SC TO-T

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Galaxy Nutritional Foods, Inc.

(Name of Subject Company (Issuer))

Andromeda Acquisition Corp.

(Offeror)

a wholly owned subsidiary of

MW1 LLC

(Parent of Offeror)

(Names of Filing Persons)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

36317Q 10 4

(CUSIP Number of Class of Securities)

Andromeda Acquisition Corp.

c/o Mill Road Capital, L.P.

2 Sound View Drive, Suite 300

Greenwich, Connecticut 06830

(203) 987-3500

(Name, address, and telephone numbers of person authorized

to receive notices and communications on behalf of filing persons)

with copies to:

Peter M. Rosenblum, Esquire

Foley Hoag LLP

155 Seaport Boulevard

Boston, Massachusetts 02210

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee**
$9,738,465.84	$382.73

* The transaction valuation is estimated solely for purposes of calculating the amount of the filing fee. This calculation is based upon the purchase of 27,051,294 shares of common stock, par value $0.01 per share, of Galaxy Nutritional Foods, Inc., at a price per share of $0.36 in cash. Such shares represent all of the outstanding shares of Galaxy Nutritional Foods, Inc. as of December 29, 2008.

** The amount of filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 2 for fiscal year 2009 issued by the Securities and Exchange Commission on September 29, 2008. Such fee equals 0.0000393% of the transaction value.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing

Amount Previously Paid:

Form or Registration No.:

Filing Party:

Date Filed:

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

x going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:

¨

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SCHEDULE TO

This Tender Offer Statement on Schedule TO (“Schedule TO”) relates to the third-party tender offer by Andromeda Acquisition Corp., a Delaware corporation (“Purchaser”) and wholly owned subsidiary of MW1 LLC, a Delaware limited liability company (“MW1”), to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Galaxy Nutritional Foods, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.36 per Share in cash and without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 13, 2009 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”).

ITEM 1. SUMMARY TERM SHEET

Summary Term Sheet. Reference is made to the information set forth in the Offer to Purchase under the heading “Summary Term Sheet,” which is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION

(a) Name and Address. Reference is made to the information set forth in the Offer to Purchase under the heading “The Offer – 8. Information Concerning the Company,” which is incorporated herein by reference.

(b) Securities. Reference is made to the information set forth in the Offer to Purchase under the heading “Introduction,” which is incorporated herein by reference.

(c) Trading Market and Price. Reference is made to the information set forth in the Offer to Purchase under the heading “The Offer – 6. Price Range of the Shares,” which is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON

(a) Name and Address. Reference is made to the information set forth in the Offer to Purchase under the headings “Introduction,” “The Offer – 9. Information Concerning Purchaser, MW1, Mill Road and Galaxy Partners,” “Schedule I – Directors and Executive Officers of Purchaser,” “Schedule II – Persons Controlling MRCGP” and “Schedule III – Members of Galaxy Partners,” which is incorporated herein by reference.

(b) Business and Background of Entities. Reference is made to the information set forth in the Offer to Purchase under the heading “The Offer – 9. Information Concerning Purchaser, MW1, Mill Road and Galaxy Partners” and “Schedule III – Members of Galaxy Partners,” which is incorporated herein by reference.

(c) Business and Background of Natural Persons. Reference is made to the information set forth in the Offer to Purchase under the headings “The Offer – 9. Information Concerning Purchaser, MW1, Mill Road and Galaxy Partners,” “Schedule I – Directors and Executive Officers of Purchaser,” “Schedule II – Persons Controlling MRCGP” and “Schedule III – Members of Galaxy Partners,” which is incorporated herein by reference.

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ITEM 4. TERMS OF THE TRANSACTION

(a) Material Terms. Reference is made to the information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,” “The Offer – 1. Terms of the Offer; Expiration Date,” “The Offer – 2. Acceptance for Payment and Payment,” “The Offer – 3. Procedures for Accepting the Offer and Tendering Shares,” “The Offer – 4. Withdrawal Rights,” “The Offer – 5. Certain United States Federal Income Tax Considerations” and “The Offer – 15. Certain Conditions of the Offer,” which is incorporated herein by reference.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

(a) Transactions. Reference is made to the information set forth in the Offer to Purchase under the heading “The Offer – 10. Background of the Offer; Contacts with the Company,” which is incorporated herein by reference.

(b) Significant Corporate Events. Reference is made to the information set forth in the Offer to Purchase under the headings “The Offer – 10. Background of the Offer; Contacts with the Company” and “The Offer – 12. Description of the November Purchase Agreement, the Term Sheet and the Standstill Agreement,” which is incorporated herein by reference.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

(a) and (c)(1)-(7) Purposes and Plans. Reference is made to the information set forth in the Offer to Purchase under the headings “The Offer – 7. Effect of the Offer on the Market for the Shares; Exchange Act,” “The Offer – 10. Background of the Offer; Contacts with the Company,” “The Offer – 11. Purpose of the Offer; Plans for the Company; Alternatives, Reasons and Effects,” “The Offer – 12. Description of the November Purchase Agreement, the Term Sheet and the Standstill Agreement” and “The Offer – 14. Dividends,” which is incorporated herein by reference.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

(a) and (b) Source of Funds and Conditions. Reference is made to the information set forth in the Offer to Purchase under the headings “The Offer – 13. Source and Amount of Funds” and “The Offer – 15. Certain Conditions of the Offer,” which is incorporated herein by reference.

(d) Borrowed Funds. Not applicable.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

(a) and (b) Securities Ownership and Securities Transactions. Reference is made to the information set forth in the Offer to Purchase under the headings “The Offer – 9.

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Information Concerning Purchaser, MW1, Mill Road and Galaxy Partners,” “Schedule III – Members of Galaxy Partners” and “Schedule IV – Shares or Other Equity Securities of the Company Beneficially Owned by Galaxy Partners,” which is incorporated herein by reference.

ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

(a) Solicitations or Recommendations. Reference is made to the information set forth in the Offer to Purchase under the heading “The Offer – 19. Fees and Expenses,” which is incorporated herein by reference.

ITEM 10. FINANCIAL STATEMENTS

(a) and (b) Financial Information and Pro Forma Information. Not applicable.

ITEM 11. ADDITIONAL INFORMATION

(a) and (b) Agreements, Regulatory Requirements, Legal Proceedings and Other Material Information. Reference is made to the information set forth in the Offer to Purchase under the heading “The Offer – 16. Legal Matters; Required Regulatory Approvals,” which is incorporated herein by reference.

ITEM 12. EXHIBITS

(a) (1) (A)	Form of Offer to Purchase, dated February 13, 2009.
(a) (1) (B)	Form of Letter of Transmittal.
(a) (1) (C)	Form of Notice of Guaranteed Delivery.
(a) (1) (D)	Form of Letter to Brokers, Dealers, Banks, Trust Companies and other Nominees.
(a) (1) (E)	Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and other Nominees.
(a) (5)	Andromeda Acquisition Corp. press release issued on February 9, 2009 entitled, “Andromeda Acquisition Corp. Announces Plans to Make a Cash Tender Offer for Galaxy Nutritional Foods at 112% Premium” (filed with the SEC by Andromeda Acquisition Corp. on February 9, 2009 as Exhibit 99.1 to the Schedule TO-C and incorporated herein by reference).
(b)	Not applicable.
(d) (i)	Term sheet, dated as of February 6, 2009, by and between Mill Road Capital, L.P. and Galaxy Partners, L.L.C. (filed with the SEC by Galaxy Partners, L.L.C., Timothy Krieger, Mill Road Capital, L.P., Mill Road Capital GP LLC, Thomas E. Lynch, Charles M. B. Goldman and Scott P. Scharfman on February 9, 2009 as Exhibit 99.H to the Schedule 13D/A and incorporated herein by reference).

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(d) (ii)	Standstill Agreement, dated as of February 6, 2009, by and between Mill Road Capital, L.P. and Galaxy Partners, L.L.C. (filed with the SEC by Galaxy Partners, L.L.C., Timothy Krieger, Mill Road Capital, L.P., Mill Road Capital GP LLC, Thomas E. Lynch, Charles M. B. Goldman and Scott P. Scharfman on February 9, 2009 as Exhibit 99.I to the Schedule 13D/A and incorporated herein by reference).
(d) (iii)	Stock Purchase Agreement, dated November 18, 2008, by and among Galaxy Partners, L.L.C., the Company and Frederick A. DeLuca (filed with the SEC by the Company on November 21, 2008 as Exhibit 10.1 to the current report on Form 8-K and incorporated herein by reference).
(d) (iv)	Consultant agreement by and among David H. Lipka, Galaxy Partners, L.L.C. and Fairway Dairy and Ingredients LLC (filed with the SEC by Galaxy Partners, L.L.C. on November 28, 2008 as Exhibit F to Schedule 13D and incorporated herein by reference).
(d) (v)	Amendment to Employment Agreement effective as of November 18, 2008 by and among Michael E. Broll and the Company (filed with the SEC by the Company on November 21, 2008 as Exhibit 10.2 to the current report on Form 8-K and incorporated herein by reference).
(g)	Not applicable.
(h)	Not applicable.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3

ITEM 2. SUBJECT COMPANY INFORMATION

(d) Dividends. Reference is made to the information set forth in the Offer to Purchase under the heading “The Offer – 14. Dividends,” which is incorporated herein by reference.

(e) Prior Public Offerings. Not applicable.

(f) Prior Stock Purchases. Reference is made to the information set forth in the Offer to Purchase under the headings “The Offer – 10. Background of the Offer; Contacts with the Company” and “The Offer – 12. Description of the November Purchase Agreement, the Term Sheet and the Standstill Agreement,” which is incorporated herein by reference.

ITEM 4. TERMS OF THE TRANSACTION

(c) Different Terms. Not applicable.

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(d) Appraisal Rights. Reference is made to the information set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “The Offer – 16. Legal Matters; Required Regulatory Approvals,” which is incorporated herein by reference.

(e) Provisions for Unaffiliated Security Holders. None.

(f) Eligibility for Listing or Trading. Not applicable.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

(c) Negotiations or Contacts. Reference is made to the information set forth in the Offer to Purchase under the headings “The Offer – 10. Background of the Offer; Contacts with the Company” and “The Offer – 12. Description of the November Purchase Agreement, the Term Sheet and the Standstill Agreement,” which is incorporated herein by reference.

(e) Agreements Involving the Subject Company’s Securities. Reference is made to the information set forth in the Offer to Purchase under the headings “The Offer – 10. Background of the Offer; Contacts with the Company” and “The Offer – 12. Description of the November Purchase Agreement, the Term Sheet and the Standstill Agreement,” which is incorporated herein by reference.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

(b) Use of Securities Acquired. Reference is made to the information set forth in the Offer to Purchase under the heading “The Offer – 11. Purpose of the Offer; Plans for the Company; Alternatives, Reasons and Effects,” which is incorporated herein by reference.

(c) (8) Plans. Not applicable.

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

(a), (b), (c) and (d) Purposes, Alternatives, Reasons and Effects. Reference is made to the information set forth in the Offer to Purchase under the headings “The Offer – 5. Certain United States Federal Income Tax Considerations,” “The Offer – 10. Background of the Offer; Contacts with the Company” and “The Offer – 11. Purpose of the Offer; Plans for the Company; Alternatives, Reasons and Effects,” which is incorporated herein by reference.

ITEM 8. FAIRNESS OF THE TRANSACTION.

(a), (b), (c), (d), (e) and (f) Fairness, Factors Considered in Determining Fairness, Approval of Security Holders, Unaffiliated Representative, Approval of Directors and Other Offers. Reference is made to the information set forth in the Offer to Purchase under the heading “The Offer 17. – Fairness of the Transaction,” which is incorporated herein by reference.

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ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS

(a), (b) and (c) Report, Opinion or Appraisal, Preparer and Summary of the Report, Opinion or Appraisal and Availability of Documents. Reference is made to the information set forth in the Offer to Purchase under the heading “The Offer – 18. Reports, Opinions, Appraisals and Negotiations,” which is incorporated herein by reference.

ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION

(c) Expenses. Reference is made to the information set forth in the Offer to Purchase under the heading “The Offer – 19. Fees and Expenses,” which is incorporated herein by reference.

ITEM 12. THE SOLICITATION OR RECOMMENDATION

(d) Intent to Tender or Vote in a Going-Private Transaction. Reference is made to the information set forth in the Offer to Purchase under the heading “The Offer – 1. Terms of the Offer; Expiration Date,” which is incorporated herein by reference. In addition, the filing persons do not have knowledge as to whether any executive officer, director or affiliate of the Company, other than Galaxy Partners which has advised Purchaser that it will not tender any Shares pursuant to the Offer, currently intends to tender any Shares pursuant to the Offer.

(e) Recommendations of Others. Reference is made to the information set forth in the Offer to Purchase under the heading “Summary Term Sheet,” which is incorporated herein by reference. In addition, the filing persons do not have knowledge as to whether any executive officer, director or affiliate of the Company has made a recommendation either in support of or opposed to the transaction. However, Galaxy Partners, the Company’s majority stockholder of which three members have been elected to the Company’s board of directors, anticipates becoming an equity holder of MW1, the Purchaser’s parent company, prior to the expiration date of the Offer.

ITEM 13. FINANCIAL STATEMENTS

(a) (1) and (2) Financial Information. Reference is made to the information set forth in the Offer to Purchase under the heading “The Offer – 8. Information Concerning the Company,” which is incorporated herein by reference. Reference is made to the audited financial statements of the Company as of and for the fiscal years ended March 31, 2008 and March 31, 2007 under the heading “PART II – Item 8. Financial Statements” on pages 35-57 of the Company’s Annual Report on Form 10-K for the year ended March 31, 2008,

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filed with the SEC on June 30, 2008, which are incorporated herein by reference. Reference is made to the unaudited consolidated financial statements of the Company for the quarter ending September 30, 2008 under the heading “PART I – Item 1. Financial Statements” on pages 1-12 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2008, which are incorporated herein by reference.

(a) (3) Not applicable.

(a) (4) Reference is made to the information set forth in the Offer to Purchase under the heading “The Offer – 8. Information Concerning the Company,” which is incorporated herein by reference.

(b) Pro Forma Information. Not applicable.

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

(b) Employees and Corporate Assets. Reference is made to the information set forth in the Offer to Purchase under the heading “The Offer – 11. Purpose of the Offer; Plans for the Company; Alternatives, Reasons and Effects,” which is incorporated herein by reference.

ITEM 16. EXHIBITS

(c) Not applicable.

(f) Section 262 of the Delaware General Corporation Law (included as Annex A to the Offer to Purchase filed herewith as Exhibit (a)(1)(A) and incorporated herein by reference).

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MW1 LLC
By:	Mill Road Capital, L.P.,
	its sole member
By:	Mill Road Capital GP LLC,
	its General Partner
By:	/s/ Charles M. B. Goldman
	Name: Charles M. B. Goldman
	Title: Management Committee Director

ANDROMEDA ACQUISITION CORP.
By:	/s/ Justin Jacobs
	Name: Justin Jacobs
	Title: President

MILL ROAD CAPITAL, L.P.
By:	Mill Road Capital GP LLC,
	its General Partner
By:	/s/ Charles M. B. Goldman
	Name: Charles M. B. Goldman
	Title: Management Committee Director

GALAXY PARTNERS, L.L.C.
By:	/s/ Timothy Krieger
	Name: Timothy Krieger
	Title: Manager

Date: February 13, 2009

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EX-99.(A)(1)(A)

Exhibit (a)(1)(A)

Offer to Purchase for Cash

(the “Offer”)

All Outstanding Shares of Common Stock

(the “Shares”)

of

Galaxy Nutritional Foods, Inc.

(the “Company”)

at

$0.36 Per Share

by

Andromeda Acquisition Corp.

(“Purchaser”),

a wholly owned subsidiary of

MW1 LLC

(“MW1”)

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON MARCH 16, 2009, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION DATE”).

The Offer is being made for all outstanding Shares and is conditioned upon, among other things, there being validly tendered and not properly withdrawn prior to the Expiration Date of the Offer a number of Shares that, together with any other Shares then owned by Purchaser, represents at least 90% of the outstanding Shares of the Company as of the Expiration Date of the Offer. However, Purchaser intends to accept for payment, purchase and pay for Shares validly tendered and not properly withdrawn pursuant to the Offer in the event that a number of Shares, together with any Shares then owned by Purchaser, representing at least 66.7% of the outstanding Shares of the Company as of the Expiration Date of the Offer have been validly tendered and not properly withdrawn. The Offer is also subject to the other conditions set forth in this Offer to Purchase. See Section 15.

IMPORTANT

If you wish to tender all or any portion of your Shares, you should either (1) (a) complete and sign the accompanying Letter of Transmittal according to the instructions in the Letter of Transmittal and mail or deliver it, together with any required signature guarantees and any other required documents, to Continental Stock Transfer & Trust Company, the Depositary for the Shares and the Offer (the “Depositary”), and mail or deliver the certificates representing the Shares to the Depositary together with any other documents required by the Letter of Transmittal or (b) tender the Shares according to the procedure for book-entry transfer described in Section 3, or (2) request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact that person if you desire to tender your Shares. If you desire to tender your Shares and (1) your certificates are not immediately available or cannot be delivered to the Depositary, (2) you cannot comply with the procedure for book-entry transfer, or (3) your other required documents cannot be delivered to the Depositary by the expiration of the Offer, you must tender your Shares according to the guaranteed delivery procedure described in Section 3.

Questions and requests for assistance may be directed to MacKenzie Partners, Inc., the information agent for the Offer (the “Information Agent”), at its address and telephone numbers set forth below and on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the Information Agent. A holder of Shares whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact the broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

Pursuant to Rules 14d-3 and 13e-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, we have filed with the Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO (the “Schedule TO”), which contains additional information with respect to the Offer. Our Schedule TO, including exhibits and any amendments, may be examined and copies of it may be obtained at the places and in the manner set forth in Section 20 entitled “Miscellaneous.”

Neither the SEC nor any state securities commission has (a) approved or disapproved of this transaction; (b) passed upon the merits or fairness of this transaction; or (c) passed upon the accuracy or adequacy of the disclosure in this Offer to Purchase. Any representation to the contrary is a criminal offense.

The Depositary for the Offer is:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

By First Class Mail:	By Certified or Express Delivery:	By Hand:
Continental Stock Transfer & Trust Company	Continental Stock Transfer & Trust Company	Continental Stock Transfer & Trust Company
17 Battery Place, 8th Floor	17 Battery Place, 8th Floor	17 Battery Place, 8th Floor
New York, NY 10004	New York, NY 10004	New York, NY 10004
Attn: Reorganization Department	Attn: Reorganization Department	Attn: Reorganization Department

The Information Agent for the Offer is:

105 Madison Avenue

New York, NY 10016

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: tenderoffer@mackenziepartners.com

TABLE OF CONTENTS

SUMMARY TERM SHEET		1
INTRODUCTION		6
THE OFFER		8
1.	Terms of the Offer; Expiration Date	8
2.	Acceptance for Payment and Payment	10
3.	Procedures for Accepting the Offer and Tendering Shares	11
4.	Withdrawal Rights	14
5.	Certain United States Federal Income Tax Considerations	14
6.	Price Range of the Shares	16
7.	Effect of the Offer on the Market for the Shares; Exchange Act Registration and the OTC Bulletin Board	17
8.	Information Concerning the Company	18
9.	Information Concerning Purchaser, MW1, Mill Road and Galaxy Partners	20
10.	Background of the Offer; Contacts with the Company	21
11.	Purpose of the Offer; Plans for the Company; Alternatives, Reasons and Effects	23
12.	Description of the November Purchase Agreement, the Term Sheet and the Standstill Agreement	26
13.	Source and Amount of Funds	28
14.	Dividends	28
15.	Certain Conditions of the Offer	28
16.	Legal Matters; Required Regulatory Approvals	30
17.	Fairness of the Transaction	31
18.	Reports, Opinions, Appraisals and Negotiations	33
19.	Fees and Expenses	33
20.	Miscellaneous	34
SCHEDULE I — DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER		35
SCHEDULE II — PERSONS CONTROLLING MRCGP		36
SCHEDULE III — MEMBERS OF GALAXY PARTNERS		37
SCHEDULE IV — SHARES OR OTHER EQUITY SECURITIES OF THE COMPANY BENEFICIALLY OWNED BY GALAXY PARTNERS		38
ANNEX A — SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW		39

SUMMARY TERM SHEET

This summary term sheet is a brief description of the offer being made by MW1 LLC (“MW1”) through Andromeda Acquisition Corp. (“Purchaser,” “we,” “our” or “us”), a wholly owned subsidiary of MW1, to purchase (the “Offer”) all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Galaxy Nutritional Foods, Inc. (the “Company”), at a price of $0.36 per share in cash. The following are answers to some of the questions you, as a stockholder of the Company, may have about the Offer. We urge you to read this Offer to Purchase and the accompanying Letter of Transmittal in their entirety because the information in this summary term sheet is not complete, and additional important information is contained in the remainder of this Offer to Purchase and in the Letter of Transmittal.

Q. Who is offering to buy my securities?

The Purchaser is Andromeda Acquisition Corp. We are a Delaware corporation formed for the purpose of making this tender offer. We are a wholly owned subsidiary of MW1 LLC, a Delaware limited liability company.

MW1 was formed by Mill Road Capital, L.P., a Delaware limited partnership (“Mill Road”), and Mill Road is the sole equity holder of MW1 as of the date of this Offer to Purchase. However, MW1 expects that Galaxy Partners, L.L.C., a Minnesota limited liability company and currently the Company’s majority stockholder, will become a 50% equity holder of MW1 prior to the expiration date of the Offer. The tender offer is the first step in MW1’s plan to acquire all of the outstanding Shares. See “Introduction” and Section 9.

Q. What is Andromeda Acquisition Corp. seeking to purchase, at what price, and will I have to pay any brokerage or similar fees to tender?

We are offering to purchase all of the outstanding Shares. We are offering to pay $0.36 per Share, in cash and without interest. Galaxy Partners, L.L.C. owns 13,811,120 Shares, which it acquired in a private transaction on November 18, 2008 for $5 million, or an implied purchase price of approximately $0.36 per Share.

If you are the record owner of your Shares and you tender your Shares to us in the Offer, you will not have to pay any brokerage or similar fees. If you own your Shares through a broker or other nominee, your broker or nominee may charge you a fee to tender your Shares on your behalf. You should consult your broker or nominee to determine whether any charges will apply. You should also consult your tax advisor regarding the particular tax consequences to you of tendering your Shares. See “Introduction” and Sections 1 and 5.

Q. Do you have the financial resources to pay for my securities?

MW1, our parent company, will provide us with sufficient funds to purchase all Shares tendered in the Offer and any Shares to be acquired in the merger that is expected to follow the successful completion of the Offer. Subject to the conditions of the Offer being satisfied, Mill Road will provide MW1 with these funds. Mill Road is an investment firm with approximately $250 million of capital under management that focuses on investments in publicly traded companies, and has sufficient cash to provide to MW1 for purposes of consummating the Offer. See Section 13.

Q. Is your financial condition or that of MW1 relevant to my decision to tender in the Offer?

We do not think our financial condition or that of MW1 is relevant to your decision whether to tender Shares and accept the Offer because:

• the Offer is being made for all outstanding Shares solely for cash;

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• Mill Road, the sole equity holder of MW1 as of the date of this Offer to Purchase, has sufficient cash to pay for all of the Shares;

• our obligation to purchase your Shares in the Offer is not subject to any financing condition; and

• if we complete the Offer, we expect to acquire all remaining Shares for the same cash price in the merger that is expected to follow the successful completion of the Offer.

We anticipate that, prior to the expiration date of the Offer, Galaxy Partners, L.L.C., Mill Road and certain other individuals will enter into a limited liability company operating agreement for MW1, pursuant to which Mill Road will provide to MW1, and MW1 will subsequently provide to us, the funds necessary to purchase all Shares tendered in the Offer and any Shares to be acquired in the merger. See “Introduction” and Sections 1, 12 and 13.

Q. How long do I have to decide whether to tender in the Offer?

You will have until at least 5:00 p.m., Eastern time, on March 16, 2009, to tender your Shares in the Offer. If the Offer is extended, we will issue a press release announcing the extension no later than 9:00 a.m., Eastern time, on the first business morning following the date the Offer was scheduled to expire.

We may elect to provide a “subsequent offering period.” A subsequent offering period, if one is included, will be an additional period of time beginning after we have purchased Shares tendered during the Offer during which stockholders may tender, but not withdraw their Shares, and receive the same consideration as in the Offer. See Section 1.

Q. What are the most significant conditions to the Offer?

The most significant conditions to the Offer are the following:

• that prior to the expiration date of the Offer, Company stockholders have validly tendered in accordance with the terms of the Offer, and not properly withdrawn, a number of Shares that, together with any other Shares then owned by Purchaser, represents at least 90% of the outstanding Shares of the Company as of the expiration date of the Offer; and

• that prior to the expiration date of the Offer, Galaxy Partners, L.L.C., Mill Road and certain other individuals have entered into a limited liability company operating agreement for MW1, pursuant to which Galaxy Partners, L.L.C. and Mill Road will contribute certain Shares and cash to MW1.

The Offer is also subject to a number of other customary conditions. For a complete list of the conditions to the Offer, see Section 15.

Q. How do I tender my Shares?

To tender your Shares before the Offer expires:

• if you hold physical certificates (meaning you hold certificates issued in your name), you must deliver your certificate(s) for the Shares you wish to tender and a properly completed and duly executed Letter of Transmittal to the Depositary at the address appearing on the back cover of this document; or

• if your broker holds your Shares in “street name,” you must inform your broker of your decision to tender your Shares so that the Depositary receives a confirmation of receipt of your Shares by book-entry transfer and a Letter of Transmittal.

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In any case, the Depositary must receive all required documents prior to 5:00 p.m., Eastern time, on March 16, 2009, or, if the Offer is extended, prior to the date and time to which the Offer is extended. If you cannot deliver a required item to the Depositary by the expiration of the Offer, you may be able to obtain additional time by complying with the guaranteed delivery process. However, the missing items must be received within three (3) business days of the expiration of the Offer, or they will not be considered validly tendered.

If you have any questions, you should contact the Information Agent or your broker for assistance. See Section 3.

Q. If I accept the Offer, when will I be paid?

Provided the conditions to the Offer are satisfied and we complete the Offer and accept any Shares for payment, you will receive a payment equal to the number of Shares you tendered multiplied by $0.36, subject to any required withholding for taxes, promptly after the expiration of the Offer. See Section 2.

Q. Will I receive any interest on the $0.36 per Share price in the Offer if there is a delay in payment for my Shares?

Under no circumstances will we pay interest on the $0.36 per Share, regardless of any extension of the Offer or any delay in making payment for Shares accepted by us for payment, and purchased, in the Offer. See Section 2.

Q. Can I withdraw Shares once I have tendered them?

You may withdraw some or all of your tendered Shares by delivering written notice to the Depositary at any time prior to the expiration of the Offer. Further, if we have not accepted for payment and paid for your Shares by April 14, 2009, you may withdraw them at any time after that date. Once Shares are accepted for payment, they cannot be withdrawn. Your right to withdraw will not apply to any subsequent offering period, if one is provided. See Section 4.

Q. What does the board of directors of the Company think of the Offer?

The board of directors of the Company has not made any recommendation regarding the Offer.

Q. What will happen to the Company if Purchaser acquires at least 90% of the outstanding Shares?

If the Offer is consummated and Purchaser thereby acquires at least 90% of the then outstanding Shares, Purchaser will immediately, without any further action by the stockholders of the Company, be merged with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of MW1. See Section 11.

Q. What will happen to the Company if Purchaser acquires at least 66.7%, but less than 90%, of the outstanding Shares?

Purchaser intends to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Offer in the event that a number of Shares, together with any Shares then owned by Purchaser, representing at least 66.7% of the outstanding Shares of the Company as of the expiration date of the Offer have been validly tendered and not properly withdrawn. In the event the Offer is consummated and Purchaser thereby acquires less than 90% of the then outstanding Shares, in order to approve the Merger, which is one of the

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various means by which the Company could be taken private, Delaware law requires the approval of the Company’s board of directors and a vote of the Company’s stockholders.

The Company would be required in connection therewith to circulate a proxy statement or information statement conforming to the requirements of applicable Securities and Exchange Commission regulations and, consequently, a significantly longer period of time would be required to effect the Merger than if no vote were required. See Section 11.

Q. Following the Offer, are there means other than the Merger by which the Company could be taken private?

MW1 and Galaxy Partners, L.L.C. each believe that the cost to the Company of continuing to file periodic reports with the Securities and Exchange Commission and complying with the proxy and annual report requirements under the Securities Exchange Act of 1934 outweighs the benefits to the Company and its stockholders of continuing as a publicly traded company. In the event Purchaser acquires less than 90% of the Shares, there are various means by which the Company could become privately held. In addition to a merger subject to board approval and a stockholder vote, as described in the preceding paragraph, the Company could effect a reverse stock split or, if there are fewer than 300 record holders of Shares, the Company could “go dark” by terminating registration of the Shares under the Securities Exchange Act of 1934.

Whether by means of the Merger or otherwise, MW1 and Galaxy Partners, L.L.C. intend to cause the Company to become privately held following consummation of the Offer. See “Introduction” and Section 11.

Q. If I do not tender but the Offer is consummated, what will happen to my Shares?

If the Offer is consummated and the Merger takes place, stockholders who do not tender in the Offer will receive in the Merger the same amount of cash per Share that they would have received had they tendered their Shares in the Offer. Therefore, if the Merger takes place, the only difference to you between tendering your Shares and not tendering your Shares is that you will be paid earlier if you tender your Shares.

However, in the event, which we consider unlikely, that the Offer is completed and the Merger does not take place, the number of stockholders and the number of Shares of the Company that are still held by persons other than MW1 or Purchaser may be so small that there may no longer be an active public trading market (or, possibly, any public trading market) for the Shares. Also, the Company may, if otherwise permitted to do so, cease making filings with the Securities and Exchange Commission or otherwise cease being required to comply with the Securities and Exchange Commission’s rules relating to publicly held companies, and the Shares may no longer be eligible to be traded on the OTC Bulletin Board or any other over-the-counter market. See Sections 7 and 12.

In the event the Offer is consummated and Purchaser thereby acquires at least 66.7%, but less than 90%, of the then outstanding Shares, which event Mill Road and Galaxy Partners, L.L.C. consider not unlikely given that they currently collectively own approximately 53% of the outstanding Shares, MW1 will direct Purchaser to pursue other legal means to take the Company private and acquire all remaining Shares not then owned by Purchaser. Such means could entail, but are not limited to, causing the Company to “go dark” by terminating registration of the Shares under the Securities Exchange Act of 1934.

If Purchaser is able to cause the Company to “go dark” by terminating registration of the Shares, stockholders who do not tender in the Offer will continue to own their Shares, however the Shares will no longer be eligible for quotation on the OTC Bulletin Board. Additionally, the Company will no longer be obligated to file periodic and special reports, proxy statements and other information, including financial statements, with the

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SEC. Typically in such a case, the shares of a company will be significantly less liquid than the shares of similar peers that are listed on a public exchange and file such reports and information with the SEC.

Q. Are appraisal rights available in either the Offer or the Merger?

Appraisal rights are not available in the Offer. However, if the Offer is consummated and the Merger takes place, appraisal rights will be available in the Merger. See Section 16.

Q. What are the U.S. federal income tax consequences of the Offer and the Merger?

The receipt of cash by you in exchange for your Shares pursuant to the Offer or the Merger is a taxable transaction for U.S. federal income tax purposes. Tax matters are very complicated and the tax consequences of the Offer or the Merger to stockholders will depend on the facts of each stockholder’s own situation. You are urged to consult your own tax advisor with respect to the particular tax consequences to you of the Offer and the Merger, including U.S. federal, state, local, foreign and other tax consequences. See Section 5 for more information about U.S. federal income tax considerations relating to the Offer and the Merger.

Q. What is the market value of my Shares as of a recent date?

On February 6, 2009, the last trading day before the first public announcement of the Offer, the last sale price of the Shares as reported on the OTC Bulletin Board was $0.17 per Share. The average sale price of the Shares during the thirty (30) trading days preceding the first public announcement of the Offer, based on the last sale price on each trading day as reported on the OTC Bulletin Board, was $0.21 per Share. The highest last sale price of the Shares as reported on the OTC Bulletin Board during the fifty-two (52) weeks preceding the first public announcement of the Offer was $0.32 per Share.

The price of $0.36 per Share in the Offer represents a premium of approximately 112% to the last sale price of the Shares as reported on the OTC Bulletin Board on February 6, 2009 and a premium of approximately 73% to the average sale price of the Shares during the thirty (30) trading days preceding the first public announcement of the Offer, based on the last sale price on each trading day as reported on the OTC Bulletin Board. The price of $0.36 per Share in the Offer also represents a premium of approximately 13% to the highest last sale price of the Shares as reported on the OTC Bulletin Board during the fifty-two (52) weeks preceding the first public announcement of the Offer.

The price of $0.36 per Share in the Offer is the same as the approximate implied price per Share paid by Galaxy Partners, L.L.C. for the 13,811,120 Shares it acquired on November 18, 2008. We advise you to obtain a recent quotation for the Shares before deciding whether or not to tender your Shares. See Section 6.

Q. Whom may I call with questions?

Questions or requests for assistance may be directed to the Information Agent by calling collect at (212) 929-5500, by calling toll-free at (800) 322-2885, or by email at tenderoffer@mackenziepartners.com. The back cover of this Offer to Purchase also contains the Information Agent’s address and telephone numbers. You may also choose to contact your own tax, financial and legal advisors to discuss the advisability of accepting or declining the Offer.

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INTRODUCTION

Andromeda Acquisition Corp., a Delaware corporation (“Purchaser”) and wholly owned subsidiary of MW1 LLC, a Delaware limited liability company (“MW1”), is offering to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Galaxy Nutritional Foods, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.36 per Share, in cash and without interest thereon (the “Offer Price”), on the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the “Offer”).

Stockholders whose Shares are registered in their own names and who tender their Shares directly to the Depositary (as defined below) will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the sale of Shares in the Offer. Stockholders who hold their Shares through a bank or broker should check with such institution as to whether it will charge any service fees. We will pay all fees and expenses of the Depositary and the Information Agent incurred in connection with the Offer.

Following the completion of the Offer, we expect that Purchaser will merge with and into the Company (the “Merger”), with the Company being the surviving corporation in the Merger. Pursuant to the Merger, each remaining Share then outstanding (other than Shares held by the Company, MW1 or Purchaser, all of which will be cancelled) will be converted into the right to receive the Offer Price, without interest.

The Offer is conditioned upon, among other things, the Company’s stockholders validly tendering and not properly withdrawing prior to the expiration date of the Offer, a number of Shares which, together with any other Shares then owned by Purchaser, represents at least 90% of the outstanding Shares of the Company as of the expiration date of the Offer (the “Minimum Condition”). However, the equity holders of MW1 intend to cause Purchaser to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Offer in the event that a number of Shares, together with any Shares then owned by Purchaser, representing at least 66.7% of the outstanding Shares of the Company as of the expiration date of the Offer have been validly tendered and not withdrawn. The Offer is also conditioned upon Galaxy Partners, L.L.C., a Minnesota limited liability company and currently the Company’s majority stockholder (“Galaxy Partners”), Mill Road Capital, L.P., a Delaware limited partnership and the sole equity holder of MW1 as of the date of this Offer to Purchase (“Mill Road”), and certain other individuals having entered into a limited liability company operating agreement for MW1 prior to the expiration date of the Offer, pursuant to which Galaxy Partners and Mill Road will contribute certain Shares and cash to MW1. The Offer also is subject to certain other conditions.

As of December 29, 2008, there were 27,051,294 Shares issued and outstanding. MW1 expects to contribute to Purchaser, prior to the expiration date of the Offer, a total of 14,370,728 Shares. As a result, as of such date, the number of Shares that must be validly tendered and not properly withdrawn prior to the Expiration Date in order to satisfy the Minimum Condition is 9,975,437. Certain other conditions to the consummation of the Offer are described in Section 15. We expressly reserve the right to waive any of the conditions to the Offer.

Under Delaware law, if after consummation of the Offer we own at least 90% of the Shares then outstanding, we will be able to cause the Merger to occur without a vote of the Company’s stockholders. As a result, if the Minimum Condition and the other conditions to the Offer are satisfied and the Offer is consummated, the completion of the Merger will not be subject to approval by the Company’s stockholders. However, if we waive the Minimum Condition and acquire less than 90% of the Shares, the approval of the Company’s board of directors (the “Company Board”) and a vote of the Company’s stockholders would be required under Delaware law to approve the Merger. The Company would be required in connection therewith to circulate a proxy statement or information statement conforming to the requirements of applicable Securities and Exchange Commission (“SEC”) regulations and, consequently, a significantly longer period of time would be required to effect the Merger than if no vote were required.

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MW1 and Galaxy Partners each believe that the cost to the Company of continuing to file periodic reports with the Securities and Exchange Commission and complying with the proxy and annual report requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), outweighs the benefits to the Company and its stockholders of continuing as a publicly traded company. In the event Purchaser acquires less than 90% of the outstanding Shares, there are various means by which the Company could become privately held. In addition to a merger subject to board approval and a stockholder vote, as described in the preceding paragraph, the Company could effect a reverse stock split or, if there are fewer than 300 record holders of Shares, the Company could “go dark” by terminating registration of the Shares under the Securities Exchange Act of 1934. Whether by means of the Merger or otherwise, MW1 and Galaxy Partners intend to cause the Company to become privately held following consummation of the Offer.

Certain U.S. federal income tax considerations relating to the sale of Shares in the Offer and the Merger are described in Section 5.

The Offer is conditioned upon the fulfillment of the conditions described in Section 15 below. The Offer will expire at 5:00 p.m., Eastern time, on March 16, 2009, unless we extend it.

This Offer to Purchase and the related Letter of Transmittal contain important information which you should read carefully before you make any decision with respect to the Offer.

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THE OFFER

1. Terms of the Offer; Expiration Date

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will purchase all Shares validly tendered and not properly withdrawn, in accordance with the procedures set forth in Section 4 of this Offer to Purchase, on or prior to the Expiration Date at the Offer Price. The term “Expiration Date” means 5:00 p.m., Eastern time, on March 16, 2009, unless and until we, in accordance with the terms of the Offer, extend the period of time for which the Offer is open, in which event the term “Expiration Date” means the time and date at which the Offer, as so extended, will expire.

We expressly reserve the right to waive any of the conditions to the Offer and to make any change in the terms or conditions of the Offer. Upon the satisfaction or waiver of all of the conditions to the Offer, we will accept for payment and pay for, in accordance with the terms of the Offer, all Shares validly tendered and not withdrawn pursuant to the Offer, promptly after the Expiration Date of the Offer. We acknowledge (a) that Rule 14e-1(c) under the Exchange Act requires us to pay the consideration offered or return the Shares tendered promptly after the termination or withdrawal of the Offer and (b) that we may not delay purchase of, or payment for (except as is required in order to comply with applicable laws), any Shares upon the occurrence of any event specified in Section 15 without extending the period of time during which the Offer is open.

Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement. An announcement, in the case of an extension, will be made no later than 9:00 a.m., Eastern time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which we may choose to make any public announcement, subject to applicable law (including Rules 14d-4(d) and 14d-6(c) promulgated under the Exchange Act, which require that material changes be promptly disseminated to holders of Shares), we will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to PR Newswire.

If we extend the Offer, are delayed in our payment for Shares (after our acceptance of Shares for payment) or are unable to pay for Shares for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf and such Shares may not be withdrawn, except to the extent that tendering stockholders are entitled to withdrawal rights as described in Section 4. Our ability to delay the payment for Shares that we have accepted for payment is limited, however, by Rule 14e-1(c) promulgated under the Exchange Act, which requires that we pay the consideration offered or return the Shares deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer.

If we make a material change in the terms of the Offer, we will extend the Offer and disseminate additional tender offer materials to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 promulgated under the Exchange Act. The minimum period during which a tender offer must remain open following material changes in the terms of the Offer, other than a change in price or a change in percentage of securities sought, depends upon the facts and circumstances, including the materiality of the changes. In the SEC’s view, an offer should remain open for a minimum of five (5) business days from the date the material change is first published, sent or given to stockholders, and, if material changes are made with respect to information that approaches in significance the terms of the Offer relating to price and the percentage of securities sought, a minimum of ten (10) business days may be required to allow for adequate dissemination and investor response. With respect to a change of price, a minimum ten (10) business day period from the date of the change is generally required to allow for adequate dissemination to stockholders. Accordingly, if, prior to the Expiration Date, we decrease the number of Shares being sought, or increase or decrease the consideration offered pursuant to the Offer, and if the Offer is scheduled to expire at any time earlier than the period ending on the tenth (10^th) business day from the date that notice of the increase or decrease is first published, sent or given to holders of Shares, we will extend the Offer at least

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until the expiration of that period of ten (10) business days. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or a U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern time.

The Offer is conditioned upon, among other things, the satisfaction of the Minimum Condition and Galaxy Partners, Mill Road and certain other individuals entering into a limited liability company operating agreement for MW1 prior to the Expiration Date. The Offer is also subject to the other conditions set forth in Section 15. We reserve the right (but are not obligated), in accordance with applicable rules and regulations of the SEC, to waive any or all of the conditions of the Offer. If, by the Expiration Date, any or all of those conditions have not been satisfied, we may elect to (a) waive all of the unsatisfied conditions and, subject to complying with applicable rules and regulations of the SEC, accept for payment all Shares so tendered, or (b) terminate the Offer and not accept for payment any Shares and return all tendered Shares to the tendering stockholders. In the event that we waive any condition set forth in Section 15, the SEC may, if the waiver is deemed to constitute a material change to the information previously provided to the stockholders, require that the Offer remain open for an additional period of time and/or that we disseminate information concerning such waiver.

We reserve the right (but are not required) to provide a subsequent offering period (within the meaning of Rule 14d-11 under the Exchange Act) of not less than three (3) business days immediately following the expiration of the Offer (a “Subsequent Offering Period”) if the Minimum Condition is not satisfied. Our right to provide a subsequent offering period is in addition to our rights pursuant to Section 15. Subject to the terms and conditions of the Offer, we will accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer as so extended by such subsequent offering period, promptly after any such Shares are tendered during such subsequent offering period.

In order to provide a Subsequent Offering Period, we must satisfy the following conditions:

• the Offer was open for at least twenty (20) business days and has expired;

• we immediately accept and promptly pay for all Shares tendered during the initial Offer period;

• we announce the results of the Offer, including the approximate number and percentage of Shares tendered to date, no later than 9:00 a.m., Eastern time, on the next business day after the Expiration Date and immediately begin the Subsequent Offering Period;

• we immediately accept and promptly pay for Shares as they are tendered during the Subsequent Offering Period; and

• we pay the same form and amount of consideration for Shares tendered in both the initial Offer period and the Subsequent Offering Period.

A Subsequent Offering Period, if one is provided, is not an extension of the Offer. A Subsequent Offering Period would be an additional period of time, following the expiration of the Offer, in which stockholders may tender Shares not tendered during the Offer.

Pursuant to Rule 14d-7 promulgated under the Exchange Act, no withdrawal rights will apply to Shares tendered in a Subsequent Offering Period and no withdrawal rights apply during the Subsequent Offering Period with respect to Shares tendered in the Offer and accepted for payment. The same consideration, the Offer Price, will be paid to stockholders tendering Shares in the Offer or in a Subsequent Offering Period, if one is provided.

We are using, for the purpose of disseminating the Offer to holders of Shares, a stockholder list and security position listings that the Company previously provided to Galaxy Partners. This Offer to Purchase, the related Letter of Transmittal and other relevant materials are being mailed to record holders of Shares, and these materials are being furnished to brokers, dealers, banks and similar persons whose names, or the names of whose nominees, appear on the stockholder lists or, if applicable, who are listed as participants in a clearing agency’s security position listing, for forwarding to beneficial owners of Shares.

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Galaxy Partners expects to contribute, through MW1, its 13,811,120 Shares to Purchaser prior to the Expiration Date, and has advised Purchaser that it will not tender any Shares pursuant to the Offer. Mill Road, which owns 559,608 Shares, also expects to contribute, through MW1, its Shares to Purchaser prior to the Expiration Date and will not tender any Shares pursuant to the Offer.

2. Acceptance for Payment and Payment

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of the Offer as so extended or amended), we will accept for payment and pay for all Shares validly tendered and not withdrawn prior to the Expiration Date (as permitted by Section 4) promptly after the Expiration Date.

With respect to any Subsequent Offering Period, we will, subject to the terms and conditions of the Offer, accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as so extended by such Subsequent Offering period, promptly after any such Shares are tendered during such Subsequent Offering Period.

In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares (or a timely Book-Entry Confirmation (as defined below in Section 3) with respect thereto), (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message (as defined below), and (iii) any other documents required by the Letter of Transmittal.

The term “Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility (as defined below in Section 3) to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce such agreement against the participant.

For purposes of the Offer, we will be deemed to have accepted for payment, and thereby purchased, Shares properly tendered to us and not properly withdrawn, if and when we give written notice to the Depositary of our acceptance for payment of such Shares. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the Offer Price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from us and transmitting payment to tendering stockholders.

Under no circumstances will we pay interest on the Offer Price for Shares, regardless of any extension of the Offer or any delay in making such payment.

If we are delayed in our acceptance for payment of, or payment for, Shares or are unable to accept for payment, or pay for, Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act), the Depositary may, nevertheless, on our behalf, retain tendered Shares, and such Shares may not be withdrawn except to the extent tendering stockholders are entitled to exercise, and duly exercise, withdrawal rights as described in Section 4.

If any tendered Shares are not accepted for payment pursuant to the Offer for any reason, or if certificates are submitted representing more Shares than are tendered, certificates representing Shares not tendered or not accepted for purchase will be returned to the tendering stockholder, or such other person as the tendering stockholder shall specify in the Letter of Transmittal, promptly after the expiration, termination or withdrawal of the Offer. In the case of Shares delivered by book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to such account maintained at the Book-Entry Transfer Facility as the tendering stockholder shall specify in the Letter of Transmittal, promptly after the expiration, termination or withdrawal of the Offer. If no such instructions are

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given with respect to Shares delivered by book-entry transfer, any such Shares not tendered or not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated in the Letter of Transmittal as the account from which such Shares were delivered.

Purchaser will pay any transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer, provided, however, that if (a) payment of the Offer Price is to be made to, or (in the circumstances permitted by the Offer) unpurchased Shares are to be registered in the name(s) of, any person(s) other than the registered owner(s), or (b) if any tendered certificate(s) are registered, or the Shares tendered are otherwise held, in the name(s) of any person(s) other than the registered owner(s), the amount of any transfer taxes (whether imposed on the registered owner(s) or such other person(s)) payable on account of such transactions will be deducted from the Offer Price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted with the Letter of Transmittal.

If, prior to the Expiration Date, we increase the price offered to holders of Shares in the Offer, we will pay the increased price to the holders of all Shares that we purchase in the Offer, whether the Shares were tendered before or after the increase in price.

3. Procedures for Accepting the Offer and Tendering Shares

Valid Tender of Shares

Except as set forth below, for Shares to be validly tendered pursuant to the Offer, either (i) a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or in the case of a book-entry transfer, an Agent’s Message, and any other required documents must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, and either certificates for tendered Shares must be received by the Depositary at one of such addresses or such Shares must be delivered pursuant to the procedures for book-entry transfer set forth below (and a Book-Entry Confirmation (as defined below) received by the Depositary), in each case prior to the Expiration Date, or (ii) the tendering stockholder must comply with the guaranteed delivery procedures set forth below.

The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery through a Book-Entry Transfer Facility, is at the election and risk of the tendering stockholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of book-entry transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact that person if you desire to tender your Shares.

Book-Entry Transfer

The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the “Book-Entry Transfer Facility”) for purposes of the Offer within two (2) business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility’s systems may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary’s account in accordance with the Book-Entry Transfer Facility’s procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility, the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent’s Message, and any other required documents must, in any case, be delivered to, and received by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery

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procedures described below. The confirmation of a book-entry transfer of Shares into the Depositary’s account at the Book-Entry Transfer Facility as described above is referred to herein as a “Book-Entry Confirmation.”

Required documents must be delivered to and received by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility’s procedures does not constitute delivery to the Depositary.

Signature Guarantees

No signature guarantee is required on the Letter of Transmittal if (i) the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in the Book-Entry Transfer Facility’s systems whose name appears on a security position listing as the owner of the Shares tendered therewith) and such registered holder(s) has not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal or (ii) such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange Medallion Signature Program, or any other “eligible guarantor institution”, as such term is defined in Rule 17Ad-15 promulgated under the Exchange Act (each, an “Eligible Institution” and, collectively, “Eligible Institutions”). In all other cases, all signatures on Letters of Transmittal must be guaranteed by an Eligible Institution. See Instructions 1 and 5 to the Letter of Transmittal. If the certificates for Shares are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made, certificates for Shares not tendered or not accepted for payment are to be returned, to a person other than the registered holder of the certificates surrendered, then the tendered certificates for such Shares must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name or names of the registered holders or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed as aforesaid. See Instruction 5 to the Letter of Transmittal.

Guaranteed Delivery

If you want to tender your Shares pursuant to the Offer and your certificates are not immediately available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Depositary prior to the Expiration Date, your tender may be effected if all the following conditions are met:

• such tender is made by or through an Eligible Institution;

• a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by us, is received by the Depositary, as provided below, prior to the Expiration Date; and

• the certificates for (or a Book-Entry Confirmation with respect to) such Shares, together with a properly completed and duly executed Letter of Transmittal, with any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and any other required documents, are received by the Depositary within three (3) trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the New York Stock Exchange is open for business.

The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or transmitted by mail to the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery distributed with this Offer to Purchase.

Notwithstanding any other provision of the Offer, we will pay for Shares only after timely receipt by the Depositary of certificates for, or of Book-Entry Confirmation with respect to, the Shares, a properly completed

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and duly executed Letter of Transmittal, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and any other documents required by the Letter of Transmittal.

Accordingly, payment might not be made to all tendering stockholders at the same time, and will depend upon when the Depositary receives certificates or Book-Entry Confirmation that the Shares have been transferred into the Depositary’s account at the Book-Entry Transfer Facility.

Appointment as Proxy

By executing the Letter of Transmittal, you irrevocably appoint our designees, and each of them, as your agents, attorneys-in-fact and proxies, with full power of substitution, in the manner set forth in the Letter of Transmittal, to the full extent of your rights with respect to the Shares that you tender and that we accept for payment and with respect to any and all other Shares and other securities or rights issued or issuable in respect of such Shares on or after the date of this Offer to Purchase. All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered Shares. This appointment will be effective when we accept your Shares for payment in accordance with the terms of the Offer. Upon such acceptance for payment, all other powers of attorney and proxies given by you with respect to your Shares and such other securities or rights granted prior to such payment will be revoked, without further action, and no subsequent powers of attorney and proxies may be given by you (and, if given, will not be deemed effective). Our designees will, with respect to the Shares and such other securities and rights for which the appointment is effective, be empowered to exercise all your voting and other rights as they in their sole discretion may deem proper at any annual or special meeting of the Company’s stockholders, or any adjournment or postponement thereof, or by consent in lieu of any such meeting. In order for Shares to be deemed validly tendered, immediately upon the acceptance for payment of such Shares, we or our designee must be able to exercise full voting, consent and other rights with respect to such Shares and other securities, including voting at any meeting of stockholders.

Determination of Validity

All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by us, in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any or all tenders of any Shares determined by us not to be in proper form or the acceptance for payment of which, or payment for which, may be unlawful. No tender of Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of MW1, Purchaser, or any of their respective affiliates or assigns, if any, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Lost or Destroyed Certificates

Holders of Shares whose certificates for part or all of their Shares have been lost, stolen, misplaced or destroyed should contact the transfer agent for the Company’s common stock, Continental Stock Transfer & Trust Company. The stockholder will then be instructed by Continental Stock Transfer & Trust Company as to the steps that must be taken in order to replace such certificate. That certificate will then be required to be submitted together with the Letter of Transmittal in order to receive payment for Shares that are tendered and accepted for payment. A bond will be required to be posted by the stockholder to secure against the risk that the certificates may be subsequently recirculated. Holders of Shares are urged to contact Continental Stock Transfer & Trust Company immediately in order to permit timely processing of this documentation. Certificates, together with a properly completed and duly executed Letter of Transmittal, including any signature guarantees, or an Agent’s Message, and any other required documents must be delivered to the Depositary and not to us or the Information Agent. Any such documents delivered to us or the Information Agent will not be forwarded to the Depositary and, therefore, will not be deemed to be properly tendered.

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Binding Agreement

The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance of the Offer, as well as the tendering stockholder’s representation and warranty that the stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the Purchaser and you upon the terms and subject to the conditions of the Offer.

4. Withdrawal Rights

Except as otherwise provided in this Section 4, tenders of Shares are irrevocable. Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the Expiration Date and, unless theretofore accepted for payment and paid for by us pursuant to the Offer, may also be withdrawn at any time after April 14, 2009.

For a withdrawal to be effective, a written notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares.

If certificates for Shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution, the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution.

If Shares have been delivered pursuant to the procedures for book-entry transfer as set forth in Section 3, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with such Book-Entry Transfer Facility’s procedures. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be tendered again following one of the procedures described in Section 3, any time prior to the Expiration Date.

If we extend the Offer, are delayed in our acceptance of Shares for payment or are unable to accept Shares for payment for any reason, then, without prejudice to our rights under the Offer, the Depositary may, nevertheless, retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering Holders are entitled to withdraw them as described in this Section 4. Any such delay will be accompanied by an extension of the Offer to the extent required by law. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by us, in our sole discretion, which determination will be final and binding. None of MW1, Purchaser, or any of their respective affiliates or assigns, if any, the Depositary, the Information Agent, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

No withdrawal rights will apply to Shares tendered during any Subsequent Offering Period and no withdrawal rights apply during any such Subsequent Offering Period with respect to Shares tendered in the Offer and accepted for payment.

5. Certain United States Federal Income Tax Considerations

The following discussion summarizes certain U.S. federal income tax considerations generally applicable to stockholders in connection with the Offer and the Merger. This summary is based on the Internal Revenue Code

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of 1986, as amended (the “Code”), temporary and final Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions, all as currently in effect as of the date of this Offer to Purchase. All of the foregoing are subject to change at any time, possibly with retroactive effect, and all are subject to differing interpretation. No advance ruling has been sought or obtained from the IRS regarding the U.S. federal income tax consequences of the Offer or the Merger. The statements herein are not binding on the IRS or a court. As a result, we cannot assure you that the tax consequences discussed below will not be challenged by the IRS or sustained by a court if so challenged.

This summary does not address aspects of U.S. federal taxation other than U.S. federal income taxation. This summary does not address all aspects of U.S. federal income taxation, including aspects of U.S. federal income taxation that may apply to particular stockholders who are subject to special provisions of U.S. federal income tax law, including, without limitation, stockholders who acquired Shares as a result of the exercise of employee stock options or other compensation transactions, tax-exempt organizations, financial institutions, broker dealers and certain traders, insurance companies, persons having a “functional currency” other than the U.S. dollar, persons who hold Shares as part of a straddle, wash sale, hedging or conversion transaction, partnerships or other entities classified as partnerships for U.S. federal income tax purposes, persons subject to the alternative minimum tax and certain U.S. expatriates. In addition, the tax consequences described herein do not address any state, local or foreign tax consequences of the Offer or the Merger. This summary only applies to stockholders who hold their Shares as a capital asset.

As used in this summary, the term “U.S. Holder” means a beneficial owner of Shares that is, for U.S. federal income tax purposes, (a) a U.S. citizen or resident of the United States, (b) a corporation or other entity taxable as a corporation created or organized under the laws of the United States or any state or the District of Columbia, (c) an estate, the income of which is subject to U.S. federal income taxation regardless of its source or (d) a trust if a court within the United States is able to exercise primary supervision over its administration and one or more United States persons is authorized to control all of its major decisions. As used in this summary, the term “Non-U.S. Holder” means a beneficial owner of Shares that is, for U.S. federal income tax purposes, (a) an individual who is classified as a nonresident alien for U.S. federal income tax purposes, (b) a foreign corporation or (c) a foreign estate or trust the income of which is not subject to U.S. federal income taxation regardless of source.

If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) is the beneficial owner of Shares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. Partners in such partnerships should consult their own tax advisors as to the particular tax consequences applicable to them.

Each stockholder is urged to consult his, her or its own tax advisor with respect to the particular tax consequences to him, her or it of the Offer, the Merger and the exercise of appraisal rights, including U.S. federal, state, local, foreign and other tax consequences.

Taxable Sale of Shares

The receipt of cash in exchange for Shares pursuant to, or in connection with, the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder generally will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received (less, in the case of exercise of appraisal rights, any amount received as interest) and the U.S. Holder’s adjusted tax basis in the Shares surrendered. Such gain or loss generally will be capital gain or loss. Gain or loss must be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) that are surrendered for cash pursuant to, or in connection with, the Offer or the Merger. Any interest awarded to a U.S. Holder that exercises appraisal rights will be subject to tax for U.S. federal income tax purposes at ordinary income tax rates.

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Capital gain recognized from the disposition of Shares held for more than one year will be long-term capital gain. In the case of U.S. Holders who are individuals or certain trusts and estates, long-term capital gain generally will be subject to tax at a maximum U.S. federal income tax rate of 15%. Capital gain with respect to Shares held for one year or less will be short-term capital gain subject to tax at ordinary income tax rates. In general, capital losses are deductible only against capital gains and are not available to offset ordinary income. However, individual taxpayers are permitted to offset a limited amount of net capital losses annually against ordinary income, and unused capital losses may be carried forward to subsequent tax years.

Subject to the discussion below regarding backup withholding, a Non-U.S. Holder generally will not be subject to U.S. federal income and withholding tax with respect to cash received in exchange for Shares pursuant to, or in connection with, the Offer or the Merger.

Information Reporting and Backup Withholding

Information returns may be filed with the IRS with respect to any payments made pursuant to, or in connection with, the Offer or the Merger. A U.S. Holder may be subject to U.S. backup withholding tax on these payments if it fails to provide its taxpayer identification number to the Depositary and to comply with certification procedures or otherwise establish an exemption from backup withholding. A Non-U.S. Holder may be subject to U.S. backup withholding tax on these payments unless the Non-U.S. Holder complies with certification procedures to establish that it is not a “United States person” (as defined in the Code). Backup withholding is not an additional tax, and any amounts withheld under the backup withholding rules will be allowed as a refund or credit against a stockholder’s U.S. federal income tax liability, provided that the stockholder timely furnishes the required information to the IRS.

6. Price Range of the Shares

The Shares are traded on the OTC Bulletin Board (the “OTCBB”) under the symbol “GXYF”. The following table sets forth, for the periods indicated, the high and low sales prices for the Shares as reported on the OTCBB:

	High		Low
Fiscal Year Ending March 31, 2009
Fourth Quarter (through February 6, 2009)	$	0.30	$	0.16
Third Quarter	$	0.24	$	0.12
Second Quarter	$	0.25	$	0.14
First Quarter	$	0.27	$	0.13
Fiscal Year Ended March 31, 2008
Fourth Quarter	$	0.33	$	0.15
Third Quarter	$	0.47	$	0.21
Second Quarter	$	0.55	$	0.25
First Quarter	$	0.80	$	0.49
Fiscal Year Ended March 31, 2007
Fourth Quarter	$	0.82	$	0.49

On February 6, 2009, the last full day of trading prior to the first public announcement of the Offer, the last sale price of the Shares as reported on the OTCBB was $0.17 per Share. The average sale price of the Shares during the thirty (30) trading days preceding the first public announcement of the Offer, based on the last sale price on each trading day as reported on the OTC Bulletin Board, was $0.21 per Share. The highest last sale price of the Shares as reported on the OTC Bulletin Board during the fifty-two (52) weeks preceding the first public announcement of the Offer was $0.32 per Share.

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The price of $0.36 per Share in the Offer represents a premium of approximately 112% to the last sale price of the Shares as reported on the OTC Bulletin Board on February 6, 2009 and a premium of approximately 73% to the average sale price of the Shares during the thirty (30) trading days preceding the first public announcement of the Offer, based on the last sale price on each trading day as reported on the OTC Bulletin Board. The price of $0.36 per Share in the Offer also represents a premium of approximately 13% to the highest last sale price of the Shares as reported on the OTC Bulletin Board during the fifty-two (52) weeks preceding the first public announcement of the Offer.

The price of $0.36 per Share in the Offer is the same as the approximate implied price per Share paid by Galaxy Partners for the 13,811,120 Shares it acquired on November 18, 2008.

Stockholders are urged to obtain a current market quotation for the Shares.

7. Effect of the Offer on the Market for the Shares; Exchange Act Registration and the OTC Bulletin Board

Effect of the Offer on the Market for the Shares

The purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining Shares held by the public. The purchase of Shares pursuant to the Offer also can be expected to reduce the number of holders of Shares. We cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for or marketability of the Shares or whether it would cause future market prices to be greater or less than the Offer Price.

Exchange Act Registration and the OTC Bulletin Board

The Shares are currently registered under the Exchange Act. The purchase of the Shares pursuant to the Offer may result in the Shares becoming eligible for deregistration under the Exchange Act. Registration of the Shares may be terminated upon application by the Company to the SEC if the Shares are not listed on a “national securities exchange” and there are fewer than 300 record holders of Shares. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to its stockholders and the SEC and would make certain provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b) and the requirements of furnishing a proxy statement in connection with stockholder meetings pursuant to Section 14(a), no longer applicable to the Company. If the Shares are no longer registered under the Exchange Act, the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions would no longer be applicable to the Company. Furthermore, the ability of “affiliates” of the Company and persons holding “restricted securities” of the Company to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), may be impaired or eliminated.

If, as a result of the purchase of Shares pursuant to the Offer or the proposed Merger, the Company is no longer required to maintain registration of the Shares under the Exchange Act, we intend to cause the Company to apply for termination of such registration.

To be eligible for quotation on the OTCBB, the Company must remain current in its filings with the SEC. If, as a result of the purchase of Shares pursuant to the Offer or otherwise, there are fewer than 300 record holders of Shares, the Company will no longer be required to maintain registration of the Shares under the Exchange Act and file periodic and special reports, proxy statements and other information with the SEC. In this event, we will cause the Company to apply for termination of such registration, and the Company will no longer meet the requirements for the Shares being quoted on the OTCBB.

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In the event that the Shares were no longer quoted on the OTCBB, it is possible that the Shares would be quoted on the Pink Sheets. Trading and the availability of such quotations would, however, depend upon the number of stockholders and/or the aggregate market value of the Shares remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration of the Shares under the Exchange Act as described above and other factors. In any event, if registration of the Shares is not terminated prior to the Merger, the registration of the Shares under the Exchange Act will be terminated promptly following the consummation of the Merger and there will be no continued trading market for the Shares.

8. Information Concerning the Company

The Company was founded in 1972 under the original name of Fiesta Foods & Galaxy Foods, in New Castle, Pennsylvania. In 1980, the Company changed its name to Galaxy Cheese Company, and in 1987 reincorporated under the laws of the State of Delaware. In 1987, the Company completed its initial public offering. In June 1991, the Company moved from New Castle, Pennsylvania to Orlando, Florida, and in November 2000 the Company changed its name to Galaxy Nutritional Foods, Inc. The Shares are traded on the OTCBB under the symbol “GXYF”. As of January 31, 2009, the principal executive offices of the Company were located at 5955 T.G. Lee Boulevard, Suite 201, Orlando, Florida 32822, and its telephone number was (407) 855-5500. On January 21, 2009, the Company reported that after it vacates its 5955 T.G. Lee Boulevard offices, the lease for which was scheduled to expire on January 31, 2009, the Company intends to move its principal executive offices to newly rented office space located at 6280 Hazeltine National Drive, Orlando, Florida 32822.

The Company develops and globally markets plant-based cheese alternatives, organic dairy and other organic and natural food products to grocery and natural foods retailers, mass merchandisers and food service accounts. The Company’s overall strategy is to enhance the value of its brands by developing nutritious and delicious food products made with high quality natural ingredients that exceed the expectations of today’s health conscious consumers. The Company is also committed to reducing its environmental impact as part of its Eat Green for Body & Earth™ program that offsets carbon emissions associated with product shipping and emphasizes the use of organic ingredients.

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The selected consolidated financial data presented below, as of or for the years ended March 31, 2008 and 2007, are derived from the audited historical financial statements of the Company. The selected financial data presented below, as of or for the six-month periods ended September 30, are derived from unaudited consolidated financial statements of the Company. This information should be read in conjunction with “Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II — Item 8. Financial Statements” from the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2008 filed with the SEC on June 30, 2008 and “Part I — Item 1. Financial Statements” and “Part I. — Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” from the Company’s Quarterly Report on Form 10-Q for the periods ended September 30, 2008 and September 30, 2007 filed with the SEC on November 14, 2008 and November 14, 2007, respectively. The following summary is qualified in its entirety by reference to such reports and other documents and all of the financial information and notes contained therein. Copies of such reports and other documents may be examined at or obtained from the SEC in the manner set forth below. In addition, based on the Company’s unaudited balance sheet as of September 30, 2008, the Company’s book value per Share was approximately -$0.02.

	Six Months Ended September 30						Year Ended March 31
	2008			2007			2008			2007
	(unaudited)			(unaudited)
STATEMENTS OF INCOME DATA:
Net Sales	$	12,152,280		$	12,317,261		$	25,190,600		$	27,162,110
Gross Margin		3,948,100			5,116,055			9,513,946			10,937,561
Total Operating Expenses		3,416,415			4,059,663			7,709,778			10,045,000
Income From Operations		531,685			1,056,392			1,804,168			892,561
Net Income		315,829			811,340			1,338,855			146,498
Basic Net Income Per Common Share		0.02			0.05			0.08			0.01
Diluted Net Income Per Common Share		0.02			0.04			0.07			0.01
BALANCE SHEET DATA:
Total Current Assets		4,894,145			4,308,039			4,622,729			4,171,457
Property and Equipment, Net		58,896			78,990			65,671			90,181
Other Assets		55,745			81,182			68,463			102,980
Total Assets		5,008,786			4,468,211			4,756,863			4,364,618
Total Current Liabilities		5,325,656			2,926,381			5,389,562			3,464,537
Accrued Employment Contracts (less current portion)		—			18,229			—			194,491
Related Party Note Payable (less current portion)		—			2,683,815			—			2,677,144
Total Liabilities		5,325,656			5,628,425			5,389,562			6,336,172
Total Stockholders’ Deficit		(316,870	)		(1,160,214	)		(632,699	)		(1,971,554	)

Except as otherwise set forth herein, the information concerning the Company contained in this Offer to Purchase, including financial information, has been taken from or is based upon publicly available documents and records on file with the SEC. The summary information concerning the Company in this Section 8 and elsewhere in this Offer to Purchase is derived from the Company’s Annual Report on Form 10-K for its fiscal year ended March 31, 2008 and other publicly available information. The summary information set forth in this Section 8 and elsewhere in this Offer to Purchase is qualified in its entirety by reference to such Report and other publicly available documents and records on file with the SEC (which may be obtained and inspected as described below) and should be considered in conjunction with the more comprehensive financial and other information in such Report and other publicly available documents and records filed by the Company with the SEC. Neither Purchaser, MW1, nor the Information Agent assumes any responsibility for the accuracy or completeness of the information contained in this Offer to Purchase with respect to the Company or any of its affiliates or for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of any such information but which are unknown to Purchaser and MW1.

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The Company files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of this material may also be obtained by mail, upon payment of the SEC’s customary charges, from the SEC’s Office of Investor Education and Advocacy at 100 F Street, N.E., Washington, D.C. 20549. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. The Company’s SEC filings are also available to the public on the SEC’s Internet site (http://www.sec.gov).

9. Information Concerning Purchaser, MW1, Mill Road and Galaxy Partners

Purchaser is a Delaware corporation and was formed by MW1 for the specific purpose of making the Offer. Purchaser has not conducted any other business to date. As of the date of this Offer to Purchase, Purchaser is a wholly owned subsidiary of MW1. Upon consummation of the Merger, Purchaser will merge with and into the Company and the Company will survive the Merger as a wholly owned subsidiary of MW1. The business address of Purchaser and MW1 is c/o Mill Road Capital, L.P., Two Sound View Drive, Suite 300, Greenwich, Connecticut 06830, and the business telephone number is (203) 987-3500. The name, business address, citizenship, present principal occupation and employment history of each director and executive officer of Purchaser are set forth in Schedule I to this Offer to Purchase.

MW1 is a Delaware limited liability company and was formed for purposes of facilitating the Offer. MW1 was formed by Mill Road, and Mill Road is the sole member of MW1 as of the date of this Offer to Purchase. Mill Road is an investment firm that focuses on investments in publicly traded companies under $250 million in size. Mill Road owns 559,608 Shares, representing approximately 2.1% of the 27,051,294 issued and outstanding Shares as of December 29, 2008. The general partner of Mill Road is Mill Road Capital GP LLC, a Delaware limited liability company (“MRCGP”), and the principal business of MRCGP is to act as the sole general partner of Mill Road. The address of Mill Road and MRCGP is Two Sound View Drive, Suite 300, Greenwich, Connecticut 06830. The name, business address, citizenship, present principal occupation and employment history of each person controlling MRCGP are set forth in Schedule II to this Offer to Purchase. By virtue of their positions as management committee directors of MRCGP, each such person has shared power to vote and dispose of the 559,608 Shares owned by Mill Road.

As of the date of this Offer to Purchase, neither Purchaser nor MW1 is an affiliate of the Company. However, MW1 expects that Galaxy Partners, currently the Company’s majority stockholder, will contribute its 13,811,120 Shares to MW1 and become a 50% equity holder of MW1 prior to the Expiration Date. MW1 will subsequently contribute these 13,811,120 Shares to Purchaser prior to the Expiration Date, making Purchaser an affiliate of the Company as of the Expiration Date. Galaxy Partners has advised Purchaser that it will not tender any Shares pursuant to the Offer. The principal business of Galaxy Partners is to own the Shares it acquired pursuant to the November Purchase Agreement (as defined below), its business address is 17725 Juniper Path, Lakeville, Minnesota 55044, and its business telephone number is (952) 431-0400. The name, business address, citizenship, present principal occupation and employment history of each member of Galaxy Partners are set forth in Schedule III to this Offer to Purchase. By virtue of his position as the sole manager and governor of Galaxy Partners, Timothy Krieger may be deemed to have shared voting and dispositive power of the 13,811,120 Shares held by Galaxy Partners. The 13,811,120 Shares owned by Galaxy Partners represents approximately 51.1% of the 27,051,294 issued and outstanding Shares as of December 29, 2008.

Except as set forth elsewhere in this Offer to Purchase or in Schedule IV hereto: (i) other than the 13,811,120 Shares owned by Galaxy Partners and the 559,608 Shares owned by Mill Road, neither Purchaser, MW1, Mill Road, MRCGP, Galaxy Partners nor, to the best of our knowledge, any of the persons listed in Schedules I, II and III hereto or any associate or majority-owned subsidiary of Purchaser, MW1, Mill Road, MRCGP, Galaxy Partners or any of the persons so listed, beneficially owns or has a right to acquire any Shares or any other equity securities of the Company; (ii) neither Purchaser, MW1 nor, to our knowledge, any of the persons or entities referred to in clause (i) above or any of their executive officers, directors, subsidiaries or

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pension, profit-sharing or similar plans has effected any transaction in the Shares or any other equity securities of the Company during the past 60 days; (iii) other than the Term Sheet dated as of February 6, 2009 between Galaxy Partners and Mill Road (the “Term Sheet”), the Standstill Agreement dated as of February 6, 2009 by and between Galaxy Partners and Mill Road (the “Standstill Agreement”) and the Stock Purchase Agreement dated November 18, 2008 by and among the Company, Frederick A. DeLuca and Galaxy Partners (the “November Purchase Agreement”), each described in Section 12, neither Purchaser, MW1, Mill Road, MRCGP, Galaxy Partners nor, to our knowledge, any of the persons listed in Schedules I, II and III hereto, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including, but not limited to, the transfer or voting thereof, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations; (iv) other than pursuant to the Term Sheet and the November Purchase Agreement, during the two years prior to the date of this Offer to Purchase, there have been no transactions that would require reporting under the rules and regulations of the SEC between Purchaser, MW1, Mill Road, MRCGP or Galaxy Partners or any of their respective subsidiaries or, to our knowledge, any of the persons listed in Schedules I, II and III hereto, on the one hand, and the Company or any of its executive officers, directors or affiliates, on the other hand; and (v) other than the Term Sheet, the Standstill Agreement, the November Purchase Agreement and as described in Section 10, during the two years prior to the date of this Offer to Purchase, there have been no contracts, negotiations or transactions between Purchaser, MW1, Mill Road, MRCGP, Galaxy Partners or any of their respective subsidiaries or, to the best of our knowledge, any of the persons listed in Schedules I, II and III hereto, on the one hand, and the Company or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets of the Company.

Neither Purchaser, MW1, Mill Road, MRCGP nor Galaxy Partners, nor any of the persons listed in Schedules I , II and III hereto, has during the past five (5) years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

10. Background of the Offer; Contacts with the Company

Galaxy Partners

In early summer 2008, a third party introduced Timothy Krieger, currently the sole manager and governor of Galaxy Partners, to a broker who facilitated an introduction to David H. Lipka, Chairman of the Company Board. Mr. Lipka, on behalf of the Company, was seeking a purchaser for the interests in the Company held by Frederick A. DeLuca. Mr. DeLuca was then the owner of 3,869,842 Shares and a note from the Company in the principal amount of $2,685,104.17. The note, which was convertible into Shares, was due to mature in October 2008. Commencing in July 2008, Mr. Krieger and Mr. Lipka engaged in discussions regarding the purchase of Mr. DeLuca’s Shares and note.

In September, October and November 2008, negotiations continued among Mr. Krieger, Mr. Lipka and Mr. DeLuca, culminating in Galaxy Partners’ agreement to purchase Mr. DeLuca’s interests.

On November 18, 2008, the Company, Frederick A. DeLuca, and Galaxy Partners entered into a Stock Purchase Agreement pursuant to which Mr. DeLuca, in exchange for the sum of $5 million, sold to Galaxy Partners 3,869,842 Shares and assigned to Galaxy Partners all of his right, title and interest in and to an unsecured convertible note of the Company in the amount of $2,685,104 (the “Convertible Note”). In connection with the November Purchase Agreement, Galaxy Partners converted all of the outstanding principal and accrued interest under the Convertible Note into 9,941,278 Shares. As a result of the conversion of the Convertible Note into 9,941,278 Shares, Galaxy Partners acquired an aggregate of 13,811,120 Shares, at an implied purchase price

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of approximately $0.36 per Share, and consequently became the Company’s majority stockholder, owning approximately 51.1% of the 27,051,294 issued and outstanding Shares as of December 29, 2008.

Galaxy Partners is comprised of seven members. In consideration of the conversion of the Convertible Note into Shares, the Company agreed to expand the size of the Company Board from four to seven members and elected three of the seven members of Galaxy Partners — David B. Johnson, Timothy S. Krieger and Michael D. Slyce — to the Company Board.

Effective upon the closing of the transactions contemplated by the November Purchase Agreement, David H. Lipka, Chairman of the Company Board, entered into a Consultant Agreement by and among David H. Lipka, Galaxy Partners and Fairway Dairy and Ingredients LLC, an affiliate of Galaxy Partners (“Fairway”). Under the Consulting Agreement, Mr. Lipka has been engaged as an independent consultant of Galaxy Partners to serve as, and in the capacity of, an adviser and consultant to the management of Galaxy Partners and Fairway. The consulting agreement has a term of three (3) years. In exchange for his services, Galaxy Partners agreed to pay Mr. Lipka aggregate consideration of $500,000, $300,000 of which was paid in November 2008 and $33,333 of which was paid in January 2009. In consideration of the consulting arrangement, Mr. Lipka agreed to waive his rights under the Company’s 2007 Stay Bonus, Severance Bonus and Sales Plan.

In connection with Galaxy Partners becoming the majority stockholder of the Company, Mr. Krieger entered into a letter agreement with Michael E. Broll, the Chief Executive Officer of the Company, dated October 30, 2008. Mr. Broll agreed to continue as CEO until March 31, 2009. In the event a new employment agreement could not be negotiated between the Company and Mr. Broll by such date, Mr. Krieger obligated the Company to pay Mr. Broll $20,000 per month for 25 consecutive months. The letter agreement was subsequently ratified by the Company Board on November 14, 2008.

On December 29, 2008, Mr. Krieger requested that the Company Board form a special committee of its directors to evaluate a reverse stock split. The Company formed such a committee on December 29, 2008, consisting of Peter J. Jungsberger and Robert S. Mohel, the Company’s two independent directors.

On January 21, 2008, in connection with a meeting of the Company Board on such date, David B. Johnson, a director of the Company and a member of Galaxy Partners, requested that the Board postpone further action with respect to the special committee, such as authorizing funding for the special committee. The Company Board agreed to defer further action with respect thereto.

Mill Road

In early 2007, Mill Road first met with Michael Broll, Chief Executive Officer of the Company. At that meeting, Mill Road introduced itself to Mr. Broll and discussed its potential interest in purchasing Shares in the public market. Mill Road acquired its current stake in the Company in the public markets over a two-day period: (i) on February 26, 2007, Mill Road acquired 547,308 Shares for approximately $0.72 per Share and (ii) on February 27, 2007, Mill Road acquired 12,300 Shares for approximately $0.69 per Share.

On March 27, 2007, Mill Road sent a letter to the Company stating Mill Road’s interest in the possibility of leading an acquisition of the Company and that Mill Road was prepared to begin discussions. On April 4, 2007, Mill Road sent another letter to the Company stating that it agreed to refrain from trading Shares and to keep confidential all non-public information provided by the Company.

On July 13, 2007, Mill Road sent an email to the Company reiterating its interest in acquiring the Company and providing an initial non-binding offer range of $0.80 to $1.10 per Share, pending additional due diligence. Subsequently, Mill Road continued to hold discussions with the Company and conduct its due diligence.

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On August 8, 2007, Mill Road sent an email to David Lipka, Chairman of the Company Board, describing possible terms of a going private transaction whereby Mill Road would purchase Shares at a revised price of $0.60 per Share and Frederick DeLuca, a stockholder of the Company, would “roll-over” his equity in the Company, thereby continuing as a stockholder of the Company or its successor.

On August 30, 2007, Mill Road and the Company entered into a confidentiality agreement. Thereafter, representatives of Mill Road and the Company continued to have discussions about a possible transaction. On September 26, 2007, Mill Road submitted a non-binding written offer to the Company to acquire the Shares, including those Shares issued upon conversion of the convertible note issued by the Company to Mr. DeLuca, at a price of $0.65 per Share. The offer was conditioned on Mill Road’s satisfactory completion of due diligence, satisfactory completion of definitive, binding documentation and satisfaction of other conditions.

After further discussions with the Company, on October 5, 2007, Mill Road submitted a revised, non-binding written offer to the Company in which it increased its offer to $0.69 per Share.

Throughout October and November of 2007, Mill Road continued discussions with the Company and performed additional due diligence. The Company and Mill Road were unable to agree on terms for a possible transaction and ended their discussions in late 2007.

Throughout the first half of 2008, Mill Road and Mr. Lipka periodically discussed various topics concerning the Company and its future. In June 2008, Mr. Lipka approached Mill Road concerning a possible transaction involving Mill Road. Discussions centered around a structure in which Mill Road would purchase Mr. DeLuca’s convertible note at its accreted value and Mill Road would acquire the Shares at a price of $0.17 per Share. The Company and Mill Road continued discussions along these lines, and Mill Road sent letters dated July 3, 2008, July 10, 2008 and July 18, 2008 to the Company and Mr. DeLuca outlining its non-binding proposals to acquire, in the case of the letter dated July 3, Mr. DeLuca’s convertible note, in the case of the letter dated July 10, all outstanding Shares of the Company, and in the case of the letter dated July 18, Mr. DeLuca’s convertible note and the Shares then owned by Mr. DeLuca. Based on Mill Road’s stated $3.4 million approximate accreted value of the convertible note and a purchase price of $0.17 per Share for all other Shares owned by Mr. DeLuca, the July 18 proposal implied an average purchase price of approximately $0.30 per Share.

In late July 2008, the Company informed Mill Road that it was discontinuing discussions with Mill Road about a possible transaction because it was pursuing an alternative transaction with a third party. Mill Road and the Company continued to have periodic discussions in which the Company indicated it was still pursuing the alternative transaction with the third party. On November 21, 2008, the Company filed a Form 8-K with the SEC reporting the November Purchase Agreement.

Following this announcement, Mill Road contacted Galaxy Partners in early December 2008 to introduce Mill Road and discuss the Company. On December 11, 2008, Mill Road met with Timothy Krieger, a member and the sole manager and governor of Galaxy Partners, in Minnesota. During the meeting, Mill Road expressed an interest in working with Galaxy Partners to take the Company private. On January 6, 2009, Timothy Krieger met in Connecticut with Mill Road. Mill Road invited to the meeting two individuals who it thought might be interested in serving in management positions at the Company, should Mill Road and Galaxy Partners acquire the Company. During this meeting, the parties discussed a potential transaction to acquire the Company. Following this meeting, Mill Road and Galaxy Partners had numerous conference calls and meetings related to a potential transaction involving the Company. These discussions have culminated in Mill Road and Galaxy Partners signing the Term Sheet on February 6, 2009.

11. Purpose of the Offer; Plans for the Company; Alternatives, Reasons and Effects

The purpose of the Offer is to enable MW1 to acquire control of, and the entire equity interest in, the Company. The Offer is intended to increase the likelihood that, and the speed with which, the entire equity interest in the Company will be acquired. The purpose of the Merger is to acquire all of the outstanding Shares

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not purchased pursuant to the Offer. MW1 and Purchaser intend to consummate the Merger as soon as possible following the consummation of the Offer. MW1 intends, upon consummation of the Merger, to appoint representatives of its then current equity holders to the Company Board, in place of the Company’s current directors. MW1 also intends, upon consummation of the Merger, to identify and hire individuals who will serve as officers of the Company (“Management”), some of whom may be appointed to the Company Board. MW1 expects that such individuals will replace at least a portion of the Company’s present management.

Following the Merger, the business and operations of the Company will be directed by members of Management, subject to the oversight and direction of the Company Board and the executive committee of MW1. Except as otherwise provided in this Offer to Purchase, it is currently expected that, following the Merger, the business and operations of the Company will be continued substantially as they are currently being conducted.

Stockholders of the Company who tender and sell their Shares in the Offer will cease to have any equity interest in the Company and any right to participate in its earnings and future growth. If the Merger is consummated, non-tendering stockholders will no longer have an equity interest in the Company and instead will have only the right to receive cash consideration, in the amount of the Offer Price, pursuant to the Merger. Similarly, after selling their Shares in the Offer or the subsequent Merger, stockholders of the Company will not bear the risk of any decrease in the value of the Company.

Upon consummation of the Merger, MW1 will own all of the Company’s capital stock. Galaxy Partners, Mill Road and the members of Management having an equity interest in MW1 will have indirect interests in the Company. Accordingly, MW1 and its owners will be the beneficiaries of the Company’s future earnings and growth, if any, and will be entitled to vote on corporate matters affecting the Company following the Merger. Similarly, MW1 and its owners will also bear the risks of ongoing operations in an uncertain market and economy, including the risks of any losses generated by the Company’s operations and any decrease in the Company’s value after the Merger.

Under Section 253 of the Delaware General Corporation Law, if a corporation owns at least 90% of the outstanding shares of each class of stock of a subsidiary corporation, the corporation holding such stock may merge such subsidiary into itself, or itself into such subsidiary pursuant to a short-form merger, without any action or vote on the part of the board of directors or the stockholders of such other corporation. In the event that we acquire in the aggregate, pursuant to the Offer, at least 90% of the Shares then outstanding, then, at our election, a short-form merger of us with and into the Company could be effected without any further approval of the Company Board or the stockholders of the Company. Even if we do not own at least 90% of the Shares outstanding following consummation of the Offer, we could seek to purchase additional Shares in the open market or otherwise in order to reach the applicable 90% threshold and employ such a short-form merger. The per share consideration paid for any Shares so acquired in open market purchases may be greater or less than the Offer Price. MW1 presently intends to effect a short-form merger, if permitted to do so under the Delaware General Corporation Law, pursuant to which Purchaser will be merged with and into the Company.

If we waive the Minimum Condition and acquire less than 90% of the Shares pursuant to the Offer and do not otherwise reach the 90% threshold for purposes of effecting a short-form merger, the approval of the Company Board and a vote of the Company’s stockholders would be required under Delaware law to approve the Merger. The Company would be required in connection therewith to circulate a proxy statement or information statement conforming to the requirements of applicable SEC regulations and, consequently, a significantly longer period of time would be required to effect the Merger than if no vote were required. However, because Purchaser intends to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Offer in the event that a number of Shares, together with any Shares then owned by Purchaser, representing at least 66.7% of the outstanding Shares of the Company as of the Expiration date of the Offer have been validly tendered and not withdrawn, we anticipate that the Merger, subject to approval by the Company Board, would be approved by the stockholders of the Company (on the basis of Purchaser’s voting power as the Company’s majority stockholder).

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MW1 and Galaxy Partners each believe that the cost to the Company of continuing to file periodic reports with the SEC and complying with the proxy and annual report requirements under the Exchange Act outweighs the benefits to the Company and its stockholders of continuing as a publicly traded company. MW1’s and Galaxy Partners’ reasons for the Offer and the Merger are the potential benefits to the Company of operating as a privately held company, including its ability to react rapidly to opportunities or changing conditions without regard to short-term stock price or quarterly results, not continuing to incur significant audit, legal and other costs and fees associated with remaining a public company, and greater operating flexibility to focus on enhancing value by emphasizing growth and operating cash flow without the constraint of the public market’s emphasis on quarterly earnings, as well as other limitations and expenses associated with remaining a public company. Following the consummation of the Offer and the Merger, MW1 intends to use in the Company’s operations those funds that would otherwise be expended in complying with requirements applicable to public companies.

In the event the Offer is consummated and Purchaser acquires less than 90% of the then outstanding Shares, there are various means by which the Company could become privately held. In addition to a merger subject to board approval and a stockholder vote, as described in the preceding paragraph, the Company could effect a reverse stock split or, if there are fewer than 300 record holders of Shares, the Company could “go dark” by terminating registration of the Shares under the Exchange Act. Whether by means of the Merger or otherwise, MW1 and Galaxy Partners intend to cause the Company to become privately held following consummation of the Offer.

MW1 and Galaxy Partners considered alternative means to take the Company private, including a reverse stock split and a negotiated merger transaction. The alternatives of a reverse stock split and a negotiated merger transaction with the Company were rejected by MW1 and Galaxy Partners based on the significantly longer period of time it would take to accomplish the transaction, as compared with the Offer and the Merger, the likely increased cost for legal and other professional services in connection with such alternatives, and the added value to existing stockholders of allowing them to receive their cash consideration at an earlier date pursuant to the Offer and the Merger.

Except as described above or elsewhere in this Offer to Purchase, Purchaser and MW1 have no present plans that would relate to or result in an extraordinary corporate transaction involving the Company (such as a merger, reorganization or liquidation), any purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries, any change in the present Company Board or management, any material change in the Company’s capitalization, or indebtedness, or any other material change in the Company’s corporate structure or business. MW1 intends to change the Company’s present dividend policy as described Section 14.

Immediately prior to the completion of the Offer, based on the Company’s unaudited balance sheet as of September 30, 2008 and unaudited statement of income for the six months ended September 30, 2008, the interest of MW1 in the Company’s net book value and net income will be approximately 53% or approximately $(167,941) and $167,389, respectively, without giving effect to any options or other convertible securities which are exercisable or convertible into stock of the Company. After giving effect to the Offer and the Merger, the interest of MW1 in the Company’s net book value and net income will be 100%. Thus, based on the Company’s unaudited balance sheet as of September 30, 2008 and unaudited statement of income for the six months ended September 30, 2008, MW1 will have an interest of $(316,870) in the Company’s net book value, and an interest of $315,829 in the Company’s net income.

Immediately prior to its contribution of its Shares to MW1, based on the Company’s unaudited balance sheet as of September 30, 2008 and unaudited statement of income for the six months ended September 30, 2008, the interest of Galaxy Partners in the Company’s net book value and net income will be approximately 51% or approximately $(161,604) and $161,073, respectively, without giving effect to any options or other convertible securities which are exercisable or convertible into stock of the Company. After giving effect to the contribution by Galaxy Partners of its Shares to MW1 and the contribution by Mill Road of cash and its Shares to MW1,

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Galaxy Partners will own approximately 50% of MW1 prior to any ownership interests in MW1 being issued to Management. Accordingly, upon consummation of the Offer and the Merger, Galaxy Partners will have an indirect 50% interest in the Company’s net book value and net income. Thus, based on the Company’s unaudited balance sheet as of September 30, 2008 and unaudited statement of income for the six months ended September 30, 2008, Galaxy Partners will have an indirect interest of approximately $(158,435) in the Company’s net book value, and an indirect interest of approximately $157,915 in the Company’s net income.

We are not aware of any officer, class of employee or corporate assets of the Company that has been or will be employed or used in connection with the Offer.

12. Description of the November Purchase Agreement, the Term Sheet and the Standstill Agreement

The following is a summary of material provisions of each of the November Purchase Agreement, the Term Sheet and the Standstill Agreement. This summary is not a complete description of such agreements and is qualified in its entirety by reference to the full text of such agreements filed with the SEC as Exhibits to the Schedule TO, which is incorporated herein by reference. The November Purchase Agreement, the Term Sheet and the Standstill Agreement may be examined, and copies obtained, as set forth in Section 8.

November Purchase Agreement

On November 18, 2008, the Company, Frederick A. DeLuca, and Galaxy Partners entered into a Stock Purchase Agreement pursuant to which Mr. DeLuca, in exchange for the sum of $5 million, sold to Galaxy Partners 3,869,842 Shares and assigned to Galaxy Partners all of his right, title and interest in and to an unsecured convertible note of the Company in the amount of $2,685,104. In connection with the November Purchase Agreement, Galaxy Partners converted all of the outstanding principal and accrued interest under the Convertible Note into 9,941,278 Shares. As a result of the conversion of the Convertible Note into 9,941,278 Shares, Galaxy Partners acquired an aggregate of 13,811,120 Shares, at an implied purchase price of approximately $0.36 per Share, and consequently became the Company’s majority stockholder, owning approximately 51.1% of the 27,051,294 issued and outstanding Shares as of December 29, 2008.

Galaxy Partners is comprised of seven members. In consideration of the conversion of the Convertible Note into Shares, the Company agreed to expand the size of the Company Board from four to seven members and elected three of the seven members of Galaxy Partners — David B. Johnson, Timothy S. Krieger and Michael D. Slyce — to the Company Board.

Term Sheet

The Offer. The Term Sheet provides that Purchaser be formed by Mill Road for the purpose of acquiring, pursuant to the Offer, all of the outstanding Shares not currently owned by either Galaxy Partners or Mill Road. Under the Term Sheet, MW1 will be the sole stockholder of Purchaser, and Mill Road initially will be MW1’s sole member. It is expected that, prior to the Expiration Date, Galaxy Partners, Mill Road and Management will enter into a limited liability company operating agreement for MW1, pursuant to which (i) Galaxy Partners will contribute its 13,811,120 Shares to MW1, (ii) Mill Road will contribute its 559,608 Shares to MW1 and (iii) Mill Road will contribute to MW1 the funds necessary to facilitate the purchase of, and payment for, Shares tendered in the Offer. MW1 will then contribute immediately such Shares and cash to Purchaser.

Purchaser’s obligation to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Offer is subject to the satisfaction of certain conditions, including the condition that a number of Shares, together with any Shares then owned by Purchaser, representing at least 90% of the outstanding Shares as of the Expiration Date of the Offer have been validly tendered and not properly withdrawn prior to the expiration of the Offer. However, pursuant to the Term Sheet, Mill Road and Galaxy Partners intend to cause Purchaser to accept for payment, purchase and pay for Shares validly tendered and not withdrawn

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pursuant to the Offer in the event that a number of Shares, together with any Shares then owned by Purchaser, representing at least 66.7% of the outstanding Shares of the Company as of the Expiration Date have been validly tendered and not properly withdrawn. The Term Sheet also provides that Purchaser’s obligation to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Offer is conditioned upon, prior to the Expiration Date, Galaxy Partners, Mill Road and Management having entered into a mutually acceptable limited liability company operating agreement for MW1, pursuant to which MW1 will receive, and will subsequently contribute to Purchaser, the contributions of cash and Shares described in the preceding paragraph of this Offer to Purchase.

The Merger. The Term Sheet provides that following Purchaser’s purchase of, and payment for, Shares pursuant to the Offer, Purchaser will be merged with and into the Company. Following the Merger, the Company will continue as the surviving corporation (the “Surviving Corporation”) and will be a wholly owned subsidiary of MW1. Upon consummation of the Merger, MW1 will appoint Management and representatives of Galaxy Partners and Mill Road to the Company Board. The operations and management of the Company will be directed by Management, subject to the oversight and direction of the Company Board and the executive committee of MW1.

Standstill Agreement

No Transfer of Shares. Under the Standstill Agreement, Galaxy Partners agrees that, unless approved in writing by Mill Road, Galaxy Partners will not sell, transfer, tender, assign, pledge, or otherwise dispose of or enter into any arrangement to do any of the same with respect to any Shares owned or voted by Galaxy Partners during the term of the Standstill Agreement, or enter into any voting or other arrangement with respect to the voting of such Shares (each a “Voting Proxy”). Galaxy Partners has not entered into or created any Voting Proxy which is, or will be, effective. Under the Standstill Agreement, Mill Road agrees that, unless approved in writing by Galaxy Partners, Mill Road will not enter into any agreement or engage in discussions, approve, endorse or recommend any arrangement with any person, group, company or entity contrary to the agreement that Mill Road has with Galaxy Partners related to the Term Sheet.

Standstill. The Standstill Agreement provides that Galaxy Partners will not, nor will any representative of Galaxy Partners directly or indirectly, solicit, in any form or manner, any Acquisition Proposal (as defined below), take any action that may facilitate an Acquisition Proposal, engage in discussions regarding an Acquisition Proposal, approve, endorse or recommend any Acquisition Proposal, or enter into any agreement or understanding relating to any Acquisition Proposal. Galaxy Partners and its representatives agree to immediately cease any activities with respect to any Acquisition Proposal. “Acquisition Proposal” means any inquiry, offer or proposal (other than those related to Mill Road or its affiliates) involving any purchase by any person or “group” (as defined under Section 13(d) of the Exchange Act) of any Shares, any tender or exchange offer involving Shares, any merger or similar transaction involving the Company, any sale, lease, exchange, transfer, acquisition or license of any assets of the Company other than in the ordinary course of business, or any type of liquidation or reorganization of the Company or any of its subsidiaries.

Galaxy Partners, as promptly as practicable (after taking into account any relevant legal and confidentiality obligations), will advise Mill Road orally and in writing of an Acquisition Proposal or any request for nonpublic information or other inquiry which it reasonably believes could lead to an Acquisition Proposal, the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the person or group making any such Acquisition Proposal, request or inquiry. Galaxy Partners will keep Mill Road informed as promptly as practicable in all material respects of the status and details (including material amendments or proposed amendments) of any such Acquisition Proposal, request or inquiry.

Term. The Standstill Agreement terminates on the six month anniversary of February 6, 2009.

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13. Source and Amount of Funds

We estimate that the total amount of funds required to purchase all Shares pursuant to the Offer and the Merger will be approximately $9.74 million. We expect that MW1, our parent company, will provide us with sufficient funds to acquire all of the outstanding Shares pursuant to the Offer and the Merger.

MW1 will provide us with these funds if and when Galaxy Partners, Mill Road and Management enter into a mutually acceptable limited liability company operating agreement for MW1, pursuant to which Mill Road will contribute to MW1 the funds necessary to facilitate the purchase of, and payment for, Shares tendered pursuant to the Offer. Mill Road has sufficient cash to pay for all of the Shares tendered in the Offer and to consummate the Merger.

We believe we do not need any alternative financing arrangements or alternative financing plans, and we have no such plans or arrangements.

14. Dividends

The Company has not paid any dividends with respect to the Shares and has indicated that it does not expect to pay dividends on the Shares in the foreseeable future. The Company has indicated that it is the present policy of the Company Board to retain future earnings to finance the growth and development of the Company’s business. The Company has indicated that any future dividends will be declared at the discretion of the Company Board and will depend upon several things, including the financial condition, capital requirements, earnings and liquidity of the Company.

Following the consummation of the Offer and the Merger, MW1 intends to cause the Company to enter into a working capital facility for the purpose of typical cash management and allowing the Company to operate its normal business with a minimal cash balance. Upon the successful implementation of this working capital facility, the Company will make a one-time distribution to MW1, which will further make a distribution in the same amount to Galaxy Partners and its affiliates. Such distribution to Galaxy Partners and its affiliates shall be calculated as the amount of cash at the Company when measured at the earlier of (i) the date the Company becomes privately held and (ii) March 31, 2009. Thereafter, provided that the Company has sufficient free cash flow, the Company will dividend out a minimum of $1 million on an annualized basis to MW1 unless the representatives of Mill Road and Galaxy Partners on the executive committee of MW1 mutually agree to a different amount.

15. Certain Conditions of the Offer

Notwithstanding any other provision of the Offer, we will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for any tendered Shares and (subject to any such rules or regulations) may delay the acceptance for payment of or the payment for any tendered Shares if: (i) there are not validly tendered (and not properly withdrawn) prior to the Expiration Date that number of Shares which, when added to any such Shares owned by Purchaser, will at least satisfy the Minimum Condition; (ii) by the Expiration Date, Galaxy Partners, Mill Road and Management have not entered into a mutually acceptable limited liability company operating agreement for MW1; or (iii) at the Expiration Date, any of the following events have occurred (or shall have been reasonably determined by us to have occurred) that, in our reasonable judgment and regardless of the circumstances giving rise to the event or events (other than any action or omission to act by us), makes it inadvisable to proceed with the Offer or with acceptance of the Shares for payment (collectively, the “Offer Conditions”):

(a) there has been threatened, instituted or is pending any action, suit, proceeding or application by any government or governmental, regulatory or administrative agency, authority or tribunal or by any other person, domestic, foreign or supranational, before any court, authority, agency or other tribunal (i) seeking

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to restrain, prohibit or otherwise materially interfere with the ownership or operation by MW1 of all or any portion of the business of the Company or of MW1 or to compel MW1 to dispose of all or any portion of the business or assets of the Company, (ii) seeking to impose material limitations on the ability of MW1 effectively to exercise full rights of ownership of the Shares (or shares of stock of the Surviving Corporation) including the right to vote any such shares on any matters properly presented to stockholders or (iii) seeking to require divestiture by MW1 of any such shares; or;

(b) there is any legal requirement, injunction, order (whether temporary, preliminary or permanent) or decree enacted, entered, enforced, promulgated, issued or deemed applicable to the Offer or the Merger by any government or governmental, regulatory or administrative agency, authority or tribunal or by any other person, domestic, foreign or supranational, which results in any of the consequences referred to in clauses (i) or (ii) of the immediately preceding paragraph (a); or

(c) there has been threatened, instituted or is pending any action, suit, proceeding or application by any government or governmental, regulatory or administrative agency, authority or tribunal or by any other person, domestic, foreign or supranational, before any court, authority, agency or other tribunal that directly or indirectly, (i) challenges or seeks to challenge, restrain, prohibit, delay or otherwise affect the making of the Offer, the acquisition by us of some or all of the Shares pursuant to the Offer or otherwise relates in any manner to the Offer or seeks to obtain material damages in respect of the Offer, or (ii) seeks to make the purchase of, or payment for, some or all of the Shares pursuant to the Offer illegal or results in a delay in our ability to accept for payment or pay for some or all of the Shares; or

(d) any action has been taken or any statute, rule, regulation, judgment, decree, injunction or order (preliminary, permanent or otherwise) has been proposed, sought, enacted, entered, promulgated, enforced or deemed to be applicable to the Offer or us and any of our subsidiaries by any court, government or governmental agency or other regulatory or administrative authority, domestic or foreign, which (i) indicates that any approval or other action of any such court, agency or authority may be required in connection with the Offer or the purchase of Shares thereunder or (ii) is reasonably likely to prohibit, restrict or delay consummation of the Offer; or

(e) there has occurred any of the following:

• any general suspension of trading in, or limitation on prices for, securities on any U.S. national securities exchange or in the over-the-counter market;

• the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory;

• any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that is reasonably likely to materially affect, the extension of credit by banks or other lending institutions in the United States;

• the commencement or escalation of a war, armed hostilities or other international or national calamity including, but not limited to, an act of terrorism, directly or indirectly involving the United States or any country in which we have material operations;

• any change, event, circumstance or effect that is, or is reasonably likely to be, materially adverse to the business, properties, assets (including intangible assets), liabilities, revenues, capitalization, shareholders equity, financial condition, operations or prospects of the Company or on the value of or trading in the Shares;

• in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or

• any approval, permit, authorization, favorable review or consent of any domestic or foreign governmental entity or any third party consent, required to be obtained in connection with the Offer has not been obtained.

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The foregoing conditions are for the sole benefit of MW1 and Purchaser and may be asserted by MW1 and Purchaser, and may be waived by MW1 and Purchaser, in whole or in part, at any time and from time to time, in the sole discretion of MW1 and Purchaser.

Any change in, or waiver by MW1 and Purchaser of, any of the foregoing conditions that is material to the holders of Shares will be announced publicly by MW1 and Purchaser to the extent required by the Rules promulgated under the Exchange Act. The Offer may, in certain circumstances, be extended in connection with any such change or waiver. See Section 1.

16. Legal Matters; Required Regulatory Approvals

Except as set forth in this Offer to Purchase, we are not aware of any licenses or regulatory permits that appear to be material to the business of the Company and that might be adversely affected by our acquisition of Shares in the Offer, or any filings, approvals or other actions by or with any domestic, foreign or supranational governmental authority or administrative or regulatory agency that would be required prior to our acquisition or ownership of the Shares. Should any such approval or other action be required, there can be no assurance that any such additional approval or action, if needed, would be obtained without substantial conditions or that adverse consequences might not result to the Company’s, or that certain parts of the Company’s or MW1’s business might not have to be disposed of or held separate or other substantial conditions complied with in order to obtain such approval or action or in the event that such approvals were not obtained or such actions were not taken. Purchaser’s obligation to purchase and pay for Shares is subject to certain conditions, including conditions with respect to governmental actions. See the Introduction and Section 15 for a description of certain conditions to the Offer, including with respect to litigation and governmental actions.

State Takeover Laws. A number of states (including Delaware, where the Company is incorporated) have adopted takeover laws and regulations which purport, to varying degrees, to be applicable to attempts to acquire securities of corporations which are incorporated in those states or that have substantial assets, security holders, principal executive offices or principal places of business in those states. If any anti-takeover, control share acquisition, fair price, moratorium or other similar statute is or may become applicable to the Offer or the Merger, Purchaser and MW1 may take such lawful actions as are necessary to ensure that such transactions may be consummated as promptly as practicable and otherwise act to eliminate or minimize the effects of such plan, agreement, arrangement or statute and any regulations promulgated thereunder on such transactions.

Antitrust. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules and regulations that have been issued by the Federal Trade Commission (the “FTC”), certain acquisition transactions may not be consummated until certain information and documentary material has been furnished for review by the Antitrust Division and the FTC and certain waiting period requirements have been satisfied. The acquisition of Shares pursuant to the Offer, and the proposed Merger, are not subject to these requirements. Also, we believe it is unlikely that state antitrust authorities or private parties would bring legal action under the antitrust laws seeking to enjoin the Offer or the Merger or to impose conditions on the Offer or the Merger.

Appraisal Rights. No appraisal rights are available in connection with the Offer. However, if the Merger is consummated, persons who are then stockholders of the Company will have certain rights under Section 262 of the Delaware General Corporation Law to dissent and demand appraisal of, and payment in cash of the fair value of, their Shares. Such rights, if the statutory procedures were complied with, could lead to a judicial determination of the fair value (excluding any element of value arising from the accomplishment or expectation of the Merger) required to be paid in cash to such dissenting stockholders for their Shares. Any such judicial determination of the fair value of Shares could be based upon considerations other than, or in addition to, the price paid in the Offer and the Merger and the market value of the Shares, including asset values and the investment value of the Shares. The value so determined could be more or less than the purchase price per Share pursuant to the Offer or the consideration per Share to be paid in the Merger.

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The foregoing summary of the rights of dissenting stockholders under the Delaware General Corporation Law does not purport to be a complete statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights under the Delaware General Corporation Law, and is qualified in its entirety by the full text of Section 262 of the Delaware General Corporation Law, which is attached as Annex A to this Offer to Purchase. The preservation and exercise of appraisal rights require strict adherence to the applicable provisions of the Delaware General Corporation Law. Appraisal rights cannot be exercised at this time. The information set forth above is for informational purposes only with respect to alternatives available to stockholders if the Merger is consummated. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Stockholders who sell Shares in the Offer will not be entitled to exercise appraisal rights.

17. Fairness of the Transaction

Galaxy Partners, the Company’s majority stockholder, is an affiliate of the Company for purposes of the Exchange Act rules governing “going private” transactions. Under a potential interpretation of these rules, MW1 may also be deemed an affiliate of the Company. As such, Galaxy Partners and MW1 are required to express their beliefs as to the fairness of the Offer and the Merger to the Company’s unaffiliated stockholders. In evaluating the fairness of the Offer and the Merger to the Company’s unaffiliated stockholders, Galaxy Partners and MW1 considered the following material positive factors:

• The fact that the stockholders are receiving all cash, which provides certainty of value.

• The recent and historical market prices and recent trading activity of the Shares, including the fact that the Offer Price represents (i) a premium of approximately 112% to the last sale price of the Shares as reported on the OTC Bulletin Board on February 6, 2009, the last trading day prior to the first public announcement of the Offer, (ii) a premium of approximately 73% to the average sale price of the Shares during the thirty (30) trading days preceding the first public announcement of the Offer, based on the last sale price on each trading day as reported on the OTC Bulletin Board, and (iii) a premium of approximately 13% to the highest last sale price of the Shares as reported on the OTC Bulletin Board during the fifty-two (52) weeks preceding the first public announcement of the Offer.

• The fact that the Offer Price is the same as the approximate implied price per Share of $0.36 paid by Galaxy Partners for its 13,811,120 Shares pursuant to the November Purchase Agreement.

• The fact that stockholders who elect not to participate in the Offer would have the ability to obtain “fair value” for their Shares if, in connection with the Merger, they properly perfect and exercise their appraisal rights in accordance with the applicable provisions of Delaware law.

• Mill Road has sufficient cash with which to provide MW1 the entire amount necessary to purchase Shares in the Offer and to consummate the Merger.

• The Company’s current and anticipated business, financial condition, results of operations and prospects, including the Company’s prospects if it were to remain a public company as well as the fact that in view of the current economic environment, the Company’s ability to generate value for its stockholders would be subject to significant risks and uncertainties.

• The historically thin trading volume of the Shares and the opportunity for liquidity, without the usual transaction costs associated with market sales, that the Offer provides.

• The cost to the Company of continuing to file periodic reports with the SEC and complying with the proxy and annual report requirements under the Exchange Act, especially in light of the additional costs of compliance with the Sarbanes-Oxley Act of 2002 and related regulations, compared to the benefits to the Company and its stockholders of continuing to incur these costs.

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Galaxy Partners and MW1 also considered potentially negative factors in its deliberations concerning the Offer and the Merger, including:

• The Company’s unaffiliated stockholders will not participate in the Company’s future growth.

• Gains from an all-cash transaction would generally be taxable to the Company’s stockholders for U.S. federal income tax purposes.

• The possible disruption to the Company’s operations following announcement of the Offer.

Galaxy Partners and MW1 did not consider net book value in determining the fairness of the Offer and the Merger to the Company’s unaffiliated stockholders because they believe that net book value, which is an accounting concept, does not reflect, or have any meaningful impact on, the market trading prices of the Shares. They note, however, that the Offer Price is higher than the net book value of the Shares. Galaxy Partners and MW1 did not consider liquidation value in determining the fairness of the Offer and the Merger to the Company’s unaffiliated stockholders because the Company will continue to operate its businesses following completion of the Offer and the Merger. Galaxy Partners and MW1 did not establish a going concern value for the Shares in determining the fairness of the Offer and the Merger to the Company’s unaffiliated stockholders. “Going concern value” refers to the value of an operating business that would be greater than the sum of its assets were they sold separately because it includes intangibles such as goodwill and operating efficiencies. Galaxy Partners and MW1 did not believe it appropriate to consider any incremental value for the Company as a going concern because the Company will continue to operate its business following completion of the Offer and the Merger.

After considering the foregoing factors, the other information available to Galaxy Partners and MW1, and after various meetings and discussions, Galaxy Partners and MW1 concluded that the Offer and the Merger are fair to the Company’s unaffiliated stockholders.

The foregoing discussion addresses the material information and factors considered by the Galaxy Partners and MW1 in their evaluation of the fairness of the Offer and the Merger, including factors that support the Offer and the Merger as well as those that may weigh against the Offer and the Merger. In view of the variety of factors considered in reaching their determinations, Galaxy Partners and MW1 did not find it practicable to, and did not quantify or otherwise assign relative weights to, the specific factors considered in reaching their conclusions. In addition, Galaxy Partners and MW1 may have given different weight to different factors. Galaxy Partners and MW1 viewed their conclusions as being based upon their experience and judgments, in light of the totality of the information presented and considered, of the overall effect of the Offer and the Merger on the Company’s unaffiliated stockholders compared to any alternative transaction or remaining an independent company.

At least a majority of the Shares held by the Company’s unaffiliated stockholders must be tendered in order to satisfy the Minimum Condition. If the Minimum Condition is satisfied and the Offer is consummated, the completion of the Merger will not be subject to approval by the Company’s stockholders. If, however, we waive the Minimum Condition, the approval of a majority of the Company’s unaffiliated stockholders will not be required in order for the Offer to be consummated on the basis that a number of Shares, together with any Shares then owned by Purchaser, representing at least 66.7% of the outstanding Shares of the Company as of the Expiration Date of the Offer be tendered in the Offer. If we waive the Minimum Condition and the Offer is consummated, the approval of a majority of the Company’s unaffiliated stockholders will not be required to approve the Merger.

We believe that the Offer is being commenced by Purchaser and MW1 without the Company’s involvement. Accordingly, at the time of commencement of the Offer, neither Galaxy Partners nor MW1 believes that a majority of the Company’s directors who are not employees of the Company has retained an unaffiliated representative to act solely on behalf of the Company’s unaffiliated stockholders in connection with the Offer or the Merger or for purposes of preparing a report concerning the fairness of the Offer or the Merger. In addition,

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at the time of commencement of the Offer, neither Galaxy Partners nor MW1 believes that the Offer or the Merger has been approved by a majority of the Company’s directors who are not employees of the Company.

The Company and Galaxy Partners have received several expressions of interest from stockholders of the Company, as well as third parties, related to the acquisition of Shares. As Galaxy Partners, the Company’s majority stockholder, is not interested in selling its Shares, these expressions of interest have not been pursued by the Company or Galaxy Partners.

On January 22, 2009, Michael Broll, Chief Executive Officer of the Company, received a letter from an investment firm expressing a non-binding indication of interest to acquire 100% of the common stock of the Company. Mr. Broll forwarded the letter to Mr. Lipka, who then forwarded the letter to the Company Board. After the members of the Company Board reviewed the letter, a Company Board meeting was called to discuss this preliminary indication of interest. Prior to the Company Board meeting, Galaxy Partners communicated to Mr. Lipka that it had no interest in selling its majority interest in the Company and therefore the preliminary indication of interest was not further discussed.

18. Reports, Opinions, Appraisals and Negotiations

Galaxy Partners and MW1 did not receive any report, opinion or appraisal from an outside party materially related to the Offer or the Merger, including any report, opinion or appraisal relating to the fairness of the Offer Price or the fairness of the Offer and the Merger to the Company or to Galaxy Partners or MW1 or to the Company’s unaffiliated stockholders.

19. Fees and Expenses

We have retained MacKenzie Partners, Inc. to act as the Information Agent in connection with the Offer. We will pay MacKenzie Partners, Inc. reasonable and customary compensation for its services as Information Agent. The Information Agent may contact stockholders by personal interview, mail, e-mail, telephone, facsimile transmission and other methods of electronic communication and may request brokers, dealers, commercial banks, trust companies and other nominees to forward the Offer materials to beneficial holders of Shares.

In addition, we have retained Continental Stock Transfer & Trust Company as the Depositary. The Depositary has not been retained to make solicitations or recommendations in its role as Depositary. The Depositary will receive reasonable and customary compensation for its services in connection with the Offer.

We will not pay any fees or commissions to any broker, dealer or other person (other than the Information Agent) for soliciting tenders of Shares pursuant to the Offer. We will reimburse brokers, dealers, commercial banks and trust companies and other nominees for customary clerical and mailing expenses incurred by them in forwarding materials to their customers.

The fees and expenses incurred or estimated to be incurred by Purchaser and MW1 in connection with the Offer and the Merger are as follows:

Depositary Fees and Expenses	$	8,500
Information Agent Fees and Expenses		20,000
Legal Fees and Expenses		150,000
Printing Fees and Expenses		20,000
SEC Filing Fees		400
Total	$	198,900

The Company has not paid and will not be responsible for paying any of these fees and expenses.

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20. Miscellaneous

The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares residing in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. However, we may, in our own discretion, take any action as we may deem necessary to make the Offer in any jurisdiction and extend the Offer to holders of Shares in those jurisdictions.

In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on our behalf by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

We have filed with the SEC a Tender Offer Statement on Schedule TO, together with exhibits, pursuant to Rule 14d-3 of the General Rules and Regulations under the Exchange Act, furnishing certain additional information with respect to the Offer, and may file amendments to our Schedule TO. Such Statement includes within it the information required by the SEC’s Statement on Schedule 13E-3 relating to “going private” transactions. Our Schedule TO and any exhibits or amendments may be examined and copies may be obtained from the office of the SEC in the same manner as described in Section 8 with respect to information concerning the Company.

We have not authorized any person to give any information or to make any representation on our behalf not contained in this Offer to Purchase or in the Letter of Transmittal and, if given or made, you should not rely on any such information or representation as having been authorized. Neither the delivery of the Offer to Purchase nor any purchase pursuant to the Offer will, under any circumstances, create any implication that there has been no change in the affairs of MW1, Purchaser, the Company or any of their respective subsidiaries since the date as of which information is furnished or the date of this Offer to Purchase.

ANDROMEDA ACQUISITION CORP.

February 13, 2009

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SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER

Set forth below are the name, business address, present principal occupation or employment, and material occupations, positions, offices or employment for the past five years of each director and executive officer of Purchaser. All executive officers and directors are citizens of the United States.

Justin Jacobs is the sole director and President, Treasurer and Secretary of Purchaser. Mr. Jacobs is a Managing Director of Mill Road. Prior to joining Mill Road, Mr. Jacobs worked at LiveWire Capital, an investment and management group in which he held operational positions in portfolio companies. Prior to joining LiveWire, Mr. Jacobs was an investment professional at The Blackstone Group. Mr. Jacob’s business address is Mill Road Capital, L.P., Two Sound View Drive, Suite 300, Greenwich, Connecticut 06830.

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SCHEDULE II

PERSONS CONTROLLING MRCGP

Set forth below are the name, present principal occupation or employment, and material occupations, positions, offices or employment for the past five years of each person controlling MRCGP. The business address of each person controlling MRCGP is c/o Mill Road Capital, L.P., Two Sound View Drive, Suite 300, Greenwich, Connecticut 06830. All controlling persons are citizens of the United States.

Thomas E. Lynch is a Management Committee Director of MRCGP. Mr. Lynch’s present principal occupation or employment is as a management committee director of MRCGP and of Mill Road Capital Management LLC, which provides advisory and administrative services to MRCGP. Mr. Lynch is also the Senior Managing Director of Mill Road. Prior to forming Mill Road, Mr. Lynch was the founder and a managing director of Lazard Capital Partners. Prior to Lazard, Mr. Lynch was a managing director at The Blackstone Group.

Scott Scharfman is a Management Committee Director of MRCGP. Mr. Scharfman’s present principal occupation or employment is as a management committee director of MRCGP and of Mill Road Capital Management LLC, which provides advisory and administrative services to MRCGP. Mr. Scharfman is also a Managing Director of Mill Road. Prior to joining Mill Road, Mr. Scharfman was the senior manager of the Equity Capital Markets Origination Group at Robertson Stephens.

Charles M. B. Goldman is a Management Committee Director of MRCGP. Mr. Goldman’s present principal occupation or employment is as a management committee director of MRCGP and of Mill Road Capital Management LLC, which provides advisory and administrative services to MRCGP. Mr. Goldman is also a Managing Director of Mill Road. Prior to joining Mill Road, Mr. Goldman was the executive vice president of acquisitions and development for Ascend Media, a company focused on acquiring and integrating business-to-business magazines, journals and tradeshows.

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SCHEDULE III

MEMBERS OF GALAXY PARTNERS

Set forth below are the name, business address, present principal occupation or employment, and material occupations, positions, offices or employment for the past five years of each member of Galaxy Partners. All members of Galaxy Partners are citizens of the United States.

Timothy Krieger is a member and the sole manager and governor of Galaxy Partners. Mr. Krieger’s principal occupation is President and CEO of Twin Cities Power, LLC and Treasurer and Secretary of Fairway Dairy & Ingredients, LLC. Mr. Krieger is also CEO of Alberta Power, LLC, CEO of Cygnus Energy Futures, LLC, CEO of Cygnus Partners, LLC, CEO of On The Green, LLC, Secretary and Treasurer of Greater Midwest Fundraising, LLC, CEO of Krieger Enterprises, LLC, Secretary and Treasurer of American Debt, LLC, CEO of Debt Partners, LLC, and Secretary and Treasurer of Fairway Industries, LLC. His principal business address is 17725 Juniper Path, Lakeville, MN 55044.

Robert Schachter is a member of Galaxy Partners. Mr. Schachter’s principal occupation is a grain trader and his principal business address is 15446 Village Woods Drive, Eden Prairie, MN 55347.

Kevin C. Hilger is a member of Galaxy Partners. Mr. Hilger’s principal occupation is a grain trader and his address is 5327 Kings Crossing, Brooklyn Park, MN 55443.

Mark E. Teinen is a member of Galaxy Partners. Mr. Teinen’s principal occupation is a grain trader and his address is 5300 Glenbrae Circle, Edina, MN 55436.

Michael Tufte is a member of Galaxy Partners. Mr. Tufte’s principal occupation is Vice President, Treasurer and Secretary of Twin Cities Power, LLC and his address is 1216 Cedar Lake Road South, Minneapolis, MN 55416. Mr. Tufte was employed by NRG Energy, Inc. as a Power Trader from June 2001 to November 2005. In 2005, Mr. Tufte established the Twin Cities Power Generation Division of Fairway Dairy & Ingredients, LLC with Timothy Krieger.

DBJ 2001 Holdings, LLC is a member of Galaxy Partners and is a Minnesota limited liability company that was formed to hold private investments and securities. David B. Johnson is the President of DBJ 2001 Holdings, LLC. David B. Johnson is the Chief Executive Officer of CedarPoint Capital, LLC, a registered broker-dealer. From December 2001 through December 2006, Mr. Johnson was the Chairman, CEO and President of Stockwalk Group, Inc. From December 2006 to April 2007, Mr. Johnson was Managing Director at Stifel, Nicolaus & Company, Inc., an investment banking firm. The principal business address for DBJ 2001 Holdings, LLC, David B. Johnson and CedarPoint Capital, LLC is 150 South Fifth Street, Suite 1320, Minneapolis, MN 55402.

Michael D. Slyce is a member of Galaxy Partners. Mr. Slyce’s principal occupation is customer team leader for John Morrell & Company. From 2002 to 2007, Mr. Slyce was employed in sales and logistics management at Land O’Lakes. His address is 2568 North Saunders Lake Drive, Minnetrista, MN 55364.

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SCHEDULE IV

SHARES OR OTHER EQUITY SECURITIES OF THE COMPANY

BENEFICIALLY OWNED BY GALAXY PARTNERS

The total number of Shares issued and outstanding as of December 29, 2008 was 27,051,294. The 13,811,120 Shares owned by Galaxy Partners represent approximately 51.1% of the total issued and outstanding Shares as of December 29, 2008.

The percentages of class ownership are calculated on the basis of the amount of shares outstanding plus shares which may be acquired through the exercise of options, warrants, rights or conversion privileges by such holder within sixty (60) days of such date.

Beneficial ownership has been determined in accordance with the rules of the Securities and Exchange Commission to include securities that a named person has the right to acquire within sixty (60) days.

NAME	AMOUNT OF BENEFICIAL OWNERSHIP	PERCENT OF CLASS		COMMENTS
Timothy S. Krieger	5,524,448	20.4	%	Represents a 40% individual ownership in Galaxy Partners; thereby indirectly holding a beneficial ownership of 5,524,448 Shares. As the sole Governor/Director and CEO of Galaxy Partners, Mr. Krieger has the sole voting authority over all the 13,811,120 Shares held by Galaxy Partners.
Michael D. Slyce	1,035,834	3.8	%	Represents a 7.5% individual ownership in Galaxy Partners; thereby indirectly holding a beneficial ownership of 1,035,843 Shares. The voting power of these Shares is shared with Mr. Timothy Krieger who is the sole Governor/Director and CEO of Galaxy Partners and as such, has the sole authority to vote the Shares.
David B. Johnson	1,035,834	3.8	%	Represents a 7.5% ownership in Galaxy Partners through DBJ 2001 Holdings, LLC; thereby indirectly holding a beneficial ownership of 1,035,834 Shares. The voting power of these Shares is shared with Mr. Timothy Krieger who is the sole Governor/Director and CEO of Galaxy Partners and as such, has the sole authority to vote the Shares.
Robert Schachter	4,143,336	15.3	%	Represents a 30% individual ownership in Galaxy Partners; thereby indirectly holding a beneficial ownership of 4,143,336 Shares. The voting power of these Shares is shared with Mr. Timothy Krieger who is the sole Governor/Director and CEO of Galaxy Partners and as such, has the sole authority to vote the Shares.
Kevin C. Hilger	690,556	2.6	%	Represents a 5.0% individual ownership in Galaxy Partners; thereby indirectly holding a beneficial ownership of 690,556 Shares. The voting power of these Shares is shared with Mr. Timothy Krieger who is the sole Governor/Director and CEO of Galaxy Partners and as such, has the sole authority to vote the Shares.
Mark E. Teinen	690,556	2.6	%	Represents a 5.0% individual ownership in Galaxy Partners; thereby indirectly holding a beneficial ownership of 690,556 Shares. The voting power of these Shares is shared with Mr. Timothy Krieger who is the sole Governor/Director and CEO of Galaxy Partners and as such, has the sole authority to vote the Shares.
Michael Tufte	690,556	2.6	%	Represents a 5.0% individual ownership in Galaxy Partners; thereby indirectly holding a beneficial ownership of 690,556 Shares. The voting power of these Shares is shared with Mr. Timothy Krieger who is the sole Governor/Director and CEO of Galaxy Partners and as such, has the sole authority to vote the Shares.

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ANNEX A

DELAWARE GENERAL CORPORATION LAW

TITLE 8. CORPORATIONS

§ 262 Appraisal Rights

(a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to §228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 257, § 258, § 263 or § 264 of this title:

(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of § 251 of this title.

(2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except:

a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;

b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders;

c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or

d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph.

(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

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(c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or

(2) If the merger or consolidation was approved pursuant to § 228 or § 253 of this title, then either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

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(e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) of this section hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder’s written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later. Notwithstanding subsection (a) of this section, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition or request from the corporation the statement described in this subsection.

(f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

(h) After the Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if such is

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required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court’s decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

(k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder’s demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however, that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e) of this section.

(l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

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Copies of the Letter of Transmittal, properly completed and duly executed, will be accepted. The Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each holder of Shares who wishes to tender his Shares in the Offer or his broker, dealer, commercial bank, trust company or other nominee to the Depositary, at the addresses set forth below:

The Depositary for the Offer is:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

By First Class Mail:	By Certified or Express Delivery:	By Hand:
Continental Stock Transfer & Trust Company	Continental Stock Transfer & Trust Company	Continental Stock Transfer & Trust Company
17 Battery Place, 8th Floor	17 Battery Place, 8th Floor	17 Battery Place, 8th Floor
New York, NY 10004	New York, NY 10004	New York, NY 10004
Attn: Reorganization Department	Attn: Reorganization Department	Attn: Reorganization Department

Any questions or requests for assistance or additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification on Substitute Form W-9 may be directed to the Information Agent at the address and telephone numbers set forth below. Holders of Shares may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

105 Madison Avenue

New York, NY 10016

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: tenderoffer@mackenziepartners.com

EX-99.(A)(1)(B)

Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL

To Tender

Shares of Common Stock

of

Galaxy Nutritional Foods, Inc.

Pursuant to the Offer to Purchase

Dated February 13, 2009

by

Andromeda Acquisition Corp.,

a wholly owned subsidiary of MW1 LLC

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,

EASTERN TIME, ON MARCH 16, 2009, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

By First Class Mail:	By Certified or Express Delivery:	By Hand:
Continental Stock Transfer & Trust Company	Continental Stock Transfer & Trust Company	Continental Stock Transfer & Trust Company
17 Battery Place, 8th Floor	17 Battery Place, 8th Floor	17 Battery Place, 8th Floor
New York, NY 10004	New York, NY 10004	New York, NY 10004
Attn: Reorganization Department	Attn: Reorganization Department	Attn: Reorganization Department

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

The Instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s) (Please Fill in Exactly as Name(s) Appear(s) on Share Certificate(s))	Share Certificate(s) and Shares Tendered (Attach Additional List, if Necessary) Total Shares
	Share Certificate Number(s)*	Shares Represented by Share Certificate(s)*	Number of Shares Tendered**
	Total Shares
*  See Instruction 3 if space is inadequate. Need not be completed by Book-Entry Shareholders (as defined below). **  Unless otherwise indicated, all Shares represented by certificates delivered to the Depositary will be deemed to have been tendered. See Instruction 4.

IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST, DESTROYED OR STOLEN, SEE INSTRUCTION 10.

This Letter of Transmittal is to be used either if certificates for Shares (as defined herein) are to be delivered herewith or, unless an Agent’s Message (as defined in the Offer to Purchase, which is defined herein) is utilized, if delivery of Shares is to be made pursuant to the procedures for book-entry transfer described in the Offer to Purchase to an account maintained by the Depositary (as defined herein) at the Book-Entry Transfer Facility (as defined in the Offer to Purchase). Stockholders whose certificates for Shares are not immediately available or who cannot deliver either the certificates for, or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to, their Shares, and all other documents required hereby, to the Depositary prior to the Expiration Date (as defined in the Offer to Purchase) of the Offer (as defined below) must tender their Shares in accordance with the guaranteed delivery procedures described in the Offer to Purchase. See Instruction 2. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

¨ CHECK HERE IF SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution:                                                                                                                                                       

Deliver by Book-Entry Transfer to the Book-Entry Transfer Facility (The Depository Trust Company)

Account Number:                                                                                                                                                                                 

Transaction Code Number:                                                                                                                                                              

¨ CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name (s) of Registered Owner (s):                                                                                                                                                  

Window Ticket Number (if any):                                                                                                                                                   

Date of Execution of Notice of Guaranteed Delivery:                                                                                                            

Name of Institution that Guaranteed Delivery:                                                                                                                          

¨ Check box if delivered by Book-Entry Transfer to the Book-Entry Transfer Facility (The Depository Trust Company)

Account Number:                                                                                                                                                                                 

Transaction Code Number:                                                                                                                                                              

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NOTE:    SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to Andromeda Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of MW1 LLC, a Delaware limited liability company, the above described shares of common stock, par value $0.01 per share (“Shares”), of Galaxy Nutritional Foods, Inc., a Delaware corporation (the “Company”), on the terms and subject to the conditions set forth in the Offer to Purchase dated February 13, 2009 (the “Offer to Purchase”) and this Letter of Transmittal (which, together with any amendments or supplements thereto or hereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged.

Upon the terms of the Offer, subject to and effective upon acceptance for payment of, and payment for, the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser all right, title and interest in and to all the Shares that are being tendered herewith (and any and all non-cash dividends, distributions, other Shares or other securities or rights issued or issuable in respect thereof on or after February 13, 2009 (collectively, “Distributions”)) and irrevocably constitutes and appoints Continental Stock Transfer & Trust Company (the “Depositary”) the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned’s rights with respect to such Shares (and any and all Distributions) (i) to deliver certificates for such Shares (and any such other Shares or securities or rights) or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by the Book-Entry Transfer Facility together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, Purchaser, (ii) to present such Shares (and any and all Distributions) for transfer on the Company’s books and (iii) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Offer.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered herewith (and any and all Distributions) and has good title thereto, free and clear of all liens, restrictions, claims and encumbrances. The undersigned will, upon request, execute any additional documents deemed by the Depositary or Purchaser to be necessary to complete the sale, assignment and transfer of the Shares tendered herewith (and any and all Distributions). In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of Purchaser any and all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Shares tendered hereby or deduct from such purchase price, the amount of value of such Distribution as determined by Purchaser in its sole discretion.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Except as described in the Offer to Purchase, this tender is irrevocable. Purchaser reserves the right to require that, in order for the Shares or other securities to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of the Company’s stockholders.

By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints the members of the Board of Directors of Purchaser, and each such Board member, as attorneys-in-fact and proxies of the undersigned, each with full power of substitution and resubstitution, to vote at any annual, special, adjourned or postponed meeting of the Company’s stockholders or otherwise in such manner as each such attorney-in-fact and

3

proxy (or his or her substitute) shall in his or her sole discretion deem proper with respect to, to execute any written consent concerning any matter as each such attorney-in-fact and proxy (or his or her substitute) shall in his or her sole discretion deem proper with respect to, and to otherwise act as each such attorney-in-fact and proxy (or his or substitute) shall in his or her sole discretion deem proper with respect to, the Shares tendered herewith that have been accepted for payment by Purchaser prior to the time any such action is taken and with respect to which the undersigned is entitled to vote (and any and all Distributions). This appointment is effective when, and only to the extent that, Purchaser accepts for payment such Shares as provided in the Offer to Purchase. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Upon such acceptance for payment, all prior powers of attorney and proxies given by the undersigned with respect to the Shares tendered herewith (and any and all Distributions) will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective) by the undersigned in respect of such Shares.

The undersigned understands that the valid tender of Shares pursuant to any of the procedures described in the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and Purchaser upon the terms of and subject to the conditions to the Offer (and if the Offer is extended or amended, the terms or conditions of any such extension or amendment).

Unless otherwise indicated herein in the box labeled “Special Payment Instructions,” please issue the check for the purchase price and/or return any certificate(s) for Shares not tendered or accepted for payment in the name(s) of the registered holder(s) indicated herein in the box labeled “Description of Shares Tendered” on the cover page of this Letter of Transmittal. Similarly, unless otherwise indicated herein in the box labeled “Special Delivery Instructions,” please mail the check for the purchase price and/or return any certificates for Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) indicated herein in the box labeled “Description of Shares Tendered” on the cover page of this Letter of Transmittal. In the event that both of the boxes herein labeled the “Special Payment Instructions” and the “Special Delivery Instructions,” respectively, are completed, please issue the check for the purchase price and/or return any certificate(s) for Shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such certificates (and any accompanying documents, as appropriate) to, the person or persons indicated therein. Please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility. The undersigned recognizes that Purchaser has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered holder(s) thereof if Purchaser does not accept for payment any of the Shares so tendered.

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SPECIAL PAYMENT INSTRUCTIONS (See Instructions 5, 6 and 7) To be completed ONLY if the check for the purchase price of Shares purchased (less the amount of any applicable withholding taxes) or certificates for Shares not tendered or not purchased are to be issued in the name of someone other than the undersigned. Issue:            ¨  check            ¨  certificate(s) to:
Name:
	(Please Print)
Address:
(Include Zip Code)
TIN:
	(Taxpayer Identification Number)

SPECIAL DELIVERY INSTRUCTIONS (See Instructions 6 and 7) To be completed ONLY if the check for the purchase price of Shares purchased (less the amount of any applicable withholding taxes) or certificates for Shares not tendered or not purchased are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature(s). Issue:            ¨  check            ¨  certificate(s) to:
Name:
	(Please Print)
Address:
(Zip Code)

5

SIGN HERE

(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE 8, OR THE APPROPRIATE

FORM W-8, IF APPLICABLE)

Signature(s) of Owner(s)

Dated:                                      , 2009

Name(s): 

(Please Print)

Capacity (Full Title): 

Address 

(Include Zip Code)

Area Code and Telephone Number: 

Taxpayer Identification Number: 

(Must be signed by registered holder(s) exactly as name(s) on stock certificates(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents delivered herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.)

GUARANTEE OF SIGNATURE(S)

(IF REQUIRED, SEE INSTRUCTIONS 1 AND 5)

FOR USE BY FINANCIAL INSTITUTIONS ONLY.

PLACE MEDALLION GUARANTEE IN SPACE BELOW.

Authorized Signature(s): 

Name(s): 

Name of Firm: 

Address: 

Area Code and Telephone Number: 

Dated:                                      , 2009

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	Payer: CONTINENTAL STOCK TRANSFER & TRUST COMPANY
SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (“TIN”) and Certification	Part 1 – PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. For further instructions, see the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.”	Social Security Number OR Employer Identification Number
	Part 2 – Certification    Under penalties of perjury, I certify that: (1)    The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (including a U.S. resident alien). Certification Instructions – You must cross out item (2) of the above certification if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting of interest or dividends on your tax return and you have not received another notification from the IRS that you are no longer subject to backup withholding. The IRS does not require your consent to any provision of this Substitute Form W-9 other than the certifications required to avoid backup withholding. Signature:                                                    Name:                                                        Business Name:                                               Date:                                                         Address:                                                      City, State, Zip Code:                                           Please check appropriate category: ¨  Individual/Sole Proprietor         ¨  Corporation ¨  Partnership                                     ¨  LLC ¨  Other:                              Enter the Tax Classification (D=disregarded entity; C=corporation; P=partnership):	Part 3 – Awaiting TIN  ¨ (If you check the box in Part 3, also complete the “Certificate of Awaiting Taxpayer Identification Number” below.) Part 4 – For payees exempt from backup withholding, see the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.” Exempt Payee  ¨

 NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. IN ADDITION, FAILURE TO PROVIDE SUCH INFORMATION MAY RESULT IN PENALTIES IMPOSED BY THE IRS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF

SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate IRS Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld.

Signature:                                                                                      Date:                                                                                            

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1.    Guarantee of Signatures.    No signature guarantee is required on this Letter of Transmittal if (i) this Letter of Transmittal is signed by the registered holder(s) of Shares tendered herewith, unless such registered holder(s) has completed either the box labeled “Special Payment Instructions” or the box labeled “Special Delivery Instructions” on this Letter of Transmittal or (ii) such Shares are tendered for the account of a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, Nasdaq Stock Market Guarantee Program or the Stock Exchanges Medallion Program or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an “Eligible Institution”). For purposes of this Instruction, a registered holder of Shares includes any participant in the Book-Entry Transfer Facilities system whose name appears on a security position listing as the owner of the Shares. In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2.    Requirements of Tender.    This Letter of Transmittal is to be completed by stockholders either if certificates are to be tendered herewith, or unless an Agent’s Message (as defined in the Offer to Purchase) is utilized, if delivery of Shares is to be made pursuant to the procedures for book-entry transfer described in the Offer to Purchase to an account maintained by the Depositary at the Book Entry Transfer Facility (as defined in the Offer to Purchase). For a stockholder to validly tender Shares in the Offer, either (i) the certificate(s) representing the tendered Shares, together with this Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees and any other required documents, must be received by the Depositary at one of its addresses listed herein prior to the Expiration Date, (ii) in the case of a tender effected pursuant to a book-entry transfer (a) either this Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message, and any other required documents, must be received by the Depositary at one of its addresses listed herein prior to the Expiration Date, and (b) the Shares to be tendered must be delivered pursuant to the book-entry transfer procedures described in the Offer to Purchase and a Book-Entry Confirmation (as defined in the Offer to Purchase) must be received by the Depositary prior to the Expiration Date or (iii) the tendering stockholder must comply with the guaranteed delivery procedures described in the Offer to Purchase prior to the Expiration Date.

If a stockholder desires to tender Shares in the Offer and such stockholder’s certificates representing such Shares are not immediately available, or the book-entry transfer procedures described in the Offer to Purchase cannot be completed on a timely basis, or time will not permit all required documents to reach the Depositary prior to the Expiration Date, such stockholder may tender such Shares if all the following conditions are met: (i) such tender is made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, is received by the Depositary at one of its addresses listed herein prior to the Expiration Date; and (iii) either (a) the certificates representing such Shares, together with this Letter of Transmittal, properly completed and duly executed, and any required signature guarantees, and any other required documents, are received by the Depositary at one of its addresses listed herein within three trading days (as described below) after the date of execution of such Notice of Guaranteed Delivery or (b) in the case of a book-entry transfer effected pursuant to the book-entry transfer procedures described in the Offer to Purchase, (1) either this Letter of Transmittal, properly completed and duly executed, and any required signature guarantees, or an Agent’s Message, and any other required documents, is received by the Depositary at one of its addresses listed herein and (2) such Shares are delivered pursuant to the book- entry transfer procedures described in the Offer to Purchase, and a Book-Entry Confirmation is received by the Depositary, in each case within three trading days after the date of execution of such Notice of Guaranteed Delivery. For purposes of the foregoing, a trading day is any day on which the New York Stock Exchange is open for business.

The method of delivery of Shares to be tendered in the Offer, this Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility is at the election and

8

risk of the tendering stockholder. Shares to be tendered in the Offer will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by Book-Entry Confirmation). If delivery of Shares is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted. All tendering stockholders, by execution of this Letter of Transmittal, irrevocably waive any right to receive any notice of the acceptance of their Shares for payment.

3.    Inadequate Space.    If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto.

4.    Partial Tenders (Applicable to Certificate Shareholders Only).    If fewer than all the Shares evidenced by any certificate submitted are to be tendered herewith, fill in the number of Shares that are to be tendered under the column “Number of Shares Tendered” in the box entitled “Description of Shares Tendered.” In any such case, new certificate(s) for the remainder of the Shares that were evidenced by the old certificates will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the acceptance of payment of, and payment for, the Shares tendered herewith. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5.    Signatures on Letter of Transmittal Stock Powers and Endorsements.    If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered herewith, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without any change whatsoever.

If any of the Shares tendered herewith are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.

If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and proper evidence, satisfactory to Purchaser, of their authority so to act must be submitted.

When this Letter of Transmittal is signed by the registered owner(s) of the Shares tendered herewith, no endorsements of certificates or separate stock powers are required unless payment is to be made to, or certificates for Shares not tendered or accepted for payment are to be issued to, a person other than the registered owner(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of certificate(s) listed on the cover page, such certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered owner(s) appear on such certificate(s) and the signatures on such certificates or stock powers must be guaranteed by an Eligible Institution.

6.    Stock Transfer Taxes.    Except as otherwise provided in this Instruction 6, Purchaser will pay any stock transfer taxes with respect to the transfer and sale of Shares to it in the Offer. If, however, payment of the purchase price is to be made to, or if certificates for Shares not to be tendered or not accepted for payment are to be registered in the name of, any person(s) other than the registered owner(s), or if tendered certificate(s) are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of

9

any stock transfer taxes (whether imposed on the registered owner(s) or such person(s)) payable on account of the transfer to such person(s) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificate(s) listed in this Letter of Transmittal.

7.    Special Payment and Delivery Instructions.    If a check is to be issued in the name of, and/or certificates for Shares not accepted for payment are to be returned to, a person other than the person signing this Letter of Transmittal, or if a check is to be sent and/or such certificates are to be returned to a person other than the person signing this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal must be completed.

8.    Waiver of Conditions.    Purchaser reserves the absolute right in its sole discretion to waive any of the specified conditions of the Offer, in whole or in part, in the case of any Shares to be tendered herewith.

9.    Backup Withholding.    Under U.S. federal income tax law, a stockholder whose Shares are accepted for payment pursuant to the Offer may be subject to U.S. backup withholding (currently at a 28% rate) on payments to which the stockholder otherwise may be entitled on account of the Shares tendered by the stockholder.

To prevent backup withholding on any payment made to a stockholder that is a U.S. person (as defined below), the stockholder is required to notify the Depositary of the stockholder’s U.S. Taxpayer Identification Number (“TIN”) and to certify that the stockholder is not subject to backup withholding by completing the Substitute Form W-9, as described more fully below. In certain circumstances, a stockholder acting on behalf of a beneficial owner of Shares that is a U.S. person also may be required to file an IRS Form W-8-IMY or other applicable IRS Form and all required attachments to establish that a payment for the benefit of the beneficial owner is not subject to backup withholding.

To prevent backup withholding on any payment made to a stockholder that is not a U.S. person, the stockholder is required to provide the Depositary with a completed Internal Revenue Service (“IRS”) Form W-8BEN or other appropriate IRS Form W-8. Copies of the various IRS Forms W-8 can be found on the IRS website at www.irs.gov or the Depositary will provide such forms upon request.

A failure to properly complete and furnish the appropriate IRS Form W-9 or IRS Form W-8 may result in U.S. backup withholding and/or information reporting to the IRS.

A stockholder is a U.S. person if the stockholder is, for U.S. federal income tax purposes, a citizen or a resident of the United States (including a U.S. resident alien), a partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, an estate whose income is subject to U.S. federal income tax regardless of its source, or a trust if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust.

If a stockholder is a U.S. person for U.S. federal income tax purposes, the stockholder will be required to notify the Depositary of the stockholder’s TIN by completing the enclosed Substitute Form W-9, certifying that the TIN provided on that form is correct (or that such stockholder is awaiting receipt of a TIN), and that (i) the stockholder has not been notified by the IRS that the stockholder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) after being so notified, the IRS has notified the stockholder that the stockholder is no longer subject to backup withholding. If the Depositary is not provided with the correct TIN, such stockholder may be subject to a $50 penalty imposed by the IRS and payments that are made to such stockholder pursuant to the Offer may be subject to backup withholding. More serious penalties may be imposed for providing false information which, in some cases, may result in fines and/or imprisonment.

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Each stockholder that is a U.S. person is required to give the Depositary the TIN (e.g., U.S. Social Security number or U.S. federal employer identification number) of the registered owner of the Shares. If the Shares are registered in more than one name or are not registered in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report. A stockholder who does not have a TIN may check the box in Part 3 of the Substitute Form W-9 if such stockholder has applied for a number or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the stockholder must also complete the “Certificate of Awaiting Taxpayer Identification Number” in order to avoid backup withholding. If the box is checked, payments made will be subject to backup withholding unless the stockholder has furnished the Depositary with his, her or its TIN by the time payment is made. A stockholder who checks the box in Part 3 in lieu of furnishing a TIN should furnish the Depositary with the stockholder’s TIN as soon as it is received.

Certain U.S. persons are not subject to these backup withholding requirements. To avoid possible erroneous backup withholding, a U.S. person that is an exempt payee should complete the Substitute Form W-9 by providing its correct TIN, checking the appropriate box for its tax classification, checking the box in Part 4 of the form, and signing and dating the form.

Backup withholding is not an additional tax. Rather, the U.S. tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may be obtained by filing a tax return with the IRS.

Each stockholder is encouraged to consult his, her or its own tax advisor to determine whether such stockholder is required to furnish Substitute Form W-9, is exempt from backup withholding and information reporting, or is required to furnish an IRS Form W-8.

NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 OR APPROPRIATE IRS FORM W-8 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED “GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9” FOR ADDITIONAL DETAILS.

10.    Lost, Destroyed or Stolen Certificates.    If any certificate representing Shares has been lost, destroyed or stolen, the stockholder should promptly notify the transfer agent for the Company’s common stock, Continental Stock Transfer & Trust Company, in writing via mail or fax. The facsimile number is (212) 616-7613. The stockholder will then be instructed by Continental Stock Transfer & Trust Company as to the steps that must be taken in order to replace such certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been completed.

Important: This Letter of Transmittal together with any signature guarantees, or in the case of a book-entry transfer, an Agent’s Message, and any other required documents, must be received by the Depositary prior to the Expiration Date, and either certificates for tendered Shares must be received by the Depositary or Shares must be delivered pursuant to the procedures for book-entry transfer described in the Offer to purchase, in each case prior to the Expiration Date, or the tendering stockholder must comply with the procedures for guaranteed delivery described in the Offer to Purchase.

Manually signed copies of this Letter of Transmittal will be accepted. This Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each stockholder or such stockholder’s broker, dealer, bank, trust company or other nominee to the Depositary at one of its addressees listed below.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help you determine the number to give the payer.

For this type of account:		Give the SOCIAL SECURITY number of –
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodianaccount of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or disregarded entity owned by an individual	The owner(3)(5)

For this type of account:		Give the EMPLOYER IDENTIFICATION number of –
6.	Disregardedentity not owned by an individual	The owner(5)
7.	A valid trust, estate, or pension trust	The legal entity(4)
8.	Corporateor LLC electing corporate status on Form 8832	The corporation
9.	Association,club, religious, charitable, educational or other tax-exempt organization	The organization
10.	Partnershipor multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Accountwith the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person’s number must be furnished.

(2) Circle the minor’s name and furnish the minor’s Social Security number.

(3) You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your Social Security number or Employer Identification number (if you have one). Do not enter the disregarded entity’s EIN.

(4) List first and circle the name of the legal trust, estate, or pension trust. Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.

(5) Caution: A disregarded domestic entity that has a non-U.S. owner must use the appropriate Form W-8. A disregarded foreign entity that has a U.S. owner must use the Substitute Form W-9.

NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

Obtaining a Taxpayer Identification Number

If you do not have a Taxpayer Identification Number, you should apply for one immediately. To apply for a Social Security number, obtain Form SS-5, Application for a Social Security Card, from your local Social Security Administration Office or on-line at www.ssa.gov. You may also obtain this form by calling 1-800-772-1213. Use Form W-7, Application for an IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS Web Site at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can obtain Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS Web Site at www.irs.gov.

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Payees Exempt from Backup Withholding

If you are an exempt payee, enter your name and check the appropriate box for your status, then check the “Exempt payee” box in Part 4, sign and date the form.

Payees specifically exempted from backup withholding on ALL payments include the following:

• An organization exempt from tax under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), or an individual retirement account, or a custodial account under Section 403(b)(7) of the Code, if the account satisfies the requirements of Section 401(f)(2) of the Code.

• The United States or any of its agencies or instrumentalities.

• A state, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof.

• A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

• An international organization or any agency or instrumentality thereof.

Other payees that may be exempt from backup withholding include:

• A corporation.

• A financial institution.

• A trust exempt from tax under Section 664 of the Code or described in Section 4947 of the Code.

• A futures commission merchant registered with the Commodity Futures Trading Commission.

• A middleman known in the investment community as a nominee or custodian.

• A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States.

• A real estate investment trust.

• A common trust fund operated by a bank under Section 584(a) of the Code.

• An entity registered at all times during the tax year under the Investment Company Act of 1940.

• A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

• Payments to nonresident aliens subject to withholding under Section 1441 of the Code.

• Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner.

• Payments made by certain foreign organizations.

• Section 404(k) distributions made by an employee stock option plan.

• Payments of patronage dividends where the amount received is not paid in money.

Exempt payees described above should file the Substitute Form W-9 to avoid possible erroneous backup withholding. IF YOU ARE AN EXEMPT PAYEE, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER ON THE FORM, CHECK THE BOX IN PART 4 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH THE PAYER THE APPROPRIATE IRS FORM W-8.

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Certain payments other than interest, dividends, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A, and 6050N of the Code and the regulations promulgated thereunder.

Privacy Act Notice.—Section 6109 of the Code requires you to give your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal non-tax criminal laws and to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold applicable rates of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number.— If you fail to furnish your correct TIN to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding.—If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4) Misuse of TINs.—If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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CONTINENTAL STOCK TRANSFER & TRUST COMPANY

By First Class Mail:	By Certified or Express Delivery:	By Hand:
Continental Stock Transfer & Trust Company 17 Battery Place, 8th Floor New York, NY 10004 Attn: Reorganization Department	Continental Stock Transfer & Trust Company 17 Battery Place, 8th Floor New York, NY 10004 Attn: Reorganization Department	Continental Stock Transfer & Trust Company 17 Battery Place, 8th Floor New York, NY 10004 Attn: Reorganization Department

Questions regarding the Offer, and requests for assistance in connection with the Offer, may be directed to the Information Agent at its address and telephone numbers listed below. Additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery or any other materials related to the Offer may be obtained from the Information Agent and will be furnished promptly free of charge. You may also contact your broker, dealer, bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

105 Madison Avenue

New York, NY 10016

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: tenderoffer@mackenziepartners.com

EX-99.(A)(1)(C)

Exhibit (a)(1)(C)

Notice of Guaranteed Delivery

for

Tender of Shares of Common Stock

of

Galaxy Nutritional Foods, Inc.

to

Andromeda Acquisition Corp.,

a wholly owned subsidiary of

MW1 LLC

(not to be used for signature guarantees)

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,

EASTERN TIME, ON MARCH 16 2009, UNLESS THE OFFER IS EXTENDED.

This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) if (i) certificates (“Share Certificates”) representing shares of common stock, par value $0.01 per share (“Shares”), of Galaxy Nutritional Foods, Inc., a Delaware corporation, are not immediately available, (ii) Share Certificates and all other required documents cannot be delivered to Continental Stock Transfer & Trust Company, the depositary for the Offer (the “Depositary”) prior to the expiration date of the Offer, or (iii) the procedures for book-entry transfer cannot be completed on a timely basis. This form may be delivered by hand or by mail to the Depositary and must include a guarantee by an Eligible Institution (as defined in the Offer to Purchase dated February 13, 2009 (the “Offer to Purchase”)). See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

By First Class Mail or Certified or Express Delivery:	By Facsimile:	By Hand:
Continental Stock Transfer & Trust Company	Continental Stock Transfer & Trust Company	Continental Stock Transfer & Trust Company
17 Battery Place, 8th Floor	(212) 616-7610	17 Battery Place, 8th Floor
New York, NY 10004	Confirm faxes by calling:	New York, NY 10004
Attn: Reorganization Department	(212) 509-4000 ext. 536	Attn: Reorganization Department

Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above will not constitute a valid delivery.

This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal for the Offer is required to be guaranteed by an “Eligible Institution” (as defined in Section 3 of the Offer to Purchase) under the Instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on such Letter of Transmittal.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or an Agent’s Message (as defined in Section 2 of the Offer to Purchase) and Shares to the Depositary in the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

The guarantee on the following pages must be completed.

Ladies and Gentlemen:

The undersigned hereby tenders to Andromeda Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of MW1 LLC, a Delaware limited liability company, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged, the number of Shares set forth below, all pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.

Number of Shares:                                                                                                                                                                                         

Certificate Nos. (if available):                                                                                                                                                                  

(Check box if Shares will be tendered by book-entry transfer) ¨ The Depository Trust Company

Account Number at The Depository Trust Company:                                                                                                                      

Date:                                                                                                                                                                                                                   

Name(s) of Record Holder(s):                                                                                                                                                                  

(Please Print or Type)

Address(es):                                                                                                                                                                                                     

(Include Zip Code)

Daytime Area Code and Tel. No.:                                                                                                                                                           

Signature (s):                                                                                                                                                                                                   

Dated:                                                                                                                                                                                                                 

GUARANTEE

(not to be used for signature guarantee)

The undersigned, a firm that is a participant in the Securities Transfer Agents Medallion Program, the Stock Exchanges Medallion Program, the New York Stock Exchange Medallion Signature Program or an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Depositary either the certificates representing the Shares tendered herewith, in proper form for transfer, or a Book-Entry Confirmation (as defined in Section 3 of the Offer to Purchase) with respect to such Shares, in any such case together with a properly completed and duly executed Letter of Transmittal for the Offer, with any required signature guarantees, or an Agent’s Message (as defined in Section 2 of the Offer to Purchase), and any other required documents, within three trading days (as described in the Letter of Transmittal for the Offer) after the date hereof.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver a Letter of Transmittal for the Offer or an Agent’s Message and Certificates for Shares or a Book-Entry Confirmation to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Name of Firm:                                                                                                                                                                                                

Address(es):                                                                                                                                                                                                     

(Include Zip Code)

Area Code and Tel. No.:                                                                                                                                                                              

AUTHORIZED SIGNATURE

Name:                                                                                                                                                                                                                 

(Please Type or Print)

Title:                                                                                                                                                                                                                   

Date:                                                                                                                                                                                                                   

Signature(s):                                                                                                                                                                                                    

NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES  SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL FOR THE OFFER.

EX-99.(A)(1)(D)

Exhibit (a)(1)(D)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

of

Galaxy Nutritional Foods, Inc.

at

$0.36 Per Share

by

Andromeda Acquisition Corp.,

a wholly owned subsidiary of

MW1 LLC

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN

TIME, ON MARCH 16, 2009, UNLESS THE OFFER IS EXTENDED.

February 13, 2009

To Brokers, Dealers, Banks, Trust Companies and other Nominees:

We have been engaged by Andromeda Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of MW1 LLC, a Delaware limited liability company (“MW1”), to act as the information agent (the “Information Agent”) in connection with Purchaser’s offer to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Galaxy Nutritional Foods, Inc., a Delaware corporation (the “Company”), at a price of $0.36 per share, in cash and without interest thereon (the “Offer Price”), on the terms and subject to the conditions set forth in Purchaser’s Offer to Purchase dated February 13, 2009 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares that are registered in your name or in the name of your nominee.

Holders of Shares who wish to tender their Shares but whose certificates for such Shares (the “Share Certificates”) are not immediately available, who cannot complete the procedures for book-entry transfer on a timely basis, or who cannot deliver all other required documents to Continental Stock Transfer & Trust Company (the “Depositary”) prior to the Expiration Date (as defined in the Offer to Purchase) must tender their Shares according to the guaranteed delivery procedure set forth in the Offer to Purchase.

Enclosed herewith are copies of the following documents:

1. The Offer to Purchase dated February 13, 2009;

2. The Letter of Transmittal to be used by stockholders of the Company to tender Shares in the Offer (manually signed copies of the Letter of Transmittal may also be used to tender Shares);

3. A printed form of letter that may be sent to your clients for whose account you hold Shares that are registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer;

4. Notice of Guaranteed Delivery to be used to accept the Offer if Share Certificates are not immediately available or if such certificates and all other required documents cannot be delivered to the Depositary or if the procedures for book-entry transfer cannot be completed on a timely basis; and

5. Return envelope addressed to Continental Stock Transfer & Trust Company, as the Depositary for the Offer.

We urge you to contact your clients promptly. Please note that the Offer and withdrawal rights will expire at 5:00 p.m., Eastern time, on March 16, 2009 (the “Expiration Date”), unless the Offer is extended.

The Offer is conditioned upon, among other things, there being validly tendered in accordance with the terms of the Offer and not properly withdrawn prior to the Expiration Date (as defined in the Offer to Purchase) a number of Shares that, when added to the number of Shares then owned by Purchaser, represents at least 90% of the outstanding Shares as of the Expiration Date of the Offer. However, Purchaser intends to accept for payment, purchase and pay for Shares validly tendered and not properly withdrawn pursuant to the Offer in the event that a number of Shares, together with any Shares then owned by Purchaser, representing at least 66.7% of the outstanding Shares of the Company as of the Expiration Date of the Offer have been validly tendered and not properly withdrawn. The Offer is also subject to other conditions described in Section 15 (Certain Conditions of the Offer) of the Offer to Purchase.

On the terms and subject to the conditions of the Offer, as promptly as practicable after the Expiration Date of the Offer, Purchaser will accept for payment, and pay for, all Shares validly tendered and not properly withdrawn prior to the Expiration Date of the Offer. To validly tender Shares in the Offer, (i) the certificate(s) representing the tendered Shares, together with the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees and any other required documents, must be received by the Depositary on or prior to the Expiration Date, (ii) in the case of a tender effected pursuant to the book-entry transfer procedures described in the Offer to Purchase (a) either the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or any Agent’s Message (as defined in Section 2 of the Offer to Purchase), and any other required documents, must be received by the Depositary prior to the Expiration Date, and (b) the Shares to be tendered must be delivered pursuant to the book-entry transfer procedures described in the Offer to Purchase and a Book-Entry Confirmation (as defined in Section 3 of the Offer to Purchase) must be received by the Depositary prior to the Expiration Date or (iii) the tendering stockholder must comply with the guaranteed delivery procedures described in the Offer to Purchase prior to the Expiration Date.

Neither Purchaser nor MW1 will pay any fees or commissions to any broker or dealer or other person (other than the Depositary and us as the Information Agent) in connection with the solicitation of tenders of Shares in connection with the Offer. You will be reimbursed by Purchaser upon request for customary mailing and handling expenses incurred by you in forwarding the enclosed materials to your customers. Purchaser will pay or cause to be paid all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

If holders of Shares wish to tender, but it is impracticable for them to forward their certificates or other required documents prior to the expiration of the Offer, a tender may be effected by following the guaranteed delivery procedures specified in Section 3 of the Offer to Purchase.

Questions regarding the Offer, and requests for additional copies of the enclosed materials, may be directed to the Information Agent at the address and telephone number listed on the back cover of the enclosed Offer to Purchase.

Very truly yours,

MacKenzie Partners, Inc.

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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF PURCHASER, MW1, THE DEPOSITARY OR THE INFORMATION AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL FOR THE OFFER.

105 Madison Avenue

New York, NY 10016

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: tenderoffer@mackenziepartners.com

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EX-99.(A)(1)(E)

Exhibit (a)(1)(E)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

of

Galaxy Nutritional Foods, Inc.

at

$0.36 Per Share

by

Andromeda Acquisition Corp.,

a wholly owned subsidiary of

MW1 LLC

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME,

ON MARCH 16, 2009, UNLESS THE OFFER IS EXTENDED.

February 13, 2009

To Our Clients:

Enclosed for your consideration is the Offer to Purchase dated February 13, 2009 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”) in connection with the offer by Andromeda Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of MW1 LLC, a Delaware limited liability company, to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Galaxy Nutritional Foods, Inc., a Delaware corporation (the “Company”). Pursuant to the Offer, Purchaser will purchase all Shares validly tendered and not properly withdrawn prior to the Expiration Date (as defined below) at a price of $0.36 per share in cash and without interest thereon, on the terms and subject to the conditions of the Offer.

We (or our nominees) are the holder of record of Shares held by us for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used to tender Shares held by us for your account.

We request instructions as to whether you wish to tender any or all of the Shares held by us for your account pursuant to the terms and conditions of the Offer.

Your attention is directed to the following:

1. The offer price for the Offer is $0.36 per Share, in cash and without interest thereon (the “Offer Price”), on the terms and subject to the conditions of the Offer.

2. The Offer is being made for all outstanding Shares.

3. The Offer is conditioned upon, among other things, there being validly tendered in accordance with the terms of the Offer and not properly withdrawn prior the Expiration Date (as defined in the Offer to Purchase) a number of Shares that, when added to the number of Shares then owned by Purchaser represents at least 90% of the outstanding Shares as of the Expiration Date of the Offer. However, Purchaser intends to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Offer in the event that a number of Shares, together with any Shares then owned by Purchaser, representing at least 66.7% of the outstanding Shares of the Company as of the Expiration Date of the Offer have been validly tendered and not withdrawn. The Offer is also subject to other conditions described in Section 15 (Certain Conditions of the Offer) of the Offer to Purchase.

4. The Offer and withdrawal rights expire at 5:00 p.m., Eastern time, on March 16, 2009 (the “Expiration Date”), unless the Offer is extended by Purchaser, in which event the term Expiration Date shall mean the latest time at which the Offer, as so extended by Purchaser, will expire.

5. Any stock transfer taxes applicable to a sale of Shares pursuant to the Offer will be borne by Purchaser, except as otherwise set forth in Instruction 6 of the Letter of Transmittal.

6. Tendering stockholders will not be obligated to pay brokerage fees or commissions to the Depositary or the Information Agent (each as defined in the Offer to Purchase) on the purchase of Shares by Purchaser in the Offer. However, United States federal income tax backup withholding at a rate of 28% may be required, unless the required taxpayer identification information is provided or an exemption is available. See the Letter of Transmittal for more information.

If you wish to have us tender any or all of the Shares held by us for your account, please so instruct us by completing, executing and returning to us the enclosed instruction form. An envelope to return your instructions to us is also enclosed. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified on the detachable part hereof. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf prior to the Expiration Date.

On the terms and subject to the conditions of the Offer, as promptly as practicable after the Expiration Date of the Offer, Purchaser will accept for payment, and pay for, all Shares validly tendered and not properly withdrawn prior to the Expiration Date of the Offer. To validly tender Shares in the Offer, (i) the certificate(s) representing the tendered Shares, together with the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees and any other required documents, must be received by the Depositary for the Offer prior to the Expiration Date, (ii) in the case of a tender effected pursuant to the book-entry transfer procedures described in the Offer to Purchase (a) either the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message (as defined in Section 2 of the Offer to Purchase), and any other required documents, must be received by the Depositary prior to the Expiration Date, and (b) the Shares to be tendered must be delivered pursuant to the book-entry transfer procedures described in the Offer to Purchase and a Book-Entry Confirmation (as defined in Section 3 of the Offer to Purchase) must be received by the Depositary for the Offer prior to the Expiration Date or (iii) the tendering shareholder must comply with the guaranteed delivery procedures described in the Offer to Purchase prior to the Expiration Date.

Under no circumstances will interest be paid on the purchase price of the Shares to be paid by Purchaser, regardless of any extension of the Offer or any delay in making such payment.

The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions where securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF GALAXY NUTRITIONAL FOODS, INC.

The undersigned acknowledge(s) receipt of your letter, the Offer to Purchase dated February 13, 2009 (the “Offer to Purchase”) and the Letter of Transmittal relating to shares of common stock, par value $0.01 per share (the “Shares”), of Galaxy Nutritional Foods, Inc., a Delaware corporation.

The undersigned hereby instructs you to tender the number of Shares indicated below (or, if no number is indicated below, all Shares) held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and Letter of Transmittal.

Number of Shares to be Tendered*:                                  Shares

SIGN HERE

Signature(s):                                                                                                                                                                                             

Please Type or Print Name(s):                                                                                                                                                           

Please Type or Print Address(es):                                                                                                                                                    

Area Code and Telephone Number:                                                                                                                                                

Taxpayer Identification Number: ____________________________________

*Unless otherwise indicated, it will be assumed that all your Shares are to be tendered.

Date: ___________________________

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