The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0000917666
   Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
X Other (Specify)

Agricultural Cooperative
Name of Issuer
PRAIRIE FARMS DAIRY INC
Jurisdiction of Incorporation/Organization
ILLINOIS
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
PRAIRIE FARMS DAIRY INC
Street Address 1 Street Address 2
1100 BROADWAY
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
CARLINVILLE IL 62626 (217) 854-2547

3. Related Persons

Last Name First Name Middle Name
Mullins Edward Lynn
Street Address 1 Street Address 2
1100 Broadway
City State/Province/Country ZIP/PostalCode
Carlinville IL 62626
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Aggus Gary Lewis
Street Address 1 Street Address 2
1133 East Kearny
City State/Province/Country ZIP/PostalCode
Springfield MO 65803
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Weber Thomas Richard
Street Address 1 Street Address 2
1100 Broadway
City State/Province/Country ZIP/PostalCode
Carlinville IL 62626
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Lattan David Edward
Street Address 1 Street Address 2
1100 Broadway
City State/Province/Country ZIP/PostalCode
Carlinville IL 62626
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Hopping Mark Edwin
Street Address 1 Street Address 2
1100 Broadway
City State/Province/Country ZIP/PostalCode
Carlinville IL 62626
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Lee Gary Dean
Street Address 1 Street Address 2
1100 Broadway
City State/Province/Country ZIP/PostalCode
Carlinville IL 62626
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Silvey Ray Newton
Street Address 1 Street Address 2
1100 Broadway
City State/Province/Country ZIP/PostalCode
Carlinville IL 62626
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Kuenstler Fred George
Street Address 1 Street Address 2
2522 N. Van Road
City State/Province/Country ZIP/PostalCode
Olney IL 62450
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Koch Kenneth Raymond
Street Address 1 Street Address 2
PO Box 221
City State/Province/Country ZIP/PostalCode
Mt. Sterling IL 62353
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Mills Paul Wayne
Street Address 1 Street Address 2
423 Grassland Court
City State/Province/Country ZIP/PostalCode
Bluffton IN 46714
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Schaufelberger Boyd Edward
Street Address 1 Street Address 2
1254 IL Route 127
City State/Province/Country ZIP/PostalCode
Greenville IL 62246
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Helbig Blake Jameson
Street Address 1 Street Address 2
6740 State Route 153
City State/Province/Country ZIP/PostalCode
Oakdale IL 62268
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Britton Venton Irving
Street Address 1 Street Address 2
337 Dairy Lane
City State/Province/Country ZIP/PostalCode
Villa Ridge IL 62996
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Dresser Jeff Raymond
Street Address 1 Street Address 2
2598 310 St.
City State/Province/Country ZIP/PostalCode
Keokuk IA 52632
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Cary Robert William
Street Address 1 Street Address 2
31915 McRoberts Road
City State/Province/Country ZIP/PostalCode
Canton MO 63435
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Brinkmann Darryl Robert
Street Address 1 Street Address 2
11302 Brinkmann Road
City State/Province/Country ZIP/PostalCode
Carlyle IL 62231
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Graves Tony Alan
Street Address 1 Street Address 2
6235 N. Silver Road
City State/Province/Country ZIP/PostalCode
Dundas IL 62425
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Koch Kasper Daniel
Street Address 1 Street Address 2
21600 Townline Road
City State/Province/Country ZIP/PostalCode
Tremont IL 61568
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Probst Joseph Frank
Street Address 1 Street Address 2
2701 E. 1600th Avenue
City State/Province/Country ZIP/PostalCode
Wheeler IL 62479
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Mackinson Don Thomas
Street Address 1 Street Address 2
17427 E. 2125 North Road
City State/Province/Country ZIP/PostalCode
Pontiac IL 61764
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Streutker Richard Louis
Street Address 1 Street Address 2
10276 N. 2400 East Road
City State/Province/Country ZIP/PostalCode
Downs IL 61736
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Ruppert Dave Orlo
Street Address 1 Street Address 2
20244 N. 24th Avenue
City State/Province/Country ZIP/PostalCode
Nokomis IL 62075
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Varel Mary Jo
Street Address 1 Street Address 2
12201 Oil Field Road
City State/Province/Country ZIP/PostalCode
Bartelso IL 62218
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Doll Frank William
Street Address 1 Street Address 2
1144 IL Route 143
City State/Province/Country ZIP/PostalCode
Pocahontas IL 62275
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Pennewell Ollie Lee
Street Address 1 Street Address 2
7400 County Road 223
City State/Province/Country ZIP/PostalCode
Monroe City MO 63456
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Edwards Greg Leo
Street Address 1 Street Address 2
6931 Edwards Road
City State/Province/Country ZIP/PostalCode
Payson IL 62360
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Schoen John Lynn
Street Address 1 Street Address 2
447 County Road 519
City State/Province/Country ZIP/PostalCode
Oak Ridge MO 63769
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Wilkening Roger Louis
Street Address 1 Street Address 2
9207 Maple Road
City State/Province/Country ZIP/PostalCode
Edwardsville IL 62025
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Brand George Washington
Street Address 1 Street Address 2
0417 County Road 43
City State/Province/Country ZIP/PostalCode
Waterloo IA 46793
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
X
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

X Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i)    Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale X First Sale Yet to Occur
   Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $250 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $668,275 USD
or    Indefinite
Total Amount Sold $0 USD
Total Remaining to be Sold $668,275 USD
or    Indefinite

Clarification of Response (if Necessary):

14. Investors

X
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
0
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
0

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

N/A

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

100% of proceeds will be used for working capital of the issuer.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
PRAIRIE FARMS DAIRY INC Edward Lynn Mullins Edward Lynn Mullins Chief Executive Officer and Executive Vice-President 2010-01-25

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.