Item 3.02. Unregistered Sales of Equity Securities.

On August 13, 2009, Emerald Dairy Inc. (the "Company") closed its offer (the "Warrant Tender Offer") to all holders of warrants to purchase shares of the Company's common stock, having exercise prices of either $0.94, $1.50, $1.63, $2.04 or $3.26 per share, originally issued in connection with private placements the Company consummated in October 2007 (the "Original Warrants"), to exchange their Original Warrants for warrants exercisable at reduced exercise prices ("Amended Warrants"). On August 14, 2009, the 22 warrant holders that participated in the Warrant Tender Offer exercised all of the 2,254,828 Amended Warrants they received in connection therewith, at an exercise price of $1.63 per share. As a result, the Company received gross proceeds of $3,675,370.

Following the exercise of the Amended Warrants, the Company had 31,951,358 shares of common stock issued and outstanding (not including an additional 1,944,444 shares of common stock of the Company currently being held in treasury).

The Company believes that these sales of the 2,254,828 shares of common stock upon exercise of the Amended Warrants were exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2), and/or Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering.

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