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Exhibit
3.1








SECOND
AMENDED AND RESTATED ARTICLES OF INCORPORATION





OF





OVERHILL
FARMS, INC.





On the
2nd day
of April, 2009, the Board of Directors of the Corporation approved by resolution
the amendment and restatement of the Corporation’s Amended and Restated Articles
of Incorporation. The number of shares of the Corporation outstanding and
entitled to vote on the amendment and restatement of the Amended and Restated
Articles of Incorporation was 15,823,271 shares of Common Stock. The amendment
and restatement has been approved by stockholders holding 13,035,414 shares of
Common Stock, which is at least a majority of the only class of stock
outstanding and entitled to vote thereon.





The
Corporation’s Amended and Restated Articles of Incorporation are hereby amended
and restated in their entirety to read as follows:





ARTICLE
ONE


NAME





The name
of the Corporation is: Overhill Farms, Inc. (the “Corporation”).





ARTICLE
TWO


LOCATION
OF CORPORATE OFFICES AND CONDUCT OF BUSINESS





The
Corporation may maintain an office, or offices, in such place or places within
or without the State of Nevada as may be from time to time designated by the
board of directors of the Corporation (the “Board of Directors”), or by
the bylaws of the Corporation (the “Bylaws”).  The
Corporation may conduct all corporate business of every kind and nature,
including the holding of all meetings of directors and stockholders, outside the
State of Nevada as well as within the State of Nevada.





ARTICLE
THREE


PURPOSE





The
purpose for which the Corporation is organized is the transaction of any and all
lawful business or activity for which Corporations may be incorporated under
Chapter 78 of the Nevada Revised Statutes (“NRS”).





ARTICLE
FOUR


DURATION





The
period of duration is perpetual.





ARTICLE
FIVE


CAPITAL
STOCK





A.     
       Authorized Capital.
The total number of shares of all classes of stock that the Corporation shall
have authority to issue is 150,000,000, consisting of (i) 50,000,000 shares of
preferred stock, $.01 par value per share (“Preferred Stock”), and (ii)
100,000,000 shares of common stock, $.01 par value per share (“Common Stock”). No other
class of stock shall be authorized. Said shares of Common Stock and Preferred
Stock may be issued in one or more series by the Corporation from time to time,
without action by the stockholders, and for such consideration as may be fixed
from time to time by the Board of Directors.





B.      
      Preferred Stock. The
Board of Directors is hereby expressly authorized, by resolution or resolutions
from time to time adopted, to provide, out of the unissued shares of Preferred
Stock, for the issuance of serial Preferred Stock. Before any shares of any such
series are issued, the Board of Directors shall fix and state, and hereby is
expressly empowered to fix, by resolution or resolutions, the classes, series
and the number of each class or series of Preferred Stock and if more than one
class or series of Preferred Stock is authorized, the Board of Directors shall
fix the voting powers, designations, preferences, limitations, restrictions,
relative rights and distinguishing designation of each class or series of
Preferred Stock.





The
voting powers, designations, preferences, limitations, restrictions, relative
rights and distinguishing designation of each class or series of Preferred
Stock, if any, may differ from those of any and all other series at any time
outstanding. All shares of any one series of Preferred Stock shall be identical
in all respects with all other shares of such series, except that shares of any
one series issued at different times may differ as to the dates from which
dividends thereof shall be cumulative. The Board of Directors may increase the
number of shares of the Preferred Stock designated for any existing series by a
resolution adding to such series authorized and unissued shares of the Preferred
Stock not designated for any other series. The Board of Directors may decrease
the number of shares of Preferred Stock designated for any existing series by a
resolution, subtracting from such series unissued shares of the Preferred Stock
designated for such series, but not issued, and the shares so subtracted shall
become authorized, unissued and undesignated shares of the Preferred
Stock.





C.      
      Common Stock. Each
holder of Common Stock shall be entitled to one vote for each share of Common
Stock held of record on all matters on which stockholders generally are entitled
to vote. Subject to the provisions of applicable law and the rights of the
Preferred Stock and any other class or series of stock having a preference as to
dividends over the Common Stock then outstanding, dividends may be paid on the
Common Stock out of assets legally available for dividends, but only at such
times and in such amounts as the Board of Directors shall determine and declare.
Upon the dissolution, liquidation or winding up of the Corporation, after any
preferential amounts to be distributed to the holders of the Preferred Stock and
any other class or series of stock having a preference over the Common Stock
then outstanding have been paid or declared and set apart for payment, the
holders of the Common Stock shall be entitled to receive all the remaining
assets of the Corporation available for distribution to its stockholders ratably
in proportion to the number of shares held by them, respectively.





D.         
   Miscellaneous
Provisions.





1.         
    Preemptive Rights. No
stockholder of the Corporation shall by reason of his holding shares of any
class have any preemptive or preferential right to purchase or subscribe to any
shares of any class of the Corporation, now or hereafter to be authorized, or
any notes, debentures, bonds or other securities convertible into or carrying
options or warrants to purchase shares of any class, now or hereafter to be
authorized, whether or not the issuance of any shares or such notes, debentures,
bonds or other securities, would adversely affect the dividend or voting rights
of such stockholder other than such rights, if any, as the Board of Directors in
its discretion from time to time may grant, and at such price as the Board of
Directors in its discretion may fix.





2.         
    Cumulative Voting.
Cumulative voting by any stockholder is hereby expressly denied.





ARTICLE
SIX


GOVERNANCE





The
governing board of the Corporation shall be styled directors and known as the
Board of Directors, and the number of directors may from time to time be
increased or decreased in such manner as shall be provided by the Bylaws of the
Corporation, providing that the number of directors shall not be reduced to less
than three (3), and further providing that no director’s term shall be shortened
by reason of a resolution reducing the number of directors.





ARTICLE
SEVEN


BOARD
OF DIRECTORS





A.       
     The Board of Directors is expressly authorized to
make, alter or amend the Bylaws of the Corporation by approval of a majority of
a quorum of the members of the Board of Directors.





B.        
    Authority is hereby expressly granted to and vested in
the Board of Directors to issue notes, bonds, debentures, warrants and other
obligations of the Corporation convertible into stock of such class or bearing
such warrants or other evidence of optional rights to purchase and/or subscribe
to stock of such class and issued and convertible upon such terms and conditions
and in such manner as may be fixed and stated by the resolution or resolutions
from time to time adopted providing for the issuance thereof.





C.             The
Board of Directors shall be authorized to exercise all such powers and do all
such things and acts as may be exercised or done by the Corporation, subject to
the provisions of the laws of the State of Nevada, of these Articles of
Incorporation and of the Bylaws of the Corporation.


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D.        
    The Board of Directors, a committee appointed by the
Board of Directors, or any stockholder entitled to vote in the election of
directors generally may make nominations for the election of directors. However,
a stockholder entitled to vote in the election of directors generally may
nominate one or more persons for election as directors at a meeting only if
written notice of such stockholder’s intent to make such nomination or
nominations has been delivered to or mailed and received by the Secretary of the
Corporation at the principal executive offices of the Corporation (A) with
respect to an election to be held at an annual meeting of stockholders, not less
than sixty (60) nor more than one hundred twenty (120) days prior to the
scheduled annual meeting date, regardless of any postponements, deferrals or
adjournments of that meeting to a later date; provided, however, that if less
than seventy (70) days’ notice or prior public disclosure of the date of the
scheduled annual meeting is given or made to the stockholders, then notice by
the stockholder, to be timely, must be so delivered or received not later than
5:00 p.m. Pacific time (“close
of business”) on the tenth (10th) day
following the date on which notice of the date of the annual meeting is first
publicly disclosed or otherwise given to stockholders, or (B) with respect to an
election to be held at a special meeting of stockholders, not later than the
close of business on the tenth (10th) day following the date on which notice of
such meeting is first publicly disclosed or otherwise given to stockholders. A
stockholder’s notice to the Secretary shall set forth: (i) the name and address
of the stockholder who intends to make the nomination and of the person or
persons to be nominated, and a full description of their respective existing or
proposed financial and other interests in and relationships with the Corporation
or affiliates of the Corporation; (ii) a representation that the stockholder is
a holder of record stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (iii) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (iv) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been nominated, or intended
to be nominated, by the Board of Directors; and (v) the consent of each nominee
to serve as a director of the Corporation if so elected. The Corporation may
require any stockholder who makes a nomination or any proposed nominee to
furnish such other information as the Corporation may reasonably require for
determining the eligibility and qualifications of such stockholder to make a
nomination and of such proposed nominee to serve as a director of the
Corporation. The provisions of this Article Seven apply to all nominations by
stockholders, regardless of whether the nominations are requested to be included
in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended (“Exchange Act”). In addition to
complying with the provisions of this Article Seven, a stockholder shall also
comply with all applicable requirements of Chapter 78 of the NRS and the
Exchange Act and the rules and regulations thereunder, with respect to the
matters set forth in this Article Seven. The presiding officer at the meeting
may refuse to acknowledge the nomination of any person not made in compliance
with this Article Seven.





ARTICLE
EIGHT


LIABILITIES
AND INDEMNIFICATION





A.            Without
limiting the limitation of liability of directors and officers provided by, and
subject to the exceptions enumerated in, NRS 78.138(7), a director or officer of
the Corporation shall not be individually liable to the Corporation or its
stockholders for any damages as a result of any act or failure to act in the
person’s capacity as a director or officer unless it is proven that: (i) the act
or failure to act constituted a breach of the person’s fiduciary duties as a
director or officer; and (ii) the breach of those duties involved intentional
misconduct, fraud or knowing violation of law.





B.        
    Every person who was or is a party to, or is threatened
to be made a party to, or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he,
or a person of whom he is the legal representative, (i) is or was a director or
officer of the Corporation, or (ii) is or was serving at the request of the
Corporation as a director or officer of another corporation or as the
Corporation’s representative in a partnership, joint venture, trust or other
enterprise (such director, officer or representative, a “representative”), shall be
indemnified and held harmless to the fullest extent legally permissible under
the laws of the State of Nevada from time to time against all expenses,
liability and loss (including attorneys’ fees, judgments, fines and amounts paid
or to be paid in settlement) reasonably incurred or suffered by him in
connection therewith. The expenses of any current or former officer, director or
representative incurred in defending a civil or criminal action, suit or
proceeding must be paid by the Corporation as they are incurred and in advance
of the final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director, officer or representative to repay
the amount if it is ultimately determined by a court of competent jurisdiction
that he is not entitled to be indemnified by the Corporation. Such right of
indemnification shall not be exclusive of any other right which such directors,
officers or representatives may have or hereafter acquire, and, without limiting
the generality of such statement, they shall be entitled to their respective
rights of indemnification under any Bylaw, agreement, vote of stockholders,
provision of law, or otherwise, as well as their rights under this Article
Eight.


3


Without limiting the application of the
foregoing, the Board of Directors may adopt Bylaws from time to time with
respect to indemnification, to provide at all times the fullest indemnification
permitted by the laws of the State of Nevada, and may cause the Corporation to
purchase and maintain insurance on behalf of any person who is or was a director
or officer of the
Corporation, or is or was serving as a representative, against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the Corporation would have the power to indemnify
such person.





C.         
   A person’s rights under this Article Eight are contract rights
that vest when the person becomes a director, officer or representative and
shall continue as to a person who has ceased to be a director, officer or
representative, and shall inure to the benefit of the heirs, executors and
administrators of such person.  Neither the amendment nor repeal of
this Article Eight, nor the adoption of any provision of the Articles of
Incorporation inconsistent with this Article Eight, shall eliminate or reduce
the effect of this Article Eight with respect to any matter occurring, or any
cause of action, suit or claim that, but for this Article Eight would accrue or
arise, prior to such amendment, repeal or adoption of any inconsistent
provision, regardless of when any action, suit or claim is threatened, filed or
commenced and regardless of when any claims for indemnification or advancement
of expenses or limitation of liability may be deemed to have
ripened.





ARTICLE
NINE


ACTIONS
BY WRITTEN CONSENT AND


SPECIAL
MEETINGS OF STOCKHOLDERS





A.        
    Any action required or permitted to be taken at a
meeting of holders of Common Stock of the Corporation may be taken without a
meeting if, before the action is taken, the Board of Directors approves the
action and a written consent thereto is signed by stockholders holding at least
a majority of the voting power of the outstanding Common Stock, except that if a
different proportion of voting power is required for such an action at a
meeting, then that proportion of written consents is required.





B.             Special
meetings of stockholders, for any purpose or purposes, unless otherwise
prescribed by Title 7, Chapter 78 of the NRS, may be called by the Chairman of
the Board of Directors, or the President, and shall be called by the President
or Secretary at the request in writing of a majority of the Board of Directors,
or at the request in writing of stockholders owning a majority in amount of the
entire capital stock of the Corporation issued and outstanding and entitled to
vote.





ARTICLE
TEN


ANNUAL
MEETING OF STOCKHOLDERS





At an
annual meeting of stockholders, only such business shall be conducted as shall
have been brought before the meeting (A) by or at the direction of the Board of
Directors or (B) by any stockholder of the Corporation who complies with the
notice procedures set forth in this Article Ten. For business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a stockholder’s notice must be delivered to or mailed and received at
the principal executive offices of the Corporation, not less than sixty (60) nor
more than one hundred twenty (120) days prior to the scheduled annual meeting
date, regardless of any postponements, deferrals or adjournments of that meeting
to a later date; provided, however, that if less
than seventy (70) days’ notice or prior public disclosure of the date of the
scheduled annual meeting is given or made to the stockholders, then notice by
the stockholder, to be timely, must be so delivered or received not later than
the close of business on the tenth (10th) day following the day on which notice
of the date of the annual meeting is first publicly disclosed or otherwise given
to stockholders. A stockholder’s notice to the Secretary shall set forth as to
each matter the stockholder proposes to bring before the annual meeting the
following information: (i) a brief description of the business proposed to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting; (ii) the name and address, as they appear on the
Corporation’s books, of the stockholder proposing such business; (iii) the
number of shares of the Corporation which are beneficially owned by the
stockholder; (iv) any material interest of the stockholder in such business; and
(v) a full description of the stockholder’s existing or proposed financial and
other interests in and relationships with the Corporation or affiliates of the
Corporation.  The Corporation may require the stockholder to furnish
such other information as the Corporation may reasonably require for determining
the eligibility of such stockholder to make such proposal. The provisions of
this Article Ten apply to business proposals by stockholders, regardless of
whether the proposals are requested to be included in the Corporation’s proxy
statement pursuant to Rule 14a-8 under the Exchange Act. In addition to
complying with the foregoing provisions of this Article Ten, a stockholder
seeking to have a business proposal included in the Corporation’s proxy
statement shall also comply with all applicable requirements of Chapter 78 of
the NRS, the Exchange Act and the rules and regulations thereunder with respect
to the matters set forth in this Article Ten. The presiding officer at an annual
meeting shall, if he determines the facts so warrant, determine and declare to
the participants at the meeting that the business was not properly brought
before the meeting and in accordance with the provisions of this Article Ten.
Upon such determination and declaration, the business not properly brought
before the meeting shall not be transacted.   For the avoidance
of doubt, nominations of persons for election to the board of directors shall be
subject to the provisions of Article Seven in lieu of the provisions of this
Article Ten.


4


ARTICLE
ELEVEN


ELECTIONS





A.      
      The provisions of NRS 78.378 to 78.3793,
inclusive, as amended from time to time, or any successor


statute,
relating to acquisition of a controlling interest in the Corporation, shall not
apply to the Corporation or to the acquisition of a controlling interest in the
Corporation by any existing or future stockholder.





B.        
    At such time as the Corporation becomes a “resident
domestic corporation” as defined in NRS 78.427, the Corporation shall not be
subject to the provisions of NRS 78.411 to 78.444, inclusive, as amended from
time to time, or any successor statute, relating to combinations with interested
stockholders.





IN
WITNESS WHEREOF, the undersigned has set forth his hand this 1st day
of June, 2009.






OVERHILL
      FARMS, INC./s/ James RudisBy:
            James
      RudisIts:
            President






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