UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

Amendment No. 1





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


For the fiscal year ended December 29, 2012

or



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


For the transitions period fromto

Commission file number: 333-173400



MICHAEL FOODS GROUP, INC.

(Exact name of registrant as specified in its charter)







Delaware
   
   20-0344222(State or other jurisdiction of incorporation or organization)
   
   (IRS Employer Identification No.)301 Carlson Parkway, Suite 400
      Minnetonka, Minnesota
   
   55305(Address of principal executive offices)
   
   (Zip Code)


(952) 258-4000

(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ̈YesxNo

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).xYes ̈No

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

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





Large accelerated filer
   
    ̈
   
   Accelerated filer
   
    ̈Non-accelerated filer
   
   x
   
   Smaller reporting company
   
    ̈


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ̈YesxNo

The registrants common stock is not publicly traded. There were 100 shares of the registrants common stock outstanding as of November 5, 2013.

Documents incorporated by reference: None





















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EXPLANATORY NOTE

This Amendment No. 1 on Form 10K/A is being filed to amend our Annual Report on Form 10K for the fiscal year ended December 29, 2012, as filed with the Securities and Exchange Commission on March 22, 2013, to revise certifications pursuant to the SarbanesOxley Act of 2002 as Exhibits 31.1 and 31.2. This Amendment does not reflect events occurring after the date of the initial Annual Report on Form 10-K or modify or update any disclosures that may have been affected by subsequent events. Other than the changes referred to above, all other information in the initial Annual Report on Form 10-K, as amended, remains unchanged.













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PART IV



ITEM 15EXHIBITS

3. Exhibits

(b) Exhibits and Exhibit Index





Ex. No.
   
   Description31.1
   
   Certification of Chief Executive Officer31.2
   
   Certification of Chief Financial Officer

























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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 GROUP, INC.Date: November 5, 2013
   By:
   
   /s/ JAMESE. DWYER, JR.James E. Dwyer, Jr.
      Chairman and Chief Executive Officer
      (Principal Executive Officer)Date: November 5, 2013
   By:
   
   /s/ MARKW. WESTPHALMark W. Westphal
      Senior Vice President and Chief Financial Officer
      (Principal Financial Officer and Principal Accounting Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:





/s/ NICOLEV. AGNEW
   
   November 5, 2013Nicole V. Agnew
      (Director)/s/ ADRIANM. JONES
   
   November 5, 2013Adrian M. Jones
      (Director)/s/ LEOF. MULLIN
   
   November 5, 2013Leo F. Mullin
      (Director)/s/ GREGGA. OSTRANDER
   
   November 5, 2013Gregg A. Ostrander
      (Director)/s/ KENTR. WELDON
   
   November 5, 2013Kent R. Weldon
      (Director)










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