<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 JUNE 27, 2004

                                       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)


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


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 an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act.). Yes [ ] No [X]

As of July 29, 2004, there were 14,805,556 shares of the issuer's common stock,
$.01 par value, outstanding.



<PAGE>

                              OVERHILL FARMS, INC.
                                    FORM 10-Q
                           QUARTER ENDED JUNE 27, 2004



                                TABLE OF CONTENTS

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

Item 1. Financial Statements

         Condensed Balance Sheets as of June 27, 2004 (unaudited) and
         September 28, 2003                                                    2

         Condensed Statements of Operations for the Three Months Ended
         June 27, 2004 and June 29, 2003 (unaudited)                           4

         Condensed Statements of Operations for the Nine Months Ended
         June 27, 2004 and June 29, 2003 (unaudited)                           5

         Condensed Statements of Cash Flows for the Nine Months Ended
         June 27, 2004 and June 29, 2003 (unaudited)                           6

         Notes to Condensed Financial Statements (unaudited)                   8

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations                                                 13

Item 3. Quantitative and Qualitative Disclosures about Market Risk            22

Item 4. Controls and Procedures                                               22

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

Item 1. Legal Proceedings                                                     23

Item 6. Exhibits and Reports on Form 8-K                                      23

SIGNATURES                                                                    24

EXHIBITS FILED WITH THIS FORM 10-Q                                            25



<PAGE>


ITEM 1.   FINANCIAL STATEMENTS

<TABLE>

                                    OVERHILL FARMS, INC.
                                  CONDENSED BALANCE SHEETS
<CAPTION>


                                           ASSETS
                                                                 June 27,      September 28,
                                                                  2004              2003
                                                               -------------   -------------
                                                                (Unaudited)       (Note 2)
<S>                                                            <C>             <C>
Current assets:
   Cash                                                        $    919,506    $    513,622
   Accounts receivable, net of allowance for doubtful
     accounts of $111,000                                        12,906,192      10,027,543
   Inventories                                                   12,942,267      11,059,923
   Prepaid expenses and other                                     1,125,663       1,077,392
   Deferred income taxes                                            733,758         733,758
                                                               -------------   -------------
           Total current assets                                  28,627,386      23,412,238
                                                               -------------   -------------

Property and equipment, at cost                                  21,809,715      21,286,746
   Less accumulated depreciation                                 (9,203,716)     (8,035,416)
                                                               -------------   -------------
                                                                 12,605,999      13,251,330
                                                               -------------   -------------

Other assets:
   Excess of cost over fair value of net assets acquired         12,188,435      12,188,435
   Deferred financing costs, net of accumulated amortization
     of $150,606 and $4,934,968                                     705,228       2,507,028
   Deferred income taxes                                          3,766,786       2,522,239
   Other                                                          2,875,574       2,300,857
                                                               -------------   -------------
                                                                 19,536,023      19,518,559
                                                               -------------   -------------

Total assets                                                   $ 60,769,408    $ 56,182,127
                                                               =============   =============




                         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 (DEFICIT)

                                                                  June 27,     September 28,
                                                                   2004             2003
                                                               -------------   -------------
                                                                (Unaudited)       (Note 2)
Current liabilities:
   Accounts payable                                            $  8,796,163    $  7,434,945
   Accrued liabilities                                            3,065,532       3,322,554
   Current maturities of long-term debt                             885,842         813,649
                                                               -------------   -------------
           Total current liabilities                             12,747,537      11,571,148

Long-term debt, less current maturities                          50,404,108      44,950,438
                                                               -------------   -------------
           Total liabilities                                     63,151,645      56,521,586
                                                               -------------   -------------


Shareholders' equity (deficit):
   Series A Preferred stock, $0.01 par value, authorized
     50,000,000 shares, issued and outstanding, 23.57 shares             --              --
   Common stock, $0.01 par value, authorized 100,000,000
     shares, issued and outstanding 14,805,556 shares               148,056         148,056
   Additional paid-in capital                                     9,573,562       9,573,562
   Warrants to purchase common stock                                    400             400
   Retained earnings (accumulated deficit)                      (12,104,255)    (10,061,477)
                                                               -------------   -------------
           Total shareholders' equity (deficit)                  (2,382,237)       (339,459)
                                                               -------------   -------------

Total liabilities and shareholders' equity (deficit)           $ 60,769,408    $ 56,182,127
                                                               =============   =============






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

                                            -3-
</TABLE>

<PAGE>
<TABLE>

                                 OVERHILL FARMS, INC.
                          CONDENSED STATEMENTS OF OPERATIONS
                                     (UNAUDITED)
<CAPTION>

                                                         For the Three Months Ended
                                                        -----------------------------
                                                          June 27,        June 29,
                                                            2004            2003
                                                        -------------   -------------
<S>                                                     <C>             <C>
Net revenues                                            $ 35,235,833    $ 34,139,886
Cost of sales                                             31,551,686      30,763,097
                                                        -------------   -------------
Gross profit                                               3,684,147       3,376,789

Selling, general and administrative expenses               1,917,153       2,487,835
                                                        -------------   -------------

Operating income                                           1,766,994         888,954

Other expenses:
  Interest expense                                        (1,430,301)     (2,246,002)
  Amortization of deferred financing costs                   (47,953)     (1,533,170)
  Other                                                       10,022         (34,786)
                                                        -------------   -------------

Total other expenses                                      (1,468,232)     (3,813,958)
                                                        -------------   -------------

Income (loss) before income taxes                            298,762      (2,925,004)

Income tax expense (benefit)                                 113,230      (1,174,037)
                                                        -------------   -------------

Net income (loss)                                       $    185,532    $ (1,750,967)
                                                        =============   =============

Net income (loss) per share:

  Basic                                                 $        .01    $       (.14)
                                                        =============   =============

  Diluted                                               $        .01    $       (.14)
                                                        =============   =============

Shares used in computing net income (loss) per share:

  Basic                                                   14,805,556      12,338,797

  Diluted                                                 15,208,982      12,338,797



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

                                         -4-
</TABLE>

<PAGE>


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



                                                     For the Nine Months Ended
                                                 -------------------------------
                                                     June 27,        June 29,
                                                      2004             2003
                                                 --------------   --------------

Net revenues                                     $  96,767,349    $ 106,060,567
Cost of sales                                       85,916,936       97,994,649
                                                 --------------   --------------
Gross profit                                        10,850,413        8,065,918

Selling, general and administrative expenses         6,320,252        7,923,389
                                                 --------------   --------------

Operating income                                     4,530,161          142,529

Other expenses:
  Interest expense                                  (4,659,894)      (4,578,447)
  Amortization of deferred financing costs            (456,867)      (2,349,621)
  Debt extinguishment expenses                      (2,778,374)              --
  Other                                                 76,102         (237,637)
                                                 --------------   --------------

Total other expenses                                (7,819,033)      (7,165,705)
                                                 --------------   --------------

Loss before income taxes                            (3,288,872)      (7,023,176)

Income tax expense (benefit)                        (1,246,094)      (2,818,962)
                                                 --------------   --------------

Net loss                                         $  (2,042,778)   $  (4,204,214)
                                                 ==============   ==============

Net loss per share:

  Basic                                          $        (.14)   $        (.36)
                                                 ==============   ==============

  Diluted                                        $        (.14)   $        (.36)
                                                 ==============   ==============

Shares used in computing net loss per share:

  Basic                                             14,805,556       11,587,421

  Diluted                                           14,805,556       11,587,421



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

                                      -5-
<PAGE>


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



                                                      For the Nine Months Ended
                                                     ---------------------------
                                                        June 27,      June 29,
                                                         2004          2003
                                                     ------------   ------------

Operating Activities:
  Net loss                                           $(2,042,778)   $(4,204,214)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
     Depreciation and amortization                     1,886,501      4,114,383
     Provision for doubtful accounts                          --        279,046
     Noncash debt extinguishment expenses              2,558,374             --
     Deferred tax benefit                             (1,246,094)    (2,818,962)
     Changes in:
       Accounts receivable                            (2,878,649)     2,077,422
       Inventories                                    (1,882,344)     7,710,964
       Prepaid expenses and other                       (622,988)      (515,667)
       Accounts payable                                1,361,218     (5,800,886)
       Accrued liabilities                              (277,767)       930,461
                                                     ------------   ------------

Net cash (used in) provided by operating activities   (3,144,527)     1,772,547
                                                     ------------   ------------

Investing Activities:
  Net additions to property and equipment               (522,969)    (5,225,709)
                                                     ------------   ------------

Net cash used in investing activities                   (522,969)    (5,225,709)
                                                     ------------   ------------




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


                                      -6-
<PAGE>


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

                                                      For the Nine Months Ended
                                                   -----------------------------
                                                      June 27,       June 29,
                                                       2004            2003
                                                   -------------   -------------

Financing Activities:
  Payments on line of credit                       $         --    $(11,957,293)
  Proceeds from borrowings on short-term debt                --      20,347,272
  Proceeds from borrowings on long-term debt          5,000,000              --
  Principal payments on long-term debt                 (522,814)     (2,024,058)
  Deferred financing costs                             (403,806)     (1,230,658)
  Net advances to or on behalf of former Parent              --        (946,168)
                                                   -------------   -------------

Net cash provided by financing activities             4,073,380       4,189,095
                                                   -------------   -------------

Net increase in cash                                    405,884         735,933
Cash at beginning of period                             513,622           8,115
                                                   -------------   -------------

Cash at end of period                              $    919,506    $    744,048
                                                   =============   =============

Supplemental Schedule of Cash Flow Information:
   Cash paid during the period for:
     Interest                                      $  4,513,264    $  3,486,891
     Income taxes                                  $         --    $         --


Supplemental Schedule of Noncash Investing and Financing Activities:

The Company, effective upon the completion of its spin-off from its former
Parent in October 2002, netted a total of approximately $11,500,000, consisting
of all accrued income taxes due to and the unpaid receivable due from its former
Parent, against retained earnings (accumulated deficit).

During the nine months ended June 29, 2003, the Company issued a total of
2,937,987 shares of its common stock, for nominal consideration, in connection
with the exercise of warrants and dilution protection rights granted to its
senior subordinated lender.

In connection with bridge financing arrangements during the nine months ended
June 29, 2003, the Company recorded a debt discount of approximately $1,650,000.


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

                                      -7-
<PAGE>


                              OVERHILL FARMS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  JUNE 27, 2004
                                   (UNAUDITED)


1. NATURE OF BUSINESS AND ORGANIZATIONAL MATTERS

   Overhill Farms, Inc. (the "Company" or "Overhill Farms") is a producer of
   high-quality entrees, plated meals, meal components, soups, sauces, and
   poultry, meat and fish specialties. From May 5, 1995 through October 29,
   2002, the Company was a majority-owned subsidiary of TreeCon Resources, Inc.,
   formerly Overhill Corporation and Polyphase Corporation (the "former
   Parent"). On October 29, 2002, TreeCon Resources, Inc. distributed to its
   shareholders, in the form of a tax-free dividend, all of its ownership of
   Overhill Farms.

   In October 2002, in connection with the above mentioned spin-off transaction,
   the Company's Board of Directors authorized a 12,010-shares-for-1 stock
   split. Share and per share data as of and for all periods presented herein
   have been restated to reflect the stock split.

2. BASIS OF PRESENTATION

   The financial statements for periods ended prior to September 28, 2003 were
   consolidated to include the accounts of Overhill Farms and its wholly-owned
   subsidiary, Overhill L.C. Ventures, Inc., which was liquidated during fiscal
   2003. All material intercompany accounts and transactions were eliminated.
   Certain prior period amounts have been reclassified to conform to the current
   period presentation.

   The accompanying unaudited condensed financial statements have been prepared
   in accordance with 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 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 three and nine
   months ended June 27, 2004 are not necessarily indicative of the results that
   may be expected for the year ending September 26, 2004 or for any other
   period.

   The condensed balance sheet at September 28, 2003 has been derived from the
   audited financial statements at that date but does not include all of the
   information and footnotes required by accounting principles generally
   accepted in the United States 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 28, 2003.


                                      -8-
<PAGE>


3. INVENTORIES

   Inventories are summarized as follows:

                                                   June 27,        September 28,
                                                     2004              2003
                                                 -------------     -------------

       Raw ingredients                           $  4,770,494      $  4,414,292
       Finished product                             6,588,693         5,313,593
       Packaging                                    1,583,080         1,332,038
                                                 -------------     -------------
                                                 $ 12,942,267      $ 11,059,923
                                                 =============     =============


4. LONG-TERM DEBT

   On October 31, 2003, the Company entered into debt refinancing arrangements
   with Levine Leichtman Capital Partners II, L.P. ("LLCP") and Pleasant Street
   Investors, LLC ("Pleasant Street"). The Company issued to LLCP a second
   amended and restated secured senior subordinated note due October 31, 2006 in
   the stated principal amount of $28,858,000. The note has a base interest rate
   of 13.5%, subject to increase upon the occurrence of any interest rate event,
   as defined in the purchase documents, or event of default, and a maturity
   date of October 31, 2006.

   Pleasant Street has made two term loans to the Company. The senior Term A
   Loan, in the principal amount of $17,800,000, has an annual interest rate on
   the in-formula portion of 5.5%. The $5,000,000 Term B Loan amortizes monthly
   and carries a base interest rate of 12%. The balance of the Term B Loan has
   been reduced to $4,514,000 at June 27, 2004. The interest rates on the Term A
   Loan and Term B Loan are subject to increase upon the occurrence of any
   interest rate event, as defined in the loan documents, or event of default as
   provided in the notes that evidence those loans. The Term A Loan and the Term
   B Loan mature on October 31, 2006. The prepayment terms of the Term A Loan
   and the Term B Loan provide, among other things, that the Company will make
   mandatory prepayments of annual excess cash flow, if any.

   The October 31, 2003 debt refinancing has been recorded as a debt
   extinguishment. Accordingly, unamortized costs associated with the LLCP and
   Pleasant Street debt that existed at October 31, 2003, along with new
   amendment fees paid to LLCP and Pleasant Street, were expensed on October 31,
   2003. The unamortized costs included original issue debt discounts of
   $809,635, unamortized financing fees and expenses of $1,173,519 and
   unamortized cost of warrants issued to LLCP in September 2002 of $575,220.
   The total expense recognized in connection with the October 31, 2003 debt
   extinguishment, including the amendment fees of $184,800 and $35,200 amounted
   to $2,778,374.

   The Company did not meet the level "A" fixed charges requirement at June 27,
   2004, which has triggered an interest rate event. However, the Company did
   meet the level "B" fixed charges requirement and therefore, no event of
   default, as defined in the loan documents, has occurred. The Company did meet
   all of its other level "A" requirements, including the earnings before
   interest, taxes, depreciation and amortization ("EBITDA") requirement. The
   level "A" fixed charges requirement was not met because of management's
   decision to make a capital expenditure in the third quarter of fiscal 2004.
   The capital expenditure was made to secure cost savings and to meet the
   production requirements of a significant customer. As a result of the
   interest rate event, interest rates rose on June 28, 2004 from 5.5% to 7.5%
   on the in-formula portion of the Term A Loan, from 12% to 14% on the Term B
   Loan, and from 13.5% to 15.5% on the senior subordinated note. The fixed
   charges covenant is measured quarterly, and the higher interest rates will
   remain in effect until the end of the first full quarter in which the Company
   meets the fixed charges requirement.

                                      -9-
<PAGE>

   The Company believes, based upon forecasted performance for the fourth
   quarter of fiscal year 2004, that it is probable that the Company will remain
   in compliance with all of its revised financial and other covenant
   requirements through September 26, 2004. Accordingly, based upon projected
   covenant compliance through June 26, 2005, and as a result of the refinancing
   of the obligations described above, all principal amounts payable to LLCP and
   to Pleasant Street, other than currently scheduled principal payments, have
   been classified as long-term liabilities in the accompanying condensed
   balance sheet as of June 27, 2004. In the future, the failure of the Company
   to achieve certain revenue, expense and profitability levels could result in
   a violation of the amended financial covenants under its financing
   arrangements, which could result in acceleration of maturity of the loans,
   which could adversely affect the Company's financial condition, results of
   operations or cash flows.

5. PER SHARE DATA

   The following table sets forth the calculation of net income (loss) per share
   for the periods presented:
                                                     For the Three Months Ended
                                                     ---------------------------
                                                        June 27,      June 29,
                                                         2004          2003
                                                     ------------   ------------
   Numerator:
   Net income (loss) attributable to common
     shareholders                                    $   185,532    $(1,750,967)
                                                     ============   ============

   Denominator:
     Denominator for basic net income (loss)
      per share -
        Weighted average shares                       14,805,556     12,338,797
                                                     ------------   ------------

     Effect of dilutive securities:
        Stock options                                    120,150             --
        Warrants                                             200             --
        Series A Preferred Stock                         283,076             --
                                                     ------------   ------------

           Dilutive potential common shares              403,426             --
                                                     ------------   ------------

   Denominator for diluted net income (loss)
      per share                                       15,208,982     12,338,797
                                                     ============   ============

   Net income (loss) per share - basic:              $       .01    $      (.14)
                                                     ============   ============
   Net income (loss) per share - diluted:            $       .01    $      (.14)
                                                     ============   ============



                                      -10-
<PAGE>


                                                      For the Nine Months Ended
                                                     ---------------------------
                                                        June 27,       June 29,
                                                         2004           2003
                                                     ------------   ------------
  Numerator:
  Net loss attributable to common shareholders       $(2,042,778)   $(4,204,214)
                                                     ============   ============


  Denominator:
     Denominator for basic net loss per share -
       Weighted average shares                        14,805,556     11,587,421
                                                     ------------   ------------

     Effect of dilutive securities:
       Stock options                                          --             --
       Warrants                                               --             --
       Series A Preferred Stock                               --             --
                                                     ------------   ------------

           Dilutive potential common shares                   --             --
                                                     ------------   ------------

     Denominator for diluted net loss per share       14,805,556     11,587,421
                                                     ============   ============

  Net loss per share - basic:                        $      (.14)   $      (.36)
                                                     ============   ============
  Net loss per share - diluted:                      $      (.14)   $      (.36)
                                                     ============   ============


   For the three months ended June 27, 2004, options to purchase 472,000 shares
   at an exercise price of $1.60 per share were excluded from the calculation of
   dilutive net income per share, as their effect would be antidilutive. For the
   three months ended June 29, 2003 and for the nine months ended June 27, 2004
   and June 29, 2003, (1) options to purchase 672,000 shares, (2) warrants to
   purchase 200 shares and (3) preferred stock convertible into 283,076 shares
   were excluded from the calculation of per share amounts, as their effect, if
   any, would be antidilutive.

6. STOCK OPTIONS

   The Company accounts for stock-based awards to employees using the intrinsic
   value method as prescribed by Accounting Principles Board Opinion No. 25 (APB
   25), "Accounting for Stock Issued to Employees" and provides the pro forma
   disclosure provisions of Statement of Financial Accounting Standards No. 123,
   "Accounting for Stock-Based Compensation." Accordingly, compensation expense
   for stock options issued to employees is recorded on the date of grant only
   if the current market price of the underlying stock exceeds the exercise
   price.


                                      -11-
<PAGE>

   For purposes of pro forma disclosures, the estimated fair value of the
   options, based on the Black-Scholes option pricing model, is amortized to
   expense over the options' vesting periods. The following is the pro forma
   information had the fair value method under SFAS No. 123, as amended by SFAS
   No. 148, been adopted (in thousands, except per share amounts):

<TABLE>
                                                   Three Months Ended                Nine Months Ended
                                             -------------------------------  ---------------------------------
                                               June 27, 2004  June 29, 2003     June 27, 2004   June 29, 2003
                                               -------------  -------------     -------------   -------------

<S>                                              <C>            <C>               <C>             <C>
   Net income (loss), as reported                $     186      $  (1,751)        $   (2,043)     $   (4,204)

   Deduct:  Total stock-based employee
     compensation expense determined under
     fair value based methods for all awards,
     net of related tax                          $      --      $     (56)        $       --      $     (453)
                                               -------------  -------------     -------------   -------------

   Pro forma net income (loss)                   $     186      $  (1,807)        $   (2,043)     $   (4,657)
                                               =============  =============     =============   =============

   Net income (loss) per share:
     Basic, as reported                          $    0.01      $   (0.14)        $    (0.15)     $    (0.36)
     Basic, pro forma                            $    0.01      $   (0.15)        $    (0.15)     $    (0.40)

     Diluted, as reported                        $    0.01      $   (0.14)        $    (0.15)     $    (0.36)
     Diluted, pro forma                          $    0.01      $   (0.15)        $    (0.15)     $    (0.40)
</TABLE>


7. INCOME TAXES

   During the nine months ended June 27, 2004, the Company recorded a tax
   benefit, and an increase in its deferred tax asset to approximately
   $4,500,000 on the accompanying condensed balance sheet at June 27, 2004. The
   Company has not recorded a valuation allowance against any of its deferred
   tax assets, since it is believed that such assets are more likely than not to
   be recoverable through estimated future profitable operations. The Company
   currently expects to improve on its current operating results, and continue
   profitable operations, primarily through (a) improving gross margins by
   streamlining additional costs and continuing to leverage the consolidated
   manufacturing and storage facilities to improve manufacturing efficiency, (b)
   growing revenues from profitable product lines and increasing its customer
   base and (c) returning to reduced future interest costs on outstanding debt
   as a result of the October 2003 refinancing of its indebtedness. Failure by
   the Company to successfully improve margins, grow revenues and/or maintain
   anticipated savings on future interest costs, and maintain profitable
   operating results in the near term, could adversely impact the Company's
   expected realization of some or all of its deferred tax assets and could
   require the Company to record a valuation allowance against some or all of
   such assets, which could adversely affect the Company's financial position
   and results of operations.

8. CONTINGENCIES

   LEGAL PROCEEDINGS

   From time to time, the Company is involved in various lawsuits, claims and
   proceedings related to the conduct of its business. Management does not
   believe that the disposition of any pending claims is likely to adversely
   affect the Company's financial condition, results of operations or cash
   flows.


                                      -12-
<PAGE>


   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
   ongoing credit evaluations of its customers' financial condition and
   generally requires no collateral from its customers.

   For the nine months ended June 27, 2004 and June 29, 2003, revenues from
   airline-related customers, a group that is subject to certain business risks,
   accounted for approximately 20.7% and 20.8% of total net revenues,
   respectively. Additionally, accounts receivable from airline-related
   customers accounted for approximately 31.4% and 37.0% of the total accounts
   receivable balance at each of June 27, 2004 and June 29, 2003, respectively.


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

FORWARD-LOOKING STATEMENTS

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

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

         o    the impact of competitive products and pricing;

         o    market conditions such as the increase in the market price of raw
              chicken that occurred in late January and early February 2004 as a
              result of the Asian bird flu outbreak in Indochina, recent
              increases in the market prices of beef and dairy products, and
              weather patterns that may affect the cost of raw material as well
              as the market for our products;


                                      -13-
<PAGE>

         o    changes in our business environment, including actions of
              competitors and changes in customer preferences, as well as
              disruptions to our customers' businesses, such as the Southern
              California grocery strike that began in October 2003 and ended in
              February 2004;

         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;

         o    market demand for new and existing products; and

         o    other factors as may be discussed in this report and other reports
              we file with the Securities and Exchange Commission, including
              those described in Item 7 of our annual report on Form 10-K for
              the fiscal year ended September 28, 2003 under the heading "Risk
              Factors Related to Our Business and Industry."

OVERVIEW

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

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

         o    invest in and operate efficient production facilities;

         o    provide customer service-oriented distribution;

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

         o    continue to pursue growth through strategic acquisitions and
              investments.

In evaluating our financial condition and operating performance, we look for
evidence of progress toward our primary goals: meeting profitability goals on a
customer-by-customer basis, realizing the cost efficiencies made possible by our
new manufacturing facility, and growing profitable sales in order to further
utilize the increased manufacturing capacity provided by our new facility.

Progress towards these goals is apparent in the increase in gross profit as a
percentage of net revenues to 11.2% for the first nine months of fiscal 2004, as
compared to 7.6% for the first nine months of fiscal 2003. Sales have declined,
in some cases due to external factors such as the Southern California grocery
strike, and in other cases due to our decision not to bid aggressively on
business that did not meet our profitability goals.


                                      -14-
<PAGE>

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. Our significant accounting policies are described in the notes to the
audited financial statements that are included in our 2003 annual report on Form
10-K for the year ended September 28, 2003. We believe 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
ongoing credit evaluations of our customers' financial condition and generally
require no collateral from our customers. Our allowance for doubtful accounts is
calculated based primarily upon historical bad debt experience and current
market conditions. Until fiscal 2003, bad debt expense and accounts receivable
write-offs, net of recoveries, had historically been immaterial as we generally
transact the substantial portion of our business with large, established food or
service related businesses. However, a bankruptcy or other significant financial
deterioration of any significant customers could impact their future ability to
satisfy their receivables with us as it did with certain of our airline
customers impacted by the tragic events of September 11, 2001.

For the first nine months of fiscal 2004 and 2003, our revenues from
airline-related customers, a group that is subject to certain business risks,
accounted for approximately 20.7% and 20.8% of total net revenues, respectively.
Additionally, accounts receivable from airline-related customers accounted for
approximately 31.4% and 37.0% of the total accounts receivable balance at each
of June 27, 2004 and June 29, 2003, respectively.

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

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

EXCESS OF COST OVER FAIR VALUE OF NET ASSETS ACQUIRED. The excess of cost over
fair value of net assets acquired (goodwill) is evaluated at least annually for
impairment in accordance with FASB Statement 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. No impairment of goodwill was
recorded during fiscal 2003 or during the nine months ended June 27, 2004. At
June 27, 2004, we had goodwill of $12,188,000. 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.


                                      -15-
<PAGE>

INCOME TAXES. During the nine months ended June 27, 2004 we recorded a tax
benefit, and an increase in our deferred tax asset to approximately $4,500,000
on the accompanying condensed balance sheet at June 27, 2004. We have not
recorded a valuation allowance against any of our deferred tax assets, since we
believe that such assets are more likely than not to be recoverable through
estimated future profitable operations. Should our estimates of future taxable
income decline, a valuation allowance might be required, which would result in a
charge to operations.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 27, 2004 COMPARED TO THREE MONTHS ENDED JUNE 29, 2003

NET REVENUES. Net revenues for the three months ended June 27, 2004 increased
$1,096,000 (3.2%) to $35,236,000 from $34,140,000 for the three months ended
June 29, 2003. While we operate as a single business unit, manufacturing various
products on common production lines, revenue from similar customers are grouped
into the following natural categories: retail, foodservice, airlines and weight
loss.

Retail net revenues were $5,310,000 for the third quarter of fiscal 2004 as
compared to $6,700,000 for the third quarter of fiscal 2003, a decrease of
$1,390,000. The decrease in retail sales for the period was completely
attributable to a decrease of market sales by one of our retail customers.
Management continues to believe that existing and new retail customers represent
a near term opportunity for growth. Our current retail customer list includes
four new customers obtained during fiscal 2004, including a previously announced
large multi-national food company. In addition, we continue to see results from
our efforts to expand our penetration in the club store markets. During the
third quarter of fiscal 2004, we shipped our first orders to Wal-Mart, the
nation's largest retailer. We have also retained one of the leading retail
grocery brokers to increase near-term opportunities in this sector. The broker,
together with our internal sales force, will focus both on developing our
Chicago Brothers(R) brand and increasing retail business through our agreement
with Panda Restaurant Group (Panda) to manufacture, market and distribute
Panda's frozen meals to nationwide grocery outlets.

Foodservice net revenues were $14,830,000 for the third quarter of fiscal 2004
as compared to $13,152,000 for the third quarter of fiscal 2003, an increase of
$1,678,000. Based on our active foodservice customer prospect list and the
activity of our existing customers, we maintain our belief that foodservice
sales represent another opportunity for sales growth.

Airline net revenues were $7,954,000 for the third quarter of fiscal 2004 as
compared to $7,003,000 for the third quarter of fiscal 2003, an increase of
$951,000. This was the result of a continuing improvement in air travel and the
maturation of our new airline customer activity. While we are optimistic about
the continuing recovery of the airline industry, we continue to be cautious in
our approach to this area of our business.

Weight loss net revenues were $7,142,000 for the third quarter of fiscal 2004,
as compared to $7,285,000 for the third quarter of fiscal 2003, a decrease of
$143,000.


                                      -16-
<PAGE>

GROSS PROFIT. Gross profit for the third quarter of fiscal 2004 increased
$307,000 to $3,684,000 from $3,377,000 for the third quarter of fiscal 2003. The
increase in gross profit was the result of several positive factors. Gross
profit margin as a percentage of net revenues increased to 10.5% for the third
quarter of fiscal 2004 from 9.9% for the third quarter of fiscal 2003 due to the
ongoing realization of planned efficiencies in our new production facility, our
efforts to increase profitability on new accounts, and management's decision to
forgo business that did not meet our profitability objectives. Gross profits for
the quarter were negatively affected by the increases in raw poultry prices due
to the Asian bird flu situation, which created a surge in the export market for
domestically raised poultry. Gross profits for the quarter were also negatively
affected by historic price increases in other commodities. We have reacted to
this increase by increasing our selling price to our customers, where possible,
and by working with customers to reformulate products to reduce costs while
maintaining or improving product quality. At the end of the quarter we began to
see some easing of these higher costs. We continue to closely manage and monitor
this situation and we are renegotiating our raw material contracts.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses (SG&A) for the third quarter of fiscal 2004 decreased
$571,000 (23.0%) to $1,917,000 (5.4% of net revenues) from $2,488,000 (7.3% of
net revenues) for the third quarter of fiscal 2003. The decrease in SG&A for the
quarter resulted primarily from reductions in administrative staffing and legal
and accounting services from third quarter of fiscal 2003 levels. We expect that
we will be able to maintain this reduced level of SG&A spending.

OPERATING INCOME. Operating income increased $878,000 to $1,767,000 for the
third quarter of fiscal 2004 from operating income of $889,000 for the third
quarter of fiscal 2003. The increase in operating income for the period is the
result of improvements in gross margins and reductions in SG&A as noted above.
We intend to closely manage our cost structure with increased emphasis on
individual account profitability as we continue to develop additional revenue
opportunities.

OTHER EXPENSES. Other expenses for the third quarter of fiscal 2004, which
consist primarily of various financing-related charges, decreased $2,346,000 to
$1,468,000 from $3,814,000 for the third quarter of fiscal 2003. This decrease
is largely due to a $1,485,000 decline in amortization of deferred financing
costs to $48,000 from $1,533,000 for the third quarter of fiscal 2003. The
amortization expense in the third quarter of fiscal 2003 included the
amortization of costs related to previous financing arrangements. Additionally,
interest expense decreased $816,000 to $1,430,000 from $2,246,000 for the third
quarter of fiscal 2003. All remaining costs associated with previous financing
arrangements were written off as debt extinguishment expense as part of the
October 2003 refinancing. We did not meet the level "A" fixed charges
requirement under our debt agreements at June 27, 2004, which has triggered an
interest rate event. However, we did meet the level "B" fixed charges
requirement and therefore, no event of default, as defined in the loan
documents, has occurred. We did meet all of its other level "A" requirements,
including the EBITDA requirement. The fixed charges requirement was not met
because of management's decision to make a capital expenditure in the third
quarter of fiscal 2004. The capital expenditure was made to secure cost savings
and to meet the production requirements of a significant customer. As a result
of the interest rate event, interest rates rose on June 28, 2004 from 5.5% to
7.5% on the in-formula portion of the Term A Loan, from 12% to 14% on the Term B
Loan, and from 13.5% to 15.5% on the senior subordinated note. The fixed charges
covenant is measured quarterly, and the higher interest rates will remain in
effect until the end of the first full quarter in which we meet the fixed
charges requirement.


                                      -17-
<PAGE>

INCOME TAX PROVISION (BENEFIT). Due to operating profits for the third quarter
of fiscal 2004, we recorded a tax provision of $113,000. A tax benefit of
$1,174,000 was recorded for the third quarter of fiscal 2003. The effective tax
rates for both quarters were based upon the estimated annual effective tax rates
of approximately 37.9% in 2004 and 40.1% in 2003. We have not recorded a
valuation allowance against any of our deferred tax assets, which aggregated
approximately $4,500,000 at June 27, 2004, since we believe that such assets are
more likely than not to be recoverable through estimated future profitable
operations. If we fail to successfully improve margins, grow revenues, and
return to profitable operations in the near term, we may not realize some or all
of our deferred tax assets, which could require us to record a valuation
allowance against some or all of those assets, which could adversely affect our
financial position and results of operations.

NET INCOME (LOSS). The net result for the third quarter of fiscal 2004 was a net
profit of $186,000 ($.01 per share) as compared to a net loss of $1,751,000
($.14 per share) for the third quarter of fiscal 2003.

NINE MONTHS JUNE 27, 2004 COMPARED TO NINE MONTHS ENDED JUNE 29, 2003

NET REVENUES. Net revenues for the nine months ended June 27, 2004 decreased
$9,294,000 (8.8%) to $96,767,000 from $106,061,000 for the nine months ended
June 29, 2003. As indicated above, while we operate as a single business unit,
manufacturing various products on common production lines, revenue from similar
customers are grouped into the following natural categories: retail,
foodservice, airlines and weight loss.

Retail net revenues were $16,584,000 for the first nine months of fiscal 2004 as
compared to $23,364,000 for the first nine months of fiscal 2003, a decrease of
$6,780,000. Retail sales for the nine month period were impacted by the Southern
California grocery strike, which was settled in late February 2004, and by
decreased sales to one of our retail customers. Among our retail customers,
recurring sales to Albertson's decreased by over $3,400,000 for the first nine
months, as compared to the first nine months of fiscal 2003. Management
continues to believe that existing and new retail customers represent a near
term opportunity for growth.

Foodservice net revenues were $40,511,000 for the first nine months of fiscal
2004 as compared to $42,253,000 for the first nine months of fiscal 2003, a
decrease of $1,742,000. This reduction was principally the result of activity in
two customer accounts, one of which we decided not to re-bid aggressively based
on our profitability objectives, and a second of which reduced the number of
products offered to its customers. As with retail sales, we maintain our belief
that foodservice sales represent another growth opportunity.

Airline net revenues were $20,003,000 for the first nine months of fiscal 2004
as compared to $22,063,000 for the first nine months of fiscal 2003, a decrease
of $2,060,000. This was largely the result of decreased sales to Delta Airlines,
which stopped offering meals on all but long haul and international flights.
Declines in the first half of fiscal 2004 were partially offset by a recovery in
the third quarter.

Weight loss net revenues were $19,669,000 for the first nine months of fiscal
2004, as compared to $18,380,000 for the first nine months of fiscal 2003, an
increase of $1,289,000.


                                      -18-
<PAGE>

GROSS PROFIT. Gross profit for the first nine months of fiscal 2004 increased to
$10,850,000 from $8,066,000 for the first nine months of fiscal 2003. Gross
profit margin as a percentage of net revenues increased to 11.2% for the first
nine months of fiscal 2004 from 7.6% for the first nine months of fiscal 2003
due to (1) the realization of planned efficiencies in our new production
facility; (2) our efforts to increase profitability on new accounts and (3)
management's decision to forgo business that did not meet our profitability
objectives.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. SG&A for the first nine months of
fiscal 2004 decreased $1,603,000 (20.2%) to $6,320,000 (6.5% of net revenues)
from $7,923,000 (7.5% of net revenues) for the first nine months of fiscal 2003.
The decrease in SG&A for the first nine months of fiscal 2004 relates primarily
to reductions from the prior year in compensation, professional services, bad
debts and insurance expenses. We expect that we will be able to maintain this
reduced level of SG&A spending.

OPERATING INCOME. Operating income increased $4,387,000 to $4,530,000 for the
first nine months of fiscal 2004 from $143,000 for the first nine months of
fiscal 2003. The increase in operating income for the period, on a lower revenue
base, is the result of improvements in gross margins and reductions in SG&A as
noted above. We intend to continue to closely manage our cost structure with
increased emphasis on individual account profitability as we continue to develop
additional revenue opportunities.

OTHER EXPENSES. Other expenses for the first nine months of fiscal 2004, which
consist primarily of various financing-related charges, increased $653,000 to
$7,819,000 from $7,166,000 for the first nine months of fiscal 2003. The
increase includes a $2,778,000 charge, substantially noncash, for debt
extinguishment expenses related to the write-off of deferred financing costs and
debt issue costs in connection with the refinancing of substantially all
indebtedness in October 2003. The increase also includes an increase in interest
expense of $81,000 due to increases in borrowings and interest rates, which was
offset by decreases in amortization of deferred financing costs of $1,893,000
and other expenses of $314,000. We did not meet the level "A" fixed charges
requirement under our debt agreements at June 27, 2004, which has triggered an
interest rate event. However, we did meet the level "B" fixed charges
requirement and therefore, no event of default, as defined in the loan
documents, has occurred. We did meet all of its other level "A" requirements,
including the EBITDA requirement. The fixed charges requirement was not met
because of management's decision to make a capital expenditure in the third
quarter of fiscal 2004. The capital expenditure was made to secure cost savings
and to meet the production requirements of a significant customer. As a result
of the interest rate event, interest rates rose on June 28, 2004 from 5.5% to
7.5% on the in-formula portion of the Term A Loan, from 12% to 14% on the Term B
Loan, and from 13.5% to 15.5% on the senior subordinated note. The fixed charges
covenant is measured quarterly, and the higher interest rates will remain in
effect until the end of the first full quarter in which we meet the fixed
charges requirement.

INCOME TAX PROVISION (BENEFIT). Due to operating losses for the nine months
ended June 27, 2004, we have provided an income tax benefit of $1,246,000, and
recorded an increase in our deferred tax asset to approximately $4,500,000 on
the accompanying condensed balance sheet at June 27, 2004. A tax benefit of
$2,819,000 was recorded for the first nine months of fiscal 2003. The effective
tax rates for both years were based upon the estimated annual effective tax
rates of approximately 37.9% in 2004 and 40.1% in 2003. We have not recorded a
valuation allowance against any of our deferred tax assets, since we believe
that such assets are more likely than not to be recoverable through estimated
future profitable operations. If we fail to successfully improve margins, grow
revenues and/or maintain anticipated savings on future interest costs, and
return to profitable operations in the near term, it could adversely impact our
expected realization of some or all of our deferred tax assets and could require
us to record a valuation allowance against some or all of those assets, which
could adversely affect our financial position and results of operations.


                                      -19-
<PAGE>

NET LOSS. The net result for the nine months ended June 27, 2004 was a net loss
of $2,043,000 ($.14 per share) as compared to a net loss of $4,204,000 ($.36 per
share) for the nine months ended June 29, 2003.

We currently expect continued improvement in our current operating results, and
continued profitability primarily through (a) improving gross margins on
existing business, achieved by streamlining additional costs and continuing to
leverage our consolidated manufacturing and storage facilities to improve
manufacturing efficiency, (b) increasing our customer base, and (c) growing
revenues from existing profitable product lines. As discussed in "Risk Factors
Related to Our Business and Industry," included in Item 7 of our 2003 annual
report on Form 10-K, we may be unable to improve our operating results if we
suffer a decline in our manufacturing efficiency, the loss of major customers,
further declines in air travel, a work stoppage similar to the Southern
California grocery strike, adverse changes in our operating costs, or other
adverse changes to our business. Our profitability may also be adversely
impacted by prolonged increases in raw material costs, such as the increases in
the market price of raw chicken that occurred in late January and early February
2004 as a result of the Asian bird flu outbreak in Indochina, if such raw
material cost increases are not offset by increases in sales prices.

LIQUIDITY AND CAPITAL RESOURCES

Historically, our principal sources of liquidity have been cash flows from
operations and existing financing arrangements. Our cash and cash equivalents
increased by $406,000 to $920,000 during the nine months ended June 27, 2004.
During the first nine months of fiscal 2004, our operating activities resulted
in a use of cash of $3,145,000, as compared to cash provided of $1,773,000
during the first nine months of fiscal 2003. During the first nine months of
fiscal 2004, the use of cash resulted primarily from a $2,879,000 increase in
accounts receivable, a $1,882,000 increase in inventories and a $623,000
increase in prepaid expenses; these were reduced by a $1,083,000 increase in
accounts payable and accruals and by noncash expenses exceeding operating losses
for the period by $1,156,000. As of June 27, 2004, we had working capital of
$15,880,000.

During the first nine months of fiscal 2004, our investing activities resulted
in a use of cash of $523,000, as compared to a use of cash of $5,226,000 during
the first nine months of fiscal 2003. The use of cash in both years consisted
exclusively of additions to property and equipment. The prior year additions
related primarily to the consolidation of most of our operations into our
facility in Vernon, California.

During the nine months ended June 27, 2004, our financing activities provided
cash of $4,073,000, as compared to cash provided of $4,189,000 during the nine
months ended June 29, 2003. The cash provided in 2004 resulted primarily from
new borrowings, net of related deferred financing costs, in connection with the
debt refinancing in October 2003.


                                      -20-
<PAGE>

On October 31, 2003, we entered into debt refinancing arrangements with LLCP and
Pleasant Street. We issued to LLCP a second amended and restated secured senior
subordinated note due October 31, 2006 in the stated principal amount of
$28,858,000. The note has a base interest rate of 13.5%, subject to increase
upon the occurrence of any interest rate event, as defined in the purchase
documents, or event of default, and a maturity date of October 31, 2006.

Pleasant Street has made two term loans to us. The senior Term A Loan, in the
principal amount of $17,800,000, has an annual interest rate on the in-formula
portion of 5.5%. The $5,000,000 Term B Loan amortizes monthly and carries a base
interest rate of 12%. The balance of the Term B Loan has been reduced to
$4,514,000 at June 27, 2004. The interest rates on the Term A Loan and Term B
Loan are subject to increase upon the occurrence of any interest rate event, as
defined in the loan documents, or event of default as provided in the notes that
evidence those loans. The Term A Loan and the Term B Loan mature on October 31,
2006. The prepayment terms of the Term A Loan and the Term B Loan provide, among
other things, that we will make mandatory prepayments of annual excess cash
flow, if any.

The October 31, 2003 debt refinancing has been recorded as a debt
extinguishment. Accordingly, unamortized costs associated with the LLCP and
Pleasant Street debt that existed at October 31, 2003, along with new amendment
fees paid to LLCP and Pleasant Street, were expensed on October 31, 2003. The
unamortized costs included original issue debt discounts of $809,635,
unamortized financing fees and expenses of $1,173,519 and unamortized cost of
warrants issued to LLCP in September 2002 of $575,220. The total expense
recognized in connection with the October 31, 2003 debt extinguishment,
including the amendment fees of $184,800 and $35,200, amounted to $2,778,374.

We did not meet the level "A" fixed charges requirement at June 27, 2004, which
has triggered an interest rate event. However, we did meet the level "B" fixed
charges requirement and therefore, no event of default, as defined in the loan
documents, has occurred. We did meet all of its other level "A" requirements,
including the EBITDA requirement. The level "A" fixed charges requirement was
not met because of management's decision to make a capital expenditure in the
third quarter of fiscal 2004. The capital expenditure was made to secure cost
savings and to meet the production requirements of a significant customer. As a
result of the interest rate event, interest rates rose on June 28, 2004 from
5.5% to 7.5% on the in-formula portion of the Term A Loan, from 12% to 14% on
the Term B Loan, and from 13.5% to 15.5% on the senior subordinated note. The
fixed charges covenant is measured quarterly, and the higher interest rates will
remain in effect until the end of the first full quarter in which we meet the
fixed charges requirement.

We believe, based upon forecasted performance for the fourth quarter of fiscal
year 2004, that it is probable that we will remain in compliance with all of our
revised financial and other covenant requirements through September 26, 2004.
Accordingly, based upon projected covenant compliance through June 26, 2005, and
as a result of the refinancing of the obligations described above, all principal
amounts payable to LLCP and to Pleasant Street, other than currently scheduled
principal payments, have been classified as long-term liabilities in the
accompanying condensed balance sheet as of June 27, 2004. In the future, our
failure to achieve certain revenue, expense and profitability levels could
result in a violation of the amended financial covenants under our financing
arrangements and could result in acceleration of maturity of the loans, which
could adversely affect our financial condition, results of operations or cash
flows.


                                      -21-
<PAGE>

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 June 27, 2004:

<TABLE>
                                                              Payments Due By Period
                                       -------------------------------------------------------------------------
                                                       Remainder of                                 More than
                                           Total       Fiscal Year     2-3 Years      4-5 Years      5 Years
                                       -------------  -------------  -------------  -------------  -------------
<S>                                     <C>           <C>            <C>            <C>            <C>
         Debt maturities                $ 51,291,193  $     221,280  $   1,773,043  $  49,296,870  $          --

         Other contractual
            obligations                   12,819,069        589,228      3,660,956      2,083,096      6,485,789

         Open purchase orders              6,558,358      6,558,358             --             --             --
                                       -------------  -------------  -------------  -------------  -------------
         Total contractual
            obligations                $ 70,668,620   $   7,368,866  $   5,433,999  $  51,379,966  $   6,485,789
                                       =============  =============  =============  =============  =============
</TABLE>

The October 31, 2003 debt refinancing is the only material change, outside of
the ordinary course of business, in the contractual obligations summarized
above, since September 28, 2003.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk - Obligations. We are currently subject to interest rate risk
on variable interest rate obligations. A hypothetical 10% increase in average
market interest rates would increase annual interest expense on currently
outstanding debt by approximately $114,000. We are also subject to interest rate
risk on our fixed interest rate obligations. Based upon outstanding amounts of
fixed rate obligations as of June 27, 2004, a hypothetical 10% decrease in
average market interest rates would increase the fair value of outstanding fixed
rate debt by approximately $354,000.

We do not own, nor do we have an interest in, any other market risk sensitive
instruments.

ITEM 4. CONTROLS AND PROCEDURES

Our management, including our Chief Executive Officer and Chief Financial
Officer (our principal executive officer and principal financial officer,
respectively) has concluded, based on its evaluation as of June 27, 2004, that
the design and operation of our "disclosure controls and procedures" (as defined
in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended
("Exchange Act")) are effective to ensure that information required to be
disclosed by us in the reports filed or submitted under the Exchange Act is
accumulated, recorded, processed, summarized and reported to management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding whether or not disclosure is
required.

During the quarter ended June 27, 2004, there were no changes in our "internal
controls 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 controls over financial reporting.



                                      -22-
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

From time to time, we are involved in various lawsuits, claims and proceedings
related to the conduct of our business. Our management does not believe that the
disposition of any pending claims is likely to adversely affect our financial
condition, results of operations or cash flows.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

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

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

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

         *        Filed herewith

(b)      Reports on Form 8-K - No reports on Form 8-K were filed during the
         quarter ended June 27, 2004.


                                      -23-
<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:    August 9, 2004                            By: /s/  James Rudis
                                                       -------------------------
                                                       James Rudis
                                                       Chairman, President and
                                                       Chief Executive Officer



Date:    August 9, 2004                            By: /s/ John L. Steinbrun
                                                       -------------------------
                                                       John L. Steinbrun
                                                       Senior Vice President and
                                                       Chief Financial Officer



                                      -24-
<PAGE>


                  EXHIBITS FILED WITH THIS REPORT ON FORM 10-Q



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

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

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




                                      -25-