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)

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:

MINN-DAK FARMERS COOPERATIVE

CONSOLIDATED BALANCE SHEETS

AUGUST 31, 2010, 2009, AND 2008

See Notes to Consolidated Financial Statements.

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

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.