UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1 TO

FORM 10-K

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended AUGUST 31, 2010

or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File

No. 33‑94644

MINN‑DAK FARMERS COOPERATIVE

(Exact name of Registrant as specified in its charter)

North Dakota	23‑7222188
(State of Incorporation)	(I.R.S. Employer Identification Number)
7525 Red River Road Wahpeton, North Dakota 58075	(701) 642‑8411
(Address of Principal Executive Offices)	(Registrant’s Telephone Number)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ☐YES  ☒NO

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.   ☐ YES  ☒ NO

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

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.  ☐ YES  ☐ NO

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

Indicate by check mark if the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐  Accelerated filer ☐  Non-accelerated filer ☒  Smaller Reporting Company ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ☐ YES  ☒ NO

Minn-Dak Farmers Cooperative is a cooperative. Its voting and non-voting common equity can only be held by its members. No public market for voting and non-voting common equity of Minn-Dak Farmers Cooperative is established and it is unlikely, in the foreseeable future that a public market for its voting and non-voting common equity will develop.

As of November 24, 2010, 477 shares of the Company’s Common Stock and 72,200 “units” of the Registrant’s Preferred Stock, each consisting of 1 share of Class A Preferred Stock, 1 share of Class B Preferred Stock and 1 share of Class C Preferred Stock, were outstanding.

Description of Amendment No. 1 to Annual Report on Form 10-K for the Year Ended August 31, 2010:

On November 24, 2010, Minn-Dak Farmers Cooperative (the “Company”) filed its Annual Report on Form 10-K for the year ended August 31, 2010 (the “2010 Form 10-K”).  This Amendment No. 1 to the 2010 Form 10-K is being filed solely to correct the consolidated balance sheets as of August 31, 2010, 2009 and 2008 included in the 2010 Form 10-K.  The balance sheets included in the 2010 Form 10-K contained a numerical error that occurred during the process of preparing the 2010 Form 10-K for electronic filing with the Securities and Exchange Commission.  The error was not reflected in the 2010 Form 10-K that was delivered to the Company’s shareholders.

In the balance sheets included in the 2010 Form 10-K, total assets as of August 31, 2010, 2009 and 2008 were stated as $192,065,062, $179,789,946, and $176,903,727, respectively.  Correct assets as of August 31, 2010, 2009 and 2008 were $197,065,062, $179,883,895 and $177,062,902, respectively.  All other balance sheet amounts are correct as stated in the 2010 Form 10-K.  In Part IV of this Amendment No. 1, the Company is including its consolidated balance sheets as of August 31, 2010, 2009 and 2008 that reflect the corrected total assets.

This Amendment No. 1 does not reflect events occurring after the filing of the 2010 Form 10-K and, other than the filing of the aforementioned balance sheets, does not amend, modify or update the disclosure in the 2010 Form 10-K in any way.

PART IV.

ITEM 15.       EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Documents filed as part of this Amendment No. 1 to Annual Report on Form 10-K:

a.Consolidated Financial Statements

-Consolidated Balance Sheets as of August 31, 2010, 2009 and 2008
(as corrected as described above)

c.     The exhibits to this Amendment No. 1 to Annual Report on Form 10-K are as follows:

Exhibit No.	Description
31.1	Certification of the President/Chief Executive Officer (principal executive officer) pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.
31.2	Certification of the Executive Vice President/Chief Financial Officer (principal financial officer) pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.
31.3	Certification of the Controller/Chief Accounting Officer (principal accounting officer) pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.
32	Certification pursuant to 18 U.S.C. §1350

MINN-DAK FARMERS COOPERATIVE

CONSOLIDATED BALANCE SHEETS

AUGUST 31, 2010, 2009, AND 2008

	2010		2009		2008
ASSETS
CURRENT ASSETS
Cash	$	128,611	$	93,949	$	159,175
Current bond trust		4,731,005		―		―
Receivables
Trade accounts		12,730,660		14,299,830		16,376,068
Growers		13,763,089		10,196,312		7,313,090
Income tax		―		―		234,461
Other		2,551		2,551		2,551
		26,496,300		24,498,693		23,926,170
Advances to affiliates - Midwest Agri-Commodities Co. and  United Sugars Corporation		―		1,105,797		1,492,451
Inventories
Refined sugar, pulp, molasses and thick juice to be sold on a pooled basis		29,770,313		27,046,374		28,452,755
Sugarbeets		3,121,298		―		―
Nonmember refined sugar		1,717,395		1,451,972		1,357,893
Yeast		237,105		200,317		167,799
Materials and supplies		13,403,175		11,296,034		10,159,944
		48,249,286		39,994,697		40,138,391
Deferred charges		―		1,324,353		1,436,316
Prepaid expenses and other assets		2,047,411		3,109,313		2,149,816
Current deferred income tax asset		―		25,600		145,000
Total current assets		81,652,613		70,152,402		69,447,319
PROPERTY, PLANT AND EQUIPMENT
Land and land improvements		28,164,267		27,130,273		26,476,273
Buildings		37,882,719		37,757,659		37,592,109
Factory equipment		152,493,105		147,419,262		141,263,455
Other equipment		5,300,600		4,675,425		3,766,400
Capitalized leases		3,352,917		2,960,658		746,210
Construction in progress		5,213,973		4,690,526		4,500,912
		232,407,581		224,633,803		214,345,359
Less accumulated depreciation and amortization		135,638,384		127,336,389		119,566,871
		96,769,197		97,297,414		94,778,488
OTHER ASSETS
Investment in other cooperatives and unconsolidated marketing cooperatives		11,115,672		11,343,602		11,523,024
Bond trust and financing costs		2,492,735		98,302		126,663
Other		5,034,845		992,175		1,187,408
		18,643,252		12,434,079		12,837,095
	$	197,065,062	$	179,883,895	$	177,062,902

See Notes to Consolidated Financial Statements.

	2010			2009			2008
LIABILITIES AND MEMBERS’ INVESTMENT
CURRENT LIABILITIES
Short-term notes payable	$	27,557,680		$	18,977,978		$	24,440,000
Current portion of long-term debt and capital leases		2,977,034			2,905,841			2,594,188
Current portion of bonds payable		―			2,120,000			2,010,000
		2,977,034			5,025,841			4,604,188
Accounts payable
Trade		10,143,993			11,566,445			9,511,224
Checks Outstanding		1,007,863			545,766			―
Deferred liabilities		8,825,180			―			―
Growers		13,874,124			17,704,288			17,429,879
Income tax		194,745			―			―
		34,045,905			29,816,499			26,941,103
Payable to affiliates - Midwest Agri-Commodities Co. and  United Sugars Corporation		283,460			―			―
Accrued liabilities		3,100,968			2,945,383			3,299,010
Total current liabilities		67,965,047			56,765,701			59,284,301
LONG-TERM DEBT AND CAPITAL LEASES, NET OF CURRENT PORTION		18,690,023			22,148,959			13,778,143
BONDS PAYABLE		19,240,000			11,370,000			13,490,000
LONG-TERM DEFERRED INCOME TAX LIABILITY		265,800			354,400			443,000
LONG-TERM UNRECOGNIZED TAX BENEFITS LIABILITY		―			274,075			256,075
LONG-TERM PENSION LIABILITY		19,629,704			12,827,360			5,795,189
COMMITMENTS AND CONTINGENCIES (NOTE 10)
Total liabilities		125,790,574			103,740,495			93,046,708
MEMBERS’ INVESTMENT
Preferred stock
Class A - 100,000 shares authorized,  $105 par value; 72,200 shares issued and outstanding		7,581,000			7,581,000			7,581,000
Class B - 100,000 shares authorized  $75 par value; 72,200 shares issued and outstanding		5,415,000			5,415,000			5,415,000
Class C - 100,000 shares authorized,  $76 par value; 72,200 shares issued and outstanding		5,487,200			5,487,200			5,487,200
		18,483,200			18,483,200			18,483,200
Common stock, 600 shares authorized, $250 par value; 477 shares issued and outstanding on 8-31-10,		119,250			118,500			120,750
474 shares outstanding on 8-31-09 and
483 shares outstanding on 8-31-08 and
Paid in capital in excess of par value		32,094,407			32,094,407			32,094,407
Nonqualified allocated patronage		28,298,571			28,298,718			28,298,508
Accumulated other comprehensive loss		(18,837,157	)		(12,811,235	)		(4,890,516	)
Retained earnings		11,116,217			9,959,810			9,909,845
		71,274,488			76,143,400			84,016,194
	$	197,065,062		$	179,883,895		$	177,062,902

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: December 9, 2010

MINN-DAK FARMERS COOPERATIVE
By:	/s/ David H. Roche
	David H. Roche, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on behalf of the registrant by the following persons in the capacities indicated on December 9, 2010.

SIGNATURE	TITLE
/s/ David H. Roche	President and Chief Executive Officer (principal executive officer)
David H. Roche
/s/ Steven M. Caspers	Executive Vice President and Chief Financial Officer (principal financial officer)
Steven M. Caspers
/s/ Allen E. Larson	Controller and Chief Accounting Officer (principal accounting officer)
Allen E. Larson
/s/ Dale Blume
Dale Blume	Director
/s/ Dennis Butenhoff
Dennis Butenhoff	Director
/s/ Brent Davison
Brent Davison	Director
/s/ Doug Etten
Doug Etten	Director
/s/ Patrick Freese
Patrick Freese	Director
/s/ Dennis Klosterman
Dennis Klosterman	Director
/s/ Russell Mauch	Director
Russell Mauch
/s/ C Kevin Kutzer
C Kevin Kutzer	Director
/s/ Charles Steiner
Charles Steiner	Director