---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---

FORM 10-Q



---

(Mark One)

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

For the quarterly period ended September 30, 2007

or



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

For the transition period from  to

Commission File Number: 333-112714



---

MICHAEL
FOODS, INC.

(Exact name of registrant as specified in its charter)



---



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 13-4151741                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                             |  |           
|-------------------------------------------- |  | ----------
|301 Carlson Parkway Suite 400 Minnetonka, MN |  | 55305     
|(Address of principal executive offices)     |  | (Zip code)

(952) 258-4000

(Registrants telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)



---

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 (the Exchange Act) 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.    x  Yes ̈No

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated
filer ̈Accelerated filer ̈Non-accelerated filer  x

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

The registrants Common Stock is
not publicly traded. The Registrant had 3,000 shares of $0.01 par value common stock outstanding as of November 1, 2007.



---



---

PART IFINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

MICHAEL FOODS, INC.

(A wholly owned subsidiary of M-Foods Holdings, Inc.)

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)



|                                                                                                                        |  |                    |           |                   |   |          
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------ | --------- | ----------------- | - | ---------
|                                                                                                                        |  | September 30, 2007 |           | December 31, 2006
|                                                                                                                        |  | (Unaudited)        |           |                  
|ASSETS                                                                                                                  |  |                    |           |                   |   |          
|Current Assets                                                                                                          |  |                    |           |                   |   |          
|Cash and equivalents                                                                                                    |  | $                  | 47,212    |                   | $ | 21,576   
|Accounts receivable, less allowances                                                                                    |  |                    | 131,407   |                   |   | 105,305  
|Inventories                                                                                                             |  |                    | 113,686   |                   |   | 103,420  
|Prepaid expenses and other                                                                                              |  |                    | 9,612     |                   |   | 8,201    
|                                                                                                                        |  |                    |           |                   |   |          
|Total Current Assets                                                                                                    |  |                    | 301,917   |                   |   | 238,502  
|                                                                                                                        |  |                   
|Property, Plant and Equipment                                                                                           |  |                    |           |                   |   |          
|Land                                                                                                                    |  |                    | 4,044     |                   |   | 4,044    
|Buildings and improvements                                                                                              |  |                    | 121,277   |                   |   | 118,890  
|Machinery and equipment                                                                                                 |  |                    | 320,335   |                   |   | 301,656  
|                                                                                                                        |  |                    |           |                   |   |          
|                                                                                                                        |  |                    | 445,656   |                   |   | 424,590  
|Less accumulated depreciation                                                                                           |  |                    | 209,774   |                   |   | 165,527  
|                                                                                                                        |  |                    |           |                   |   |          
|                                                                                                                        |  |                    | 235,882   |                   |   | 259,063  
|                                                                                                                        |  |                   
|Other Assets                                                                                                            |  |                    |           |                   |   |          
|Goodwill                                                                                                                |  |                    | 518,264   |                   |   | 521,435  
|Intangible assets, net                                                                                                  |  |                    | 205,282   |                   |   | 216,680  
|Other assets                                                                                                            |  |                    | 31,091    |                   |   | 28,083   
|                                                                                                                        |  |                    |           |                   |   |          
|                                                                                                                        |  |                    | 754,637   |                   |   | 766,198  
|                                                                                                                        |  |                    |           |                   |   |          
|                                                                                                                        |  | $                  | 1,292,436 |                   | $ | 1,263,763
|                                                                                                                        |  |                    |           |                   |   |          
|                                                                                                                        |  |                   
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                    |  |                    |           |                   |   |          
|Current Liabilities                                                                                                     |  |                    |           |                   |   |          
|Current maturities of long-term debt                                                                                    |  | $                  | 3,671     |                   | $ | 837      
|Accounts payable                                                                                                        |  |                    | 77,792    |                   |   | 72,246   
|Accrued liabilities                                                                                                     |  |                    |           |                   |   |          
|Compensation                                                                                                            |  |                    | 16,967    |                   |   | 11,894   
|Customer programs                                                                                                       |  |                    | 34,359    |                   |   | 39,766   
|Interest                                                                                                                |  |                    | 9,909     |                   |   | 2,497    
|Other                                                                                                                   |  |                    | 24,957    |                   |   | 32,904   
|                                                                                                                        |  |                    |           |                   |   |          
|Total Current Liabilities                                                                                               |  |                    | 167,655   |                   |   | 160,144  
|Long-term debt, less current maturities                                                                                 |  |                    | 648,121   |                   |   | 644,957  
|Deferred income taxes                                                                                                   |  |                    | 107,480   |                   |   | 117,616  
|Other long-term liabilities                                                                                             |  |                    | 21,377    |                   |   | 16,252   
|                                                                                                                        |  |                   
|Shareholders equity                                                                                                    |  |                    |           |                   |   |          
|Common stock, $0.01 par value, 3,000 shares authorized, issued and outstanding September 30, 2007 and December 31,
2006 |  |                    |          |                   |   |         
|Additional paid-in capital                                                                                              |  |                    | 265,802   |                   |   | 260,935  
|Retained earnings                                                                                                       |  |                    | 75,681    |                   |   | 61,466   
|Accumulated other comprehensive income                                                                                  |  |                    | 6,320     |                   |   | 2,393    
|                                                                                                                        |  |                    |           |                   |   |          
|                                                                                                                        |  |                    | 347,803   |                   |   | 324,794  
|                                                                                                                        |  |                    |           |                   |   |          
|                                                                                                                        |  | $                  | 1,292,436 |                   | $ | 1,263,763
|                                                                                                                        |  |                    |           |                   |   |          

The accompanying notes are an integral part of the unaudited condensed consolidated financial
statements.



2



---

MICHAEL FOODS, INC.

(A wholly owned subsidiary of M-Foods Holdings, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF
EARNINGS

For the three months ended September 30,

(Unaudited, in thousands)



|                                                                               |  |      |         |      |   |        
|------------------------------------------------------------------------------ |  | ---- | ------- | ---- | - | -------
|                                                                               |  | 2007 |         | 2006
|Net sales                                                                      |  | $    | 381,111 |      | $ | 308,940
|Cost of sales                                                                  |  |      | 317,984 |      |   | 250,286
|                                                                               |  |      |         |      |   |        
|Gross profit                                                                   |  |      | 63,127  |      |   | 58,654 
|Selling, general and administrative expenses                                   |  |      | 38,105  |      |   | 35,239 
|Plant closing expenses                                                         |  |      | 1,293   |      |   |       
|                                                                               |  |      |         |      |   |        
|Operating profit                                                               |  |      | 23,729  |      |   | 23,415 
|Interest expense, net                                                          |  |      | 12,644  |      |   | 13,685 
|                                                                               |  |      |         |      |   |        
|Earnings before income taxes and equity in losses of unconsolidated subsidiary |  |      | 11,085  |      |   | 9,730  
|Income tax expense                                                             |  |      | 3,882   |      |   | 3,231  
|                                                                               |  |      |         |      |   |        
|Earnings before equity in losses of unconsolidated subsidiary                  |  |      | 7,203   |      |   | 6,499  
|Equity in losses of unconsolidated subsidiary                                  |  |      |        |      |   | 2,597  
|                                                                               |  |      |         |      |   |        
|Net earnings                                                                   |  | $    | 7,203   |      | $ | 3,902  
|                                                                               |  |      |         |      |   |        

The accompanying notes are an integral part of the unaudited condensed consolidated financial
statements.



3



---

MICHAEL FOODS, INC.

(A wholly owned subsidiary of M-Foods Holdings, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF
EARNINGS

For the nine months ended September 30,

(Unaudited, in thousands)



|                                                                               |  |      |           |      |   |        
|------------------------------------------------------------------------------ |  | ---- | --------- | ---- | - | -------
|                                                                               |  | 2007 |           | 2006
|Net sales                                                                      |  | $    | 1,056,985 |      | $ | 915,244
|Cost of sales                                                                  |  |      | 881,120   |      |   | 745,990
|                                                                               |  |      |           |      |   |        
|Gross profit                                                                   |  |      | 175,865   |      |   | 169,254
|Selling, general and administrative expenses                                   |  |      | 111,663   |      |   | 103,928
|Plant closing expenses                                                         |  |      | 1,525     |      |   |       
|                                                                               |  |      |           |      |   |        
|Operating profit                                                               |  |      | 62,677    |      |   | 65,326 
|Interest expense, net                                                          |  |      | 39,409    |      |   | 38,949 
|                                                                               |  |      |           |      |   |        
|Earnings before income taxes and equity in losses of unconsolidated subsidiary |  |      | 23,268    |      |   | 26,377 
|Income tax expense                                                             |  |      | 8,415     |      |   | 9,100  
|                                                                               |  |      |           |      |   |        
|Earnings before equity in losses of unconsolidated subsidiary                  |  |      | 14,853    |      |   | 17,277 
|Equity in losses of unconsolidated subsidiary                                  |  |      |          |      |   | 2,713  
|                                                                               |  |      |           |      |   |        
|Net earnings                                                                   |  | $    | 14,853    |      | $ | 14,564 
|                                                                               |  |      |           |      |   |        

The accompanying notes are an integral part of the unaudited condensed consolidated financial
statements.



4



---

MICHAEL FOODS, INC.

(A wholly owned subsidiary of M-Foods Holdings, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS

For the nine months ended September 30,

(Unaudited, in thousands)



|                                                      |  |      |         |   |      |   |         |  
|----------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                      |  | 2007 |         |   | 2006 |  
|Net cash provided by operating activities             |  | $    | 47,979  |   |      | $ | 28,425  |  
|Cash flows from investing activities:                 |  |      |         |   |      |   |         |  
|Capital expenditures                                  |  |      | (21,330 | ) |      |   | (22,131 | )
|Other assets                                          |  |      | (99     | ) |      |   | (98     | )
|                                                      |  |      |         |   |      |   |         |  
|Net cash used in investing activities                 |  |      | (21,429 | ) |      |   | (22,229 | )
|Cash flows from financing activities:                 |  |      |         |   |      |   |         |  
|Payments on long-term debt                            |  |      | (1,582  | ) |      |   | (3,335  | )
|Payments on stock options exercised/share repurchases |  |      | (66     | ) |      |   |        |  
|Investment by parent                                  |  |      | 500     |   |      |   |        |  
|                                                      |  |      |         |   |      |   |         |  
|Net cash used in financing activities                 |  |      | (1,148  | ) |      |   | (3,335  | )
|Effect of exchange rate changes on cash               |  |      | 234     |   |      |   | 38      |  
|                                                      |  |      |         |   |      |   |         |  
|Net increase in cash and equivalents                  |  |      | 25,636  |   |      |   | 2,899   |  
|Cash and equivalents at beginning of period           |  |      | 21,576  |   |      |   | 42,179  |  
|                                                      |  |      |         |   |      |   |         |  
|Cash and equivalents at end of period                 |  | $    | 47,212  |   |      | $ | 45,078  |  
|                                                      |  |      |         |   |      |   |         |  
|Supplemental disclosures:                             |  |      |         |   |      |   |         |  
|Non-cash industrial revenue bond guarantees           |  | $    | 6,000   |   |      | $ |        |  
|                                                      |  |      |         |   |      |   |         |  

The accompanying notes are an integral part of the unaudited condensed consolidated financial
statements.



5



---

MICHAEL FOODS, INC.

(A wholly owned subsidiary of M-Foods Holdings, Inc.)

(Unaudited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE ABASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying
condensed consolidated financial statements have been prepared in accordance with Regulation S-X of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not
misleading.

We utilize a fifty-two/fifty-three week fiscal year ending on the
Saturday nearest to December 31 each year. The quarterly period ended September 29, 2007 was a 13 week period and the quarterly period ended September 30, 2006 was a 13 week period. For clarity of presentation, we describe both
periods as if the quarters ended on September 30th.

In the opinion of management, the unaudited financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the results of operations for the periods
indicated. Our results of operations and cash flows for the period ended September 30, 2007 are not necessarily indicative of the results expected for the full year.

We adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (FIN 48) effective January 1, 2007. As a result of the adoption of FIN 48, we
recognized a charge of approximately $0.7 million to the January 1, 2007 retained earnings balance. As of the adoption date, we had gross tax affected unrecognized tax benefits of approximately $7.6 million, of which $2.5 million, if
recognized, would affect our effective tax rate. As of September 30, 2007 we had gross tax affected unrecognized tax benefits of approximately $4.8 million. The reduction in unrecognized tax benefits was mainly due to the lapse of applicable
statute of limitations. Also, as of the date of adoption we had accrued penalties and interest expense related to the unrecognized tax benefits of $1.7 million. We recognize penalties and interest expense related to unrecognized tax benefits as a
component of interest expense. There were no other significant changes to these amounts during the quarter ended September 30, 2007.

Our uncertain tax positions are related to tax years that remain subject to examination. As of September 30, 2007, the United States and Minnesota jurisdictions remain subject to examination for tax years 2004 through 2006 and the New
Jersey jurisdiction for tax years 2000 through 2006.

Included in the balance of unrecognized tax benefits at January 1, 2007 and
September 30, 2007 is $4.3 million and $0.4 million, respectively, related to tax positions for which it is reasonably possible that the total amounts could significantly change during the next twelve months. The reduction recorded in the
September 2007 period was due to the lapse of applicable statute of limitations. These unrecognized tax benefits are primarily comprised of items related to state income tax audits and expiring statutes of limitations.

Goodwill and Intangible Assets

We recognize the
excess cost of an acquired entity over the net amount assigned to assets acquired, including intangible assets with indefinite lives, and liabilities assumed, as goodwill. Goodwill and intangible assets with indefinite lives (trademarks) are tested
for impairment on an annual basis during the fourth quarter, and between annual tests whenever there is an impairment indicated. Fair values are estimated based on our best assessment of market value compared with the corresponding carrying value of
the reporting unit, including goodwill. Impairment losses will be recognized whenever the implied fair value is less than the carrying value of the related asset.

Each segments share of goodwill was as follows (in thousands):



|                |  |                    |         |                   |   |        
|--------------- |  | ------------------ | ------- | ----------------- | - | -------
|                |  | September 30, 2007 |         | December 31, 2006
|Egg Products    |  | $                  | 426,340 |                   | $ | 428,940
|Crystal Farms   |  |                    | 32,068  |                   |   | 32,290 
|Potato Products |  |                    | 59,856  |                   |   | 60,205 
|                |  |                    |         |                   |   |        
|                |  | $                  | 518,264 |                   | $ | 521,435
|                |  |                    |         |                   |   |        



6



---

The change in the carrying amount of goodwill for the period ended September 30, 2007 of $3,171,000
was due to the reversal of unrecognized tax benefits related to expiring statute of limitations.

We recognize an acquired intangible asset
apart from goodwill whenever the asset arises from contractual or other legal rights, or whenever it is capable of being separated or divided from the acquired entity and sold, transferred, licensed, rented, or exchanged, either individually or in
combination with a related contract, asset or liability. An intangible asset other than goodwill is amortized over its estimated useful life unless that life is determined to be indefinite. Straight-line amortization reflects an appropriate
allocation of the cost of intangible assets to earnings in proportion to the amount of economic benefit obtained by the Company in each reporting period. Impairment losses are recognized if the carrying amount of an intangible asset subject to
amortization is not recoverable from expected future cash flows, and its carrying amount exceeds its fair value.

Our intangible assets
were as follows (in thousands):



|                                                                  |  |                    |         |   |                  |   |         |  
|----------------------------------------------------------------- |  | ------------------ | ------- | - | ---------------- | - | ------- | -
|                                                                  |  | September 30, 2007 |         |   | December 31,2006 |  
|Amortizable intangible assets, principally customer relationships |  | $                  | 230,615 |   |                  | $ | 230,615 |  
|Accumulated amortization                                          |  |                    | (59,458 | ) |                  |   | (47,960 | )
|                                                                  |  |                    |         |   |                  |   |         |  
|                                                                  |  |                    | 171,157 |   |                  |   | 182,655 |  
|Indefinite lived intangible assets, trademarks                    |  |                    | 34,125  |   |                  |   | 34,025  |  
|                                                                  |  |                    |         |   |                  |   |         |  
|                                                                  |  | $                  | 205,282 |   |                  | $ | 216,680 |  
|                                                                  |  |                    |         |   |                  |   |         |  

The aggregate amortization expense was $11,498,000 for the nine months ended September 30,
2007 and was $11,670,000 for the nine months ended September 30, 2006. The estimated amortization expense for the years ending December 31, 2007 through December 31, 2011 is as follows (in thousands):



|     |  |   |       
|---- |  | - | ------
|2007 |  | $ | 15,331
|2008 |  |   | 15,331
|2009 |  |   | 15,331
|2010 |  |   | 15,331
|2011 |  |   | 15,331

The above amortization expense forecast is an estimate. Actual amounts may change from such
estimated amounts due to additional intangible asset acquisitions, potential impairment, accelerated amortization, or other events.

Deferred Financing
Costs

Deferred financing costs are included as a component of other assets and are being amortized using the interest method over the
lives of the respective debt agreements. Our deferred financing costs were as follows (in thousands):



|                         |  |                    |         |   |                   |   |         |  
|------------------------ |  | ------------------ | ------- | - | ----------------- | - | ------- | -
|                         |  | September 30, 2007 |         |   | December 31, 2006 |  
|Deferred financing costs |  | $                  | 31,441  |   |                   | $ | 31,435  |  
|Accumulated amortization |  |                    | (17,263 | ) |                   |   | (14,272 | )
|                         |  |                    |         |   |                   |   |         |  
|                         |  | $                  | 14,178  |   |                   | $ | 17,163  |  
|                         |  |                    |         |   |                   |   |         |  

NOTE BINVENTORIES

Inventories, other than flocks, are stated at the lower of cost (determined on a first-in, first-out basis) or market. Flock inventory represents the cost of purchasing and raising flocks to laying maturity, at which
time their cost is amortized to operations over their expected useful lives of generally 12 to 18 months, assuming no salvage value.

Inventories consisted of the following (in thousands):



|                                   |  |                   |         |                   |   |        
|---------------------------------- |  | ----------------- | ------- | ----------------- | - | -------
|                                   |  | September 30,2007 |         | December 31, 2006
|Raw materials and supplies         |  | $                 | 21,551  |                   | $ | 18,485 
|Work in process and finished goods |  |                   | 66,736  |                   |   | 62,220 
|Flocks                             |  |                   | 25,399  |                   |   | 22,715 
|                                   |  |                   |         |                   |   |        
|                                   |  | $                 | 113,686 |                   | $ | 103,420
|                                   |  |                   |         |                   |   |        



7



---

NOTE CCOMMITMENTS AND CONTINGENCIES

Litigation

In May 2006 Feesers, Inc. brought suit against us and Sodexho, Inc. alleging violation of
the Robinson-Patman Act. We prevailed in summary judgment. A filing by the United States Court of Appeals for the Third Circuit on August 14, 2007 reversed the summary judgment decision, remanding the matter back to the United States District Court
for the Middle District of Pennsylvania. A trial is scheduled for January 2008.

We are engaged in routine litigation incidental to our
business. We believe the ultimate outcome of this litigation will not have a material effect on our consolidated financial position, liquidity or results of operations.

NOTE DSHAREHOLDERS EQUITY

Additional Paid in Capital

In March 2007, we recorded a $4.3 million non-cash capital contribution from our parent, M-Foods Holdings, Inc. (Holdings) related to the tax
benefit the Company receives on Holdings interest deduction due to filing a consolidated Federal tax return with Holdings. In April 2007, we recorded a $500,000 contribution from Holdings related to an investment made by our new Chief
Executive Officer-Elect, President and Chief Operating Officer in equity securities of Michael Foods Investors, LLC (the parent of Holdings).

Comprehensive Income

The components of and changes in accumulated other comprehensive income (loss), net of taxes, during
the nine months ended September 30, 2007 were as follows (in thousands):



|                                        |  |                  |       |                              |   |       |  |   |      
|--------------------------------------- |  | ---------------- | ----- | ---------------------------- | - | ----- |  | - | -----
|                                        |  | Cash Flow Hedges |       | Foreign Currency Translation |   | Total
|Balance at December 31, 2006            |  | $                |      |                              | $ | 2,393 |  | $ | 2,393
|Foreign currency translation adjustment |  |                  |      |                              |   | 2,640 |  |   | 2,640
|Change due to cash flow hedges          |  |                  | 1,287 |                              |   |      |  |   | 1,287
|                                        |  |                  |       |                              |   |       |  |   |      
|Balance at September 30, 2007           |  | $                | 1,287 |                              | $ | 5,033 |  | $ | 6,320
|                                        |  |                  |       |                              |   |       |  |   |      

Comprehensive income, net of taxes, for the three months ended September 30, 2007 and 2006 was as follows (in
thousands):



|                                                                   |  |       |   |  |   |      
|------------------------------------------------------------------ |  | ----- | - |  | - | -----
|Net earnings for the three months ended September 30, 2007         |  |       |   |  | $ | 7,203
|Net gains (losses) arising during the period:                      |  |       |   |  |   |      
|Change due to cash flow hedges                                     |  | (303  | ) |  |   |      
|Foreign currency translation adjustment                            |  | 2,089 |   |  |   |      
|                                                                   |  |       |   |  |   |      
|Other comprehensive income                                         |  |       |   |  |   | 1,786
|                                                                   |  |       |   |  |   |      
|Comprehensive income for the three months ended September 30, 2007 |  |       |   |  | $ | 8,989
|                                                                   |  |       |   |  |   |      
|                                                                   |  |      
|Net earnings for the three months ended September 30, 2006         |  |       |   |  | $ | 3,902
|Net gains (losses) arising during the period:                      |  |       |   |  |   |      
|Change due to cash flow hedges                                     |  | 586   |   |  |   |      
|Interest rate caplet                                               |  | 154   |   |  |   |      
|Foreign currency translation adjustment                            |  | 417   |   |  |   |      
|                                                                   |  |       |   |  |   |      
|Other comprehensive income                                         |  |       |   |  |   | 1,157
|                                                                   |  |       |   |  |   |      
|Comprehensive income for the three months ended September 30, 2006 |  |       |   |  | $ | 5,059
|                                                                   |  |       |   |  |   |      



8



---

Comprehensive income, net of taxes, for the nine months ended September 30, 2007 and 2006 was as follows (in
thousands):



|                                                                  |  |        |   |  |   |        |  
|----------------------------------------------------------------- |  | ------ | - |  | - | ------ | -
|Net earnings for the nine months ended September 30, 2007         |  |        |   |  | $ | 14,853 |  
|Net gains (losses) arising during the period:                     |  |        |   |  |   |        |  
|Change due to cash flow hedges                                    |  | 1,287  |   |  |   |        |  
|Foreign currency translation adjustment                           |  | 2,640  |   |  |   |        |  
|                                                                  |  |        |   |  |   |        |  
|Other comprehensive income                                        |  |        |   |  |   | 3,927  |  
|                                                                  |  |        |   |  |   |        |  
|Comprehensive income for the nine months ended September 30, 2007 |  |        |   |  | $ | 18,780 |  
|                                                                  |  |        |   |  |   |        |  
|                                                                  |  |       
|Net earnings for the nine months ended September 30, 2006         |  |        |   |  | $ | 14,564 |  
|Net gains (losses) arising during the period:                     |  |        |   |  |   |        |  
|Change due to cash flow hedges                                    |  | (2,130 | ) |  |   |        |  
|Interest rate caplet                                              |  | 364    |   |  |   |        |  
|Foreign currency translation adjustment                           |  | 886    |   |  |   |        |  
|                                                                  |  |        |   |  |   |        |  
|Other comprehensive loss                                          |  |        |   |  |   | (880   | )
|                                                                  |  |        |   |  |   |        |  
|Comprehensive income for the nine months ended September 30, 2006 |  |        |   |  | $ | 13,684 |  
|                                                                  |  |        |   |  |   |        |  

NOTE EPLANT CLOSING

In November 2006, we announced our decision to close the St. Marys, Ontario egg processing plant due to rising operating costs. The facility was closed on March 31, 2007. The costs related to the closing have
been reflected in the Egg Products Divisions operating income. We recorded additional asset impairment of plant assets of $1,293,000 in the three month period ended September 30, 2007. Asset impairment and employee termination costs
totaled $1,525,000 in 2007 as follows (in thousands):



|                                                        |  |                          |       |                            |   |                           |  |   |      
|------------------------------------------------------- |  | ------------------------ | ----- | -------------------------- | - | ------------------------- |  | - | -----
|                                                        |  | Asset Impairment Charges |       | Employee Termination Costs |   | Total Plant Closing Costs
|                                                        |  |                         
|                                                        |  |                         
|                                                        |  |                         
|For the three months ended September 30, 2007           |  | $                        | 1,293 |                            | $ |                          |  | $ | 1,293
|                                                        |  |                          |       |                            |   |                           |  |   |      
|For the nine months ended September 30, 2007            |  | $                        | 1,293 |                            | $ | 232                       |  | $ | 1,525
|                                                        |  |                          |       |                            |   |                           |  |   |      
|Cumulative Plant Closing Costs as of September 30, 2007 |  | $                        | 4,187 |                            | $ | 477                       |  | $ | 4,664
|                                                        |  |                          |       |                            |   |                           |  |   |      

As of September 30, 2007, we have no remaining accrual for the St. Marys employee termination
costs. The roll forward of our employee termination costs reserve follows (in thousands):



|                                                                                |  |   |      |  
|------------------------------------------------------------------------------- |  | - | ---- | -
|Reserve balance as of January 1, 2007                                           |  | $ | 245  |  
|Employee termination costs incurred in the nine months ended September 30, 2007 |  |   | 232  |  
|Employee termination costs paid in 2007                                         |  |   | (477 | )
|                                                                                |  |   |      |  
|Reserve balance as of September 30, 2007                                        |  | $ |     |  
|                                                                                |  |   |      |  

No additional plant closing costs are expected.



9



---

NOTE FOTHER MATTERS

Officer Severance

On August 26, 2006 our former President, James D. Clarkson, passed away. As provided by the
employment agreement between Mr. Clarkson and the Company we expensed a one time payment to Mr. Clarksons estate for $2.4 million in September 2006 to satisfy our severance obligations. We also recorded $558,000 of stock option
compensation expense with respect to the fair market value of the vested stock options held by Mr. Clarksons estate.

Belgian Joint Venture

In September 2006 we evaluated our investment in Belovo S.A. and based on continuing losses and the financial position of Belovo we
recorded a valuation adjustment on the investment. In September 2006 we recorded approximately $800,000 of losses related to Belovos 2006 operations and we adjusted the value of our investment in Belovo to zero by recording approximately
$1,800,000 of a valuation adjustment. In September 2007 Belovos management completed a recapitalization of Belovo S. A. As of September 30, 2007 we hold a 12.05% ownership (2006: 35.64%) in the successor entity BNL Food Investments
Limited.

NOTE GBUSINESS SEGMENTS

We operate in three reportable segmentsEgg Products, Crystal Farms and Potato Products. Certain financial information on our operating segments is as follows (unaudited, in thousands):



|                                       |  |              |         |               |   |                 |  |                         |        |  |       |         |   |  |   |          
|-------------------------------------- |  | ------------ | ------- | ------------- | - | --------------- |  | ----------------------- | ------ |  | ----- | ------- | - |  | - | ---------
|                                       |  | EGG PRODUCTS |         | CRYSTAL FARMS |   | POTATO PRODUCTS |  | CORPORATE &ELIMINATIONS |        |  | TOTAL
|Three months ended September 30, 2007: |  |              |         |               |   |                 |  |                         |        |  |       |         |   |  |   |          
|External net sales                     |  | $            | 266,549 |               | $ | 84,536          |  | $                       | 30,026 |  | $     |        |   |  | $ | 381,111  
|Intersegment sales                     |  |              | 3,132   |               |   |                |  |                         | 4,242  |  |       | (7,374  | ) |  |   |         
|Operating profit (loss)                |  |              | 20,339  |               |   | 1,702           |  |                         | 4,421  |  |       | (2,733  | ) |  |   | 23,729   
|Depreciation and amortization          |  |              | 16,242  |               |   | 1,100           |  |                         | 1,628  |  |       | 2       |   |  |   | 18,972   
|                                       |  |              |         |               |  
|Three months ended September 30, 2006: |  |              |         |               |   |                 |  |                         |        |  |       |         |   |  |   |          
|External net sales                     |  | $            | 216,566 |               | $ | 63,214          |  | $                       | 29,160 |  | $     |        |   |  | $ | 308,940  
|Intersegment sales                     |  |              | 2,255   |               |   |                |  |                         | 1,081  |  |       | (3,336  | ) |  |   |         
|Operating profit (loss)                |  |              | 18,593  |               |   | 4,437           |  |                         | 5,148  |  |       | (4,763  | ) |  |   | 23,415   
|Depreciation and amortization          |  |              | 16,224  |               |   | 1,159           |  |                         | 1,477  |  |       | 4       |   |  |   | 18,864   
|                                       |  |              |         |               |  
|Nine months ended September 30, 2007:  |  |              |         |               |   |                 |  |                         |        |  |       |         |   |  |   |          
|External net sales                     |  | $            | 739,230 |               | $ | 231,146         |  | $                       | 86,609 |  | $     |        |   |  | $ | 1,056,985
|Intersegment sales                     |  |              | 10,889  |               |   |                |  |                         | 13,318 |  |       | (24,207 | ) |  |   |         
|Operating profit (loss)                |  |              | 50,023  |               |   | 8,460           |  |                         | 12,051 |  |       | (7,857  | ) |  |   | 62,677   
|Depreciation and amortization          |  |              | 49,015  |               |   | 3,264           |  |                         | 4,884  |  |       | 8       |   |  |   | 57,171   
|                                       |  |              |         |               |  
|Nine months ended September 30, 2006:  |  |              |         |               |   |                 |  |                         |        |  |       |         |   |  |   |          
|External net sales                     |  | $            | 637,136 |               | $ | 196,100         |  | $                       | 82,008 |  | $     |        |   |  | $ | 915,244  
|Intersegment sales                     |  |              | 6,632   |               |   |                |  |                         | 3,566  |  |       | (10,198 | ) |  |   |         
|Operating profit (loss)                |  |              | 50,072  |               |   | 12,123          |  |                         | 12,844 |  |       | (9,713  | ) |  |   | 65,326   
|Depreciation and amortization          |  |              | 48,647  |               |   | 3,473           |  |                         | 4,435  |  |       | 7       |   |  |   | 56,562   



10



---

NOTE HSUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

Our senior credit agreement and senior subordinated notes have been guaranteed, on a joint and several basis, by us and our 100% owned domestic
subsidiaries. The senior credit agreement is also guaranteed by our parent, M-Foods Holdings, Inc.

The following condensed consolidating
financial information presents our condensed consolidating balance sheets at September 30, 2007 and December 31, 2006, together with our condensed consolidating statements of earnings for the three and nine month periods ended
September 30, 2007 and 2006 and cash flows for the nine month periods ended September 30, 2007 and 2006. These financial statements reflect Michael Foods, Inc. (the parent), the wholly-owned guarantor subsidiaries (on a combined basis),
the non-guarantor subsidiary (MFI Food Canada Ltd.), and elimination entries necessary to combine such entities on a consolidated basis.

NOTE I
LEGAL MATTER

In May 2006 Feesers, Inc. brought suit against us and Sodexho, Inc. alleging violation of the Robinson-Patman Act. We
prevailed in summary judgment. A filing by the United States Court of Appeals for the Third Circuit on August 14, 2007 reversed the summary judgment decision, remanding the matter back to the United States District Court for the Middle District of
Pennsylvania. The matter pertains to the right of a food supplier, such as we are, to price products to the distributor trade as it wishes. A trial is scheduled for January 2008.



11



---

Condensed Consolidating Balance Sheets

September 30, 2007

(Unaudited, in thousands)



|                                           |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|------------------------------------------ |  | ------ | ------- | - | --------------------- | - | --------- | ----------------------- |  | - | ------------ | - |  | ------------ | -------- | - |  | - | ---------
|                                           |  | Parent |         |   | GuarantorSubsidiaries |   |           | Non-GuarantorSubsidiary |  |   | Eliminations |   |  | Consolidated
|Assets                                     |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Current Assets                             |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Cash and equivalents                       |  | $      | 45,890  |   |                       | $ |          |                         |  | $ | 1,322        |   |  | $            |         |   |  | $ | 47,212   
|Accounts receivable, less allowances       |  |        | 6,956   |   |                       |   | 135,702   |                         |  |   | 6,865        |   |  |              | (18,116  | ) |  |   | 131,407  
|Inventories                                |  |        |        |   |                       |   | 106,613   |                         |  |   | 7,073        |   |  |              |         |   |  |   | 113,686  
|Prepaid expenses and other                 |  |        | 802     |   |                       |   | 8,402     |                         |  |   | 408          |   |  |              |         |   |  |   | 9,612    
|                                           |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Total current assets                       |  |        | 53,648  |   |                       |   | 250,717   |                         |  |   | 15,668       |   |  |              | (18,116  | ) |  |   | 301,917  
|                                           |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Property, Plant and Equipmentnet          |  |        | 16      |   |                       |   | 221,482   |                         |  |   | 14,384       |   |  |              |         |   |  |   | 235,882  
|                                           |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Other assets:                              |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Goodwill                                   |  |        |        |   |                       |   | 515,238   |                         |  |   | 3,026        |   |  |              |         |   |  |   | 518,264  
|Intangibles and other assets               |  |        | 14,852  |   |                       |   | 234,569   |                         |  |   | 2,410        |   |  |              | (15,458  | ) |  |   | 236,373  
|Investment in subsidiaries                 |  |        | 917,399 |   |                       |   | (6,679    | )                       |  |   |             |   |  |              | (910,720 | ) |  |   |         
|                                           |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|                                           |  |        | 932,251 |   |                       |   | 743,128   |                         |  |   | 5,436        |   |  |              | (926,178 | ) |  |   | 754,637  
|                                           |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Total assets                               |  | $      | 985,915 |   |                       | $ | 1,215,327 |                         |  | $ | 35,488       |   |  | $            | (944,294 | ) |  | $ | 1,292,436
|                                           |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|                                           |  |        |         |   |                      
|Liabilities and Shareholders Equity       |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Current Liabilities                        |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Current maturities of long-term debt       |  | $      | 1,218   |   |                       | $ | 1,096     |                         |  | $ | 1,357        |   |  | $            |         |   |  | $ | 3,671    
|Accounts payable                           |  |        | 79      |   |                       |   | 82,839    |                         |  |   | 12,990       |   |  |              | (18,116  | ) |  |   | 77,792   
|Accrued liabilities                        |  |        | 16,995  |   |                       |   | 67,580    |                         |  |   | 1,617        |   |  |              |         |   |  |   | 86,192   
|                                           |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Total current liabilities                  |  |        | 18,292  |   |                       |   | 151,515   |                         |  |   | 15,964       |   |  |              | (18,116  | ) |  |   | 167,655  
|Long-term debt, less current maturities    |  |        | 618,454 |   |                       |   | 22,507    |                         |  |   | 30,368       |   |  |              | (23,208  | ) |  |   | 648,121  
|Deferred income taxes                      |  |        | (19,908 | ) |                       |   | 127,426   |                         |  |   | (168         | ) |  |              | 130      |   |  |   | 107,480  
|Other long-term liabilities                |  |        | 21,274  |   |                       |   | 42        |                         |  |   | 61           |   |  |              |         |   |  |   | 21,377   
|Shareholders equity                       |  |        | 347,803 |   |                       |   | 913,837   |                         |  |   | (10,737      | ) |  |              | (903,100 | ) |  |   | 347,803  
|                                           |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Total liabilities and shareholders equity |  | $      | 985,915 |   |                       | $ | 1,215,327 |                         |  | $ | 35,488       |   |  | $            | (944,294 | ) |  | $ | 1,292,436
|                                           |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          



12



---

Condensed Consolidating Balance Sheets

December 31, 2006

(in thousands)



|                                           |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|------------------------------------------ |  | ------ | ------- | - | --------------------- | - | --------- | ----------------------- |  | - | ------------ | - |  | ------------ | -------- | - |  | - | ---------
|                                           |  | Parent |         |   | GuarantorSubsidiaries |   |           | Non-GuarantorSubsidiary |  |   | Eliminations |   |  | Consolidated
|Assets                                     |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Current Assets                             |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Cash and equivalents                       |  | $      | 20,727  |   |                       | $ |          |                         |  | $ | 849          |   |  | $            |         |   |  | $ | 21,576   
|Accounts receivable, less allowances       |  |        | 4,278   |   |                       |   | 110,775   |                         |  |   | 7,065        |   |  |              | (16,813  | ) |  |   | 105,305  
|Inventories                                |  |        |        |   |                       |   | 93,480    |                         |  |   | 9,940        |   |  |              |         |   |  |   | 103,420  
|Prepaid expenses and other                 |  |        | 538     |   |                       |   | 7,393     |                         |  |   | 270          |   |  |              |         |   |  |   | 8,201    
|                                           |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Total current assets                       |  |        | 25,543  |   |                       |   | 211,648   |                         |  |   | 18,124       |   |  |              | (16,813  | ) |  |   | 238,502  
|                                           |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Property, Plant and Equipmentnet          |  |        | 24      |   |                       |   | 244,070   |                         |  |   | 14,969       |   |  |              |         |   |  |   | 259,063  
|                                           |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Other assets:                              |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Goodwill                                   |  |        |        |   |                       |   | 518,409   |                         |  |   | 3,026        |   |  |              |         |   |  |   | 521,435  
|Intangibles and other assets               |  |        | 17,836  |   |                       |   | 242,225   |                         |  |   | 2,410        |   |  |              | (17,708  | ) |  |   | 244,763  
|Investment in subsidiaries                 |  |        | 923,218 |   |                       |   | (7,452    | )                       |  |   |             |   |  |              | (915,766 | ) |  |   |         
|                                           |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|                                           |  |        | 941,054 |   |                       |   | 753,182   |                         |  |   | 5,436        |   |  |              | (933,474 | ) |  |   | 766,198  
|                                           |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Total assets                               |  | $      | 966,621 |   |                       | $ | 1,208,900 |                         |  | $ | 38,529       |   |  | $            | (950,287 | ) |  | $ | 1,263,763
|                                           |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|                                           |  |        |         |   |                      
|Liabilities and Shareholders Equity       |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Current Liabilities                        |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Current maturities of long-term debt       |  | $      |        |   |                       | $ |          |                         |  | $ | 837          |   |  | $            |         |   |  | $ | 837      
|Accounts payable                           |  |        | 265     |   |                       |   | 73,023    |                         |  |   | 15,753       |   |  |              | (16,795  | ) |  |   | 72,246   
|Accrued liabilities                        |  |        | 19,398  |   |                       |   | 65,853    |                         |  |   | 1,810        |   |  |              |         |   |  |   | 87,061   
|                                           |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Total current liabilities                  |  |        | 19,663  |   |                       |   | 138,876   |                         |  |   | 18,400       |   |  |              | (16,795  | ) |  |   | 160,144  
|Long-term debt, less current maturities    |  |        | 615,064 |   |                       |   | 22,536    |                         |  |   | 27,581       |   |  |              | (20,224  | ) |  |   | 644,957  
|Deferred income taxes and other            |  |        | (9,152  | ) |                       |   | 126,768   |                         |  |   |             |   |  |              |         |   |  |   | 117,616  
|Deferred compensation                      |  |        | 16,252  |   |                       |   |          |                         |  |   |             |   |  |              |         |   |  |   | 16,252   
|Shareholders equity                       |  |        | 324,794 |   |                       |   | 920,720   |                         |  |   | (7,452       | ) |  |              | (913,268 | ) |  |   | 324,794  
|                                           |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          
|Total liabilities and shareholders equity |  | $      | 966,621 |   |                       | $ | 1,208,900 |                         |  | $ | 38,529       |   |  | $            | (950,287 | ) |  | $ | 1,263,763
|                                           |  |        |         |   |                       |   |           |                         |  |   |              |   |  |              |          |   |  |   |          



13



---

Condensed Consolidating Statements of Earnings

Three months ended September 30, 2007

(Unaudited, in thousands)



|                                                                                  |  |        |         |   |                       |   |         |                         |  |   |              |   |  |              |         |   |  |   |        
|--------------------------------------------------------------------------------- |  | ------ | ------- | - | --------------------- | - | ------- | ----------------------- |  | - | ------------ | - |  | ------------ | ------- | - |  | - | -------
|                                                                                  |  | Parent |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiary |  |   | Eliminations |   |  | Consolidated
|Net sales                                                                         |  | $      |        |   |                       | $ | 374,408 |                         |  | $ | 17,863       |   |  | $            | (11,160 | ) |  | $ | 381,111
|Cost of sales                                                                     |  |        |        |   |                       |   | 313,468 |                         |  |   | 15,676       |   |  |              | (11,160 | ) |  |   | 317,984
|                                                                                  |  |        |         |   |                       |   |         |                         |  |   |              |   |  |              |         |   |  |   |        
|Gross profit                                                                      |  |        |        |   |                       |   | 60,940  |                         |  |   | 2,187        |   |  |              |        |   |  |   | 63,127 
|Selling, general and administrative expenses                                      |  |        | 2,733   |   |                       |   | 36,123  |                         |  |   | 1,173        |   |  |              | (1,924  | ) |  |   | 38,105 
|Plant closing expenses                                                            |  |        |        |   |                       |   |        |                         |  |   | 1,293        |   |  |              |        |   |  |   | 1,293  
|                                                                                  |  |        |         |   |                       |   |         |                         |  |   |              |   |  |              |         |   |  |   |        
|Operating profit (loss)                                                           |  |        | (2,733  | ) |                       |   | 24,817  |                         |  |   | (279         | ) |  |              | 1,924   |   |  |   | 23,729 
|Interest expense, net                                                             |  |        | 12,366  |   |                       |   | (234    | )                       |  |   | 512          |   |  |              |        |   |  |   | 12,644 
|Other expense (income)                                                            |  |        | (1,924  | ) |                       |   |        |                         |  |   |             |   |  |              | 1,924   |   |  |   |       
|                                                                                  |  |        |         |   |                       |   |         |                         |  |   |              |   |  |              |         |   |  |   |        
|Earnings (loss) before equity in earnings (loss) of subsidiaries and income taxes |  |        | (13,175 | ) |                       |   | 25,051  |                         |  |   | (791         | ) |  |              |        |   |  |   | 11,085 
|Equity in earnings (loss) of subsidiaries                                         |  |        | 15,936  |   |                       |   | (749    | )                       |  |   |             |   |  |              | (15,187 | ) |  |   |       
|                                                                                  |  |        |         |   |                       |   |         |                         |  |   |              |   |  |              |         |   |  |   |        
|Earnings (loss) before income taxes                                               |  |        | 2,761   |   |                       |   | 24,302  |                         |  |   | (791         | ) |  |              | (15,187 | ) |  |   | 11,085 
|Income tax expense (benefit)                                                      |  |        | (4,442  | ) |                       |   | 8,366   |                         |  |   | (42          | ) |  |              |        |   |  |   | 3,882  
|                                                                                  |  |        |         |   |                       |   |         |                         |  |   |              |   |  |              |         |   |  |   |        
|Net earnings (loss)                                                               |  | $      | 7,203   |   |                       | $ | 15,936  |                         |  | $ | (749         | ) |  | $            | (15,187 | ) |  | $ | 7,203  
|                                                                                  |  |        |         |   |                       |   |         |                         |  |   |              |   |  |              |         |   |  |   |        



14



---

Condensed Consolidating Statements of Earnings

Three months ended September 30, 2006

(Unaudited, in thousands)



|                                                                                                                                 |  |        |         |   |                       |   |         |                         |  |   |              |   |  |              |         |   |  |   |        
|-------------------------------------------------------------------------------------------------------------------------------- |  | ------ | ------- | - | --------------------- | - | ------- | ----------------------- |  | - | ------------ | - |  | ------------ | ------- | - |  | - | -------
|                                                                                                                                 |  | Parent |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiary |  |   | Eliminations |   |  | Consolidated
|Net sales                                                                                                                        |  | $      |        |   |                       | $ | 300,150 |                         |  | $ | 13,434       |   |  | $            | (4,644  | ) |  | $ | 308,940
|Cost of sales                                                                                                                    |  |        |        |   |                       |   | 243,614 |                         |  |   | 11,316       |   |  |              | (4,644  | ) |  |   | 250,286
|                                                                                                                                 |  |        |         |   |                       |   |         |                         |  |   |              |   |  |              |         |   |  |   |        
|Gross profit                                                                                                                     |  |        |        |   |                       |   | 56,536  |                         |  |   | 2,118        |   |  |              |        |   |  |   | 58,654 
|Selling, general and administrative expenses                                                                                     |  |        | 4,763   |   |                       |   | 30,162  |                         |  |   | 1,437        |   |  |              | (1,123  | ) |  |   | 35,239 
|                                                                                                                                 |  |        |         |   |                       |   |         |                         |  |   |              |   |  |              |         |   |  |   |        
|Operating profit (loss)                                                                                                          |  |        | (4,763  | ) |                       |   | 26,374  |                         |  |   | 681          |   |  |              | 1,123   |   |  |   | 23,415 
|Interest expense, net                                                                                                            |  |        | 13,299  |   |                       |   | (85     | )                       |  |   | 471          |   |  |              |        |   |  |   | 13,685 
|Other expense (income)                                                                                                           |  |        | (1,123  | ) |                       |   |        |                         |  |   |             |   |  |              | 1,123   |   |  |   |       
|                                                                                                                                 |  |        |         |   |                       |   |         |                         |  |   |              |   |  |              |         |   |  |   |        
|Earnings (loss) before equity in earnings (loss) of subsidiaries, income taxes and equity in losses of unconsolidated
subsidiary |  |        | (16,939 | ) |                       |   | 26,459  |                         |  |   | 210          |   |  |              |        |   |  |   | 9,730  
|Equity in earnings (loss) of subsidiaries                                                                                        |  |        | 14,998  |   |                       |   | 289     |                         |  |   |             |   |  |              | (15,287 | ) |  |   |       
|                                                                                                                                 |  |        |         |   |                       |   |         |                         |  |   |              |   |  |              |         |   |  |   |        
|Earnings (loss) before income taxes and equity in losses of unconsolidated subsidiary                                            |  |        | (1,941  | ) |                       |   | 26,748  |                         |  |   | 210          |   |  |              | (15,287 | ) |  |   | 9,730  
|Income tax expense (benefit)                                                                                                     |  |        | (5,843  | ) |                       |   | 9,153   |                         |  |   | (79          | ) |  |              |        |   |  |   | 3,231  
|                                                                                                                                 |  |        |         |   |                       |   |         |                         |  |   |              |   |  |              |         |   |  |   |        
|Earnings (loss) before equity in losses of unconsolidated subsidiary                                                             |  |        | 3,902   |   |                       |   | 17,595  |                         |  |   | 289          |   |  |              | (15,287 | ) |  |   | 6,499  
|Equity in losses of unconsolidated subsidiary                                                                                    |  |        |        |   |                       |   | 2,597   |                         |  |   |             |   |  |              |        |   |  |   | 2,597  
|                                                                                                                                 |  |        |         |   |                       |   |         |                         |  |   |              |   |  |              |         |   |  |   |        
|Net earnings (loss)                                                                                                              |  | $      | 3,902   |   |                       | $ | 14,998  |                         |  | $ | 289          |   |  | $            | (15,287 | ) |  | $ | 3,902  
|                                                                                                                                 |  |        |         |   |                       |   |         |                         |  |   |              |   |  |              |         |   |  |   |        



15



---

Condensed Consolidating Statements of Earnings

Nine months ended September 30, 2007

(Unaudited, in thousands)



|                                                                                  |  |        |         |   |                       |   |           |                          |  |   |              |   |  |              |         |   |  |   |          
|--------------------------------------------------------------------------------- |  | ------ | ------- | - | --------------------- | - | --------- | ------------------------ |  | - | ------------ | - |  | ------------ | ------- | - |  | - | ---------
|                                                                                  |  | Parent |         |   | GuarantorSubsidiaries |   |           | Non- GuarantorSubsidiary |  |   | Eliminations |   |  | Consolidated
|Net sales                                                                         |  | $      |        |   |                       | $ | 1,046,406 |                          |  | $ | 47,630       |   |  | $            | (37,051 | ) |  | $ | 1,056,985
|Cost of sales                                                                     |  |        |        |   |                       |   | 874,743   |                          |  |   | 43,428       |   |  |              | (37,051 | ) |  |   | 881,120  
|                                                                                  |  |        |         |   |                       |   |           |                          |  |   |              |   |  |              |         |   |  |   |          
|Gross profit                                                                      |  |        |        |   |                       |   | 171,663   |                          |  |   | 4,202        |   |  |              |        |   |  |   | 175,865  
|Selling, general and administrative expenses                                      |  |        | 7,857   |   |                       |   | 105,908   |                          |  |   | 3,346        |   |  |              | (5,448  | ) |  |   | 111,663  
|Plant closing expenses                                                            |  |        |        |   |                       |   |          |                          |  |   | 1,525        |   |  |              |        |   |  |   | 1,525    
|                                                                                  |  |        |         |   |                       |   |           |                          |  |   |              |   |  |              |         |   |  |   |          
|Operating profit (loss)                                                           |  |        | (7,857  | ) |                       |   | 65,755    |                          |  |   | (669         | ) |  |              | 5,448   |   |  |   | 62,677   
|Interest expense, net                                                             |  |        | 38,534  |   |                       |   | (546      | )                        |  |   | 1,421        |   |  |              |        |   |  |   | 39,409   
|Other expense (income)                                                            |  |        | (5,448  | ) |                       |   |          |                          |  |   |             |   |  |              | 5,448   |   |  |   |         
|                                                                                  |  |        |         |   |                       |   |           |                          |  |   |              |   |  |              |         |   |  |   |          
|Earnings (loss) before equity in earnings (loss) of subsidiaries and income taxes |  |        | (40,943 | ) |                       |   | 66,301    |                          |  |   | (2,090       | ) |  |              |        |   |  |   | 23,268   
|Equity in earnings (loss) of subsidiaries                                         |  |        | 42,078  |   |                       |   | (2,070    | )                        |  |   |             |   |  |              | (40,008 | ) |  |   |         
|                                                                                  |  |        |         |   |                       |   |           |                          |  |   |              |   |  |              |         |   |  |   |          
|Earnings (loss) before income taxes                                               |  |        | 1,135   |   |                       |   | 64,231    |                          |  |   | (2,090       | ) |  |              | (40,008 | ) |  |   | 23,268   
|Income tax expense (benefit)                                                      |  |        | (13,718 | ) |                       |   | 22,153    |                          |  |   | (20          | ) |  |              |        |   |  |   | 8,415    
|                                                                                  |  |        |         |   |                       |   |           |                          |  |   |              |   |  |              |         |   |  |   |          
|Net earnings (loss)                                                               |  | $      | 14,853  |   |                       | $ | 42,078    |                          |  | $ | (2,070       | ) |  | $            | (40,008 | ) |  | $ | 14,853   
|                                                                                  |  |        |         |   |                       |   |           |                          |  |   |              |   |  |              |         |   |  |   |          



16



---

Condensed Consolidating Statements of Earnings

Nine months ended September 30, 2006

(Unaudited, in thousands)



|                                                                                                                                 |  |        |         |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |        
|-------------------------------------------------------------------------------------------------------------------------------- |  | ------ | ------- | - | --------------------- | - | ------- | ------------------------ |  | - | ------------ | - |  | ------------ | ------- | - |  | - | -------
|                                                                                                                                 |  | Parent |         |   | GuarantorSubsidiaries |   |         | Non- GuarantorSubsidiary |  |   | Eliminations |   |  | Consolidated
|Net sales                                                                                                                        |  | $      |        |   |                       | $ | 888,090 |                          |  | $ | 41,146       |   |  | $            | (13,992 | ) |  | $ | 915,244
|Cost of sales                                                                                                                    |  |        |        |   |                       |   | 721,604 |                          |  |   | 38,378       |   |  |              | (13,992 | ) |  |   | 745,990
|                                                                                                                                 |  |        |         |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |        
|Gross profit                                                                                                                     |  |        |        |   |                       |   | 166,486 |                          |  |   | 2,768        |   |  |              |        |   |  |   | 169,254
|Selling, general and administrative expenses                                                                                     |  |        | 9,713   |   |                       |   | 94,300  |                          |  |   | 4,036        |   |  |              | (4,121  | ) |  |   | 103,928
|                                                                                                                                 |  |        |         |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |        
|Operating profit (loss)                                                                                                          |  |        | (9,713  | ) |                       |   | 72,186  |                          |  |   | (1,268       | ) |  |              | 4,121   |   |  |   | 65,326 
|Interest expense, net                                                                                                            |  |        | 37,686  |   |                       |   | (145    | )                        |  |   | 1,408        |   |  |              |        |   |  |   | 38,949 
|Other expense (income)                                                                                                           |  |        | (4,121  | ) |                       |   |        |                          |  |   |             |   |  |              | 4,121   |   |  |   |       
|                                                                                                                                 |  |        |         |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |        
|Earnings (loss) before equity in earnings (loss) of subsidiaries, income taxes and equity in losses of unconsolidated
subsidiary |  |        | (43,278 | ) |                       |   | 72,331  |                          |  |   | (2,676       | ) |  |              |        |   |  |   | 26,377 
|Equity in earnings (loss) of subsidiaries                                                                                        |  |        | 42,562  |   |                       |   | (1,381  | )                        |  |   |             |   |  |              | (41,181 | ) |  |   |       
|                                                                                                                                 |  |        |         |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |        
|Earnings (loss) before income taxes and equity in losses of unconsolidated subsidiary                                            |  |        | (716    | ) |                       |   | 70,950  |                          |  |   | (2,676       | ) |  |              | (41,181 | ) |  |   | 26,377 
|Income tax expense (benefit)                                                                                                     |  |        | (15,280 | ) |                       |   | 25,675  |                          |  |   | (1,295       | ) |  |              |        |   |  |   | 9,100  
|                                                                                                                                 |  |        |         |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |        
|Earnings (loss) before equity in losses of unconsolidated subsidiary                                                             |  |        | 14,564  |   |                       |   | 45,275  |                          |  |   | (1,381       | ) |  |              | (41,181 | ) |  |   | 17,277 
|Equity in losses of unconsolidated subsidiary                                                                                    |  |        |        |   |                       |   | 2,713   |                          |  |   |             |   |  |              |        |   |  |   | 2,713  
|                                                                                                                                 |  |        |         |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |        
|Net earnings (loss)                                                                                                              |  | $      | 14,564  |   |                       | $ | 42,562  |                          |  | $ | (1,381       | ) |  | $            | (41,181 | ) |  | $ | 14,564 
|                                                                                                                                 |  |        |         |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |        



17



---

Condensed Consolidating Statements of Cash Flows

Nine months ended September 30, 2007

(Unaudited, in thousands)



|                                                      |  |        |        |   |                       |   |         |                          |  |   |              |   |  |   |         |  
|----------------------------------------------------- |  | ------ | ------ | - | --------------------- | - | ------- | ------------------------ |  | - | ------------ | - |  | - | ------- | -
|                                                      |  | Parent |        |   | GuarantorSubsidiaries |   |         | Non- GuarantorSubsidiary |  |   | Consolidated |  
|Net cash (used in) provided by operating activities   |  | $      | 22,789 |   |                       | $ | 23,511  |                          |  | $ | 1,679        |   |  | $ | 47,979  |  
|Cash flows from investing activities:                 |  |        |        |   |                       |   |         |                          |  |   |              |   |  |   |         |  
|Capital expenditures                                  |  |        |       |   |                       |   | (21,147 | )                        |  |   | (183         | ) |  |   | (21,330 | )
|Other assets                                          |  |        | (7     | ) |                       |   | (92     | )                        |  |   |             |   |  |   | (99     | )
|                                                      |  |        |        |   |                       |   |         |                          |  |   |              |   |  |   |         |  
|Net cash used in investing activities                 |  |        | (7     | ) |                       |   | (21,239 | )                        |  |   | (183         | ) |  |   | (21,429 | )
|Cash flows from financing activities:                 |  |        |        |   |                       |   |         |                          |  |   |              |   |  |   |         |  
|Payments on long-term debt                            |  |        |       |   |                       |   | (325    | )                        |  |   | (1,257       | ) |  |   | (1,582  | )
|Payments on stock options exercised/share repurchases |  |        | (66    | ) |                       |   |        |                          |  |   |             |   |  |   | (66     | )
|Investment from parent                                |  |        | 500    |   |                       |   |        |                          |  |   |             |   |  |   | 500     |  
|Investment in subsidiaries                            |  |        | 1,947  |   |                       |   | (1,947  | )                        |  |   |             |   |  |   |        |  
|                                                      |  |        |        |   |                       |   |         |                          |  |   |              |   |  |   |         |  
|Net cash provided by (used in) financing activities   |  |        | 2,381  |   |                       |   | (2,272  | )                        |  |   | (1,257       | ) |  |   | (1,148  | )
|Effect of exchange rate changes on cash               |  |        |       |   |                       |   |        |                          |  |   | 234          |   |  |   | 234     |  
|                                                      |  |        |        |   |                       |   |         |                          |  |   |              |   |  |   |         |  
|Net increase in cash and equivalents                  |  |        | 25,163 |   |                       |   |        |                          |  |   | 473          |   |  |   | 25,636  |  
|Cash and equivalents at beginning of period           |  |        | 20,727 |   |                       |   |        |                          |  |   | 849          |   |  |   | 21,576  |  
|                                                      |  |        |        |   |                       |   |         |                          |  |   |              |   |  |   |         |  
|Cash and equivalents at end of period                 |  | $      | 45,890 |   |                       | $ |        |                          |  | $ | 1,322        |   |  | $ | 47,212  |  
|                                                      |  |        |        |   |                       |   |         |                          |  |   |              |   |  |   |         |  
|                                                      |  |        |        |  
|Supplemental Disclosures:                             |  |        |        |   |                       |   |         |                          |  |   |              |   |  |   |         |  
|Non-cash industrial revenue bond guarantees           |  | $      |       |   |                       | $ | 6,000   |                          |  | $ |             |   |  | $ | 6,000   |  
|                                                      |  |        |        |   |                       |   |         |                          |  |   |              |   |  |   |         |  



18



---

Condensed Consolidating Statements of Cash Flows

Nine months ended September 30, 2006

(Unaudited, in thousands)



|                                                    |  |        |        |   |                       |   |         |                          |  |   |              |   |  |   |         |  
|--------------------------------------------------- |  | ------ | ------ | - | --------------------- | - | ------- | ------------------------ |  | - | ------------ | - |  | - | ------- | -
|                                                    |  | Parent |        |   | GuarantorSubsidiaries |   |         | Non- GuarantorSubsidiary |  |   | Consolidated |  
|Net cash provided by operating activities           |  | $      | 6,647  |   |                       | $ | 20,181  |                          |  | $ | 1,597        |   |  | $ | 28,425  |  
|Cash flows from investing activities:               |  |        |        |   |                       |   |         |                          |  |   |              |   |  |   |         |  
|Capital expenditures                                |  |        | (10    | ) |                       |   | (21,686 | )                        |  |   | (435         | ) |  |   | (22,131 | )
|Other assets                                        |  |        | (101   | ) |                       |   | 3       |                          |  |   |             |   |  |   | (98     | )
|                                                    |  |        |        |   |                       |   |         |                          |  |   |              |   |  |   |         |  
|Net cash used in investing activities               |  |        | (111   | ) |                       |   | (21,683 | )                        |  |   | (435         | ) |  |   | (22,229 | )
|Cash flows from financing activities:               |  |        |        |   |                       |   |         |                          |  |   |              |   |  |   |         |  
|Payments on long-term debt                          |  |        | (1,350 | ) |                       |   |        |                          |  |   | (1,985       | ) |  |   | (3,335  | )
|Investment in subsidiaries                          |  |        | (2,420 | ) |                       |   | 1,502   |                          |  |   | 918          |   |  |   |        |  
|                                                    |  |        |        |   |                       |   |         |                          |  |   |              |   |  |   |         |  
|Net cash provided by (used in) financing activities |  |        | (3,770 | ) |                       |   | 1,502   |                          |  |   | (1,067       | ) |  |   | (3,335  | )
|Effect of exchange rate changes on cash             |  |        |       |   |                       |   |        |                          |  |   | 38           |   |  |   | 38      |  
|                                                    |  |        |        |   |                       |   |         |                          |  |   |              |   |  |   |         |  
|Net increase in cash and equivalents                |  |        | 2,766  |   |                       |   |        |                          |  |   | 133          |   |  |   | 2,899   |  
|Cash and equivalents at beginning of period         |  |        | 41,153 |   |                       |   |        |                          |  |   | 1,026        |   |  |   | 42,179  |  
|                                                    |  |        |        |   |                       |   |         |                          |  |   |              |   |  |   |         |  
|Cash and equivalents at end of period               |  | $      | 43,919 |   |                       | $ |        |                          |  | $ | 1,159        |   |  | $ | 45,078  |  
|                                                    |  |        |        |   |                       |   |         |                          |  |   |              |   |  |   |         |  



19



---

|ITEM 2 | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------ | -------------------------------------------------------------------------------------

General

We are a producer and distributor of specialty egg products to the foodservice, retail and
food ingredient markets. We are also a producer and distributor of refrigerated potato products to the foodservice and retail grocery markets. Additionally, we distribute refrigerated food items, primarily cheese and other dairy products, to the
retail grocery market, predominantly in the central United States. We focus our growth efforts on the specialty sectors within our food categories and strive to be a market leader in product innovation and low-cost production. We have a strategic
focus on value-added processing of food products which is designed to capitalize on key food industry trends, such as (i) the desire for improved safety and convenience, (ii) the focus by foodservice operators on reducing labor and waste,
and (iii) the growing trend toward food consumption away from home. We believe our operational scale, product breadth and geographic scope make us an attractive and important strategic partner for our larger customers.

Commodities and Product Pricing

The principal market
risks to which we are exposed that may adversely affect our results of operations and financial position include changes in future commodity prices and interest rates. We seek to minimize or manage these market risks through normal operating and
financing activities and with commodity contracts and interest rate swap agreements, where practicable. We do not trade or use instruments with the objective of earning financial gains on the commodity price or interest rate fluctuations, nor do we
use instruments where there are not underlying exposures.

The profit margins we earn on many of our products are sensitive to changes in
commodity prices. Generally, 70-75% of the Egg Products Divisions annual net sales come from higher value-added egg products, such as extended shelf-life liquid and precooked products, with the remainder coming from products mainly used in the
food ingredients market, or shell eggs. Gross profit margins for higher value-added egg products are generally less sensitive to commodity price fluctuations, such as grains used for hen feed and certain externally sourced eggs, than are other egg
products or shell eggs; however, we are unable to adjust product pricing for these products as quickly as we are for other egg products and shell eggs when our costs change. Margins for our food ingredient egg products and shell eggs are more
commodity price-sensitive than are higher value-added product sales. Gross profit from shell eggs is primarily dependent upon the relationship between shell egg prices and the cost of feed, both of which can fluctuate significantly. Shell egg
pricing, which is generally indicative of the price trend for external eggs we purchase to convert into liquid, and which often foretells market pricing for an array of egg products, was approximately 111% higher in the first nine months of 2007
than in the comparable 2006 period (as measured by Urner Barry Publications). Feed costs, determined largely by corn and soybean meal prices, increased approximately 48% year-over-year in the 2007 period.

Crystal Farms derives 80% to 90% of its net sales from refrigerated products produced by others, thereby somewhat reducing the effects of commodity price
swings. However, a majority of the 80% to 90% of net sales represents cheese and butter, and the costs for both fluctuate with national dairy markets. Time lags between cost changes for these lines and wholesale/retail pricing changes can result in
significant margin expansion or compression. The national cheese market has exhibited notable strength in 2007, with block cheese prices up 59% in the third quarter of 2007 and 37% for the first nine months of 2007, year-over-year. Apart from sales
from refrigerated products, the balance of Crystal Farms sales are mainly from shell eggs, some of which are produced by the Egg Products Division, sold on a distribution, or non-commodity, basis.

The Potato Products Division purchases approximately 90% to 95% of its raw potatoes from contract producers under annual contracts. The remainder is
purchased at market prices to satisfy short-term production requirements or to take advantage of market prices when they are lower than contracted prices. Moderate variations in the purchase price of raw materials or the selling price per pound of
finished products can have a significant effect on the Potato Products Divisions operating results.

Results of Operations

Readers are directed to Note GBusiness Segments for data on the unaudited financial results of our business segments for the three and nine month
periods ended September 30, 2007.

Three Months Ended September 30, 2007 as Compared to Three Months Ended September 30, 2006

Net Sales.Net sales for the three months ended September 30, 2007 increased $72.2 million, or 23%, to $381.1 million from
$308.9 million for the three months ended September 30, 2006. The increased sales reflected increased volumes and higher market-related pricing.



20



---

Egg Products Division Net Sales.Egg Products Division external net sales for the three months
ended September 30, 2007 increased $49.9 million, or 23%, to $266.5 million from $216.6 million for the three months ended September 30, 2006. External net sales in the 2007 period increased for all of our egg products categories, with the
food ingredient product lines showing the strongest increase, as compared to the 2006 period. Unit sales in the 2007 period increased for all categories, other than short shelf-life liquid, with overall unit sales up 1% from 2006 period levels. Unit
sales of higher value-added lines rose by over 5% in the 2007 period as compared to the 2006 period, paced by strong sales of extended shelf-life liquid eggs. Year-over-year pricing improved for all product lines, with significant gains seen in food
ingredient egg products, reflecting higher market-related pricing.

Crystal Farms Net Sales.Crystal Farms external net sales for
the three months ended September 30, 2007 increased $21.3 million, or 34%, to $84.5 million from $63.2 million for the three months ended September 30, 2006. This increase was due primarily to a significantly higher market price for
cheese, along with the addition of a national account. Additionally, shell egg sales increased 66% in the 2007 period due to sharply higher market prices. Unit sales for distributed products (excluding shell eggs) increased 11% in the 2007 period as
compared to the 2006 period, reflecting a rise in private label cheese volumes.

Potato Products Division Net Sales.Potato Products
Division external net sales for the three months ended September 30, 2007 increased $0.8 million, or 3%, to $30.0 million from $29.2 million for the three months ended September 30, 2006. Unit sales increased 2% in the 2007 period, as
compared to 2006 period levels. Foodservice and retail unit sales both increased slightly in the 2007 period as compared to 2006 period levels. Pricing in the 2007 period was higher for retail items as compared to 2006 period levels, but declined
slightly for certain key foodservice items.

Gross Profit.Gross profit for the three months ended September 30, 2007 increased
$4.4 million, or 8%, to $63.1 million from $58.7 million for the three months ended September 30, 2006. Sales growth caused the 2007 period gross profit increase. Our gross profit margin decreased to 16.6% in the 2007 period as compared to
19.0% in the 2006 period. The lower gross profit margin reflected a decreased gross profit margin in the Egg Products Division, reflecting increased egg costs which we were unable to fully pass-through to our foodservice customers in a timely
manner. Somewhat offsetting this gross margin pressure was a notably positive gross margin contribution from food ingredient egg products compared to margins from these products in the 2006 period. Gross margins also declined significantly in the
2007 period for the key branded cheese business of Crystal Farms, reflecting the rapid rise of domestic cheese costs.

Selling, General
and Administrative Expenses.Selling, general and administrative expenses for the three months ended September 30, 2007 increased $2.9 million, or 8%, to $38.1 million from $35.2 million for the three months ended September 30, 2006.
The increase is due to increases in our incentive accrual and selling and marketing costs, the latter coinciding with the increase in our net sales. The 2006 period included a one-time expense of approximately $3.0 million for severance paid to the
estate of our deceased former President. Selling, general and administrative expenses decreased to 10.0% of net sales in the 2007 period compared with 11.4% for the 2006 period, reflecting the significant sales growth.

Plant Closing Expenses.In March 2007 we closed our plant in St. Marys, Ontario. In September 2007 we recorded additional asset impairment charges
on plant assets of $1.3 million related to plant equipment write-offs.

Operating Profit.Operating profit for the three months
ended September 30, 2007 increased $0.3 million, or approximately 1%, to $23.7 million from $23.4 million for the three months ended September 30, 2006. Our operating profit margin decreased to 6.2% in the 2007 period from 7.6% in the 2006
period due to the decline in gross profit margin noted above.

Egg Products Division Operating Profit.Egg Products Division
operating profit for the three months ended September 30, 2007 increased $1.7 million, or 9%, to $20.3 million from $18.6 million for the three months ended September 30, 2006. Operating profits decreased for our higher value-added lines
overall, with food ingredient egg products showing operating profits versus losses year-over-year. For the Divisions core higher value-added products, sold mainly in the foodservice channel, we experienced significantly higher ingredient
costs, mainly from internal and external eggs, which could not, in many cases, be readily passed-through to customers in a timely manner.

Crystal Farms Operating Profit.Crystal Farms operating profit for the three months ended September 30, 2007 decreased $2.7 million, or 62%, to $1.7 million from $4.4 million for the three months ended September 30, 2006.
Operating profits for our key product line, branded cheese, decreased significantly in the 2007 period, as compared to the 2006 period, due to historically high cheese costs and normal delays in adjusting prices to our retail and wholesale grocery
customers.

Potato Products Division Operating Profit.Potato Products Division operating profit for the three months ended
September 30, 2007 decreased $0.7 million, or 14%, to $4.4 million from $5.1 million for the three months ended September 30, 2006. Much of the 2007 period decrease was within the foodservice channel and resulted from lower pricing, higher raw
material costs and reduced processing yields affecting gross profit margins.



21



---

Equity in Losses of Unconsolidated Subsidiary. The 2006 period loss of $2.6 million relates to our
Belgian joint venture and included a $1.8 million valuation allowance on the investment in the joint venture. We wrote the investment off in September 2006.

Interest Expense and Income Taxes.Net interest expense decreased by approximately $1.0 million in the 2007 period compared to the 2006 period, reflecting reduced interest rates and a reduction in interest due
to a $60 million voluntary debt repayment in the fourth quarter of 2006. This decrease was somewhat offset by additional amortization of debt issuance costs. Our effective tax rate on earnings before income taxes and equity in losses of
unconsolidated subsidiary was 35.0% in the 2007 period compared to 33.2% in the 2006 period. The effective rate was affected by the amount of permanent differences between book and taxable income, including the qualified production activities
deduction created by The American Jobs Creation Act of 2004. Additionally, the rate for 2007 was affected by the increase in the valuation allowance associated with one of our foreign subsidiaries.

Nine Months Ended September 30, 2007 as Compared to Nine Months Ended September 30, 2006

Net Sales.Net sales for the nine months ended September 30, 2007 increased $141.8 million, or 15.5%, to $1,057.0 million from $915.2 million
for the nine months ended September 30, 2006. The increased sales reflected increased volumes and higher market-related pricing.

Egg Products Division Net Sales.Egg Products Division external net sales for the nine months ended September 30, 2007 increased $102.1 million, or 16%, to $739.2 million from $637.1 million for the nine months ended
September 30, 2006. External net sales in the 2007 period increased for all of our egg products categories, with certain food ingredient product lines showing the strongest gains, as compared to the 2006 period. Unit sales increased for most
categories, with overall 2007 period unit sales up 2% from 2006 period levels. Year-over-year pricing improved for all lines, with significant gains seen in food ingredient egg products, reflecting higher market-related pricing.

Crystal Farms Net Sales.Crystal Farms external net sales for the nine months ended September 30, 2007 increased $35.0 million, or 18%, to
$231.1 million from $196.1 million for the nine months ended September 30, 2006. This increase was due primarily to a higher market price for cheese, along with the addition of a national account. Additionally, shell egg sales increased 36% in
the 2007 period due to sharply higher market prices. Unit sales for distributed products (excluding shell eggs) increased 6% in the 2007 period as compared to the 2006 period, mainly reflecting a rise in private label cheese and bagel sales volumes.

Potato Products Division Net Sales.Potato Products Division external net sales for the nine months ended September 30, 2007
increased $4.6 million, or 6%, to $86.6 million from $82.0 million for the nine months ended September 30, 2006. Unit sales increased 3% in the 2007 period as compared to 2006 period levels. Net sales and unit sales increased in the 2007 period
in both the foodservice and retail trade channels. Pricing in the retail trade channel was higher in the 2007 period than in the 2006 period, but declined slightly in the foodservice channel.

Gross Profit.Gross profit for the nine months ended September 30, 2007 increased $6.6 million, or 4%, to $175.9 million from $169.3 million
for the nine months ended September 30, 2006. Sales growth caused the 2007 period gross profit increase. Our gross profit margin decreased to 16.6% compared to 18.5% in the same period in 2006. The lower gross profit margin reflected a
decreased gross profit margin in the Egg Products Division, reflecting increased egg costs which we were unable to fully pass-through to our foodservice customers in a timely manner. Somewhat offsetting this gross margin pressure was a notably
positive gross margin contribution from food ingredient egg products as compared to margins from these products in the 2006 period. Gross margins also declined in the 2007 period for the key branded cheese business of Crystal Farms, reflecting the
rapid rise of domestic cheese costs.

Selling, General and Administrative Expenses.Selling, general and administrative expenses for
the nine months ended September 30, 2007 increased $7.8 million, or 7%, to $111.7 million from $103.9 million for the nine months ended September 30, 2006. The increase was mainly due to increases in the incentive accrual and selling and
marketing costs, the latter coinciding with the increase in our net sales. The 2006 period included a one-time expense of $3.0 million for severance paid to the estate of our deceased former President. Selling, general and administrative expenses
decreased to 10.6% of net sales in the 2007 period compared with 11.4% for the 2006 period, reflecting the significant sales growth.



22



---

Plant Closing Expenses.In March 2007 we closed our plant in St. Marys, Ontario. During the nine
months ended September 30, 2007 we recorded $0.2 million of severance costs and $1.3 million of asset impairment charges related to plant equipment write-offs.

Operating Profit.Operating profit for the nine months ended September 30, 2007 decreased $2.6 million, or approximately 4%, to $62.7 million from $65.3 million for the nine months ended September 30,
2006. Our operating profit margin decreased to 5.9% in the 2007 period from 7.1% in the 2006 period due to the decline in gross profit margin noted above.

Egg Products Division Operating Profit.Egg Products Division operating profit for the nine months ended September 30, 2007 decreased $0.1 million, or 0.1%, to $50.0 million from $50.1 million for the nine
months ended September 30, 2006. Operating profits decreased for all higher value-added lines, with food ingredient egg products showing operating profits versus significant losses year-over-year. For the Divisions core higher value-added
products, sold mainly in the foodservice channel, we experienced significantly higher ingredient costs, mainly from internal and external eggs, which could not, in many cases, be readily passed-through to customers in a timely manner.

Crystal Farms Operating Profit.Crystal Farms operating profit for the nine months ended September 30, 2007 decreased $3.6 million, or 30%,
to $8.5 million from $12.1 million for the nine months ended September 30, 2006. Operating profits for our key product line, branded cheese, decreased in the 2007 period, as compared to the 2006 period, due to historically high cheese costs and
normal delays in adjusting prices to our retail and wholesale grocery customers.

Potato Products Division Operating Profit.Potato
Products Division operating profit for the nine months ended September 30, 2007 decreased $0.7 million, or 6%, to $12.1 million from $12.8 million for the nine months ended September 30, 2006. Much of the 2007 period decrease was within
the foodservice channel and resulted from lower pricing, higher raw material costs and reduced processing yields affecting gross profit margins.

Equity in Losses of Unconsolidated Subsidiary. The 2006 period loss of $2.7 million relates to our Belgian joint venture and included a $1.8 million valuation allowance on the investment in the joint venture. We wrote the investment
off in September 2006.

Interest Expense and Income Taxes.Net interest expense increased by approximately $0.5 million in the 2007
period compared to the 2006 period, reflecting additional amortization of debt issuance costs. Our effective tax rate on earnings before equity in losses of unconsolidated subsidiary was 36.2% in the 2007 period compared to 34.5% in the 2006 period.
The effective rate was affected by the amount of permanent differences between book and taxable income, including the qualified production activities deduction created by The American Jobs Creation Act of 2004. Additionally, the rate for 2007 was
affected by the increase in the valuation allowance associated with one of our foreign subsidiaries.

Liquidity and Capital Resources

Historically, we have financed our liquidity requirements through internally generated funds, senior bank borrowings and the issuance of other
indebtedness. We believe such sources remain viable financing alternatives to meet our anticipated needs. Our investments in acquisitions, joint ventures and capital expenditures have been a significant use of capital. We plan to continue to invest
in advanced production facilities to enhance our competitive position.

Cash flow provided by operating activities was $48.0 million for
the nine months ended September 30, 2007, compared to $28.4 million in the 2006 period. Our cash flows used in investing activities decreased to $21.4 million for the nine months ended September 30, 2007 from $22.2 million for the 2006
period. Cash flows from financing activities included payments on long-term debt and the investment by our new Chief Executive Officer-Elect, President and Chief Operating Officer in equity securities of Michael Foods Investors, LLC (our ultimate
parent entity). We relied on internally generated funds for our capital requirements.

We continue to have substantial annual cash interest
expense. Our senior credit facility requires us to meet a minimum interest coverage ratio and a maximum leverage ratio. In addition, the senior credit facility and the indenture relating to the 8% senior subordinated notes due 2013 contain certain
restrictive covenants which, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, prepayments of other indebtedness, liens
and encumbrances and other matters customarily restricted in these agreements. Our failure to comply with these covenants could result in an event of default, which if not cured or waived could have a material adverse effect on our results of
operations, financial position and cash flow. In general, the debt covenants limit our discretion in the operation of our businesses. We were in compliance with all of the covenants under the senior credit facility and the indenture as of
September 30, 2007.



23



---

The following is a calculation of our minimum interest coverage and maximum leverage ratios under our
senior credit facility for the twelve-month periods ended September 30, 2007 and 2006. The terms and related calculations are defined in our senior credit facility, which agreement and amendments thereto were included as Exhibit 10.1 of our
registration statement on Form S-4 (Registration No. 333-112714) as filed with the Commission on February 11, 2004, as Exhibit 10.33 to our current report on Form 8-K as filed with the Commission on September 22, 2004 and as Exhibit
10.1 to our current report on Form 8-K as filed with the Commission on May 18, 2005.



|                                                                                                      |  |                                   |         |   |      |   |         |  
|----------------------------------------------------------------------------------------------------- |  | --------------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                                      |  | Twelve Months Ended September 30, |        
|                                                                                                      |  | 2007                              |         |   | 2006 |  
|                                                                                                      |  | (Unaudited, in thousands)         |        
|Calculation of Interest Coverage Ratio:                                                               |  |                                   |         |   |      |   |         |  
|Consolidated EBITDA (1)                                                                               |  | $                                 | 175,261 |   |      | $ | 179,706 |  
|Consolidated Cash Interest Expense (2)                                                                |  |                                   | 51,327  |   |      |   | 51,195  |  
|Actual Interest Coverage Ratio (Ratio of consolidated EBITDA to consolidated interest expense)        |  |                                   | 3.41    | x |      |   | 3.51    | x
|Minimum Permitted Interest Coverage Ratio                                                             |  |                                   | 2.50    | x |      |   | 2.25    | x
|Calculation of Leverage Ratio:                                                                        |  |                                   |         |   |      |   |         |  
|Funded Indebtedness (3)                                                                               |  | $                                 | 664,470 |   |      | $ | 720,133 |  
|Less: Cash and equivalents                                                                            |  |                                   | (47,212 | ) |      |   | (45,078 | )
|                                                                                                      |  |                                   |         |   |      |   |         |  
|Funded Indebtedness, net of cash                                                                      |  |                                   | 617,258 |   |      |   | 675,055 |  
|Consolidated EBITDA (1)                                                                               |  |                                   | 175,261 |   |      |   | 179,706 |  
|Actual Leverage Ratio (Ratio of funded indebtedness less cash and equivalents to consolidated EBITDA) |  |                                   | 3.52    | x |      |   | 3.76    | x
|Maximum Permitted Leverage Ratio                                                                      |  |                                   | 4.50    | x |      |   | 5.00    | x

---

|(1) | Consolidated EBITDA (earnings before interest expense, taxes, depreciation and amortization) is defined in our senior credit facility as follows:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                                       |  |                                  |         |      |   |         |  
|-------------------------------------------------------------------------------------- |  | -------------------------------- | ------- | ---- | - | ------- | -
|                                                                                       |  | Twelve Months EndedSeptember 30, |        
|                                                                                       |  | 2007                             |         | 2006 |  
|                                                                                       |  | (Unaudited, in thousands)        |        
|Net earnings                                                                           |  | $                                | 19,444  |      | $ | 29,060  |  
|Interest expense, excluding amortization of debt issuance costs                        |  |                                  | 49,912  |      |   | 49,911  |  
|Amortization of debt issuance costs                                                    |  |                                  | 6,592   |      |   | 1,587   |  
|Income tax expense                                                                     |  |                                  | 15,609  |      |   | 8,754   |  
|Depreciation and amortization                                                          |  |                                  | 75,467  |      |   | 73,943  |  
|Equity sponsor management fee                                                          |  |                                  | 1,763   |      |   | 1,855   |  
|Expenses related to industrial revenue bonds guaranteed by certain of our subsidiaries |  |                                  | 991     |      |   | 989     |  
|Other (a)                                                                              |  |                                  | 6,246   |      |   | 12,131  |  
|                                                                                       |  |                                  |         |      |   |         |  
|                                                                                       |  |                                  | 176,024 |      |   | 178,230 |  
|minus: Unrealized gains (losses) on swap contracts                                     |  |                                  | 763     |      |   | (1,476  | )
|                                                                                       |  |                                  |         |      |   |         |  
|Consolidated EBITDA, as defined in our senior credit facility                          |  | $                                | 175,261 |      | $ | 179,706 |  
|                                                                                       |  |                                  |         |      |   |         |  

---

|(a) | Reflects the following:
|--- | -----------------------



|                                                                                     |  |                                   |       |      |   |        |  
|------------------------------------------------------------------------------------ |  | --------------------------------- | ----- | ---- | - | ------ | -
|                                                                                     |  | Twelve Months Ended September 30, |      
|                                                                                     |  | 2007                              |       | 2006 |  
|                                                                                     |  | (Unaudited, in thousands)         |      
|Equity in losses of unconsolidated subsidiaries                                      |  | $                                 |      |      | $ | 2,457  |  
|Losses (gains) from the disposition of assets not in the ordinary course of business |  |                                   | 4,178 |      |   | (214   | )
|Non-cash compensation                                                                |  |                                   | 1,451 |      |   | 1,767  |  
|Debt extinguishment expenses which do not represent a cash item                      |  |                                   |      |      |   | 4,134  |  
|Letter of credit fees                                                                |  |                                   | 139   |      |   | 139    |  
|Other non-recurring charges                                                          |  |                                   | 478   |      |   | 3,848  |  
|                                                                                     |  |                                   |       |      |   |        |  
|                                                                                     |  | $                                 | 6,246 |      | $ | 12,131 |  
|                                                                                     |  |                                   |       |      |   |        |  



24



---

|(2) | Consolidated cash interest expense, as calculated in our senior credit facility, was as follows:
|--- | ------------------------------------------------------------------------------------------------



|                                    |  |                                   |        |      |   |       
|----------------------------------- |  | --------------------------------- | ------ | ---- | - | ------
|                                    |  | Twelve Months Ended September 30,
|                                    |  | 2007                              |        | 2006
|                                    |  | (Unaudited, in thousands)        
|Interest expense, net               |  | $                                 | 56,388 |      | $ | 50,918
|Interest income                     |  |                                   | 1,531  |      |   | 1,864 
|                                    |  |                                   |        |      |   |       
|Gross interest expense              |  |                                   | 57,919 |      |   | 52,782
|minus:                              |  |                                   |        |      |   |       
|Amortization of debt issuance costs |  |                                   | 6,592  |      |   | 1,587 
|                                    |  |                                   |        |      |   |       
|Consolidated cash interest expense  |  | $                                 | 51,327 |      | $ | 51,195
|                                    |  |                                   |        |      |   |       



|(3) | Funded indebtedness was as follows:
|--- | -----------------------------------



|                                                                          |  |                           |         |      |   |        
|------------------------------------------------------------------------- |  | ------------------------- | ------- | ---- | - | -------
|                                                                          |  | September 30,            
|                                                                          |  | 2007                      |         | 2006
|                                                                          |  | (Unaudited, in thousands)
|Term loan facility                                                        |  | $                         | 477,300 |      | $ | 538,650
|8% senior subordinated notes                                              |  |                           | 150,000 |      |   | 150,000
|Insurance bonds                                                           |  |                           | 470     |      |   | 405    
|Guarantee obligations (see debt guarantees described below)               |  |                           | 21,106  |      |   | 15,788 
|Capital leases                                                            |  |                           | 5,768   |      |   | 6,036  
|Standby letters of credit (primarily with our casualty insurance carrier) |  |                           | 7,027   |      |   | 6,469  
|Funded indebtedness of Trilogy Egg Products, Inc.                         |  |                           | 2,749   |      |   | 2,735  
|Other                                                                     |  |                           | 50      |      |   | 50     
|                                                                          |  |                           |         |      |   |        
|                                                                          |  | $                         | 664,470 |      | $ | 720,133
|                                                                          |  |                           |         |      |   |        

We use EBITDA as a measurement of our financial results because we believe it is indicative of the
relative strength of our operating performance, it is used to determine incentive compensation levels and it is a key measurement contained in the financial covenants of our senior indebtedness.

As of September 30, 2007, approximately $477.3 million was outstanding under the senior credit facility, and additional capacity of approximately
$7.0 million was used under our $100 million revolving line of credit for outstanding letters of credit. The weighted average interest rate for our borrowings under the senior credit facility was approximately 7.4% at September 30, 2007. Given
our business trends and cash flow forecast, we do not anticipate any use of the revolving line of credit in the near future, except for letters of credit purposes. However, it is possible that one or more acquisitions could arise, which could result
in much, or all, of the revolving line of credit being utilized at some point.

We have guaranteed, through our Waldbaum subsidiary, the
repayment of certain industrial revenue bonds used for the expansion of the wastewater treatment facilities of three municipalities where we have food processing facilities. The repayment of these bonds is funded through the wastewater treatment
charges paid by us to the three municipalities. However, should those charges not be sufficient to fund the bond payments as they become due, we have agreed to pay any shortfall. In May 2007, a $6.0 million bond financing was completed by one of the
three municipalities, the City of Wakefield, Nebraska, at an annual interest rate of 8.2159%, with such proceeds to be used for the completion of construction of the wastewater treatment facility. The wastewater treatment facility is expected to be
operational in early 2008. We have guaranteed the principal and interest payments related to these bonds, which mature September 15, 2017. These bonds along with the original $10.25 million guaranteed in September 2005, are included in current
maturities of long-term debt and long-term debt. The remaining principal balance for all guaranteed bonds at September 30, 2007 was approximately $21.1 million.

Our parent, M-Foods Holdings, Inc., has outstanding 9.75% senior discount notes due October 1, 2013. The accreted balance of these notes as of September 30, 2007 was $133.6 million. As a wholly-owned
subsidiary of M-Foods Holdings, Inc., we are responsible for servicing these notes.



25



---

Our ability to make payments on and to refinance our debt, including the notes and to fund planned
capital expenditures will depend on our ability to generate sufficient cash in the future. This, to some extent, is subject to general economic, financial, competitive and other factors that are beyond our control. We believe that, based on current
levels of operations, we will be able to meet our debt service obligations when due. Significant assumptions underlie this belief, including, among other things, that we will continue to be successful in implementing our business strategy and that
there will be no material adverse developments in our business, liquidity or capital requirements. If our future cash flows from operations and other capital resources are insufficient to pay our obligations as they mature or to fund our liquidity
needs, we may be forced to reduce or delay our business activities and capital expenditures, sell assets, obtain additional debt or equity capital or restructure or refinance all or a portion of our debt, including the senior subordinated notes, on
or before maturity. We cannot assure our investors that we would be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all. In addition, the terms of our existing and future indebtedness, including the
senior subordinated notes and our senior credit facility, may limit our ability to pursue any of these alternatives.

We invested
approximately $21.3 million in capital expenditures in the nine months ended September 30, 2007. We plan to spend approximately $41 million in total capital expenditures for 2007, which has been, or will be, used to expand capacity for higher
value-added egg and potato products, maintain existing production facilities, replace tractors and trailers, and upgrade information technology systems, among other projects. We expect to fund this spending from operating cash flows.

Our longer-term planning is focused on growing our sales, earnings and cash flows primarily by focusing on our existing business lines through expanding
product offerings, increasing production capacity for value-added products and broadening customer bases. We believe our financial resources are sufficient to meet the working capital and capital spending necessary to execute our longer-term plans.
In executing these plans, we expect to reduce debt over the coming years. However, possible significant acquisition activity could result in us seeking additional financing resources, which we would expect would be available to us if they are
sought.

Subject to market conditions and other factors, we and/or our subsidiaries, affiliates and/or significant direct or indirect
shareholders from time to time may repurchase or purchase, as the case may be, all or a portion of our senior subordinated notes, in privately negotiated or open market transactions, by tender offer or otherwise. No assurance can be given as to
whether or when, or at what prices, such repurchases or purchases may occur. Any such repurchases by us and/or our subsidiaries would be limited by certain restrictions found in our credit agreement and in the indenture governing the subordinated
notes.

Seasonality

Our consolidated
quarterly operating results are affected by the seasonal fluctuations of our net sales and operating profits. Specifically, egg prices typically rise seasonally in the first and fourth quarters of the year due to increased demand during holiday
periods. Consequently, net sales in the Egg Products Division may increase in the first and fourth quarters. Operating profits from the Potato Products Division are less seasonal, but tend to be higher in the second half of the year coinciding with
the potato harvest and incremental consumer demand. Generally, Crystal Farms has higher net sales and operating profits in the fourth quarter, coinciding with incremental consumer demand during the holiday season.

Forward-looking Statements

Certain items in this
Form 10-Q may be forward-looking statements. Such forward-looking statements are subject to numerous risks and uncertainties, including variances in the demand for our products due to consumer, industry and broad economic developments, as well as
variances in the costs to produce such products, including normal volatility in egg, feed, cheese and butter costs. Our actual financial results could differ materially from the results estimated by, forecasted by, or implied by us in such
forward-looking statements. Forward-looking statements contained in this Form 10-Q speak only as of the date hereof. We disclaim any obligation or understanding to publicly release updates to, or revisions of, forward-looking statements to reflect
changes in our expectations or events, conditions or circumstances on which any such statement is made.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

There was no material change in our market risk during the nine months ended September 30, 2007. For additional information regarding our market risk, please refer to Item 7A, Quantitative and Qualitative Disclosures About Market
Risk, in our Annual Report on Form 10-K for the year ended December 31, 2006.



26



---

|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

a. Evaluation of
disclosure controls and procedures.

Our management evaluated, with the participation of our principal executive and principal financial
officers, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of September 30, 2007. Based on these
evaluations, our principal executive and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2007.

b. Changes in internal controls

There were no changes in our internal controls over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2007, that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.

PART IIOTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

In May 2006 Feesers, Inc. brought suit against
us and Sodexho, Inc. alleging violation of the Robinson-Patman Act. We prevailed in summary judgment. A filing by the United States Court of Appeals for the Third Circuit on August 14, 2007 reversed the summary judgment decision, remanding the
matter back to the United States District Court for the Middle District of Pennsylvania. A trial is scheduled for January 2008.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

Readers are directed to our Form 10-K for the year
ended December 31, 2006, Item 1A, for a discussion of Risk Factors. We do not believe there have been any material changes to our Risk Factors since that filing.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------

None.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

None.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------

None.



|ITEM 6. | EXHIBITS
|------- | --------

EXHIBIT INDEX



|            |  |                                         
|----------- |  | ----------------------------------------
|Exhibit No. |  | Description                             
|31.1        |  | Certification of Chief Executive Officer
|            | 
|31.2        |  | Certification of Chief Financial Officer



27



---

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.



|                        |  |                     |  |                                                                     
|----------------------- |  | ------------------- |  | --------------------------------------------------------------------
|                        |  | MICHAEL FOODS, INC.
|                        |  |                    
|Date: November 13, 2007 |  | By:                 |  | /s/ GREGG A. OSTRANDER                                              
|                        |  |                     |  | Gregg A. Ostrander (Chairman and Chief Executive Officer)           
|                        |  |                    
|                        |  | By:                 |  | /s/ JOHN D. REEDY                                                   
|                        |  |                     |  | John D. Reedy (Executive Vice President and Chief Financial Officer)



28