UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

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

For the quarterly period ended June 29, 2013

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

For the transition period from to

Commission File Number: 333-173400

MICHAEL FOODS GROUP, INC.

(Exact name of registrant as specified in its charter)


Delaware	20-0344222
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

301 Carlson Parkway, Suite 400 Minnetonka, Minnesota	55305
(Address of principal executive offices)	(Zip Code)

(952) 258-4000

(Registrant’s telephone number, including area code)

None

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

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

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

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

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer x

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 x No

The registrant’s Common Stock is not publicly traded. The Registrant had 100 shares of $0.01 par value common stock outstanding as of November 5, 2013.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10–Q/A is being filed to amend our Quarterly Report on Form 10–Q for the quarter ended June 29, 2013, as filed with the Securities and Exchange Commission on August 9, 2013, to revise certifications pursuant to the Sarbanes–Oxley Act of 2002 as Exhibits 31.1 and 31.2. This Amendment does not reflect events occurring after the date of the initial Quarterly Report on Form 10-Q or modify or update any disclosures that may have been affected by subsequent events. Other than the changes referred to above, all other information in the initial Quarterly Report on Form 10-Q, as amended, remains unchanged.

PART II

ITEM 6. EXHIBITS

EXHIBIT INDEX

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	MICHAEL FOODS GROUP, INC.

Date: November 5, 2013	By:	/s/ James E. Dwyer, Jr.
		James E. Dwyer, Jr. Chairman and Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Mark W. Westphal
		Mark W. Westphal Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)

MICHAEL FOODS GROUP, INC. 10-Q/A