<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               AMENDMENT NO. 1 TO
                                    FORM 10-Q

     (Mark One)
         [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JANUARY 1, 2006

                                       OR

         [  ]     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 1-16699

                              OVERHILL FARMS, INC.
             (Exact name of registrant as specified in its charter)

               NEVADA                                          75-2590292
               ------                                          ----------
   (State or other jurisdiction of                            (IRS Employer
   incorporation or organization)                        Identification Number)

       2727 EAST VERNON AVENUE
         VERNON, CALIFORNIA                                       90058
         ------------------                                       -----
(Address of principal executive offices)                       (Zip code)


                                 (323) 582-9977
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
              (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 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 [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
 Large Accelerated Filer [ ]   Accelerated Filer [ ]   Non-Accelerated Filer [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]

As of April 11, 2006 there were 15,260,271 shares of the issuer's common stock,
$.01 par value, outstanding.



<PAGE>

                                EXPLANATORY NOTE

         Overhill Farms, Inc. (the "Company") is filing this Amendment No. 1 to
its Quarterly Report on Form 10-Q for the quarterly period ended January 1,
2006, which report was originally filed on January 31, 2006 (the "Original
Filing"), to add additional disclosure regarding its anticipated debt
refinancing. Changes have been made to the "Liquidity and Capital Resources"
section of "Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations."

         The additional disclosure regarding the Company's anticipated debt
refinancing has no effect on the Company's financial position, balance sheet,
statement of operations or statement of cash flows or its conclusion that its
disclosure controls and procedures were effective as of January 1, 2006. All
information in this amendment is as of the date of the Original Filing and does
not reflect any subsequent information or events occurring after the date of the
Original Filing. Forward-looking statements made reflect our expectations as of
the date of our Original Filing and have not been adjusted to reflect subsequent
information.



<PAGE>

                              OVERHILL FARMS, INC.
                               AMENDMENT NO. 1 TO
                                    FORM 10-Q
                          QUARTER ENDED JANUARY 1, 2006

--------------------------------------------------------------------------------

                                TABLE OF CONTENTS


                                                                        Page No.
                                                                        --------

PART I - FINANCIAL INFORMATION
------------------------------

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                 2

PART II - OTHER INFORMATION
---------------------------

Item 6.  Exhibits                                                            9

SIGNATURES                                                                  10

EXHIBITS FILED WITH THIS AMENDMENT NO. 1 TO FORM 10-Q                       11


                                       1


<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

         The following discussion and analysis should be read in conjunction
with our condensed financial statements and notes to condensed financial
statements included elsewhere in this document. This report, and our condensed
financial statements and notes to our condensed financial statements, contain
forward-looking statements, which generally include the plans and objectives of
management for future operations, including plans and objectives relating to our
future economic performance and our current beliefs regarding revenues we might
earn if we are successful in implementing our business strategies.

         This report contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based on current expectations or beliefs, including, but not
limited to, statements concerning our operations and financial performance and
condition. For this purpose, statements of historical fact may be deemed to be
forward-looking statements. Forward-looking statements include statements which
are predictive in nature, which depend upon or refer to future events or
conditions, which include words such as "expects," "anticipates," "intends,"
"plans," "believes," "estimates," "projects," "forecasts," or similar
expressions. In addition, any statements concerning future financial performance
(including future revenues, earnings or growth rates), ongoing business
strategies or prospects, and possible future company actions, which may be
provided by management, are also forward-looking statements. We caution that
these statements by their nature involve risks and uncertainties, and actual
results may differ materially depending on a variety of important factors,
including, among others:

         o        the impact of competitive products and pricing;

         o        market conditions that may affect the cost of raw material as
                  well as the market for our products;

         o        changes in our business environment, including actions of
                  competitors and changes in customer preferences, as well as
                  disruptions to our customers' businesses;

         o        natural disasters that can impact, among other things, costs
                  of fuel and raw materials;

         o        the occurrence of acts of terrorism, such as the events of
                  September 11, 2001, or acts of war;

         o        changes in governmental laws and regulations, including income
                  taxes; and

         o        other factors as may be discussed in this report and other
                  reports we file with the Securities and Exchange Commission,
                  including those described in Item 1A of Part I of our annual
                  report on Form 10-K for the fiscal year ended October 2, 2005
                  and Item 1A of Part II of this report.

OVERVIEW

         We are a leading value-added manufacturer of high quality, prepared
frozen food products for branded retail, private label, food service and airline
customers. Our product line includes entrees, plated meals, bulk-packed meal
components, pastas, soups, sauces, poultry, meat and fish specialties, as well
as organic and vegetarian offerings. Our extensive research and development
efforts, combined with proprietary recipes and flexible manufacturing
capabilities, provide customers with a one-stop solution for new product ideas,
formulations and product manufacturing, as well as precise replication of
existing recipes. Our capabilities allow customers to outsource product
development, product manufacturing and packaging thereby avoiding significant
fixed-cost and variable investments in resources and equipment. Our customers
include such prominent nationally recognized names as Panda Restaurant Group,
Jenny Craig, Inc., American Airlines, Inc., Safeway Inc. and Pinnacle Foods
Corporation.


                                       2


<PAGE>

         Our goal is to be a leading developer and manufacturer of value-added
food products and provider of custom prepared foods. We intend to create
superior value for our stockholders by continuing to execute our growth and
operating strategies. We employ the following corporate strategies:

         o        diversify our customer base, focusing on sectors with
                  attractive growth characteristics, such as foodservice and
                  retail;

         o        invest in and operate efficient production facilities;

         o        provide customer service-oriented distribution;

         o        offer a broad range of products to customers in multiple
                  channels of distribution; and

         o        continue to pursue growth through strategic acquisitions and
                  investments.

CRITICAL ACCOUNTING POLICIES

         Management's discussion and analysis of our financial condition and
results of operations is based upon our financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires management
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ from
those estimates. See Note 2 to the financial statements contained in our 2005
annual report on Form 10-K for the year ended October 2, 2005 for a summary of
our significant accounting policies. Management believes the following critical
accounting policies are related to its more significant estimates and
assumptions used in the preparation of our financial statements.

         CONCENTRATIONS OF CREDIT RISK. Our financial instruments that are
exposed to concentrations of credit risk consist primarily of trade receivables.
We perform ongoing credit evaluations of our customers' financial condition and
generally require no collateral from our customers. A bankruptcy or other
significant financial deterioration of any customers could impact their future
ability to satisfy their receivables with us. Our allowance for doubtful
accounts is calculated based primarily upon historical bad debt experience and
current market conditions. For the three months ended January 1, 2006 and
January 2, 2005, our write-offs, net of recoveries, to the allowance for
doubtful accounts were approximately $2,000 and $0, respectively.

         A significant portion of our total net revenues during the first three
months of 2006 and 2005 was derived from two customers. Panda Restaurant Group,
Inc. and Jenny Craig, Inc. accounted for approximately 37% and 23%,
respectively, of our revenues for the three months ended January 1, 2006 and
approximately 43% and 17%, respectively, of our total accounts receivable
balance at January 1, 2006. Panda Restaurant Group, Inc. and Jenny Craig, Inc.
accounted for approximately 30% and 14% respectively, of our revenues for the
three months ended January 2, 2005 and approximately 39% and 25%, respectively,
of our total accounts receivable balance at October 2, 2005. We continue to
expand our retail and foodservice customer base with the goal of reducing our
reliance on a small concentration of accounts.

         INVENTORIES. Inventories, which include material, labor and
manufacturing overhead, are stated at the lower of cost, which approximates the
first-in, first-out (FIFO) method, or market. We use a standard costing system
to estimate our FIFO cost of inventory at the end of each reporting period.
Historically, standard costs have been materially consistent with actual costs.
We determine the market value of our raw ingredients, finished product and
packaging inventories based upon references to current market prices for such
items as of the end of each reporting period and record a write-down of
inventory standard cost to market, when applicable. We periodically review our
inventory for excess items, and we establish a valuation reserve based upon the
age of specific items in inventory and the expected recovery from the
disposition of the items.

         A reserve is established for the estimated aged surplus, spoiled or
damaged products, and discontinued inventory items and components. The amount of
the reserve is determined by analyzing inventory composition, expected usage,
historical and projected sales information, and other factors. Changes in sales
volume due to unexpected economic or competitive conditions are among the
factors that could result in materially different amounts for this item. During


                                       3


<PAGE>

the quarter ended January 2, 2005, we revised our method to apply reserve
estimation percentages to aging categories. The effect of this change in
estimate resulted in one-time higher cost of sales and lower gross profit of
approximately $650,000 and lowered net income by approximately $370,000 for the
three months ended January 2, 2005.

         EXCESS OF COST OVER FAIR VALUE OF NET ASSETS ACQUIRED. We evaluate the
excess of cost over fair value of net assets acquired (goodwill) at least
annually for impairment in accordance with SFAS No. 142. We have one reporting
unit and estimate fair value based on a variety of market factors, including
discounted cash flow analysis, market capitalization, and other market-based
data. No impairment of goodwill was recorded during fiscal year 2005. At January
1, 2006, we had goodwill of $12.2 million. A deterioration of our operating
results and the related cash flow effect could decrease the estimated fair value
of our business and, thus, cause our goodwill to become impaired and cause us to
record a charge against operations in an amount representing the impairment.

         STOCK-BASED COMPENSATION. We estimate the fair value of stock options
granted using the Black-Scholes-Merton option-pricing formula and a multiple
option award approach. The fair value is then amortized over the requisite
service periods of the awards. This option-pricing model requires the input of
highly subjective assumptions, including the option's expected life, price
volatility of the underlying stock, risk-free interest rate and expected
dividend rate. Because stock-based compensation expense is based on awards
ultimately expected to vest, it is reduced for estimated forfeitures. SFAS
123(R) requires forfeitures to be estimated at the time of grant and revised, if
necessary, in subsequent periods if actual forfeitures differ from those
estimates. Forfeitures are estimated based on historical experience.

         INCOME TAXES. We evaluate the need for a valuation allowance on our
deferred tax assets based on whether we believe that it is more likely than not
that all deferred tax assets will be realized. We consider future taxable income
and on-going prudent and feasible tax planning strategies in assessing the need
for valuation allowances. During the first quarter of fiscal year 2004, we
recorded a $425,000 valuation allowance against a portion of our deferred tax
assets, since at that time it was believed that such assets did not meet the
more likely than not criteria to be recoverable through projected future
profitable operations in the foreseeable future. However, in fiscal year 2005,
as a result of improved operating results, we concluded that it was more likely
than not that our deferred tax assets would be realized. Accordingly, we
reversed $337,000 of the previously recorded valuation allowance. In the event
we were to determine that we would not be able to realize all or part of our
deferred tax assets, we would record an adjustment to the deferred tax asset and
a charge to income, at that time.

RESULTS OF OPERATIONS

QUARTER ENDED JANUARY 1, 2006 COMPARED TO QUARTER ENDED JANUARY 2, 2005

         While we operate as a single business unit, manufacturing various
products on common production lines, revenues from similar customers are grouped
into the following natural categories: retail, foodservice and airlines.

         The quarters ended January 1, 2006 and January 2, 2005 were 13-week and
14-week periods, respectively.

         NET REVENUES. Net revenues for the first quarter of fiscal year 2006
decreased $629,000 (1.6%) to $39,589,000 from $40,219,000 for the first quarter
of fiscal year 2005. Foodservice net revenues increased $1,143,000 (7.6%) to
$16,242,000 for the first quarter of fiscal year 2006 as compared to $15,099,000
for the first quarter of fiscal year 2005 due to strong production requirements
of an existing customer. Retail net revenues increased $365,000 (2.2%) to
$16,994,000 for the first quarter of fiscal year 2006 as compared to $16,629,000
for the first quarter of fiscal year 2005. The increase in retail sales was
largely due to higher sales volume to a large national brand customer, offset by
lost revenues from two customers. One customer lost a government contract and
the other discontinued one of its retail lines. Sales to one new customer and
sales of new items to an existing customer began in late November of 2005. This
new business is expected to replace the revenues lost from the two customers
mentioned above. Airline net revenues decreased $2,138,000 (25.2%) to $6,353,000
for the first quarter of fiscal year 2006 as compared to $8,491,000 for the
first quarter of fiscal year 2005. The decline in airline sales was attributable
to American Airlines' decision in February 2005 to remove meals from the coach
cabins of all of its domestic flights and also was attributable to significantly
reduced sales to Delta Airlines subsequent to their bankruptcy filing.


                                       4


<PAGE>

         GROSS PROFIT. Gross profit decreased $21,000 (0.5%) to $4,393,000 for
the first quarter of fiscal year 2006 as compared to $4,414,000 for the first
quarter of fiscal year 2005. Gross profit as a percentage of net revenues
increased to 11.1% for the first quarter of fiscal year 2006 from 11.0% for the
first quarter of fiscal year 2005. We expect margin percentage to remain
consistent with current sales volumes, with gross margins expected to increase
with increased sales volume. The first quarter of fiscal year 2006 included
normal costs associated with the start-up of the new business mentioned above.

         During the first quarter of fiscal year 2005, we adopted a reserve
method that applies estimated reserve percentages to aging inventory categories.
The impact of this change in estimate resulted in a one-time increase to cost of
sales and decrease in gross profit of approximately $650,000, or a 1.6% decline
in gross profit as a percentage of net revenues in the first quarter of fiscal
year 2005. This decline was substantially offset by the benefit of an additional
week of production in the first quarter of fiscal year 2005 versus the first
quarter of fiscal year 2006.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses (SG&A) increased $65,000 (3.6%) to $1,849,000 (4.7% of
net revenues) for the first quarter of fiscal year 2006 as compared to
$1,784,000 (4.4% of net revenues) for the first quarter of fiscal year 2005. The
increase in SG&A resulted largely from a $33,000 increase in bonus accruals and
increased legal and consulting fees.

         OPERATING INCOME. Operating income decreased $86,000 (3.3%) to
$2,544,000 for the first quarter of fiscal year 2006 as compared to $2,630,000
for the first quarter of fiscal year 2005 largely due to the increase in SG&A
expenses discussed above.

         OTHER EXPENSES. Other expenses decreased $144,000 (8.7%) for the first
quarter of fiscal year 2006 to $1,519,000 as compared to $1,663,000 for the
first quarter of fiscal year 2005. Other expenses for the first quarter of
fiscal year 2005 included the loss on the disposition of certain fixed assets
during the period. Any improvement in interest rates from a potential
refinancing would decrease other expenses in future periods, assuming no
increase in the amount of outstanding borrowings.

         NET INCOME. The net result for the first quarter of fiscal year 2006
was net income of $607,000 ($.04 per basic and diluted share) as compared to a
net income of $601,000 ($.04 per basic and diluted share) for the first quarter
of fiscal year 2005.

LIQUIDITY AND CAPITAL RESOURCES

     Given that our business focus is on the development and manufacture of
frozen food products, we believe that the items on the face of our financial
statements that are most relevant to assessing our liquidity are our cash and
cash equivalents and cash generated from our operating activities. Our cash and
cash equivalents increased $654,000 to $3,309,000 at January 1, 2006 from
$2,655,000 at October 2, 2005. Our principal source of liquidity is cash
generated from our operating activities. During the first quarter of fiscal year
2006, our operating activities provided cash of $1,513,000 as compared to cash
provided of $717,000 during the first quarter of fiscal year 2005. Cash
generated from operations before working capital changes was $1,341,000. Cash
generated from changes in working capital was $172,000, resulting from a
$2,035,000 increase in accounts payable to finance increases of $1,051,000 in
inventories and $735,000 in accounts receivable due to increased sales to
foodservice and retail customers. Accrued liabilities decreased $77,000.

         As of January 1, 2006, we had negative working capital of $26,322,000
due to the reclassification of our secured senior subordinated note and Term A
note, with maturity dates of October 31, 2006, as current liabilities. Other
than this change in classification, we believe there were no material changes in
our financial condition during the quarter ended January 1, 2006. We do not
believe this change in classification is reasonably likely to result in a
material decrease in our liquidity or working capital because, as discussed
below, we anticipate refinancing all of this debt in advance of maturity.

         During the first quarter of fiscal year 2006, our investing activities,
comprised of capital expenditures, resulted in a net use of cash of
approximately $371,000, as compared to a net use of cash of approximately
$299,000 during the first quarter of fiscal year 2005. Current year additions to
property and equipment relate to the purchase of new machinery to automate
certain manufacturing processes. Capital expenditures for additional capacity,
should they prove to be necessary to meet additional customer demand, may
increase during fiscal year 2006 or 2007 by $3 million to $6 million from fiscal


                                       5


<PAGE>


year 2005, depending on the amount of additional cooking capacity added. We
anticipate that capital expenditures will be funded by cash generated from
operating activities.

     During the first quarter of fiscal year 2006, our financing activities
resulted in a use of cash of $488,000 as compared to a use of cash of $871,000
during the first quarter of fiscal year 2005. The use of cash in both fiscal
periods resulted from principal payments on our debt, net of proceeds from the
exercise of options and related tax benefits in the first quarter of fiscal year
2006. We believe it is not reasonably likely that the impending maturity of our
debt will result in a material change in our capital resources and their
relative cost as we believe that we will be able to refinance our debt in
advance of maturity at improved interest rates.

     As of January 1, 2006, our indebtedness to significant lenders consisted
substantially of debt evidenced by a secured senior subordinated note payable to
Levine Leichtman Capital Partners II, L.P. ("LLCP") with a principal balance of
$28.9 million and a senior Term A note payable to Pleasant Street Investors, LLC
("PSI"), an affiliate of LLCP, with a principal balance of $15.9 million. Both
notes have a maturity date of October 31, 2006. The senior subordinated note has
a base rate of interest of 13.5%, subject to increase upon the occurrence of an
interest rate event, as defined, or event of default. The interest rate on the
Term A Loan, as amended, is the greater of 5.5% or the prime rate in effect from
time to time plus 1.5% and is subject to increase upon the occurrence of any
interest rate event, as defined, or event of default as provided in the note
that evidences the loan.

     From time to time, we have obtained amendments to the financing agreements
to enable us to remain in compliance with financial and/or non-financial
covenants. On September 7, 2005, we executed the fifth amendment to the existing
financing arrangements with PSI and LLCP to amend the financial covenants and
various other provisions. In the September 7, 2005 amendments, we agreed to make
five scheduled installment principal payments totaling $1.6 million on the Term
A Loan commencing on the effective date of the amendment through December 30,
2005. The amendments also amended certain definitions of the financial covenants
of the secured senior subordinated note.


                                       6


<PAGE>


     The amended and restated securities purchase agreement with LLCP and the
amended and restated loan and security agreement with PSI, which have been
amended from time to time, contain various covenants, including financial
covenants covering restrictions on capital expenditures, minimum EBITDA and net
worth levels, and specified debt service and debt to equity ratios. In addition,
those agreements prohibit changes in control, including ownership and certain
management personnel, and contain customary restrictions on incurring
indebtedness and liens, making investments, paying dividends and making loans or
advances. The obligations owing by us to PSI and LLCP are secured by liens on
substantially all of our assets.

     We believe that we will be in compliance with all of our revised financial
and other covenant requirements for the foreseeable future. In the future, our
failure to achieve certain revenue, expense and profitability levels could
result in a violation of the amended financial covenants under our financing
arrangements and could result in interest rate increases and acceleration of
maturity of the loans, which could adversely affect our financial condition,
results of operations or cash flows.

         We believe that we will be able to refinance the existing debt in
advance of maturity by replacing it with a comparable amount of new debt in the
form of revolving and term loans at more favorable interest rates. Our improved
earnings and cash flow and our $5.7 million reduction of debt principal in
fiscal year 2005 have resulted in strong interest from several potential lenders
with whom we have engaged in discussions. We have signed a term letter with a
potential lender. While the term letter is not a binding refinancing agreement,
the potential lender is conducting due diligence to proceed with the refinancing
and provide us with a $47,500,000 senior secured credit facility with a
five-year maturity structured as a $7,500,000 non-amortizing revolving credit
facility and two term loans in the principal amounts of $25,000,000 and
$15,000,000, respectively, to be amortized quarterly. It is proposed that the
facility would bear interest, adjustable quarterly, at the London Interbank
Offered Rate ("LIBOR") for LIBOR loans or, at our option in the case of the
revolving loans, an alternate base rate equal to the greater of the prime rate
or and the federal funds effective rate plus 0.5%, plus an applicable margin, as
follows:

<TABLE>

                                           Applicable
                                           Margin for
                        Total Debt to    Alternate Base                     Applicable Margin for
                        EBITDA Ratio        Rate Loans                            LIBOR Loans
                          for Last      ------------------    -------------------------------------------------
                           Twelve                                                 Tranche A          Tranche B
                           Months          Revolving Loan     Revolving Loan      Term Loan          Term Loan
                           ------          --------------     --------------      ---------          ---------
<S>                       <C>
Greater than              3.00:1.00           2.50%              3.50%              3.75%              6.25%

Greater than or
equal to but less         2.00:1.00
than or equal to          3.00:1.00           2.25%              3.25%              3.50%              6.00%

Less than                 2.00:1.00           2.00%              3.00%              3.25%              5.75%
--------------------------------------------------------------------------------------------------------------
</TABLE>

         The credit facility proposed in the term letter would contain customary
covenants to be agreed upon, whereby we would be required to maintain minimum
levels of EBITDA and fixed charge coverage, maximum leverage and would be
subject to a limitation on annual capital expenditures, incremental indebtedness
and other covenants determined appropriate during the lender's due diligence.
The term loan portion of the proposed credit facility would provide for an
excess cash flow sweep payable at 50% of annual excess cash flow, defined as
EBITDA less cash interest expense, cash taxes, capital expenditures, changes in
working capital and debt repayments, which would be applied to reduce the
balance of the Tranche A Term Loan. We do not anticipate providing the proposed
lender with any potential equity features such as warrants, options or
conversion features. We believe that if we do not proceed with a refinancing
with the lender with whom we have signed the term letter, we will be able to
refinance our debt in an amount comparable to our maturing debt in the form of
revolving and/or term loans, at interest rates and on terms similar to those
proposed in the term letter, with one or more of the other potential lenders who
have expressed interest in doing so.


                                       7


<PAGE>


     Given that we anticipate that will be able to refinance our debt in advance
of maturity, we believe the funds available from the anticipated refinancing, in
addition to our cash and cash equivalents and our cash generated from operating
activities, will enable us to meet our capital requirements for at least the
next twelve months and provide us with sufficient funds to operate such that the
negative net working capital at January 1, 2006 will not precipitate a need to
liquidate our assets in order to satisfy our debt maturities. However, because
we are subject to numerous risks and uncertainties, including those discussed or
referenced under the above heading "Forward-Looking Statements," we cannot be
absolutely certain we will be able to generate sufficient funds from operations
or that we will successfully refinance our debt timely or on favorable terms. If
we are unable to do so, our financial condition, results of operations and cash
flows could be adversely affected. For example, we could become subject to
default rates of interest that could be significantly higher than our
non-default rates of interest with our existing lenders, we could be subject to
more stringent financial or other restrictive covenants that could restrict our
flexibility or require us to delay, scale back or eliminate portions of our
operations or product development and marketing efforts, we could be forced to
seek equity-based financing if debt financing is not attainable, and we could be
subject to foreclosure on substantially all of our assets.

     Following is a summary of our contractual obligations at January 1, 2006:

<TABLE>

                                                 PAYMENTS DUE BY PERIOD


                                                  REMAINDER
 CONTRACTUAL                                      OF FISCAL                                        MORE THAN
 OBLIGATIONS                       TOTAL          YEAR 2006        2-3 YEARS       4-5 YEARS        5 YEARS
                                   -----          ---------        ---------       ---------        -------

<S>                            <C>                <C>             <C>             <C>              <C>
 Debt maturities              $ 45,402,828        $  644,828      $44,758,000     $        --      $        --

 Contractual
    obligations                 14,154,262         2,012,171        3,845,941       3,091,443
                                                                                                     5,204,707

 Open purchase orders           35,075,036        27,519,436        7,555,600               --              --
                            --------------      ------------     ------------     ------------     -----------

 Total contractual
    obligations               $ 94,632,126      $ 30,176,435     $ 56,159,541     $  3,091,443     $ 5,204,707
                            ==============      ============     ============     ============     ===========
</TABLE>


         The increase in the value of outstanding purchase orders from
$8,127,476 at October 2, 2005 to $35,075,036 at January 1, 2006 is largely due
to the fact that the majority of our chicken contracts were signed late in
calendar year 2005 for purchases during calendar year 2006.


                                       8


<PAGE>

                           PART II - OTHER INFORMATION


ITEM 6. EXHIBITS

    Number                              Description
    ------                              -----------

     10.1      Form of Registration Rights Agreement dated December 23, 2005 by
               and among Overhill Farms, Inc. and the Purchasers listed in the
               index entry for Exhibit 4.1 of this registration statement (1)

     10.2      Letter agreement dated December 23, 2005 between Overhill Farms,
               Inc. and Levine Leichtman Capital Partners II, L.P. regarding
               liquidated damages (1)

     10.3      Form of Third Amendment to Amended and Restated Investor Rights
               Agreement, dated December 23, 2005, by and among Overhill Farms,
               Inc., Levine Leichtman Capital Partners II, L.P. and James Rudis
               (2)

     10.4      Form of Stock Purchase Agreement dated as of December 22, 2005 by
               and among Levine Leichtman Capital Partners II, L.P., Overhill
               Farms, Inc., and the following Purchasers: William Blair Small
               Cap Growth Fund (1,684,600 shares); Mac & Co. (85,200 shares);
               Booth & Co. FFC Rush University Medical Center Pension and
               Retirement (47,000 shares); Booth & Co. FFC Rush University
               Medical Center Endowment Account (39,100 shares); Booth & Co. FFC
               Hartmarx Retirement Income Trust (29,600 shares); Calhoun & Co.
               FFC City of Dearborn Policemen and Firemen Revised Retirement
               Systems (23,000 shares); Calhoun & Co. FFC City of Dearborn
               General Employees Retirement System (14,500 shares); LB I Group
               Inc. (1,460,000 shares); Trustman c/o STI Classic Small Cap
               Growth Fund (1,155,000 shares); Enable Growth Partners, L.P.
               (308,000 shares); Enable Opportunity Partners, L.P. (77,000
               shares); Lake Street Fund, L.P. (348,661 shares); Whitebox
               Intermarket Partners L.P. (300,000 shares); Finwell & Co. FBO WTC
               - CTF Micro-Cap Equity Portfolio (120,000 shares); and Finwell &
               Co. FBO WTC - CIF Micro-Cap Equity Portfolio (80,000 shares) (2)

     31        Certifications Required by Rule 13a-14(a) of the Securities
               Exchange Act of 1934, as amended, as Adopted Pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002 (3)

     32        Certification of Chief Executive Officer and Chief Financial
               Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
               to Section 906 of the Sarbanes-Oxley Act of 2002 (3)

-----------

     (1)       Filed by us on December 23, 2005 as an exhibit to our Form 8-K
               for December 22, 2005 and incorporated herein by reference.

     (2)       Filed by Levine Leichtman Capital Partners II, L.P. on December
               23, 2005 as an exhibit to Amendment No. 11 to Schedule 13D and
               incorporated herein by reference.

     (3)       Filed herewith.


                                       9


<PAGE>

                                   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.


                                          OVERHILL FARMS, INC.
                                          (REGISTRANT)


Date:    April 11, 2006                 By: /s/  James Rudis
                                              ---------------------------------
                                                   James Rudis
                                                   Chairman, President and
                                                   Chief Executive Officer



Date:    April 11, 2006                 By: /s/  John L. Steinbrun
                                              ---------------------------------
                                                   John L. Steinbrun
                                                   Senior Vice President and
                                                   Chief Financial Officer and
                                                   Chief Operating Officer


                                      10


<PAGE>

              EXHIBITS FILED WITH THIS AMENDMENT NO. 1 TO FORM 10-Q


   Number                             Description
   ------                             -----------

     31        Certifications Required by Rule 13a-14(a) of the Securities
               Exchange Act of 1934, as amended, as Adopted Pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002

     32        Certification of Chief Executive Officer and Chief Financial
               Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
               to Section 906 of the Sarbanes-Oxley Act of 2002


                                       11