Total other income (expense)	(1,238		)	14,781			(1,646		)	12,381
Net income (loss)	$	(2,823	)	$	9,290		$	(3,437	)	$	6,533
Weighted average Members’ units outstanding	5,509			5,431			5,508			5,431
Net income (loss) per Members’ unit, basic	$	(0.51	)	$	1.71		$	(0.62	)	$	1.20
Net income (loss) per Members’ unit, diluted	$	(0.51	)	$	1.67		$	(0.62	)	$	1.17
Distributions per unit	$	—		$	—		$	—		$	—

~~See~~Table ~~accompanying~~of ~~notes to consolidated condensed financial statements~~Contents

3The New Midwest Company, LLC

~~Table~~Consolidated Condensed Statements of ~~Contents~~Cash Flows

~~The New Midwest Company LLC~~(In Thousands)

~~Consolidated Condensed Statements of Cash Flows For the Periods Ended February 28, 2009 and February 29, 2008~~(Unaudited)

(In Thousands) (Unaudited)

	Nine Months Ended
	May 31,			May 31,
	2009			2008
Cash flows from operating activities
Net income (loss)	$	(12,376	)	$	9,284
Adjustments to reconcile net income (loss) to net cash (used) provided by operating activities
Depreciation	5,916			8,013
Amortization	866			1,327
Asset impairment	1,238			3,531
Stock vested as executive compensation	139			(9		)
(Gain) loss on sale of assets	(5,055		)	2
Gain on forgiveness of debt	—			(17,000		)
Noncontrolling interest in income (loss) of consolidated entities, net of distributions	—			171
Changes in operating assets and liabilities, net of effects of adoption of FIN-46R excluding the effects from sale to Rembrandt.
Accounts receivable	5,203			2,473
Inventories	484			(2,069		)
Other current assets	(151		)	(205		)
Accounts payable	(1,852		)	(6,354		)
Accruals and other current liabilities	(3,630		)	2,483
Net cash (used) provided by operating activities	(9,218		)	1,647

Cash flows from investing activities
Purchases of property, plant and equipment	(2,393		)	(178		)
Proceeds from sale of property, plant and equipment	372			8
Proceeds from sale to Rembrandt (Note 9), net of transaction expenses	118,128			—
Transaction costs paid on sale	(2,480		)	—
Advance of note receivable	—			(162		)
Purchases of investments in other cooperatives	—			(50		)
Retirement of investments in other cooperatives	91			—
Net cash (used) provided by investing activities	113,718			(382		)

	Six Months Ended
	February 28, 2009			February 29, 2008
Cash flows from operating activities
Net income (loss)	$	(3,437	)	$	6,533
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation	5,086			5,376
Amortization	744			948
Gain on sale of property, plant & equipment	(181		)	—
Asset impairment	—			3,531
Gain on debt forgiveness	—			(17,000		)
Stock vesting (SFAS 123R)	116			26
Changes in operating assets and liabilities
Accounts receivable	4,542			(887		)
Inventories	(392		)	(1,393		)
Other current assets	(203		)	(414		)
Accounts payable	(2,670		)	1,124
Accruals and other current liabilities	(2,486		)	1,313
Minority interest	245			125
Net cash provided (used) by operating activities	1,364			(718		)
Cash flows from investing activities
Purchases of property, plant and equipment	(2,163		)	(152		)
Proceeds from sale of property, plant and equipment	372			—
Advance of note receivable	(232		)	(162		)
Retirement of investment in other cooperatives	75			37
Net cash used by investing activities	(1,948		)	(277		)
Cash flows from financing activities
Net increase in revolving line of credit	49			2,811
Payments of long-term debt	(4,256		)	(1,484		)
(Increase) decrease in restricted cash	1,237			(332		)
Net cash provided (used) by financing activities	(2,970		)	995
Net increase (decrease) in cash and cash equivalents	(3,554		)	—
Cash and cash equivalents - beginning of period	4,289			—
Cash and cash equivalents - end of period	$	735		$	—
Supplementary disclosures of cash flow information
Cash paid during the period for:
Interest, net of capitalized interest of $152 and $109 during 2009 and 2008, respectively	$	3,077		$	1,962
Supplementary disclosures of non-cash transactions
Debt forgiveness	$	—		17,000
Warrant issued for 880,492 Class A Convertible Preferred Units	—			3,242
Forefiture of stock compensation by departing employee	33
Class A units issued as payment of accrued officer bonus	202			—

See accompanying notes to consolidated condensed financial statements

~~See accompanying notes to consolidated condensed financial statements~~4

4Table of Contents

~~Table~~The ofNew Midwest ~~Contents~~Company, LLC

~~The~~Consolidated Condensed ~~New~~Statements ~~Midwest~~of ~~Company~~Cash ~~LLC~~Flows (cont.)

~~Notes to Consolidated Condensed~~(In ~~Financial Statements~~Thousands)

~~February 28, 2009 and August 31, 2008~~(Unaudited)

(In Thousands Except Unit Data)

	Nine months Ended
	May 31,			May 31,
	2009			2008
Cash flows from financing activities
Net increase (decrease) in revolving line of credit	(16,261		)	1,624
Payments of long-term debt	(73,946		)	(1,517		)
Distributions to unitholders	(19,291		)	—
Restricted cash	2,212			(666		)
Net cash used by financing activities	(107,286		)	(559		)

Net increase (decrease) in cash and cash equivalents	(2,786		)	706

Cash and cash equivalents - beginning of year	4,289			—

Cash and cash equivalents - end of year	$	1,503		$	706


Supplementary disclosures of cash flow information
Cash paid during the year for
Interest, net of capitalized interest, of $172 and $161 during 2009 and 2008, respectively	$	6,418		$	6,455


Supplementary disclosures of non-cash transactions
Debt forgiveness	$	—		$	17,000
Issuance of warrants for accrued interest	—			3,242
Members units issued to directors and officers	—			22
Forfeiture of stock compensation by departing employee	33			—
Class A units issued as payment of accrued officer bonus	202			—

1.See ~~Organization Golden~~accompanying ~~Oval~~notes ~~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.~~

On March 30, 2009, Golden Oval Eggs, LLC (the “Company”) and its affiliates GOECA, LP, GOEMCA, Inc., and Midwest Investors of Iowa, Cooperative (collectively “Seller”) completed the sale of all or substantially all of its assets used in its business of producing, processing, and distributing value added egg products (the “Asset Sale”) to Rembrandt Enterprises, Inc. (the “Purchaser”) for a purchase price of $122,987,000. The Asset Sale was conducted pursuant to the terms and conditions previously disclosed by the Company of a Purchase and Sale Agreement (the “Purchase Agreement”) dated December 15, 2008 among Seller and Purchaser. The Purchase Agreement was filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K as filed on December 23, 2008 with the Securities and Exchange Commission for the fiscal year ended August 31, 2008. The cash payment received by the Company at closing was $118,687,000 with $2,500,000 held back in connection with the Closing Working Capital Adjustment, as described in the Purchase Agreement, and an additional $1,800,000 held back in connection with certain adjustments agreed to by the parties.5

2.Table ~~Basis~~ of Presentation The accompanying consolidated condensed balance sheet as of August 31, 2008, which has been derived from audited consolidated financial statements, and the unaudited interim consolidated condensed financial statements at February 28, 2009 and for the three-month periods ended February 28, 2009 and February 29, 2008 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, 2008. The results of operations for the period ended February 28, 2009 are not necessarily indicative of results to be expected for any other interim period or for the entire year. The statements were prepared on a going concern basis and do not reflect the sale of substantially all of the assets of the company on March 30, 2009, one month after the reporting period. No provisions for any contingent liabilities, such as success fees, accelerated vesting of benefits, severance payments or other transaction costs are reflected in the reporting period. Since the sale price equaled the carrying value of the assets sold and liabilities assumed, no adjustment for fair value is reflected.Contents

31. Organization. Golden ~~Inventories Pullet~~Oval ~~and~~Eggs, ~~layer~~LLC ~~hen~~(the ~~inventories~~“Company”) ~~are~~was organized ~~stated~~as ata ~~the~~Delaware ~~cost~~limited ~~of production,~~liability ~~which~~company ~~includes~~to effect the ~~costs~~ reorganization of ~~the~~Midwest ~~chicks,~~Investors ~~feed~~of Renville, Inc. ~~overhead~~(the ~~and~~“Cooperative”) ~~labor.~~effective August 31, ~~Layer~~2004. The ~~hen~~Cooperative ~~flock~~was ~~costs~~incorporated as ~~are~~a ~~capitalized~~cooperative tounder the ~~point~~laws atof ~~which~~ the ~~pullet~~state ~~goes into~~of ~~production~~Minnesota ~~and~~in ~~are~~March 1994. The ~~amortized~~Company ~~over~~operates ~~the~~as ~~productive lives of~~ the ~~flocks,~~Cooperative’s ~~generally~~successor 18and toits 24operations ~~months.~~are ~~Feed,~~a ~~supplies~~continuance ~~and~~of ~~liquid~~the ~~egg~~operations ~~inventories~~of ~~are~~the Cooperative. The ~~stated~~accompanying atconsolidated ~~the~~condensed ~~lower~~financial ofstatements ~~cost~~for ~~(first-in,~~all ~~first-out)~~periods orpresented ~~market.~~are ~~Inventories consisted of~~those of the ~~following:~~Company.

	February 28, 2009		August 31, 2008
	(unaudited)
Hens and pullets	$	16,044	$	14,024
Eggs and egg products	3,339		3,987
Feed, supplies and other	2,792		3,772
Total inventories	$	22,175	$	21,783

On March 30, 2009, the Company closed a transaction in which it sold substantially all of its assets and ceased to operate. All of its employees were terminated and a majority were offered employment by the purchaser. All production and sales facilities were sold or otherwise transferred to the purchaser or shut down. As a part of the transaction, the Company was required to change its name. The new name of the entity is The New Midwest Company LLC. It maintains an office in Renville, Minnesota. Subsequent to the sale the Company has made certain distributions to the members. The board of managers will determine, in its discretion, when to make a subsequent proposal to the Company’s members to liquidate the Company. The board of managers currently expects to consider liquidation of the Company in late 2009. See note 9 for a description of the transaction.

52. Basis of Presentation. The accompanying consolidated condensed balance sheet as of August 31, 2008, which has been derived from audited consolidated financial statements, and the unaudited interim consolidated condensed financial statements at May 31, 2009 and for the three-month and nine month periods ended May 31, 2009 and 2008 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, 2008. The results of operations for the periods ended May 31, 2008 are not necessarily indicative of results to be expected for any other interim period or for the entire year and the board of managers expects to consider liquidation of the Company in late 2009.

~~Table~~3. Inventories. Pullet and layer hen inventories are stated at the cost of ~~Contents~~production, which includes the costs of the chicks, feed, overhead and labor. Layer hen flock costs are capitalized to 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 and egg products inventories are stated at the lower of cost (first-in, first-out) or market. Inventories consisted of the following:

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 August 29, 2008, the maturity date of $2,500 of a short term revolving note was extended from July 31, 2008 to March 1, 2009 and the commencement date of certain financial covenants was also extended to 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 generate monthly EBITDA of at least $1,000 for the term of the Credit Agreement. In addition, the amendment requires payments into an escrow account to fund improvements to wastewater processing facilities at the Thompson, Iowa location. The amounts required and made are $200 per month for September, October and November and $100 for December. The Company was in compliance with all covenants under the Credit Agreement for each month tested in the quarter ended February 28, 2009 and as of February 29, 2008. Included in the amendment is a requirement that any funds from a sale of the Company be 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 sale 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 sale.

	May 31,		August 31,
	2009		2008

Hens and pullets	$	—	$	14,024
Eggs and egg products	—		3,987
Feed, supplies and other	—		3,772

Total inventories	$	—	$	21,783

54. Financing ~~Stock~~Agreements. Golden ~~Based Compensation The~~Oval ~~Company~~Eggs, ~~has~~LLC, ~~bonus~~Midwest Investors of Iowa Cooperative and ~~compensation~~GOECA, ~~plans~~LP inare ~~place~~parties to a Credit Agreement that was ~~for~~originally ~~management~~entered into on September 13, 2004, and subsequently amended. ~~Under~~With ~~these~~the ~~agreements~~last ~~management~~amendment effective ~~may~~August 29, ~~receive~~2008, upthe tomaturity ~~50%~~ date of ~~certain~~a ~~performance~~short ~~bonuses~~term revolving note in the ~~form~~amount of ~~Class~~$2,500 was extended from July A31, ~~Units. The~~2008 to March 1, ~~Company~~2009 ~~accrues~~and ~~for~~the ~~management~~commencement ~~bonuses~~date ~~during~~of ~~the~~certain ~~year~~financial ~~based~~covenants ~~upon~~was ~~the~~also ~~estimated~~extended ~~amount~~to ~~that~~March 1, ~~will~~2009. We behave historically ~~earned~~financed byour ~~year~~working ~~end. Upon~~capital ~~approval~~needs bythrough the ~~Board~~Credit ofAgreement ~~Managers~~and, to the ~~bonuses~~extent ~~are~~of ~~paid~~our tocash ~~management~~flow, from operations. The ~~number~~Credit ofAgreement, ~~units~~as toamended, berequires ~~issued~~the isCompany, ~~based~~among ~~upon~~other ~~the~~things, ~~estimated~~to ~~value~~generate ofmonthly ~~the~~EBITDA ~~Class A~~of ~~Units~~ at ~~the~~least ~~time~~$1,000 for the ~~bonus~~term isof ~~awarded~~the Credit Agreement. ~~For~~In addition, the ~~three~~amendment ~~months~~requires ~~ended~~payments ~~February 28,~~into ~~2009, 44,876~~an ~~Class A~~escrow ~~Units~~account ~~were~~to ~~awarded~~fund improvements to ~~management~~wastewater atprocessing afacilities ~~value~~at ofthe ~~$4.50~~Thompson, ~~per~~Iowa ~~Unit~~location. ~~For~~The ~~the~~amounts ~~three~~required ~~months~~and ~~ended~~made are ~~February~~$200 per month for September, October 29and November, ~~2008,~~ noand ~~Class A~~$100 ~~Units~~for December. The ~~were~~Company ~~issued~~was toin ~~management.~~compliance with all

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 February 28, 2009 nor for the quarter ended 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.6

~~The~~Table ~~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 February 28, 2009 and February 29, 2008 no units were awarded to the Board of Managers.Contents

6covenants under the Credit Agreement for each month tested in the quarter ended February 28, 2009 and as of February 29, 2008. Included in the amendment is a requirement that any funds from a sale of the Company be utilized to repay all indebtedness on or before March 1, 2009. The requirement was extended until April 15, 2009 at which point and time the Company repaid the indebtedness in full. See Note 9.

~~Table~~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 ~~Contents~~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 estimated value of the Class A Units at the time the bonus is awarded. For the three months ended May 31, 2008 and 2009, no Class A Units were issued to management.

6.The ~~Earnings~~Class A ~~per Share~~ Units ~~Basic~~are ~~net~~nontransferable ~~income~~and ~~(loss)~~subject ~~per~~to ~~unit~~forfeiture ~~was~~ratably ~~calculated~~over bythe ~~dividing~~following ~~net~~three years. The ~~income~~employee ~~(loss) by~~must ~~the~~be ~~weighted~~employed ~~average~~on the ~~number~~anniversary date of ~~Class A~~issuance ~~common~~to ~~units~~avoid ~~outstanding~~forfeiture. In ~~during~~the event that termination of the employee occurs, the ~~period.~~Company ~~Diluted~~will ~~net~~record ~~income~~any ~~(loss)~~forfeiture ~~per~~of ~~unit was~~units ~~calculated~~as bya ~~dividing~~reduction to ~~net~~compensation ~~income~~expense ~~(loss)~~in bythe period in which the ~~weighted~~forfeiture ~~average~~occurs. There ~~number~~were ofno ~~Class A~~forfeitures ~~common~~for ~~units~~the three ~~outstanding~~months ~~during~~ended ~~the~~May 31, ~~period~~2009 ~~plus~~or for the ~~dilutive~~quarter ~~effects~~ended ofMay 31, 2008. In the ~~Warrant. Convertible~~event ~~Class A~~of ~~Preferred~~a ~~units~~change ~~representing~~of ~~146~~control,~~749~~ ~~units were~~the ~~included~~vesting inperiod accelerates. Effective with the ~~calculation~~sale ofto ~~diluted~~Rembrandt ~~net~~all ~~income~~remaining ~~per~~units ~~members’~~vested ~~unit~~resulting in approximately $304 of expense.

	February 28, 2009			February 29, 2008
Numerator
Net income (loss)	$	(3,437	)	$	6,533
Denominator
Weighted average units outstanding	5,509			5,431
Diluted weighted average units outstanding	5,509			5,578
Basic profit (loss) per share	$	(0.62	)	$	1.20
Diluted profit (loss) per share	$	(0.62	)	$	1.17

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. 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. For the three months ended May 31, 2009, no units were awarded to the Board of Managers.

76. Earnings ~~Use~~per ~~of Estimates~~ Unit. ~~The~~Basic ~~preparation~~net ofincome ~~consolidated~~(loss) ~~condensed~~per ~~financial~~unit ~~statements in~~was ~~conformity~~calculated ~~with~~by ~~accounting~~dividing ~~principles~~net ~~generally~~income ~~accepted~~(loss) inby the ~~United~~weighted-average ~~States~~ number of ~~America~~Class A common ~~requires~~units ~~management~~outstanding toduring ~~make~~the ~~estimates~~period. Diluted ~~and~~net ~~assumptions~~income ~~that~~(loss) ~~affect~~per unit was calculated by dividing net income (loss) by the ~~reported~~weighted-average ~~amounts~~number of ~~assets~~Class A ~~and~~common ~~liabilities~~units ~~and~~outstanding during the ~~disclosure~~period plus the dilutive effects of ~~contingent assets~~the ~~and~~Warrant. On ~~liabilities~~March 2, at2009, the ~~date~~holder of the Warrant ~~consolidated~~exercised ~~condensed~~its ~~financial statements~~rights ~~and~~to ~~the~~purchase ~~reported~~880,492 ~~amounts~~units of ~~revenues~~newly ~~and~~created Convertible ~~expenses~~Class A ~~during~~Preferred ~~the~~Units. ~~reporting~~Convertible ~~period.~~Class A ~~Actual~~Preferred ~~results~~units ~~could~~representing ~~differ~~340,628 ~~materially~~units ~~from~~were included ~~those~~in ~~estimates~~the calculation of diluted net income per members’ unit for three months end May 31, 2008.

8.As ~~Capital~~previously ~~Resources~~disclosed ~~and~~by ~~Liquidity~~the ~~and~~Company, ~~Sale~~on ofMay 23, ~~Substantially~~2006, ~~All~~the ~~Assets. The~~ Company ~~was a~~entered ~~party~~into to an ~~Amended~~Asset Purchase and ~~Restated~~Sale ~~Credit~~ Agreement, as(the ~~amended,~~“Purchase Agreement”) with Land O’ Lakes, Inc. ~~Metropolitan~~(“LOL”) ~~Life~~and ~~Insurance~~certain ~~Company~~other asparties. ~~lender~~On ~~and~~February 15, ~~CoBank~~2008, ~~ACB~~the asAgreement ~~lender and~~was ~~administrative~~amended ~~agent~~ (the “~~Credit~~Purchase Agreement Amendment”)~~. Commencing~~ into ~~March 2008~~ reduce the ~~Company~~purchase ~~had~~price ~~undertaken~~ under the ~~pursuit~~Purchase ofAgreement. ~~strategic~~In ~~alternatives~~connection aswith ~~required under~~the ~~its~~Purchase ~~credit~~Agreement ~~agreements. On March 30~~Amendment, ~~2009,~~ the Company ~~concluded~~ ~~the~~issued ~~transaction~~LOL toa ~~sell~~warrant ~~substantially~~(the ~~all~~“2008 ofWarrant”) ~~its assets~~ to ~~Rembrandt Enterprises, Inc.~~purchase ~~for $122~~880,~~987~~492 ~~and the assumption~~ of ~~certain liabilities,~~ ~~with~~its anewly-created ~~subsequent~~Class A ~~adjustment~~Preferred ~~for~~units. ~~working~~The ~~capital~~Board ~~and~~of ~~other~~Managers ~~matters~~of ~~as agreed by~~ the ~~parties. The~~ Company ~~used~~adopted the ~~proceeds~~Certificate of ~~the~~Designation ~~sale~~of toClass A ~~satisfy all of~~Convertible ~~its~~Preferred ~~obligations~~Units to(as ~~lenders under its credit agreements. As part of the transation~~amended, the ~~Company~~“Certificate) ~~changed~~on ~~its~~February 15, ~~name~~2008 to provide ~~“The~~for ~~New~~the ~~Midwest~~rights ~~Company~~and ~~LLC”. The~~preferences ~~transaction~~of isthe ~~more fully described on Form~~Class ~~8-K dated~~A ~~March 30,~~Preferred ~~2009~~Units.

9.On ~~Legal~~March 2, ~~Proceedings.~~ 2009, ~~Please~~the ~~refer~~members approved an amendment to ~~pages~~the Certificate (the “Certificate Amendment”) whereby if there is a purchase agreement executed by the Company for a sale of all or substantially all of the assets of the Company and the 2008 Warrant has been exercised, then the Class 61A Convertible Preferred Units shall be converted to the same number of Class A Common Units and following 62the conversion the holder shall be entitled to receive a payment of $6,447 ~~Schedule~~from ~~14A~~the ~~Definitive~~Company ~~Proxy~~(the ~~Statement~~“Conversion Payment”), with the amount to be paid ~~dated~~by the Company to the holder within 30 days after closing of the sale of all or substantially all of the Company’s assets. On March 102, 2009, ~~for~~Land aO Lakes ~~full~~exercised ~~description~~their warrant and received the payment noted above. Effective upon such a conversion of ~~legal~~the ~~matters~~Class A Convertible Preferred units to Class A Common units, the rights and preferences related to the Class A Convertible Preferred units shall cease. The preferential payment was recognized as expense by the Company during the three months ended May 31, 2009.

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	Nine months ended
	May 31,			May 31,
	2009			2008

Numerator
Net income (loss)	$	(12,376	)	$	9,284

Denominator	5,791			5,431
Weighted average units outstanding

Diluted weighted average units outstanding	5,791			5,772

Basic net income (loss) per share	$	(2.14	)	$	1.71

Diluted net income (loss) per share	$	(2.14	)	$	1.61

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. The Company was 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 $120,969 and the assumption of certain liabilities, with a subsequent adjustment to be made for working capital and other matters as agreed by the parties. The Company used the proceeds of the sale to satisfy all of its obligations to lenders under its credit agreements. The transaction is more fully described on Form 8-K dated March 30, 2009, and in Note 9 below.

9. Sale to Rembrandt

The assets sold included approximately 6 million laying hens in modern, in-line facilities, egg processing plants, and delivery trucks. As part of the acquisition, Rembrandt acquired the Company’s 68% interest in AEI, LLC “AEI” and its 33.3% interest in United Mills “United Mills”. AEI’s and United Mill’s results from operations have been included in the consolidated statement of operations through the date of the sale. Additionally, Rembrandt assumed certain trade liabilities and accrued expenses in conjunction with the sales transaction.

The following is a summary of the proceeds from the sale to Rembrandt:

Cash received from buyer	$	118,128

Cash due form buyer	2,841

Total sales price	$	120,969

The final sales price and the subsequent gain on the sale of the assets are subject to a working capital adjustment. Originally $4.25 million was held back by Rembrandt as part of the working capital adjustment. This amount has subsequently been adjusted to $2.84 million as part of the working capital adjustment. The Company and Rembrandt continue to negotiate the final working capital adjustment. Management believes the amount currently due from Rembrandt is fully collectible pursuant to the terms of the sale contract.

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As previously discussed, the Company used the proceeds from the sale of the assets to repay substantially all of its indebtedness. Additionally, distributions were made to unit holders in the amount of $3 per unit (approximately $19,291) on April 20, 2009.

Certain executives and managers of the Company were paid severance as a result of the proposed transaction and also had unit awards as a result of incentive plans that vested upon the closing of the transaction. For the three months ended May 31, 2009, the Company recognized $2,530 of expense related to severance payments and $304 of expense related to the accelerated vesting of the unit awards.

10. Legal Proceedings. Please refer to pages 61 and 62 of Schedule 14A Definitive Proxy Statement dated March 10, 2009 for a full description of legal matters.

11. Subsequent Events. Management has evaluated subsequent events through November 20, 2009. The Company made an additional distribution to its unit holders of $0.40 per unit in the amount of $2,572 on September 24, 2009.

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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~~ 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 the New Midwest Company, formerly known as 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, 2008, as well as those identified in other filings with the Securities and Exchange ~~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~~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 and nine months periods ended ~~February~~May 2831, 2009 and ~~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, 2008 ~~and Schedule 14A definitive Proxy Statement dated March 10, 2009~~.

Summary

~~Golden~~On ~~Oval~~March 30, ~~Eggs~~2009, the ~~LLC~~Company is closed a ~~Delaware~~transaction ~~limited~~in ~~liability~~which ~~company,~~it ~~primarily~~sold ~~engaged~~substantially inall ~~the~~of ~~business~~its assets and ceased to operate. All of its ~~producing,~~employees ~~processing,~~were ~~marketing~~terminated and ~~distributing~~a ~~egg~~majority ~~products.~~were ~~The~~offered ~~Company operates~~employment ~~five~~by the purchaser. All production and sales facilities inwere sold or otherwise transferred to the ~~United~~purchaser ~~States~~or shut down. ItAs ~~maintains~~a part of the transaction, the Company was required to change its ~~headquarters~~name. The new name of the entity is The New Midwest Company LLC. It maintains an office in Renville, Minnesota. Subsequent ~~and~~to athe ~~sales~~sale ~~office~~the Company has made certain distributions to the members. The board of managers will determine, in ~~Plymouth~~its discretion, when to make a subsequent proposal to the Company’s members to ~~Minnesota~~liquidate the Company. The board of managers currently expects to consider liquidation of the Company in late 2009. See note 9 for a description of the transaction.

~~The~~Prior to the sale, the Company ~~produces~~produced 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~~were sold to other food manufacturers, restaurants, supermarkets and foodservice distributors. The Company’s operating income or loss was 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 sold a portion of its products under contracts at non-market prices. Depending upon market circumstances, the prices generated by the Company’s nonmarket volume tend to be less or more than what the prevailing open market prices would generate.

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 partiers.10

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 well over half of the Company’s total production costs in the second quarter of fiscal 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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Results of Operations

Results of Operations — ~~Second~~Third Quarter Fiscal Year 2009 Compared to ~~Second~~Third Quarter Fiscal Year 2008

~~Net~~General The ~~Sales Net~~Company conducted ~~sales~~operations ~~for~~through ~~the~~March 30, ~~second quarter of fiscal~~ 2009, ~~were~~with ~~$40.3~~no ~~million,~~sales aor ~~decline~~other ofoperating ~~$15.0~~activities ~~million,~~for orthe ~~27.1%~~period ~~below~~from ~~the~~March 31 ~~second~~to ~~quarter~~May 31, in2009, the ~~prior~~end ~~fiscal year.~~of ~~Pounds~~its ~~sold~~third infiscal ~~the second~~ quarter ~~were 64~~.2 As ~~million,~~ a ~~decrease of 5.4 million~~result, orall ~~7.8~~comparison %are ~~less~~affected ~~than~~by ~~the~~comparing ~~same~~one ~~period~~month ~~year~~of ~~ago. The~~operations ~~average~~against ~~selling price~~three ~~per~~in ~~pound~~the ~~sold~~third ~~decreased~~fiscal ~~from~~quarter ~~$0.745~~of tothe ~~$0.579,~~prior afiscal ~~decrease of $0.166~~year, orresulting ~~22.3~~in skewed %comparisons. Accordingly, asmost ~~a result~~ of ~~lower~~the narrative ~~selling~~has ~~prices~~been ~~experienced~~omitted. The insale anof substantially ~~environment~~all of ~~sharply lower~~the ~~demand~~Company’s ~~and~~assets ~~priced~~is ~~liquid~~reflected ~~egg~~in ~~markets~~the current reporting period.

~~Cost~~Other Income(Expense) Interest expense declined from $(1.9) million to $(1.7) million due largely to the fact that all debt was paid in full at closing, reflecting only one month of expense ~~goods~~compared ~~sold~~to three months in the prior period. ~~Cost~~ However, ofsince ~~goods~~the ~~sold~~debt ~~for~~was repaid, the ~~second~~company expensed the remaining balance of deferred financing costs and included this in interest expense for the quarter. Preferential payments to preferred shareholder of ~~fiscal~~$(6,447) were made under the terms of the agreement modifying the subordinated note held by Land O’ Lakes and disclosed in an 8-K filing dated March 2, 2009 ~~was~~and ~~$38~~became due and payable upon the change of control or sale of substantially all of the assets of the Company.7 The ~~million,~~company recorded a ~~decrease~~gain on the assets sold and liabilities assumed of $135,055.2 Transaction ~~million~~costs of $2,175 orare included in the calculation of the gain ~~25.5%,~~and as$304 ~~compared~~of expense related to ~~the~~accelerated ~~second quarter~~vesting of ~~fiscal~~unit ~~2008~~awards that occurred with the change in control. ~~The~~Severance ~~decrease~~costs istriggered ~~primarily~~by a ~~result~~change of ~~decreases~~ control or termination under various employment contracts and agreements were expensed and recorded in Operating Costs for the quarter. These ~~cost~~costs ofwere ~~feed,~~not ~~purchased~~previously ~~eggs~~accrued as they were contingent upon a future event. The amounts paid were in accordance with amounts disclosed in the Proxy statement and ~~purchased~~approved ~~liquid~~by ~~eggs~~unit holders.

Operating expenses. Operating expenses for the second quarter of fiscal 2009 were $3.2 million, a decrease of $5.7 million, or 64.1%, as compared to the second quarter of fiscal 2008. The majority of the decline is due to asset impairment charges recorded for discontinued operations in the prior year period, as well as provisions for withdrawal from certain unprofitable markets also in the prior year period.

Total other income (expense). Total other expense for the second quarter of fiscal 2009 was $1.2 million, compared to income of $14.8 million in the prior year period. The primary reason for the decrease in total other income was the cancellation of the $17.0 million note we issued Land O’Lakes in connection with the amendment of the terms of the MoArk Acquisition in the prior year period. Interest expense decreased $1.1 million primarily due to lower interest rates and to the elimination of interest on the cancelled note.

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 (Loss). Operations for the ~~second~~third quarter ended ~~February~~May 2831, 2009 resulted in a loss of $(2.8.9) million, or a loss of $(01.5139) per basic members’ unit and $(1.39) per diluted members’ unit, as compared to income ~~a profit~~ of $92.375 million, or $10.7151 per basic ~~members’ unit~~ and $10.6744 per diluted members’ unit for the quarter ended ~~February~~May 2931, 2008.

~~The~~Distributions. During ~~Company’s financial performance in~~ the ~~current~~third quarter ~~may~~ending ~~not~~May 31, be2009 ~~indicative of future quarters due~~we tomade ~~seasonal~~distributions ~~factors and volatility in both selling prices and cost~~ of ~~materials purchased,~~$3.00 asper ~~well~~unit asholder ~~industry~~from ~~factors~~the insale ~~an intensely competitive industry~~proceeds.

9Results of Operations — Nine Months ended May 31, 2009 Compared to Nine Months ended May 31, 2008

~~Table~~General. The Company conducted operations through March 30, 2009, with no sales or other operating activities for the period from March 31 to May 31, 2009, the end of ~~Contents~~its third fiscal quarter. As a result, all comparison are affected by comparing seven month of operations against nine in the prior fiscal year, resulting in skewed comparisons. Accordingly, most of the narrative has been omitted. The sale of substantially all of the Company’s assets is reflected in the current reporting period.

~~Results~~Income Taxes. As ofa ~~Operations~~limited —liability company, the ~~Six~~Company ~~Months~~expects ~~ended~~to ~~February 28~~be treated as a partnership for federal income tax purposes. Therefore, ~~2009~~the ~~Compared~~Company towill pay ~~Six~~no ~~Months~~federal ~~ended~~income ~~February 29~~tax and instead, the Company’s members will include their ~~2008~~pro-rata share of the Company’s net income as an item of income for the purposes of their own federal income tax returns.

Net ~~Sales~~ Income (loss). Net ~~sales~~income for the ~~first~~nine ~~half~~months ofended ~~fiscal~~May 31, 2009 ~~were~~resulted ~~$92.7~~in ~~million,~~ a ~~decrease~~loss of $15(12.84) million, or 14$(2.6%14) ~~less~~per ~~than~~weighted ~~the~~average ~~sales~~units ofand ~~the~~diluted ~~first~~members’ ~~half~~unit of ~~the prior fiscal year~~$(2. ~~The~~14), ~~decrease is due~~as compared to ~~lower~~net ~~average~~income ~~selling prices per pound for liquid eggs for the first half~~ of ~~fiscal 2009 of~~ $09.~~657 versus $0.735 for the first half of fiscal year~~3 ~~2008~~million, aor ~~decrease of~~ $01.~~078,~~71 orper ~~10.6%. Pounds~~basic ~~sold~~members’ inunit ~~the~~weighted ~~first~~average ~~half~~and ~~were 130.~~$1 ~~million, a decrease of 18~~.361 per ~~million,~~diluted orunit ~~12.3%~~for ~~over~~ the same period a year ago.

Cost of Goods Sold Cost of goods sold for the first half of fiscal 2009 was $86.8 million, a decrease of $14.2 million or 14.1% of the figure for the first half of fiscal 2008. The decline was essentially in line with the sales decline, and attributed to lower volumes and lower commodity costs, in particular corn as it came off the highs of the summer of 2008.

Operating Expenses Operating expenses for the first half of fiscal 2009 were $7.6 million, a decrease of $5.7 million, or 46.2%, from the first half of fiscal 2008. The decline is primarily attributable to charges recorded in the prior year for asset impairment of $3.7 million recorded for discontinued operations at the Abbeville and California processing facilities, and a Land O’Lakes licensing agreement that was recorded on our balance sheet statements as an intangible asset, as well as provisions for exiting unprofitable markets.

Total Other Income (Expense) Total other income swung to expense of $(1.6) million from income of $12.4 million, a decrease of $14.0 million for the period. The primary reason for the decrease in other income was the cancellation of the $17.0 million note we issued to Land O’Lakes in connection with the amendment of the terms of the MoArk Acquisition in the first half of the prior period. Interest expense decreased by $2.1 million, due in approximately equal measure to lower interest rates and the elimination of interest on the cancelled note.

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 as an item of income for the purposes of their own federal income tax returns.

Net Income (Loss) Operations for the six months ended February 28, 2009 resulted in a loss of $(3.4) million, or $(0.62) per basic and diluted members’ unit , as compared to a profit of $6.5 million, or $1.20 per basic members’ unit and $1.17 per diluted members’ unit for the same period a year ago.

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Liquidity and Capital Resources

The Company’s working capital at February 28, 2009 was $(53.6) million compared to $(54.2) million at August 31, 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 0.4 at February 28, 2009 compared to 0.5 at August 31, 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 amendment to its credit agreements that provided for the resumption of principal payments on its Tranche A and Tranche 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 the revolving line 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 maintain a minimum EBITDA of $1.0 million for each month through March 1, 2009. No events of default have been declared in the period ending February 28, 2009. The Company is current on all interest and principal payments, including those to the trustee for the bonds.

As previously reported, on December 15, 2008, the Company entered into a definitive agreement to sell substantially all of its assets for $123.75 million plus the assumption of certain liabilities, to be adjusted for working capital at close. The transaction closed on March 30, 2009. The transaction is reported in more detail on Form 8-K dated March 30, 2009.

The Company’s long-term debt at February 28, 2009, including current maturities, was $69.7 million compared to $73.9 million at August 31, 2008. As of February 28, 2009, $16.3 million has been drawn against the $17.5 revolving line of credit, compared to $16.3 million as of August 31, 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. Obligations to the lenders were paid in full at closing.

Net cash flow provided from operations was $1.4 million for the first half of fiscal 2009 compared to a deficit of $(0.7) million in the first half of fiscal 2008. Principal payments on long-term debt for the first half of fiscal 2009 were $4.3 million and additions to fixed assets were $2.2 million. There were no distributions to unit holders during the first half of fiscal 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 2009 and for the next payments due in July 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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Liquidity and Capital Resources

On March 30, 2009, the Company sold substantially all of its assets in a transaction with Rembrandt. The proceeds were used to satisfy all outstanding indebtedness in full, including accrued interest, including facilities under its amended and restated credit agreements with CoBank ACB and MetLife, the series 1999 and 2001 bonds, and miscellaneous smaller borrowings related to its Thompson, Iowa facility. The Company’s working capital at May 31, 2009, was $3.6 million compared to $(54.2) million at August 31, 2008. The Company distributed $3.00 per Class A Common Unit for a total of $19.3 million. The Company’s remaining assets consist of $1.5 million of cash, prepaid insurance of $0.4 million and a receivable of $2.8 million due from the purchaser relating to post closing adjustments. Management expects the receivable will be fully collected.

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, 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, 2008.

~~Impact of~~Tangible ~~Recently Issued Accounting Pronouncements~~Assets

~~Please~~We ~~refer~~continually toevaluate the ~~Item~~carrying 7,value ~~“Management’s~~of our tangible assets for events or changes in ~~Discussion~~circumstances ~~and~~that ~~Analysis~~indicate ofthat ~~Financial~~the ~~Condition~~carrying ~~and~~value ~~Results~~may not be recoverable. As part of ~~Operations”~~this reevaluation, ~~in our~~if ~~Annual~~impairment ~~Report~~indicators ~~form~~are ~~10-K~~present, ~~for~~we estimate the ~~year~~future ~~ended~~cash flows ~~August 31,~~expected ~~2008~~to ~~for~~result afrom the use of this asset and its eventual ~~discussion~~disposal. During the third quarter of fiscal year 2009, the ~~impact~~company sold substantially all of ~~recently~~its ~~issued~~assets ~~accounting~~to ~~pronouncements~~Rembrandt Foods and has no material tangible assets.

InIntangible December 2007, the FASB approved the issuance of SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51 (“SFAS 160”). SFAS 160 will change the accounting and reporting 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 to be separately identified on the consolidated statement of operations. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. We do not expect adoption of SFAS 160 to have any impact on our consolidated financial position, results of operations or cash flows.Assets

InDuring ~~December 2007,~~ the ~~FASB~~third ~~issued~~quarter of ~~SFAS~~fiscal ~~No. 141~~year ~~(revised 2007)~~2009, ~~Business Combinations (“SFAS 141R”). SFAS 141R establishes~~ the ~~requirements~~company ~~for~~sold ~~how~~substantially anall ~~acquirer~~of ~~recognizes~~its ~~and measures the identifiable~~intangible assets ~~acquired,~~to ~~the~~Rembrandt ~~liabilities~~Foods ~~assumed, any noncontrolling interest in the acquiree~~ and ~~the~~has ~~goodwill~~no ~~acquired.~~intangible ~~SFAS~~assets ~~141R~~at ~~also establishes disclosure requirements for business combinations. SFAS 141R is effective for annual periods beginning after December~~May 31, ~~2008 and should be applied prospectively for all business combinations entered into after the date of adoption~~2009. ~~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 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~~Impact of aRecently ~~recognized~~Issued ~~intangible~~Accounting 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.Pronouncements

~~The~~Please ~~FASB~~refer ~~issued~~to ~~two~~Item ~~new statements in May 2008~~7, ~~FASB Statement No. 162, The Hierarchy of~~“Management’s ~~Generally~~Discussion ~~Accepted Accounting Principles~~ and ~~FASB~~Analysis ~~Statements~~of ~~No. 163, Accounting for~~ Financial ~~Guaranty~~Condition ~~Insurance Contract, an interpretation of FASB 60. FASB 162 identifies sources of accounting principles~~ and ~~establishes~~Results ~~a hierarchy~~ of ~~accounting~~Operations,” ~~principles to be used~~ in ~~preparation of financial~~ ~~statements~~our inAnnual ~~conformity~~Report ~~with~~form ~~GAAP~~10-K for ~~non~~the ~~governmental~~year ~~entities.~~ended ~~FASB~~August 31, ~~162~~2008 ~~is effective~~for ~~60 days following SEC approval of Public Company Accounting Oversight~~a ~~Board~~discussion ~~(PCAOB) amendments to AU section 411. The Company does not anticipate any impact with the enactment~~ of ~~FASB 162. FASB 163 clarifies~~ the ~~recognition~~impact ~~and measurement~~ of ~~claim~~recently ~~liabilities~~issued inaccounting ~~an insured financial obligation by insurance enterprises~~pronouncements. ~~FASB 163 is not applicable to the Company.~~

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements- An amendment of Accounting Research Bulletin (“ARB”).” SFAS No. 160 amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary, which is sometimes referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Among other requirements, this statement requires consolidated net income or loss to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statements of operations, of the amounts of consolidated net income or loss attributable to the parent and to the noncontrolling interest. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Accordingly, we adopted this statement effective May 31, 2009. This statement is applied prospectively as of the beginning of the fiscal year in which this statement is initially adopted, except for the presentation and disclosure requirements. The presentation and disclosure requirements are applied retrospectively for all periods presented. Accordingly, we have reclassified amounts in the financial statements for all prior periods presented.

In April 2008, the FASB posted FSP SFAS No. 142-3, “Determination of the Useful Life of Intangible Assets,” which applies to recognized intangible assets that are accounted for pursuant to SFAS No. 142, “Goodwill and Other Intangible Assets.” FSP SFAS No. 142-3 amends the factors an entity must consider when developing renewal or extension assumptions used in determining the useful life of a recognized intangible asset. It also requires entities to provide certain disclosures about its assumptions. FSP SFAS No. 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. Accordingly, we adopted this statement effective May 31, 2009. There was no material impact on the Company’s results of operations or financial condition upon adoption of the new statement.

The FASB issued two new statements in May 2008, SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” and SFAS No. 163, “Accounting for Financial Guaranty Insurance Contract, an interpretation of SFAS No. 60.” SFAS No. 162 identifies sources of accounting principles and establishes a hierarchy of accounting principles to be used in preparation of financial statements in conformity with generally accepted accounting principles for non governmental entities. SFAS No. 162 is effective 60 days following Securities and Exchange Commission (“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 SFAS No. 162. SFAS No. 163 clarifies the recognition and measurement of claim liabilities in an insured financial obligation by insurance enterprises. SFAS No. 163 is not applicable to the Company.

In April 2009, the FASB issued FSP SFAS No. 107-1 and Accounting Principles Board (“APB”) Opinion No. 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” which amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” and APB Opinion No. 28, “Interim Financial Reporting,” to require an entity to provide interim disclosures about the fair value of all financial instruments within the scope of SFAS No. 107 and to include disclosures related to the methods and significant assumptions used in estimating those instruments. This FSP is effective for interim and annual periods ending after June 15, 2009 and, accordingly, the Company adopted it during the first quarter of fiscal 2010. Adoption of this FSP had no material impact on the Company’s financial statements. See Note 7 for these disclosures.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events.” SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. This statement does not apply to subsequent events or transactions that are within the scope of other applicable generally accepted accounting principles that provide different guidance on the accounting treatment for subsequent events or transactions. SFAS No. 165 applies to both interim financial statements and annual financial statements and should not result in significant changes in the subsequent events that are reported. SFAS No. 165 introduces the concept of financial statements being available to be issued. It requires the disclosure of the date through which a Company has evaluated subsequent events and the basis for that date, whether that represents the

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~~Item~~date 3the financial statements were issued or were available to be issued. SFAS ~~Quantitative~~No. 165 ~~and~~should ~~Qualitative~~alert ~~Disclosures~~all ~~About~~users ~~Market~~of financial ~~Risk~~statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. This statement is effective for interim or annual reporting periods ending after June 15, 2009. The Company adopted this statement during the first quarter of fiscal 2010.

~~There~~In ~~have~~October 2009, ~~been~~the FASB noissued new U.S. GAAP guidance that requires an entity to allocate revenue ~~material~~arrangement ~~changes~~consideration inat the ~~market~~inception ~~risk~~of ~~reported~~an arrangement to all of its deliverables based on their relative selling prices (the relative-selling-price method). The guidance eliminates the use of the residual method of allocation, in which the ~~Company’s~~undelivered ~~Annual~~element ~~Report~~is measured onat ~~Form 10~~its estimated selling price and the delivered element is measured as the residual of the arrangement consideration, and requires the relative-Kselling-price method in all circumstances in which an entity recognizes revenue for an arrangement with multiple deliverables. The new guidance must be adopted no later than the beginning of the first fiscal year ~~ended~~beginning ~~August~~on or after June 3115, 2010, ~~2007~~with early adoption permitted through either prospective application for revenue arrangements entered into, or materially modified, after the effective date or through retrospective application to all revenue arrangements for all periods presented. The Company does not expect the adoption of this guidance to have an effect on its consolidated financial statements.

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, 2008.

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 as of the date of the sale there iswas 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, 2008. AsEffective awith ~~result of this deficiency,~~ the ~~Company’s filing of this Quarterly Report on Form 10-Q was not timely. As of December 15~~sale, ~~2008,~~ ~~the Company has entered into a definitive agreement to sell substantially~~ all ~~of the Company’s assets to a non-reporting Company, and has chosen to~~ ~~devote~~employees ~~its~~were ~~limited~~terminated ~~resources~~with toformer ~~the~~accounting ~~preparation~~department ofbeing autilized ~~proxy for a unit holder vote which took place~~ on ~~March 23, 2009.~~ ~~The~~an ~~transaction~~as ~~closed~~need ~~on March 30, 2009~~basis.

Changes in Internal Control over Financial Reporting

~~There~~Effective ~~have~~with ~~been~~the nosale, ~~changes~~all inemployees, including those with responsibility for internal control over financial reporting ~~that~~were ~~occurred~~terminated. Reporting ~~during~~after the ~~fiscal~~ ~~quarter~~date ~~covered~~is performed by ~~this~~prior ~~report~~employees ~~that~~on ~~have~~a ~~materially~~contracted basis ~~affected,~~and orsupervised ~~are reasonably~~by ~~likely~~the toChief ~~materially~~Financial ~~affect,~~Officer ~~the~~and ~~Company’s~~Chief ~~internal~~Executive ~~control over~~Officer ~~financial~~who ~~reporting~~continue in their respective roles.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

~~Please refer~~Environmental ~~to pages 61 and 62 of Schedule 14A Definitive Proxy Statement dated March 10, 2009 under the heading “Legal~~ Proceedings~~” for an update.~~

14Beginning in 2001, the Iowa Department of Natural Resources (IDNR) issued several Notices of Violation against GOE regarding alleged violations of the wastewater permit discharge limits for biochemical oxygen demand, total suspended solids, and ammonia nitrogen at the Thompson, Iowa facility. On March 29, 2007, the Iowa Attorney General’s office filed suit against us requesting civil penalties and injunctive relief against further permit violations. To address the violations, we decided to make certain capital infrastructure improvements to the wastewater treatment facility totaling approximately $2.5 million. The improvements were designed to ensure full compliance with the wastewater permit.

~~Table~~On July 14, 2008, a Consent Order, Judgment and Decree was filed in Iowa District Court for Winnebago County. The Order was a settlement with the Iowa Attorney General and obligated us to pay a $200,000 civil penalty to the State of ~~Contents~~Iowa for the alleged violations, and to complete the improvements to the Thompson wastewater facility. We paid the $200,000 civil penalty in July 2008 and have since completed construction of the wastewater improvements and satisfied all of our obligations under the Consent Order.

On July 8, 2009, an Acknowledgement of Satisfaction of Consent Order, Judgment and Decree was filed by the Iowa Attorney General in Iowa District Court for Winnebago County that stated that we had fully satisfied all aspects of the Consent Order.

Item 1A. Risk Factors

AsNot ~~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~~applicable. ~~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

~~Three~~On ~~matters were submitted to a vote of security holders as more fully described in Schedule 14A Definitive Proxy Statement dated~~ March 10, 2009. ~~The~~a Proxy ~~special meeting~~ was ~~held~~ ~~March 23,~~submitted ~~2009~~to ~~and~~ all ~~three~~Class A ~~matters~~Common ~~were~~unit ~~approved. The~~holders ~~matters were~~ to approve the sale of of substantially all of the ~~assets~~Company’s ~~to Rembrandt Enterprises~~assets, ~~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~~wherein the votes ~~purpose~~were ofto be tabulated. At a special ~~soliciting~~meeting ~~additional~~held ~~proxies~~on March 23, 2009 all three matters were overwhelmingly approved.

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

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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.

	THE NEW MIDWEST COMPANY LLC
	The New Midwest Company, LLC
	By:	/s/ Dana Persson
	~~President and Chief Executive Officer~~	President and Chief Executive Officer
	~~(Principal Executive Officer)~~	(Principal Executive Officer)
	By:	/s/ Thomas A. Powell
	Chief Financial Officer
		Vice President and Chief Financial
	(Principal Financial and Accounting Officer)
		Officer
Date: May 7, 2009
		(Principal Financial and Accounting
		Officer)
Date: November 24, 2009

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