<PAGE>

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


                                    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 DECEMBER 30, 2007

                                       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. (Check
one):

Large Accelerated Filer [ ] Accelerated Filer [X] Non-Accelerated Filer [ ]

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 February 7, 2008, there were 15,792,699 shares of the issuer's common
stock, $.01 par value, outstanding.



<PAGE>

                              OVERHILL FARMS, INC.
                                    FORM 10-Q
                         QUARTER ENDED DECEMBER 30, 2007

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

                                TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION                                          Page No.
------------------------------                                          --------

Item 1.  Financial Statements

     Condensed Balance Sheets as of December 30, 2007 (unaudited)
     and September 30, 2007                                                    2

     Condensed Statements of Income (unaudited) for the Quarters
     Ended December 30, 2007 and December 31, 2006                             4

     Condensed Statements of Cash Flows (unaudited) for the Quarters
     Ended December 30, 2007 and December 31, 2006                             5

     Notes to Condensed Financial Statements (unaudited)                       7

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations                                                 12

Item 3. Quantitative and Qualitative Disclosures about Market Risk            18

Item 4. Controls and Procedures                                               18

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

Item 1. Legal Proceedings                                                     19

Item 6. Exhibits                                                              19

SIGNATURES                                                                    20

EXHIBITS ATTACHED TO THIS FORM 10-Q                                           21



                                       1

<PAGE>
<TABLE>
<S>                 <C>
ITEM 1.   FINANCIAL STATEMENTS

                                            OVERHILL FARMS, INC.
                                          CONDENSED BALANCE SHEETS

                                                   ASSETS


                                                                               December 30,   September 30,
                                                                                  2007            2007
                                                                              ------------    ------------
                                                                              (Unaudited)

Current assets:
   Cash                                                                       $  1,295,612    $  1,325,868
   Accounts receivable, net of allowance for doubtful accounts of $16,000
     and $18,000 at December 30, 2007 and September 30, 2007, respectively      20,656,342      21,073,735
   Inventories                                                                  16,756,914      18,097,043
   Prepaid expenses and other                                                      797,314       1,170,053
   Deferred income taxes                                                           960,764         960,764
                                                                              ------------    ------------
           Total current assets                                                 40,466,946      42,627,463
                                                                              ------------    ------------

Property and equipment, at cost:
   Fixtures and equipment                                                       23,036,555      22,997,549
   Leasehold improvements                                                       10,250,510      10,254,496
   Automotive equipment                                                             50,854          50,854
                                                                              ------------    ------------
                                                                                33,337,919      33,302,899
   Less accumulated depreciation and amortization                              (14,089,710)    (13,685,015)
                                                                              ------------    ------------
           Total property and equipment                                         19,248,209      19,617,884
                                                                              ------------    ------------

Other assets:
   Excess of cost over value of net assets acquired                             12,188,435      12,188,435
   Deferred financing costs, net of accumulated amortization of $278,000
     and $258,000 at December 30, 2007 and September 30, 2007, respectively        307,506         327,633
   Other                                                                         1,325,515       1,389,006
                                                                              ------------    ------------
           Total other non-current assets                                       13,821,456      13,905,074
                                                                              ------------    ------------

Total assets                                                                  $ 73,536,611    $ 76,150,421
                                                                              ============    ============



                                The accompanying notes are an integral part
                                  of these condensed financial statements.

                                                     2

<PAGE>


                                             OVERHILL FARMS, INC.
                                     CONDENSED BALANCE SHEETS (CONTINUED)


                                     LIABILITIES AND SHAREHOLDERS' EQUITY


                                                                                 December 30,  September 30,
                                                                                    2007            2007
                                                                                 ------------   ------------
                                                                                 (Unaudited)
Current liabilities:
   Accounts payable                                                              $ 10,170,110   $ 15,005,394
   Accrued liabilities                                                              3,693,323      2,981,658
   Current maturities of long-term debt                                             2,502,464      2,492,702
                                                                                 ------------   ------------
           Total current liabilities                                               16,365,897     20,479,754

Long-term accrued liabilities                                                         366,032        353,515
Deferred tax liabilities                                                            1,515,294      1,515,294
Long-term debt, less current maturities, net of unamortized debt discount of
   $1,105,000 and $1,186,000 at December 30, 2007 and September 30, 2007,
   respectively                                                                    41,280,774     41,382,832
                                                                                 ------------   ------------
           Total liabilities                                                       59,527,997     63,731,395
                                                                                 ------------   ------------

Commitments and contingencies

Shareholders' equity:
   Preferred stock, $0.01 par value, authorized 50,000,000 shares, 4.43
     designated as Series A convertible preferred stock, 0 shares issued and
     outstanding                                                                           --             --
   Common stock, $0.01 par value, authorized 100,000,000 shares, issued and
     outstanding 15,620,271 shares at December 30, 2007 and September 30, 2007        156,203        156,203
   Additional paid-in capital                                                      11,116,989     11,116,989
   Retained earnings                                                                2,735,422      1,157,478
   Accumulated other comprehensive loss                                                    --        (11,644)
                                                                                 ------------   ------------
           Total shareholders' equity                                              14,008,614     12,419,026
                                                                                 ------------   ------------

Total liabilities and shareholders' equity                                       $ 73,536,611   $ 76,150,421
                                                                                 ============   ============


                                 The accompanying notes are an integral part
                                   of these condensed financial statements.

                                                      3

<PAGE>

                              OVERHILL FARMS, INC.
                         CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)



                                                      For the Quarter Ended
                                                   ----------------------------
                                                   December 30,    December 31,
                                                      2007             2006
                                                   ------------    ------------

Net revenues                                       $ 56,826,629    $ 40,538,492
Cost of sales                                        50,839,325      35,031,990
                                                   ------------    ------------
Gross profit                                          5,987,304       5,506,502

Selling, general and administrative expenses          2,211,232       1,777,217
                                                   ------------    ------------

Operating income                                      3,776,072       3,729,285

Interest expense:
  Interest expense                                     (993,008)     (1,020,818)
  Amortization of deferred financing costs             (101,504)        (93,541)
                                                   ------------    ------------
Total interest expense                               (1,094,512)     (1,114,359)

Other expense                                           (11,603)        (18,099)
                                                   ------------    ------------

Income before income taxes                            2,669,957       2,596,827

Income tax expense                                    1,092,013       1,041,068
                                                   ------------    ------------

Net income                                         $  1,577,944    $  1,555,759
                                                   ============    ============

Net income per share:

  Basic                                            $       0.10    $       0.10
                                                   ============    ============

  Diluted                                          $       0.10    $       0.10
                                                   ============    ============

Shares used in computing net income per share:

  Basic                                              15,620,271      15,267,271
  Diluted                                            15,862,067      15,672,313




                   The accompanying notes are an integral part
                    of these condensed financial statements.


                                       4

<PAGE>

                                     OVERHILL FARMS, INC.
                              CONDENSED STATEMENTS OF CASH FLOWS
                                         (UNAUDITED)



                                                                    For the Quarter Ended
                                                                  --------------------------
                                                                  December 30,   December 31,
                                                                     2007           2006
                                                                  -----------    -----------

Operating Activities:
   Net income                                                     $ 1,577,944    $ 1,555,759
   Adjustments to reconcile net income to net cash provided by
    operating activities:
     Depreciation and amortization                                    730,668        535,666
     Amortization of debt discount and deferred financing costs       101,505         93,541
     Loss on asset disposals                                           55,325         19,641
     Provision for doubtful accounts                                   (1,941)            --
     Deferred income taxes                                                 --        380,362
     Loss (gain) on sale of marketable securities                      11,644         (2,999)
     Changes in:
       Accounts receivable                                            419,334      1,682,184
       Inventories                                                  1,340,129       (994,825)
       Prepaid expenses and other assets                              382,254        410,305
       Accounts payable                                            (4,835,284)      (350,861)
       Accrued liabilities                                            711,665        547,128
                                                                  -----------    -----------
Net cash provided by operating activities                             493,243      3,875,901
                                                                  -----------    -----------

Investing Activities:
   Additions to property and equipment                               (403,800)      (724,240)
   Proceeds from sale of property and equipment                            --         10,238
   Sale of marketable securities                                       53,976         38,530
                                                                  -----------    -----------
Net cash used in investing activities                                (349,824)      (675,472)
                                                                  -----------    -----------





                         The accompanying notes are an integral part
                           of these condensed financial statements.


                                              5

<PAGE>


                                     OVERHILL FARMS, INC.
                        CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)
                                         (UNAUDITED)




                                                                   For the Quarter Ended
                                                                ----------------------------
                                                                December 30,     December 31,
                                                                   2007             2006
                                                                -----------      -----------

Financing Activities:
   Borrowings under financing arrangements                      $ 1,000,000      $        --
   Borrowings under equipment loans                                      --          216,617
   Principal payments on debt                                    (1,054,100)      (2,500,000)
   Principal payments on equipment loans                            (51,206)         (16,468)
   Principal payments on capital lease obligation                   (68,369)         (83,765)
                                                                -----------      -----------
Net cash used in financing activities                              (173,675)      (2,383,616)
                                                                -----------      -----------

Net (decrease) increase in cash                                     (30,256)         816,813
Cash at beginning of period                                       1,325,868        2,111,251
                                                                -----------      -----------

Cash at end of period                                           $ 1,295,612      $ 2,928,064
                                                                ===========      ===========

Supplemental Schedule of Cash Flow Information:
   Cash paid during the period for:
     Interest                                                   $   679,236      $ 1,027,815
     Income taxes                                               $        --      $        --

   Non-cash transactions:
     Capital lease obligation                                   $        --      $   842,168


</TABLE>



                         The accompanying notes are an integral part
                           of these condensed financial statements.

                                              6

<PAGE>

                              OVERHILL FARMS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                DECEMBER 30, 2007
                                   (UNAUDITED)


1.       NATURE OF BUSINESS AND ORGANIZATIONAL MATTERS

     Overhill Farms, Inc. (the "Company" or "Overhill Farms") is a value-added
manufacturer of quality frozen food products including entrees, plated meals,
meal components, soups, sauces, as well as poultry, meat and fish specialties.

2.       BASIS OF PRESENTATION

     The accompanying unaudited condensed financial statements have been
prepared in accordance with U.S. generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by U.S. generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the quarter ended
December 30, 2007 are not necessarily indicative of the results that may be
expected for the year ending September 28, 2008 or for any other period. Certain
prior period amounts have been reclassified to conform to the current period
presentation.

     The preparation of financial statements in conformity with U.S. generally
accepted accounting principles 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.

     The condensed balance sheet at September 30, 2007 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by U.S. generally accepted accounting
principles for complete financial statements.

     For further information, refer to the financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year ended
September 30, 2007.

3.       RECENT ACCOUNTING PRONOUNCEMENTS

     In September 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value
Measurements" ("SFAS 157"), which defines fair value, establishes a framework
for measuring fair value and requires enhanced disclosures about fair value
measurements. SFAS 157 requires companies to disclose the fair value of their
financial instruments according to a fair value hierarchy (i.e., levels 1, 2,
and 3, as defined). Additionally, companies are required to provide enhanced
disclosure regarding instruments in the level 3 category, including a
reconciliation of the beginning and ending balances separately for each major
category of assets and liabilities. SFAS 157 will be effective for fiscal years
beginning after November 15, 2007 and interim periods within those fiscal years.
The Company is currently evaluating the impact adoption may have on its
financial condition or results of operations.

4.       INVENTORIES

     Inventories are summarized as follows:
                                                 December 30,      September 30,
                                                    2007               2007
                                                 -----------       -----------
        Raw ingredients                          $ 6,759,180       $ 7,394,169
        Finished product                           7,818,045         8,316,681
        Packaging                                  2,179,689         2,386,193
                                                 -----------       -----------
                                                 $16,756,914       $18,097,043
                                                 ===========       ===========


                                       7

<PAGE>

5.       LONG-TERM DEBT

     Long-term debt of the Company as of December 30, 2007 was as follows:


Tranche A Term Loans payable to GCF                       $   25,489,762
Tranche B Term Loans payable to GCF                           15,650,000
LIBOR revolving loans payable to GCF                           2,445,900
Equipment loans                                                  809,371
Capital lease                                                    493,061
                                                          --------------
                                                              44,888,094
                                                          --------------
Less current maturities                                       (2,502,464)
Less debt discount                                            (1,104,856)
                                                          --------------
                                                          $   41,280,774
                                                          ==============

     The Company executed a senior secured credit agreement with Guggenheim
Corporate Funding, LLC ("GCF") on April 17, 2006. Under the credit agreement,
GCF acts as collateral agent, administrative agent, arranger and syndication
agent in connection with loans made by various lenders, including affiliates of
GCF. The facility was originally structured as a $7.5 million non-amortizing
revolving loan, a $25.0 million amortizing Tranche A Term Loan and a $15.0
million non-amortizing Tranche B Term Loan.

     On March 9, 2007, the Company executed a second amendment to the senior
secured credit agreement allowing for $7.0 million of additional capital
expenditures to facilitate new business by increasing plant capacity and
improving line efficiency, to be funded by increases of $3.5 million in each of
the Tranche A and Tranche B Term Loans.

     As of December 30, 2007, the facility with GCF, reflecting principal
payments and the March 9, 2007 amendment, was a $49.6 million senior secured
credit facility maturing in May 2011, secured by a first priority lien on
substantially all of the Company's assets. As of December 30, 2007, the facility
was structured as a $7.5 million non-amortizing revolving loan, a $26.5 million
amortizing Tranche A Term Loan and a $15.7 million non-amortizing Tranche B Term
Loan. The facility bears interest, adjustable quarterly, at the London Inter
Bank Offered Rate ("LIBOR") plus the Applicable Margin for LIBOR loans or, at
the Company's option in the case of the revolving loans, an alternate base rate
equal to the greater of the prime rate and the federal funds effective rate plus
0.50%, plus the Applicable Margin for Alternate Base Rate Loans, as follows:

<TABLE>
<S>                 <C>

                                           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
-----------------------------------------------------------------------------------------------------------------
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>


                                       8

<PAGE>

     As of December 30, 2007, the Company's principal balances on the loans
totaled $43.6 million, consisting of $25.5 million in Tranche A Term Loans,
$15.7 million in Tranche B Term Loans and $2.4 million in LIBOR revolving loans.
At December 30, 2007, interest rates on the Tranche A Term Loans, Tranche B Term
Loans and LIBOR revolving loans were 8.3%, 10.8% and 8.1%, respectively. For the
quarter ended December 30, 2007, the Company incurred $993,000 in interest
expense, excluding amortization of deferred financing costs, net of $43,000 in
capitalized interest. For the quarter ended December 31, 2006, the Company
incurred $1.0 million in interest expense. At December 30, 2007, the facility
had been reduced by mandatory principal payments on the Tranche A Term Loan of
$3.0 million and voluntary principal payments on the Tranche B Term Loan of $2.9
million. As of December 30, 2007, the Company had $5.1 million available to
borrow under the revolving loan.

     Initial proceeds from the GCF facility, received on or about May 16, 2006,
were used to repay approximately $44.5 million in existing debt and related fees
and expenses in connection with the termination of the Company's former
financing arrangements and to pay approximately $1.6 million in fees and
expenses relating to the new financing. Of these fees, $1.1 million is recorded
as debt discount, net of accumulated amortization, on the accompanying balance
sheet as of December 30, 2007. The Company recorded a pretax charge of
approximately $176,000 in connection with the termination of the former
financing arrangements in the third quarter of fiscal year 2006. The Company
paid GCF an additional $132,000 in fees and expenses on March 9, 2007 related to
the second amendment, which was recorded as a debt discount.

     The GCF facility contains covenants whereby, among other things, the
Company is required to maintain compliance with agreed levels of earnings before
interest, taxes, depreciation and amortization, interest coverage, fixed charge
coverage, leverage targets, annual capital expenditures and incremental
indebtedness limits.

     Mandatory prepayments under the facility are required based on excess cash
flow, as defined in the agreement, and upon receipt of proceeds from a
disposition or payment from a casualty or condemnation of the collateralized
assets, and voluntary prepayments under the facility are generally permitted as
provided in the agreement. The facility also contains customary restrictions on
incurring indebtedness and liens, making investments, paying dividends and
making loans or advances.

     As of December 30, 2007, the Company was in compliance with the covenant
requirements of the agreement with GCF. The Company believes it is probable that
it will remain in compliance with all of those covenant requirements for the
foreseeable future. However, if the Company fails to achieve certain revenue,
expense and profitability levels, a violation of the financial covenants under
its financing arrangements could result and interest rate increases and
acceleration of maturity of the loans could occur, which could adversely affect
its financial condition, results of operations and cash flows.

     The Company entered into the following amortizing loans with Key Bank to
finance the purchase of machinery used for manufacturing processes: a 5-year
loan in the principal amount of $324,000 at a fixed interest rate of 7.5% on
September 21, 2006, a 5-year loan in the principal amount of $216,617 at a fixed
interest rate of 7.5% on November 27, 2006 and a 4-year loan in the principal
amount of $476,043 at a fixed interest rate of 7.5% on January 9, 2007.

     The Company amended its existing operating lease agreements with General
Electric Capital Corporation on October 2, 2006. The amended lease resulted in a
three-year capital lease in the principal amount of $842,168 at a fixed interest
rate of 8.15%, with a $1 bargain purchase option at the expiration of the lease.
The assets acquired under this capital lease have an acquisition cost of
$911,647.


                                       9

<PAGE>

6.       PER SHARE DATA

   The following table sets forth the calculation of earnings per share ("EPS")
for the periods presented:

                                                           Quarter Ended
                                                     --------------------------
                                                     December 30,   December 31,
                                                        2007           2006
                                                     -----------    -----------

Basic EPS Computation:
Numerator:
  Net income                                         $ 1,577,944    $ 1,555,759
Denominator:
  Weighted average common shares outstanding          15,620,271     15,267,271
                                                     -----------    -----------
          Total shares
                                                      15,620,271     15,267,271
                                                     ===========    ===========
           Basic EPS                                 $      0.10    $      0.10
                                                     ===========    ===========


Diluted EPS Computation:
Numerator:
  Net income                                         $ 1,577,944    $ 1,555,759
Denominator:
  Weighted average common shares outstanding          15,620,271     15,267,271
  Incremental shares from assumed
      exercise of stock options                          241,796        405,042
                                                     -----------    -----------
          Total shares                                15,862,067     15,672,313
                                                     ===========    ===========
          Diluted EPS                                $      0.10    $      0.10
                                                     ===========    ===========


7.       STOCK OPTIONS

     In December 2004, the FASB issued SFAS No. 123(R), "Share-Based
Payment"("SFAS 123(R)"), which requires the Company to measure the cost of all
employee stock-based compensation awards based on the grant date fair value of
those awards and to record that cost as compensation expense over the period
during which the employee is required to perform service in exchange for the
award (generally over the vesting period of the award). Accordingly, with the
adoption of SFAS 123(R), any future option awards will have an impact on the
Company's results of operations, although awards will have no impact on the
Company's overall financial position. The Company adopted SFAS 123(R) on October
3, 2005 utilizing the modified prospective method. The Company's adoption of
SFAS 123(R) did not impact the Company's income before income tax expense, net
income and basic and diluted earnings per share since no options were granted
during the quarters ended December 30, 2007 and December 31, 2006, respectively,
and all of the Company's outstanding options were fully vested at the date of
adoption of this standard.

8.       INCOME TAXES

     The Company adopted the provisions of FASB Interpretation No. 48,
"Accounting for Uncertainty of Income Taxes - An Interpretation of FASB
Statement No. 109" ("FIN 48") on October 1, 2007. FIN 48 clarifies the
accounting for uncertainty in income taxes recognized in an enterprise's
financial statements in accordance with SFAS No. 109, "Accounting for Income
Taxes" ("SFAS 109"). This interpretation prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. FIN 48 also
provides guidance on derecognition of tax benefits, classification on the
balance sheet, interest and penalties, accounting in interim periods, disclosure
and transition. The total amount of unrecognized tax benefits as of the date of
adoption was not material. The Company has substantially concluded all U.S.
federal income tax matters for years through fiscal year 2004. As a result of
the implementation of FIN 48, the Company recorded no increase in the liability
for unrecognized tax benefits and the balance of unrecognized tax benefits was
zero at December 30, 2007.

     The Company has adopted the accounting policy that interest recognized in
accordance with Paragraph 15 of FIN 48 and penalty recognized in accordance with
Paragraph 16 of FIN 48 are classified as part of income taxes. The total amount
of interest and penalty recognized in the statement of income was zero for the
quarter ended December 30, 2007.

     The Company does not anticipate any significant change within 12 months of
this reporting date of its uncertain tax positions.

     The effective tax rates were 40.9% and 40.1% for the quarter of each of
fiscal years 2008 and 2007, respectively, which is consistent with the statutory
rate.


                                       10

<PAGE>

9.       CONTINGENCIES

         LEGAL PROCEEDINGS

     The Company is involved in certain legal actions and claims arising in the
ordinary course of business. Management believes that such contingencies will be
resolved without materially and adversely affecting the Company's financial
position, results of operations or cash flows.

         CONCENTRATIONS OF CREDIT RISK

     The Company's financial instruments that are exposed to concentrations of
credit risk consist primarily of trade receivables. The Company performs
on-going credit evaluations of each customer's financial condition and generally
requires no collateral from its customers. The Company charges off uncollectible
accounts at the point in time when no recovery is expected.

     A significant portion of the Company's total net revenues during the first
quarter of fiscal years 2008 and 2007 was derived from four customers. Panda
Restaurant Group, Inc., Jenny Craig, Inc., H. J. Heinz Company and Safeway Inc.
accounted for approximately 24%, 21%, 16% and 11%, respectively, of the
Company's total net revenues for the quarter ended December 30, 2007 and
approximately 35%, 30%, 0% and 2%, respectively, of the Company's total net
revenues for the quarter ended December 31, 2006. Receivables related to Panda
Restaurant Group, Inc. (through its distributors), H. J. Heinz Company, Jenny
Craig, Inc. and Safeway Inc. accounted for approximately 28%, 26%, 13% and 9%,
respectively, of the Company's total accounts receivable balance for the quarter
ended December 30, 2007 and approximately 44%, 0%, 28% and 3%, respectively, of
the Company's total accounts receivable balance for the quarter ended December
31, 2006.

         LIQUIDATED DAMAGES

     On December 23, 2005, Levine Leichtman Capital Partners II, L.P. ("LLCP")
resold to 15 institutional investors in a private transaction all of the
5,771,661 shares of the Company's common stock that LLCP owned of record as of
that date ("Transferred Shares"). To facilitate LLCP's sale of the Transferred
Shares, the Company made various representations and warranties as a party to a
stock purchase agreement with LLCP and the investors. In addition, the Company
entered into a registration rights agreement with the investors that required
the Company to register for resale the Transferred Shares and to maintain the
effectiveness of the registration statement for a maximum of 24 months following
the closing date. The registration statement was declared effective by the
Securities and Exchange Commission on April 13, 2006 and remained effective
through December 23, 2007, the end of the required effectiveness period.
Accordingly, the Company did not incur any liquidated damages with respect to
its registration obligations.

10.      RELATED PARTY TRANSACTIONS

     In connection with the spin-off from the Company's former parent, Overhill
Corporation (now TreeCon Resources, Inc. ("TreeCon")), the Company received from
Overhill Corporation a non-recourse promissory note in the principal amount of
$207,375 made on September 25, 2001 by Mr. Rudis, the Company's President, Chief
Executive Officer and Chairman of the Board and a similar note in the principal
amount of $184,875 by Mr. Shatley, who served as an officer of the former parent
company and later served as an officer and director of the Company. These notes
became due and payable on September 24, 2003. Mr. Rudis' note was collateralized
solely by 276,500 shares of common stock of TreeCon. Mr. Shatley's note was
collateralized solely by 246,500 shares of common stock of TreeCon. Based on the
Company's assessment of the collectibility of these notes, including the value
of the subject collateral, the Company assigned no value to the notes upon their
receipt. During the quarter ended April 2, 2006, Mr. Rudis tendered to the
Company the 276,500 shares of TreeCon common stock that had served as collateral
for the note receivable. Mr. Shatley tendered to the Company the 246,500 shares
of TreeCon common stock that had served as collateral for the note receivable
during the quarter ended July 2, 2006.

     During fiscal year 2006, LLCP was a principal stockholder and secured
creditor of the Company. As described in Note 5, the Company repaid
approximately $44.5 million in existing debt and related fees expenses of LLCP
and its affiliate, Pleasant Street Investors, LLC ("PSI") in connection with the
termination of Company's financing arrangements with them. In addition, as
described in Note 9, on December 23, 2005, LLCP resold to 15 institutional
investors in a private transaction all of the 5,771,661 shares of the Company's
common stock that it owned of record as of that date and the Company made
various representations and warranties as a party to a stock purchase agreement
with LLCP and the investors. Also, on December 23, 2005, the Company, LLCP and
James Rudis entered into a Third Amendment to the Amended and Restated Investor
Rights Agreement. This agreement was terminated in connection with the
refinancing of the Company's indebtedness to LLCP and PSI in May 2006.

     In February 2004, the Company engaged Alexander Auerbach & Co., Inc.
("AAPR") to provide the Company with public relations and marketing services.
AAPR provides public relations, media relations and communications marketing
services to support the Company's sales activities. Alexander Auerbach, who is a
director and stockholder of the Company, is a stockholder, director and officer
of AAPR. Fees paid to AAPR for services rendered under this engagement during
the first quarter of fiscal years 2008 and 2007 were immaterial.


                                       11

<PAGE>

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 report. This report, and our condensed financial
statements and notes to our condensed financial statements, contain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, which statements 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. The forward-looking statements are based on current expectations or
beliefs. 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, or which include words such as "continue," "efforts," "expects,"
"anticipates," "intends," "plans," "believes," "estimates," "projects,"
"forecasts," "strategy," "will," "goal," "target," "prospects," "optimistic,"
"confident" or similar expressions. In addition, any statements concerning
future financial performance (including future revenues, earnings or growth
rates), on-going 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 costs of raw materials 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 ("Commission"),
          including those described in Item 1A of Part I of our annual report on
          Form 10-K for the fiscal year ended September 30, 2007 and any updates
          thereto.

     We do not undertake to update, revise or correct any forward-looking
statements, except as otherwise required by law.

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 prominent nationally recognized names such as Panda Restaurant Group,
Inc., Jenny Craig, Inc., H. J. Heinz Company, American Airlines, Inc., Safeway
Inc. and Pinnacle Foods Corporation.

                                       12

<PAGE>

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

     o    diversifying and expanding our customer base by focusing on sectors we
          believe have attractive growth characteristics, such as foodservice
          and retail;

     o    investing in and operating efficient production facilities;

     o    providing value-added ancillary support services to customers;

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

     o    continuing 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 2007 annual
report on Form 10-K for the year ended September 30, 2007 for a summary of our
significant accounting policies. Management believes the following critical
accounting policies are related to our 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 on-going credit evaluations of each customer's financial condition and
generally require no collateral from our customers. A bankruptcy or other
significant financial deterioration of any customer could impact its future
ability to satisfy its receivables with us. Our allowance for doubtful accounts
is calculated based primarily upon specific identification, historical bad debt
experience and current market conditions. For the quarters ended December 30,
2007 and December 31, 2006, our write-offs, net of recoveries, to the allowance
for doubtful accounts were immaterial.

     A significant portion of our total net revenues during the first quarter of
fiscal years 2008 and 2007 was derived from four customers. Panda Restaurant
Group, Inc., Jenny Craig, Inc., H. J. Heinz Company and Safeway Inc. accounted
for approximately 24%, 21%, 16% and 11%, respectively, of our total net revenues
for the quarter ended December 30, 2007 and approximately 35%, 30%, 0% and 2%,
respectively, of our total net revenues for the quarter ended December 31, 2006.
Receivables related to Panda Restaurant Group, Inc. (through its distributors),
H. J. Heinz Company, Jenny Craig, Inc. and Safeway Inc. accounted for
approximately 28%, 26%, 13% and 9%, respectively, of our total accounts
receivable balance for the quarter ended December 30, 2007 and approximately
44%, 0%, 28% and 3%, respectively, of our total accounts receivable balance for
the quarter ended December 31, 2006.

     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
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.

     We establish a reserve for the estimated aged surplus, spoiled or damaged
products and discontinued inventory items and components. We determine the
amount of the reserve 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 material increases or decreases in the reserve.

     PROPERTY AND EQUIPMENT. The cost of property and equipment is depreciated
over the estimated useful lives of the related assets, which range from three to
ten years. Leasehold improvements to our Plant No. 1 in Vernon, California are
amortized over the lesser of the initial lease term plus one lease extension
period, initially totaling 15 years, or the estimated useful lives of the
assets. Other leasehold improvements are amortized over the lesser of the term
of the related lease or the estimated useful lives of the assets. Depreciation
is generally computed using the straight-line method.

     Expenditures for maintenance and repairs are charged to expense as
incurred. The cost of materials purchased and labor expended in betterments and
major renewals are capitalized. Costs and related accumulated depreciation of
properties sold or otherwise retired are eliminated from the accounts, and gains
or losses on disposals are included in operating income.


                                       13

<PAGE>

     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 Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets." 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. At December 30, 2007, 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.

     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. 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.

     We adopted the provisions of FASB Interpretation No. 48, "Accounting for
Uncertainty of Income Taxes - An Interpretation of FASB Statement No. 109" ("FIN
48") on October 1, 2007. FIN 48 clarifies the accounting for uncertainty in
income taxes recognized in an enterprise's financial statements in accordance
with SFAS No. 109, "Accounting for Income Taxes" ("SFAS 109"). This
interpretation prescribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. FIN 48 also provides guidance on
derecognition of tax benefits, classification on the balance sheet, interest and
penalties, accounting in interim periods, disclosure and transition. We have
also adopted the accounting policy that interest recognized in accordance with
Paragraph 15 of FIN 48 and penalty recognized in accordance with Paragraph 16 of
FIN 48 are classified as part of income taxes.


RESULTS OF OPERATIONS

QUARTER ENDED DECEMBER 30, 2007 COMPARED TO QUARTER ENDED DECEMBER 31, 2006

     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 December 30, 2007 and December 31, 2006 were both
13-week periods.

     NET REVENUES. Net revenues for the first quarter of fiscal year 2008
increased $16.3 million (40.2%) to $56.8 million from $40.5 million for the
first quarter of fiscal year 2007. We expect total net revenues to continue at
an annual run rate of at least $225 million.

     Retail net revenues increased $16.9 million (85.8%) to $36.6 million for
first quarter of fiscal year 2008 from $19.7 million for the first quarter of
fiscal year 2007. The increase in retail sales was largely due to the addition
of a major national-brand food company as a customer and the addition of a
private label product line comprising 24 new items for Safeway Inc. during the
second quarter of fiscal year 2007.

     Foodservice net revenues declined $1.6 million (9.9%) to $14.6 million for
first quarter of fiscal year 2008 from $16.2 million for the first quarter of
fiscal year 2007 due to decreased revenue from the previously announced decrease
in volume for an existing foodservice customer.

     As disclosed in our 2007 annual report, in an effort to improve margins we
have increased prices to some of other customers and continue to negotiate
increases with additional accounts as those annual contracts come up for
renewal.

     During the first quarter of fiscal year 2008, we have reached an agreement
in principle, subject to final legal documentation, with Panda Restaurant Group
("Panda") on volume levels and pricing through calendar year 2008. The new
arrangement provides for minimum sales of approximately $39 million for our 2008
fiscal year. The new arrangement provides for a price increase to reflect
rising raw material costs for Panda products. Factoring in the expected revenue
from Panda, we anticipate that our projected revenues for fiscal year 2008 will
continue at the run rate noted above.

                                       14

<PAGE>

     Airline net revenues increased $996,000 (21.7%) to $5.6 million for the
first quarter of fiscal year 2008 from $4.6 million for the first quarter of
fiscal year 2007. The increase in airline sales was largely due to increases in
passenger travel during calendar year 2007. We believe airline meals will
continue to be a profitable part of our overall business despite the financial
and business challenges facing the airline industry.

     GROSS PROFIT. Gross profit for the first quarter of fiscal year 2008
increased by $481,000 to $6.0 million from $5.5 million for the first quarter of
fiscal year 2007 due to increased revenue. Gross profit as a percentage of net
revenues decreased from 13.6% for the first quarter of fiscal year 2007 to 10.5%
for the first quarter of 2008 due largely to better pricing of raw materials
(particularly chicken and vegetables) in the prior year. This decrease was also
attributable to higher raw materials and commodity costs for virtually all food
related commodities (especially poultry, dairy, cheese, eggs, wheat, corn
products and oils) as well as lower profit margins on products produced for
Panda in the first quarter of fiscal year 2008. As previously disclosed, Panda
asked us to increase our production volume after chicken contracts were in place
for the calendar year 2007. As we were required to purchase non-contracted
chicken at higher spot market costs for this increased volume, our margins were
negatively affected through the end of the calendar year. Gross profit as a
percentage of net revenues for the first quarter of fiscal year 2008 improved
over the second, third and fourth quarters of fiscal year 2007. We expect
continued gross profit improvement as the result of the completion of plant
improvements and price increases to customers.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative ("SG&A") expenses increased $434,000 (24.1%) to $2.2 million
(3.9% of net revenues) for the first quarter of fiscal year 2008 from $1.8
million (4.4% of net revenues) for the first quarter of fiscal year 2007. SG&A
expenses increased in fiscal year 2008 due to higher professional fees related
to Sarbanes-Oxley Section 404 requirements and increased brokerage from higher
retail sales, offset partially by reductions in sales promotional activities and
insurance expenses. These expenses decreased as a percentage of net revenues as
we were able to administer a greater volume of business with little increase in
staffing.

     OPERATING INCOME. Operating income increased $47,000 (1.3%) to $3.8 million
for the first quarter of fiscal year 2008 from $3.7 million for the first
quarter of fiscal year 2007. The increase in operating income was the result of
improvements in sales as noted above.

     TOTAL INTEREST EXPENSE. Total interest expense for the first quarter of
fiscal year 2008 was $1.1 million as compared to $1.1 million for the first
quarter of fiscal year 2007. The slight decrease in total interest expense of
$20,000 is due to a decrease in our overall interest rates offset by an increase
in our average debt balance. Debt is higher versus last year predominately due
to our capital expansion project as noted below.

     INCOME TAX PROVISION. Income tax expense was $1.1 million for the first
quarter of fiscal year 2008 compared to $1.0 million for the first quarter of
fiscal year 2007. The difference was a result of income before taxes increasing
$73,000 from $2.6 million for the first quarter of fiscal year 2007 to $2.7
million for the first quarter of fiscal year 2008. The effective tax rates were
40.9% and 40.1% for the first quarter of fiscal years 2008 and 2007,
respectively. The effective tax rate for the first quarter of fiscal years 2008
and 2007 did not materially differ from the statutory rate.

     NET INCOME. Net income for the first quarter of fiscal year 2008 was $1.6
million or $0.10 per basic and diluted share compared to net income of $1.6
million or $0.10 per basic share and diluted share for the first quarter of
fiscal year 2007.

LIQUIDITY AND CAPITAL RESOURCES

     During the first quarter of fiscal year 2008, our operating activities
provided cash of $493,000 as compared to cash provided of $3.9 million during
the first quarter of fiscal year 2007. Cash generated from operations before
working capital changes for the first quarter of fiscal year 2008 was $2.5
million. Cash used from changes in working capital was $2.0 million during the
first quarter of fiscal year 2008 and resulted from a decrease in accounts
payable of $4.8 million. Despite an increase in net revenues, accounts
receivable declined by $419,000 and inventory declined by $1.3 million, which
reflects the results of our efforts to shorten our cash collection cycle and
increase inventory turns. In addition, cash provided by prepaid expenses and
other assets and accrued liabilities were $382,000 and $712,000, respectively.
As of December 30, 2007, we had working capital of $24.1 million as compared to
working capital of $22.1 million at fiscal year end 2007. We were able to fund
our growth in sales in the first quarter internally without increasing our
external debt by executing the cash management procedures noted above.

                                       15

<PAGE>

     During the first quarter of fiscal year 2008, our investing activities,
consisting primarily of capital expenditures and proceeds from the sale of
marketable securities, resulted in a net use of cash of approximately $350,000,
as compared to a net use of cash of approximately $675,000 during the first
quarter of fiscal year 2007. The decrease was due to prior year additions of
property and equipment related to the purchase of new machinery to replace aging
equipment and to automate certain manufacturing processes in anticipation of
acquiring new retail business.

     During the first quarter of fiscal year 2008, our financing activities
resulted in a use of cash of $174,000 compared to a use of cash of $2.4 million
during the first quarter of fiscal year 2007. The decrease was primarily due to
the borrowings under an existing financing arrangement of $1.0 million as well
as a decrease in principal payments on debt of $1.4 million due to the timing of
debt payments as well as a decrease in our revolving loan payments.

     On March 9, 2007, we executed a second amendment to the senior secured
credit agreement with Guggenheim Corporate Funding, LLC ("GCF") allowing for
$7.0 million of additional capital expenditures to facilitate new business by
increasing plant capacity and improving line efficiency, to be funded by
increases of $3.5 million in each of the Tranche A and Tranche B Term Loans.

     As of December 30, 2007, the facility with GCF, reflecting principal
payments and the March 9, 2007 amendment, was a $49.6 million senior secured
credit facility maturing in May 2011, secured by a first priority lien on
substantially all of our assets. As of December 30, 2007, the facility was
structured as a $7.5 million non-amortizing revolving loan, a $26.5 million
amortizing Tranche A Term Loan and a $15.7 million non-amortizing Tranche B Term
Loan. The facility bears interest, adjustable quarterly, at the London Inter
Bank Offered Rate ("LIBOR") plus the Applicable Margin (listed below) 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 and the federal funds effective rate
plus 0.50%, plus an applicable margin, as follows:

<TABLE>
<S>       <C>

                                           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
-----------------------------------------------------------------------------------------------------------------
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>

     As of December 30, 2007, our principal balances on the loans totaled $43.6
million, consisting of $25.5 million in Tranche A Term Loans, $15.7 million in
Tranche B Term Loans and $2.4 million in LIBOR revolving loans. At December 30,
2007, interest rates on the Tranche A Term Loans, Tranche B Term Loans and LIBOR
revolving loans were 8.3%, 10.8% and 8.1%, respectively. For the quarter ended
December 30, 2007, we incurred $993,000 in interest expense, excluding
amortization of deferred financing costs, net of $43,000 in capitalized
interest. For the quarter ended December 31, 2006, we incurred $1.0 million in
interest expense. At December 30, 2007, the facility had been reduced by
mandatory principal payments on the Tranche A Term Loan of $3.0 million and
voluntary principal payments on the Tranche B Term Loan of $2.9 million. As of
December 30, 2007, we had $5.1 million available to borrow under the revolving
loan.

     Initial proceeds from the GCF facility, received on or about May 16, 2006,
were used to repay approximately $44.5 million in existing debt and related fees
and expenses in connection with the termination of our former financing
arrangements and to pay approximately $1.6 million in fees and expenses relating
to the new financing. Of these fees, $1.1 million is recorded as debt discount,
net of accumulated amortization, on our balance sheet as of December 30, 2007.
We recorded a pretax charge of approximately $176,000 in connection with the
termination of the former financing arrangements in the third quarter of fiscal
year 2006. We paid GCF an additional $132,000 in fees and expenses on March 9,
2007 related to the second amendment, which we recorded as a debt discount.


                                       16

<PAGE>

      The GCF facility contains covenants whereby, among other things, we are
required to maintain compliance with agreed levels of earnings before interest,
taxes, depreciation and amortization, interest coverage, fixed charge coverage,
leverage targets, annual capital expenditures and incremental indebtedness
limits. Mandatory prepayments under the facility are required based on excess
cash flow, as defined in the agreement, and upon receipt of proceeds from a
disposition or payment from a casualty or condemnation of the collateralized
assets, and voluntary prepayments under the facility are generally permitted as
provided in the agreement. The facility also contains customary restrictions on
incurring indebtedness and liens, making investments, paying dividends and
making loans or advances.

      As of December 30, 2007, we were in compliance with the covenant
requirements of the agreement with GCF. We believe it is probable that we will
remain in compliance with all of those covenant requirements for the foreseeable
future. However, if we fail to achieve certain revenue, expense and
profitability levels, a violation of the financial covenants under our financing
arrangements could result and interest rate increases and acceleration of
maturity of the loans could occur, which could adversely affect our financial
condition, results of operations or cash flows.

     We entered into the following amortizing loans with Key Bank to finance the
purchase of machinery used for manufacturing processes: a 5-year loan in the
principal amount of $324,000 at a fixed interest rate of 7.5% on September 21,
2006, a 5-year loan in the principal amount of $216,617 at a fixed interest rate
of 7.5% on November 27, 2006 and a 4-year loan in the principal amount of
$476,043 at a fixed interest rate of 7.5% on January 9, 2007.

     We amended our existing operating lease agreements with General Electric
Capital Corporation on October 2, 2006. The amended lease resulted in a
three-year capital lease in the principal amount of $842,168 at a fixed interest
rate of 8.15%, with a $1 bargain purchase option at the expiration of the lease.
The assets acquired under this capital lease have an acquisition cost of
$911,647.

     We believe that funds available to us from operations and existing capital
resources will be adequate for our capital requirements for at least the next
twelve months.

     Following is a summary of our contractual obligations at December 30, 2007:
<TABLE>
<S>       <C>
                                                                   Payments Due By Period
                                ---------------------------------------------------------------------------------------------

                                                      Remainder of
        Contractual                                    Fiscal Year                                               More than
        Obligations                  Total                2008             2-3 Years           4-5 Years          5 Years
----------------------------    -----------------    ----------------    ---------------     --------------    --------------

Debt maturities                     $ 44,395,034         $ 2,159,489        $ 5,471,730      $  36,763,815       $        --

Interest expense (1)                  14,198,925           3,337,491          8,316,894          2,544,540                --

Capital lease
   obligation                            493,061             213,639            279,422                 --                --

Operating lease
   obligations (2)                    11,043,650           1,461,263          3,498,513          2,115,626         3,968,248

Other contractual
   obligations                           924,547             477,547            447,000                 --                --

Open purchase orders (3)              10,636,819          10,636,819                 --                 --                --
                                -----------------    ----------------    ---------------     --------------    --------------

Total contractual
   obligations                      $ 81,692,036         $18,286,248        $18,013,559       $ 41,423,981       $ 3,968,248
                                =================    ================    ===============     ==============    ==============
____________

(1)   Assumes only mandatory principal pay-downs and the use of the LIBOR rate as of December 28, 2007 on the GCF debt and
      fixed rate interest payments on equipment loans and capital lease obligation.
(2)   Includes real estate leases.
(3)   Contracts for raw chicken purchases subsequently signed in January 2008 obligate us to $19.2 million dollars for calendar
      year 2008.
</TABLE>


                                       17

<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Interest Rate Risk - Obligations. We are subject to interest rate risk on
variable interest rate obligations. A hypothetical 10% increase in average
market interest rates would increase by approximately $405,000 the annual
interest expense on our debt outstanding as of December 30, 2007. We are also
subject to interest rate risk on our fixed interest rate obligations. Based upon
outstanding amounts of fixed rate obligations as of December 30, 2007, a
hypothetical 10% decrease in average market interest rates would increase the
fair value of outstanding fixed rate debt by approximately $7,000.

ITEM 4. CONTROLS AND PROCEDURES

      Our Chief Executive Officer and Interim Chief Financial Officer (our
principal executive officer and principal financial officer, respectively) have
concluded, based on their evaluation as of December 30, 2007, that the design
and operation of our "disclosure controls and procedures" (as defined in Rule
13a-15(e) under the Exchange Act) are effective at a reasonable assurance level
to ensure that information required to be disclosed by us in the reports filed
or submitted by us under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission's rules and forms,
including to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is accumulated and communicated
to our management, including our Chief Executive Officer and Interim Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.

      During the quarter ended December 30, 2007, there were no changes in our
"internal control over financial reporting" (as defined in Rule 13a-15(f) under
the Exchange Act) that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.


                                       18

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      We are involved in various lawsuits, claims and proceedings related to the
conduct of our business. Management does not believe that the disposition of any
pending claims is likely to have a material adverse effect our financial
condition, results of operations, or cash flows.

ITEM 6. EXHIBITS

(a)      Exhibits

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

         31.1              Certification of Chief Executive Officer 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 (1)

         31.2              Certification of Interim Chief Financial Officer
                           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 (1)

         32                Certification of Chief Executive Officer and Interim
                           Chief Financial Officer Pursuant to 18 U.S.C. Section
                           1350, as Adopted Pursuant to Section 906 of the
                           Sarbanes-Oxley Act of 2002 (1)
   ___________

        (1)                Attached hereto.



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<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:    February 7, 2008                    By: /s/ James Rudis
                                                 -------------------------------
                                                 James Rudis
                                                 Chairman, President and
                                                 Chief Executive Officer



Date:    February 7, 2008                    By: /s/ Tracy E. Quinn
                                                 -------------------------------
                                                 Tracy E. Quinn
                                                 Interim Chief Financial Officer



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<PAGE>


                       EXHIBITS ATTACHED TO THIS FORM 10-Q



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

31.1              Certification of Chief Executive Officer 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

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



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