<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-K

    FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

     (Mark One)
         [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended
                  September 26, 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                          (I.R.S. Employer
   incorporation or organization)                        Identification Number)

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


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

           Securities registered pursuant to Section 12(b) of the Act:


      Title of each class              Name of each exchange on which registered
      -------------------              -----------------------------------------

 Common Stock, par value $0.01                  American Stock Exchange


        Securities registered pursuant to Section 12(g) of the Act: None

     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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

<PAGE>

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]

     The aggregate market value of voting common equity held by non-affiliates
of the registrant, based on the closing price of such stock on March 26, 2004,
which was the last business day of the registrant's second fiscal quarter ended
March 28, 2004 (based on the closing price on such date on the American Stock
Exchange) was approximately $8.5 million. For purposes of this computation, all
executive officers, directors and 10% beneficial owners of the registrant are
deemed to be affiliates. Such determination should not be deemed an admission
that such executive officers, directors and 10% beneficial owners are
affiliates. The registrant has no non-voting common equity.

     There were 14,805,556 shares of common stock, par value $0.01, outstanding
as of December 23, 2004.

     Documents Incorporated By Reference: None

<PAGE>

<TABLE>
                                              TABLE OF CONTENTS

<S>                   <C>                                                                                <C>
PART I
     Item 1           Business                                                                            1
     Item 2           Properties                                                                          2
     Item 3           Legal Proceedings                                                                   3
     Item 4           Submission of Matters to a Vote of Security Holders                                 3

PART II

     Item 5           Market for Registrant's Common Stock, Related Stockholder Matters and
                      Issuer Purchases of Equity Securities                                               4
     Item 6           Selected Financial Data                                                             5
     Item 7           Management's Discussion and Analysis of Financial Condition and Results
                      of Operations                                                                       6
     Item 7A          Quantitative and Qualitative Disclosures About Market Risk                         18
     Item 8           Financial Statements and Supplementary Data                                        19
     Item 9           Changes in and Disagreements With Accountants on Accounting and
                      Financial Disclosure                                                               19
     Item 9A          Controls and Procedures                                                            19
     Item 9B          Other Information                                                                  19

PART III

     Item 10          Directors and Executive Officers of the Registrant                                 20
     Item 11          Executive Compensation                                                             25
     Item 12          Security Ownership of Certain Beneficial Owners and Management and
                      Related Stockholder Matters                                                        30
     Item 13          Certain Relationships and Related Transactions                                     32
     Item 14          Principal Accountant Fees and Services                                             33

PART IV

     Item 15          Exhibits, Financial Statement Schedules, and Reports on Form 8-K                   34

SIGNATURES                                                                                               41


                                                     i
</TABLE>
<PAGE>

                                     PART I

ITEM 1.  BUSINESS
         --------

HISTORY

     Overhill Farms, Inc. was formed in 1995 as a Nevada corporation. We sell
our products nationwide, and our headquarters are located in Vernon, California.

     We were a 99% owned subsidiary of TreeCon Resources, Inc., formerly known
as Polyphase Corporation and Overhill Corporation, until the completion of the
spin-off in October 2002. In the spin-off, TreeCon Resources distributed all of
the outstanding shares of our common stock that it owned to the holders of
record of TreeCon Resources common stock as of the close of business on
September 30, 2002.

PRODUCTS AND SERVICES

     We are a value-added manufacturer of quality frozen food products including
entrees, plated meals, meal components, soups, sauces, poultry, meat and fish
specialties. We provide custom prepared foods to a number of prominent customers
such as Panda Restaurant Group, Jenny Craig Products, American Airlines and
Safeway.

SALES AND MARKETING

     We market our products through an internal sales force and outside food
brokers. Historically, we have served airlines, foodservice and retail
(including weight loss) customers.

     A significant portion of our total net revenues for the fiscal year ended
September 26, 2004 was derived from three customers. Panda Restaurant Group
represented approximately 29% of total net revenues. Jenny Craig Products
represented approximately 18% of total net revenues. American Airlines
represented approximately 10% of total net revenues. Although our relationships
with these customers, which in many cases are long-term, continue to remain
strong, there can be no assurance that these relationships will continue. When
possible, we make an effort to sign multi-year supply agreements with our major
customers. It is our objective to continue to reduce our reliance on a small
concentration of accounts by further expansion into custom products for retail
and foodservice customers nationwide.

MANUFACTURING AND SOURCING

     Our manufacturing operations are located in two facilities in Vernon,
California. This is the result of a consolidation of most of our manufacturing,
together with all of our home office, warehousing, product development,
marketing and quality control facilities into a new facility in 2003. We have
recently completed the implementation of programs to improve manufacturing
efficiencies, including the consolidation of facilities and the addition of
equipment to improve freezing capabilities and to automate some operations. In
order to consolidate operations, we entered, in January 2002, into a new lease
for a facility in Vernon, California, and we closed four facilities, two
facilities in the San Diego area, and two of our Los Angeles area facilities,
and consolidated these operations and certain related personnel into our new
facility.

     Our ability to economically produce large quantities of our products while
maintaining a high degree of quality depends on our ability to procure raw
materials on a reasonable basis. We rely on a few large suppliers for our
poultry products and purchase the remaining raw materials from suppliers in the
open market. We do not anticipate any particular difficulty in acquiring these
materials in the future. We store raw materials, packaging for production and
finished goods on-site or in public frozen food storage facilities until
shipment.

BACKLOG

     We typically deliver products directly from finished goods inventory. As a
result, we do not maintain a large backlog of unfilled purchase orders. While at
any given time there may be a small backlog of orders, our backlog is not


                                       1
<PAGE>

material in relation to total revenues, nor is it necessarily indicative of
trends in our business. Some orders are subject to changes in quantities or to
cancellation with 30 days' notice without penalties to customers.

COMPETITION

     Our food products, consisting primarily of poultry, pasta, beef and
assorted related products, compete with products produced by numerous regional
and national firms. Many of these companies are divisions of larger fully
integrated companies such as Tyson Foods and ConAgra, which may have greater
financial, technical, human and marketing resources than we have. Competition is
intense with most firms producing similar products for the foodservice and
retail industries. Competitive factors include price, product quality,
flexibility, product development, customer service and, on a retail basis, name
recognition. We are competitive in this market by our ability to produce
mid-sized/custom product runs, within a short time frame and on a cost effective
basis.

PRODUCT DEVELOPMENT AND MARKETING

     We maintain a comprehensive, fully staffed test kitchen that formulates
recipes and upgrades specific products for current customers and establishes
production and quality standards. We develop products based upon either
customers' specifications, conventional recipes or new product developments. We
are continuously developing recipes as customers' tastes and client requirements
change. We also maintain a quality control department for testing and quality
control.

INTELLECTUAL PROPERTY

     We have registered the trademark "Overhill Farms," among others, in the
United States Patent and Trademark Office, and previously acquired other
trademarks including, among others, "Chicago Brothers" and "Florence Pasta and
Cheese." We currently sell products under the "Chicago Brothers" label into
retail stores.

EMPLOYEES

     Our total hourly and salaried workforce consisted of approximately 804
employees at September 26, 2004. Most of our operations are labor intensive,
generally requiring semi-skilled employees. The manufacturing employees are
unionized with United Food & Commercial Workers Union, Local 770 under a
three-year contract expiring February 28, 2005. We believe our relations with
the union to be good.

REGULATION

     Food manufacturers are subject to strict government regulation,
particularly in the health and environmental areas, by the United States
Department of Agriculture, also called the "USDA," the Food and Drug
Administration, or the "FDA," Occupational Safety and Health Administration, or
"OSHA," and the Environmental Protection Agency, or the "EPA." Our food
processing facilities are subject to on-site examination, inspection and
regulation by the USDA. Compliance with the current applicable federal, state
and local environmental regulations has not, and we do not believe that in the
future such compliance will, adversely affect our financial position, results of
operations or competitive position. To date, we have never been required to
recall any of our products. Since 1997, we have used a Hazard Analysis Critical
Point Plan to ensure proper handling of all food items.

ITEM 2.  PROPERTIES
         ----------

     We lease two manufacturing facilities in the Los Angeles, California area.
In January 2002, we entered into a ten-year lease, with an option for a
five-year renewal, for a 147,210 square-foot facility in Vernon, California,
which we have expanded to 170,000 square feet by constructing a mezzanine. We
have consolidated most of our home office, manufacturing and warehousing,
product development, and marketing and quality control facilities into this
single location. Management believes that now that our consolidation plan has
been fully implemented, we should expect to achieve further operating
efficiencies. Plant No. 2, a 49,000 square-foot manufacturing facility also
located in Vernon, is the only previously operating facility that we continue to
utilize. As part of the consolidation plan in April 2003, we closed our two
facilities in San Diego, California and two of our Los Angeles area facilities,
Plant No. 1 and Plant No. 3, and consolidated these operations and certain
employees into our new Vernon, California facility. Plant No. 1 was located in


                                       2
<PAGE>

Inglewood, California and had 39,000 square feet of manufacturing area, and
Plant No. 3 was located in Vernon, California and had 27,000 square feet of
manufacturing area. In addition to the manufacturing facilities, we also closed
one leased warehouse facility in Inglewood, California, which consisted of
combined dry goods and frozen storage of 19,800 square feet. We lease on a
month-to-month basis 7,620 square feet of dry goods storage, in Huntington Park,
California. Our Chicago Brothers operations were previously conducted in leased
facilities in San Diego, California and consisted of a 33,300 square-foot
manufacturing facility and a 9,400 square-foot warehouse and administration
facility. We believe that our new primary facility is adequate to meet our
requirements for the foreseeable future. However, as our sales of cooked protein
grow, it may become necessary to augment the cooking capacity that we now have
at Plant No. 2.

ITEM 3.  LEGAL PROCEEDINGS
         -----------------

     From time to time, 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 adversely affect our
financial condition, results of operations, or cash flows.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ---------------------------------------------------

     None.


                                       3
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK, RELATED STOCKHOLDER MATTERS
         ---------------------------------------------------------------------
         AND ISSUER PURCHASES OF EQUITY SECURITIES
         -----------------------------------------

MARKET INFORMATION, HOLDERS AND DIVIDENDS

     Our common stock has traded on the American Stock Exchange ("Amex") under
the symbol "OFI" since November 1, 2002. At December 22, 2004, we had 181
stockholders of record. The following table sets forth the range of high and low
sales prices for our common stock on Amex for the periods indicated:

<TABLE>
<S>                                                  <C>                                <C>
              FISCAL 2003                               HIGH                                 LOW
              -----------                            -----------                        ------------
         Period from November 1, 2002
              to December 29, 2002                   $     2.06                         $     1.50

         Second Quarter from December 30, 2002
              to March 30, 2003                      $     1.65                         $     0.55

         Third Quarter from March 31, 2003
              to June 29, 2003                       $     0.85                         $     0.33

         Fourth Quarter from June 30, 2003
              to September 28, 2003                  $     1.15                         $     0.49

              FISCAL 2004
              -----------
         First Quarter from September 29, 2003
              to December 28, 2003                   $      0.76                        $      0.50

         Second Quarter from December 29, 2003
              to March 28, 2004                      $      1.75                        $      0.50

         Third Quarter from March 29, 2004
              to June 27, 2004                       $      1.55                        $      1.00

         Fourth Quarter from June 28, 2004
              to September 26, 2004                  $      1.36                        $      0.98
</TABLE>

     We have never paid cash dividends on our common stock. We currently
anticipate that no cash dividends will be paid on our common stock in the
foreseeable future in order to conserve cash for use in our businesses. Our
board of directors will periodically re-evaluate this dividend policy taking
into account our operating results, capital needs, the terms of our financing
arrangements and other factors. Our current financing arrangements prohibit us
from paying dividends.

RECENT SALES OF UNREGISTERED SECURITIES

     None.


                                       4
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA
         -----------------------

     The following table sets forth selected historical financial data of
Overhill Farms, Inc. The selected financial data as of and for each of the last
five fiscal years has been derived from the financial statements of Overhill
Farms, Inc., which have been audited by Ernst & Young LLP, independent
registered public accounting firm.

     Before the spin-off that occurred in October 2002, we operated as part of
TreeCon Resources. Because the prior year data for fiscal years 2002, 2001 and
2000 reflect periods during which we did not operate as an independent public
company, the data may not reflect the results of operations or the financial
position that would have resulted if we had operated as a separate, independent
public company throughout each of the periods shown. In addition, the data may
not necessarily be indicative of our future results of operations or financial
position. The historical data should be read in conjunction with sections
entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the financial statements and the related notes
included elsewhere in this Form 10-K.

<TABLE>
                                                            FISCAL YEAR ENDED
                           ---------------------------------------------------------------------------------
STATEMENT OF OPERATIONS       SEPTEMBER 26,    SEPTEMBER 28,   SEPTEMBER 29,    SEPTEMBER 30,   OCTOBER 1,
DATA                              2004             2003            2002            2001            2000
                                  ----             ----            ----            ----            ----
(IN THOUSANDS, EXCEPT
 PER SHARE DATA):
<S>                              <C>              <C>             <C>              <C>              <C>
Net revenues                     $133,957         $136,950        $138,901         $162,275         $145,875
Operating income (a)                6,276            1,856           7,298            9,483           10,813

(Loss) income before
   extraordinary items (a)        (2,142)          (6,422)           1,030            2,242            3,331
Net (loss) income (a)             (2,142)          (6,422)           1,030            2,242            2,492

Net (loss) income per
   share - Basic (a) (b)          $(0.14)          $(0.53)           $0.11            $0.24           $0.27

Net (loss) income per
   share - Diluted (a) (b)        $(0.14)          $(0.53)           $0.09            $0.20           $0.22

<CAPTION>

                                                         AS OF FISCAL YEAR ENDED
                           ------------------------------------------------------------------------------------
BALANCE SHEET DATA           SEPTEMBER 26,    SEPTEMBER 28,   SEPTEMBER 29,    SEPTEMBER 30,     OCTOBER 1,
 (IN THOUSANDS)                   2004             2003            2002            2001            2000
                                  ----             ----            ----            ----            ----
<S>                                <C>            <C>              <C>              <C>             <C>
Total assets                       $59,550        $56,182          $59,018          $54,207         $57,946
Long-term debt                      47,775         44,950           36,242           32,951          40,860
Total liabilities                   62,031         56,521           53,666           50,743          57,602
Retained (deficit)
 earnings (c)                      (12,203)       (10,061)           7,842            6,812           4,570
Stockholders' (deficit)
 equity                             (2,481)          (339)           5,352            3,464             344
</TABLE>

(a) We adopted SFAS No. 142, "Goodwill and Other Intangible Assets" effective
October 1, 2001 and, accordingly, ceased amortization of goodwill. Had we been
accounting for goodwill under SFAS No. 142 for all periods presented, operating
income would have increased by $850,000 in fiscal 2001 and $650,000 in fiscal
2000; income before extraordinary items would have increased by $548,000 in
fiscal 2001 and $429,000 in fiscal 2000; and net income (loss) would have
increased by $548,000 ($0.06 per basic share and $0.05 per diluted share) in
fiscal 2001 and $429,000 ($0.05 per basic share and $0.04 per diluted share) in
fiscal 2000.

(b) Per share data for all periods presented has been retroactively adjusted for
the 12,010-shares-for-1 stock split declared by our board of directors in
October 2002 in connection with the spin-off transaction.

(c) The decline in retained earnings (deficit) from September 29, 2002 to
September 28, 2003 of $17,903,000 includes the fiscal year 2003 net loss of
$6,422,000 and the offset against retained earnings (deficit) of the net
receivable due from TreeCon Resources, our former parent, in the amount of
$11,481,000.


                                       5
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         -----------------------------------------------------------------------
         OF OPERATIONS
         -------------

OVERVIEW

     We are a value-added manufacturer of quality frozen food products including
entrees, plated meals, meal components, soups, sauces, poultry, meat and fish
specialties. We provide custom prepared foods to a number of prominent customers
such as Panda Restaurant Group and Jenny Craig Products, and several domestic
airlines. We manufacture products in the retail (including weight loss),
foodservice and airline industries with branded and private label entrees and
components.

     We were a 99% owned subsidiary of TreeCon Resources, Inc. (formerly known
as Polyphase Corporation and Overhill Corporation) until the completion of our
spin-off in October 2002. Our goal 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.

     Our net revenues declined an aggregate of 3.6% over the last two fiscal
years. Net revenues declined 1.4% for the fiscal year ended September 28, 2003
as compared to the fiscal year ended September 29, 2002. A 16.7% reduction in
net revenues from airline customers due to the events of September 11, 2001 was
largely offset by a 6.7% increase in foodservice net revenues and a 1.1%
increase in net revenues from retail sales (including weight loss) for the
fiscal year ended September 28, 2003 as compared to the fiscal year ended
September 29, 2002. We experienced a 2.2% decline in net revenues for the fiscal
year ended September 26, 2004 as compared to the fiscal year ended September 28,
2003. The decline in net revenues during fiscal year 2004 was attributable to a
4.3% decline in retail sales (including weight loss) and decreases in sales of
approximately 1.0% to each of our airlines and foodservice customers. However,
during the second half of the fiscal year ended September 26, 2004, we added six
new retail customers and two new foodservice customers and achieved revenue
growth from these new accounts and from existing accounts in all of our business
areas. We expect future sales growth to be driven primarily by the retail and
foodservice areas.

     Our gross profit declined during fiscal year 2003 but then increased during
fiscal year 2004. The 19.1% decline in gross profit and 74.6% decrease in
operating income for the fiscal year ended September 28, 2003 as compared to the
fiscal year ended September 29, 2002 was due to manufacturing-related
inefficiencies experienced with the start-up of our new production facility as
well as the costs of moving our operations into the new plant. The 19.8%
increase in gross profit and 238.1% increase in operating income in the fiscal
year ended September 26, 2004 as compared to the fiscal year ended September 28,
2003 were due to operating efficiencies resulting from our new production
facility and the benefits of the plant consolidation. We expect further
improvement in our operating results from additional manufacturing efficiencies.

     Our operating income declined during fiscal year 2003 but then increased
during fiscal year 2004. The reduction in operating income for the fiscal year
ended September 28, 2003 as compared to the fiscal year ended September 29, 2002
was due in part to a 35.2% increase in selling, general and administrative
expenses (SG&A) resulting from increased professional fees, bad debt expense and
new product demonstration costs. The increase in operating income for the fiscal
year ended September 26, 2004 as compared to the fiscal year ended September 28,
2003 was also due in part to a 20.3% decline in SG&A resulting from reductions
in salaries and bad debt expense. We continue to look for opportunities to
further reduce SG&A expenses as a percentage of net revenues.


                                       6
<PAGE>

RESULTS OF OPERATIONS

     The tables presented below, which compare our results of operations from
one period to another, present the results for each period, the change in those
results from one period to another in both dollars and percentage change and the
results for each period as a percentage of net revenues. The columns present the
following.

         First two data columns in each table show the absolute results for each
period presented.

         Columns entitled "Dollar Variance" and "Percentage Variance" show the
change in results, both in dollars and percentages. These two columns show
favorable changes as positives and unfavorable changes as negatives. For
example, when our net revenues increase from one period to the next, that change
is shown as a positive number in both columns. Conversely, when expenses
increase from one period to the next, that change is shown as a negative in both
columns.

         Last two columns in each table show the results for each period as a
percentage of net revenues.

<TABLE>
FISCAL YEAR ENDED SEPTEMBER 26, 2004 COMPARED TO FISCAL YEAR ENDED SEPTEMBER 28, 2003

                                                                                                 RESULTS AS A PERCENTAGE OF
                                                                   DOLLAR         PERCENTAGE    NET REVENUES FOR THE FISCAL
                                      FISCAL YEAR ENDED           VARIANCE         VARIANCE              YEAR ENDED
                                      -----------------           --------         --------     ---------------------------
                                 SEPTEMBER 26,  SEPTEMBER 28,     FAVORABLE       FAVORABLE     SEPTEMBER 26,  SEPTEMBER 28,
                                     2004           2003        (UNFAVORABLE)  ( UNFAVORABLE)       2004           2003
                                 -------------  -------------   -------------  - ------------   -------------  -------------
                                        (IN THOUSANDS)                  (IN THOUSANDS)

<S>                               <C>              <C>              <C>                 <C>          <C>           <C>
  Net revenues                    $ 133,957        $ 136,950        $  (2,993)          (2.2)%       100.0%        100.0%

  Cost of sales                     119,646          125,008            5,362            4.3         (89.3)        (91.3)
                                  ----------       ----------       ----------       ---------     ---------     ---------

  Gross profit                       14,311           11,942            2,369           19.8          10.7           8.7

  Selling, general and
    administrative expenses           8,036           10,086            2,050           20.3          (6.0)         (7.4)
                                  ----------       ----------       ----------       ---------     ---------     ---------

  Operating income                    6,275            1,856            4,419          238.1           4.7           1.4

  Other expenses                      9,785           11,631            1,846           15.9          (7.3)         (8.5)
                                  ----------       ----------       ----------       ---------     ---------     ---------

  (Loss) income before
    income taxes                     (3,510)          (9,775)           6,265           64.1          (2.6)         (7.1)

  Income tax (benefit)
    provision                        (1,368)          (3,353)          (1,985)         (59.2)          1.0           2.4
                                  ----------       ----------       ----------       ---------     ---------     ---------

  Net (loss) income               $  (2,142)       $  (6,422)       $   4,280           66.6%         (1.6)%        (4.7)%
                                  ==========       ==========       ==========       =========      =========    =========
</TABLE>

     NET REVENUES. Net revenues for the fiscal year ended September 26, 2004
decreased $2,993,000 (2.2%) to $133,957,000 from $136,950,000 for the fiscal
year ended September 28, 2003. Retail sales, including weight loss, declined
$2,268,000 (4.3%) to $50,351,000 from $52,619,000 for the fiscal year ended
September 28, 2003, attributable to a decrease of market sales by one of our
retail customers. We added, as a customer, a large multi-national food company
during fiscal year 2004, which has the potential to replace most of this lost
volume in the retail area. Retail sales in the first half of fiscal 2004 were
also negatively impacted by the Southern California grocery strike.

     The airline and foodservice sectors experienced modest declines in
revenues. Airline net revenues were $29,196,000 for the fiscal year ended
September 26, 2004 as compared to $29,364,000 for the fiscal year ended
September 28, 2003, a decrease of $168,000. The decline in airline sales of
25.0% in the first half of the fiscal year ended September 26, 2004 compared to
the same period in the previous fiscal year was largely due to the impact of the
events of September 11, 2001 and was almost entirely offset by improvements in
air travel and the addition of new airline customers in the second half of the


                                       7
<PAGE>

fiscal year ended September 26, 2004 as evidenced by a 19.9% increase in net
revenues in the second half of fiscal year 2004 compared to the same period last
year. Foodservice net revenues were $54,410,000 for the fiscal year ended
September 26, 2004 as compared to $54,941,000 for the fiscal year ended
September 28, 2003.

     American Airlines, our largest airline customer, has announced that they
will discontinue free meal service in all coach domestic flights beginning
February 1, 2005. Free meal service will continue for international and domestic
first and business class passengers. Although this change will reduce our sales
to American Airlines, we expect that this reduction in sales will be offset by
additional airline customers and products and increases in other business areas.
Our current customer list includes six new retail customers and two new
foodservice customers added during fiscal 2004. We are expanding our sales force
and further penetrate these areas and increase our sales opportunities.

     GROSS PROFIT. Despite lower revenues, gross profit for the fiscal year
ended September 26, 2004 increased $2,369,000 (19.8%) to $14,311,000 from
$11,942,000 for the fiscal year ended September 28, 2003. Gross profit margin as
a percentage of net revenues increased to 10.7% for the fiscal year ended
September 26, 2004 from 8.7% for the fiscal year ended September 28, 2003.
Margin improvement was attributable to our plant consolidation; specifically,
reductions in operating supplies, rent expense, interplant freight and outside
storage costs which resulted in a 4.3%, or $5,362,000, decline in cost of sales
for the fiscal year ended September 26, 2004 to $119,646,000 from $125,008,000
for the fiscal year ended September 28, 2003.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. SG&A for the fiscal year
ended September 26, 2004 decreased $2,050,000 (20.3%) to $8,036,000 (6.0% of net
revenues) from $10,086,000 (7.4% of net revenues) for the fiscal year ended
September 28, 2003. The decrease in SG&A for the fiscal year resulted primarily
from reductions in salaries, the reduced requirement for point-of-sale product
demonstration and promotional activity and decreases in the provision for bad
debts.

     OPERATING INCOME. Operating income increased $4,419,000 (238.1%) to
$6,275,000 for the fiscal year ended September 26, 2004 from $1,856,000 for the
fiscal year ended September 26, 2003. The increase in operating income was the
result of improvements in gross margins and SG&A as noted above.

     OTHER EXPENSES. Other expenses for the fiscal year ended September 26,
2004, which consisted primarily of various financing-related charges, decreased
$1,846,000 (15.9%) to $9,785,000 from $11,631,000 for the fiscal year ended
September 28, 2003. This decrease is due to a $3,034,000 decline in amortization
of deferred financing costs to $505,000 for fiscal year 2004 from $3,539,000 for
fiscal year 2003. The amortization expense for fiscal year 2003 included the
amortization of costs related to previous financing arrangements. Additionally,
interest expense decreased $652,000 to $6,359,000 from $7,011,000 for the fiscal
year ended September 28, 2003. All remaining costs associated with previous
financing arrangements were written off as debt extinguishment expense as part
of the October 2003 refinancing. Approximately $707,000 of the decline in other
expenses was attributable to accruals recorded in 2003 estimated for the cost of
refurbishing the San Diego facility, which was vacated upon expiration of the
lease.

     We expect to improve on our current operating results, and return to
profitable operations, primarily through (a) improved gross margins achieved by
streamlining additional costs and continuing to leverage our consolidated
manufacturing and storage facilities to improve manufacturing efficiency, (b)
growing revenues from profitable product lines, (c) adding higher-margin
products and (d) maintaining reduced future interest costs on outstanding debt.
As discussed in "Risk Factors to Our Business and Industry," included elsewhere
herein, we may be unable to improve our operating results if we suffer a decline
in our manufacturing efficiency, the loss of major customers, declines in air
travel, adverse changes in our operating costs or raw materials costs or other
adverse changes to our business.


                                       8
<PAGE>

<TABLE>
FISCAL YEAR ENDED SEPTEMBER 28, 2003 COMPARED TO FISCAL YEAR ENDED SEPTEMBER 29, 2002

                                                                                                 RESULTS AS A PERCENTAGE OF
                                                                   DOLLAR         PERCENTAGE    NET REVENUES FOR THE FISCAL
                                      FISCAL YEAR ENDED           VARIANCE         VARIANCE              YEAR ENDED
                                      -----------------           --------         --------     ---------------------------
                                 SEPTEMBER 28,  SEPTEMBER 29,     FAVORABLE       FAVORABLE     SEPTEMBER 28,  SEPTEMBER 29,
                                     2003           2002        (UNFAVORABLE)  ( UNFAVORABLE)       2003           2002
                                 -------------  -------------   -------------  - ------------   -------------  -------------
                                        (IN THOUSANDS)                  (IN THOUSANDS)

<S>                                 <C>            <C>           <C>                <C>             <C>             <C>
    Net revenues                    $ 136,950      $ 138,901     $  (1,951)           (1.4)%        100.0%          100.0%

    Cost of sales                     125,008        124,141          (867)           (0.7)         (91.3)          (89.4)
                                    ----------     ----------    ----------        ---------      ---------       ---------

    Gross profit                       11,942         14,760        (2,818)          (19.1)           8.7            10.6

    Selling, general and
      administrative expenses          10,086          7,462        (2,624)          (35.2)          (7.4)           (5.4)
                                    ----------     ----------    ----------        ---------      ---------       ---------

    Operating income                    1,856          7,298        (5,442)          (74.6)           1.4             5.3

    Other expenses                     11,631          5,599        (6,032)         (107.7)          (8.5)           (4.0)
                                    ----------     ----------    ----------        ---------      ---------       ---------

    (Loss) income before
      income taxes                     (9,775)         1,699       (11,474)         (675.3)          (7.1)            1.2

    Income tax (benefit)
      provision                        (3,353)           668         4,021           601.9            2.4            (0.5)
                                    ----------     ----------    ----------        ---------      ---------       ---------

    Net (loss) income               $  (6,422)     $   1,031     $  (7,453)         (722.9)%         (4.7)%          (0.7)%
                                    ==========     ==========    ==========        =========      =========       =========
</TABLE>

     NET REVENUES. Net revenues decreased $1,951,000 (1.4%) to $136,950,000 for
the fiscal year ended September 28, 2003 as compared to $138,901,000 for the
fiscal year ended September 29, 2002. The decline in revenue was largely
attributable to a reduction in airline sales of $5,879,000 (16.7%) to
$29,364,000 due to the events of September 11, 2001. Foodservice net revenues
increased $3,430,000 (6.7%) to $54,941,000 from $51,511,000 for the fiscal year
ended September 29, 2002. Retail sales (including weight loss) increased
$550,000 (1.1%) to $52,619,000 from $52,069,000 for the fiscal year ended
September 29, 2002.

     GROSS PROFIT. Gross profit for the fiscal year ended September 28, 2003
decreased $2,818,000 (19.1%) to $11,942,000 from $14,760,000 for the fiscal year
ended September 29, 2002. Gross profit as a percentage of net revenues for the
fiscal year ended September 28, 2003 was 8.7% compared to 10.6% for the prior
fiscal year. The decrease in gross profit as a percentage of net revenues was
due largely to manufacturing-related inefficiencies encountered in connection
with the start-up of our new plant and the cost of moving our manufacturing
operations into the new facility in fiscal year 2003.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. SG&A for the fiscal year
ended September 28, 2003 increased $2,624,000 to $10,086,000 (7.4% of net
revenues) from $7,462,000 (5.4% of net revenues) in the prior fiscal year.
Contributing factors to this increase in SG&A were increases in new product
demonstration costs for our Chicago Brothers brand products for retail
customers, professional fees, including accounting, audit and one-time
consulting fees related to the April 2003 refinancing, compensation and related
costs and bad debt expense due to the bankruptcies of United Airlines and
certain minor customers during 2003.

     OTHER EXPENSES. Other expenses for fiscal year 2003 were $11,631,000 as
compared to $5,599,000 for fiscal year 2002, an increase of $6,032,000 (107.7%).
This increase consisted primarily of a $2,360,000 increase in interest expense
to $7,011,000, due to an increase in borrowings and borrowing rates during the
year primarily related to the April 2003 refinancing, and a $2,890,000 increase
in amortization of deferred financing costs to $3,539,000, related to the
financing costs incurred in the prior year and the bridge financing and the
refinancing of the bank debt during fiscal year 2004. Of the $2,360,000 increase
in interest expense, $1,171,000 was non-cash interest related to the
amortization of the original issue discount from the April 2003 financing. The
original issue discount represents the difference of approximately $1,653,000
between the fair market value of 2,466,759 shares sold to Levine Leichtman
Capital Partners II, L.P. ("LLCP" or "senior subordinated creditor") and the
$0.01 per share purchase price. Another significant component of other expenses
was the $662,000 cost of refurbishing our vacated San Diego facility upon the
expiration of the lease.


                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     Our principal sources of liquidity are cash balances and additional
financing capacity. Our cash and cash equivalents increased $1,095,000 to
$1,609,000 as of September 26, 2004 from $514,000 at September 28, 2003.

     During the fiscal year ended September 26, 2004, our operating activities
resulted in a use of cash of $1,638,000, as compared to cash provided of
$2,312,000 during fiscal year 2003. The use of cash in fiscal year 2004 was
primarily due to a $2,687,000 increase in accounts receivable, an increase of
$169,000 in inventories, an increase in prepaid expenses of $585,000 and a
reduction in accrued expenses of $384,000, reduced by increases in cash that
resulted from an increase of $558,000 in accounts payable and by noncash
expenses exceeding net losses by $1,628,000. As of September 26, 2004, we had
working capital of $13,521,000.

     During the fiscal year ended September 26, 2004, our investing activities,
comprised of capital expenditures and proceeds from sales of property and
equipment, resulted in a net use of cash of approximately $1,065,000, as
compared to $5,797,000 during fiscal year 2003. The prior year additions to
property and equipment related primarily to the consolidation of our operations
into our facility in Vernon, California.

     During the fiscal year ended September 26, 2004, our financing activities
resulted in cash provided of approximately $3,799,000, as compared to cash
provided of $3,991,000 during fiscal year 2003. The cash provided in fiscal year
2004 resulted primarily from new borrowings, net of related deferred financing
costs, in connection with the debt refinancing in October 2003 (as discussed
below), offset by principal payments during the fiscal year on our long-term
debt.

     As of September 28, 2003, our indebtedness to significant lenders consisted
substantially of a secured senior subordinated note payable to LLCP in the
principal amount of $24.658 million and two notes payable to Pleasant Street
Investors, LLC ("PSI"), an affiliate of LLCP, consisting of senior Term A Loan
in the principal amount of $17.0 million and senior Term B Loan in the principal
amount of $5.0 million. On October 31, 2003, we entered into refinancing
arrangements with LLCP and PSI whereby 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 million in exchange for the surrender by LLCP of the
existing $24.658 million senior subordinated note and $4.2 million in additional
cash funds. The replacement note had a base rate of interest that was reduced
from 15% to 13.5%, subject to increase upon the occurrence of an interest rate
event, as defined, or event of default, and an extended maturity date from
October 31, 2003 to October 31, 2006. We paid LLCP amendment and new capital
fees in the aggregate amount of $352,800.

     Also, as part of the October 31, 2003 refinancing, PSI made an additional
term loan to us in the principal amount of $800,000 and surrendered the note
evidencing the existing Term A Loan in exchange for a second amended and
restated senior Term A Loan in the principal amount of $17.8 million. The annual
interest rate on the in-formula portion of the Term A Loan was reduced from 10%
to 5.5%. The annual interest rate on the $5.0 million Term B Loan was reduced
from 15% to 12%. 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,
or event of default as provided in the notes that evidence those loans. The
maturity dates of the Term A Loan and the Term B Loan were extended to October
31, 2006 from November 30, 2003 and January 30, 2004, respectively. The Term B
Loan was modified to be a monthly amortizing term loan. The prepayment terms of
the Term A Loan and the Term B Loan were modified to provide, among other
things, that we would make mandatory prepayments of annual excess cash flow, if
any. We paid PSI amendment and new capital fees in the aggregate amount of
$67,200.

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


                                       10
<PAGE>

     We did not meet the level "A" fixed charges requirement of the securities
purchase agreement with LLCP and the loan and securities agreement with PSI at
June 27, 2004, which triggered an interest rate event, causing interest rates to
increase on all of our debt by 2%. However, we did meet the level "B" fixed
charges requirement and therefore, no event of default, as defined in the
securities purchase and loan documents, occurred. We did meet all of the 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 year 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, effective June 28, 2004, as indicated in the table below.
Except as described below, the fixed charges requirement is measured quarterly,
and increases in interest rates due to an interest rate event remain in effect
until the end of the first full quarter in which we meet the fixed charges
requirement.

     On October 6, 2004, we executed fourth amendments to the existing financing
arrangements with PSI and LLCP to amend the financial covenants and various
other provisions. Effective September 26, 2004, the new amendments to the
securities purchase agreement with LLCP and the loan and securities agreement
with PSI eliminated, for the fiscal quarters ending January 2, 2005 and April 3,
2005, the potential for a 2% increase in our interest rates like the increase
that occurred on June 27, 2004, and reduced the base rate on the Term B Loan
from 12% to LIBOR plus 0.75%. In exchange, we agreed to increase our payment of
principal on the Term B Loan from $69,445 per month to specified monthly amounts
ranging from $254,445 to $274,445. Prior to this amendment, the Term B Loan was
to have a balance of $2.5 million due at maturity of the loan on October 31,
2006. Under this amendment, the Term B Loan will be entirely paid off by January
31, 2006. The increase in cash required for principal repayment is offset, in
part, by savings from the reduction in interest rates.

     The following table summarizes the interest rates on our debt before and
after the September 26, 2004 amendments:

<TABLE>
                                                                     INTEREST RATES
                                   ---------------------------------------------------------------------------------
                      PRINCIPAL      OCT. 31,      JUN. 28,      JUL. 1,      AUG 11,       SEP. 22,
                       BALANCE       2003 TO       2004 TO       2004 TO      2004 TO        2004 TO     EFFECTIVE
                       SEP. 26,      JUN. 27,      JUN. 30,      AUG. 10,     SEP. 21,      SEP. 26,      SEP. 27,
                        2004          2004          2004           2004         2004          2004          2004
                     -----------   -----------   -----------   -----------   -----------   -----------   -----------
<S>                  <C>               <C>           <C>          <C>            <C>          <C>           <C>
Term A Loan
  (In-formula
  portion)           $17,800,000        5.50%        7.50%        7.75%*         8.00%*        8.25%*       6.25%

Term B Loan          $ 4,305,550       12.00%       14.00%       14.00%         14.00%        14.00%        9.39%

November 1999
  Note               $28,858,000       13.50%       15.50%       15.50%         15.50%        15.50%       13.50%
</TABLE>

* Rate increase due to change in Prime Rate

     We believe, based upon forecasted performance, that it is probable that we
will be in compliance with all of our revised financial and other covenant
requirements for the foreseeable future. Accordingly, based upon projected
covenant compliance and as a result of the refinancing of the obligations
described above, all principal amounts payable to LLCP and to PSI, other than
currently scheduled principal payments, have been classified as long-term
liabilities in the accompanying balance sheet as of September 26, 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 interest rate increases and
acceleration of maturity of the loans, which could adversely affect our
financial condition, results of operations or cash flows.


                                       11
<PAGE>

     We believe that funds available to us from operations and existing capital
resources will be adequate for our capital requirements for at the least the
next twelve months. Following is a summary of our contractual obligations at
September 26, 2004:

<TABLE>
                                                                  PAYMENTS DUE BY PERIOD
                                                                  ----------------------
                                                                                                         MORE THAN
                                            TOTAL       WITHIN 1 YEAR     2-3 YEARS      4-5 YEARS        5 YEARS
                                            -----       -------------     ---------      ---------        -------
<S>                                      <C>             <C>             <C>            <C>             <C>
         Debt maturities                 $51,068,671     $ 3,293,187     $47,775,484    $        --     $        --

         Contractual obligations          15,089,388       2,368,129       3,821,679      2,849,816       6,049,764

         Open purchase orders             17,675,251      15,340,451       2,334,800             --              --
                                         ------------    ------------    ------------   ------------    ------------

         Total contractual
            obligations                  $83,833,310     $21,001,767     $53,931,963    $ 2,849,816     $ 6,049,764
</TABLE>

     In January 2002, we entered into a lease for a 170,000 square foot facility
in Vernon, California, and we have consolidated certain of our home office,
manufacturing and warehousing, product development, and marketing and quality
control facilities into this single location. See "Business-Manufacturing and
Sourcing" in Part I, Item 1 of this report.

RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2004, the Financial Accounting Standards Board issued SFAS No.
123 (revised 2004), Share-Based Payment, which addresses the accounting for
employee stock options. SFAS No. 123R eliminates the ability to account for
shared-based compensation transactions using APB 25 and generally would require
instead that such transactions be accounted for using a fair value-based method.
SFAS No. 123R also requires that tax benefits associated with these share-based
payments be classified as financing activities in the statement of cash flow
rather than operating activities as currently permitted. SFAS No. 123R becomes
effective for interim or annual periods beginning after June 15, 2005.
Accordingly, we are required to apply SFAS No. 123R beginning fiscal quarter
ended October 2, 2005. SFAS No. 123R offers alternative methods of adopting this
final rule. At the present time, we have not yet determined which alternative
method we will use.

CRITICAL ACCOUNTING POLICIES

     Management's discussion and analysis of our financial condition and results
of operations are 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 elsewhere in this
report. Management believes the following critical accounting policies are
related to its more significant estimates and assumptions used in the
preparation of our financial statements.

     CONCENTRATIONS OF CREDIT RISK. Our financial instruments that are exposed
to concentrations of credit risk consist primarily of trade receivables. We
perform ongoing credit evaluations of our customers' financial condition and
generally require no collateral from our customers. A bankruptcy or other
significant financial deterioration of any customers could impact their future
ability to satisfy their receivables with us. Our allowance for doubtful
accounts is calculated based primarily upon historical bad debt experience and
current market conditions. Until fiscal 2003, bad debt expense and accounts
receivable write-offs, net of recoveries, historically were immaterial as we
generally transact the substantial portion of our business with large,
established food or service related businesses. For the fiscal years ended
September 26, 2004, September 28, 2003 and September 29, 2002, our write-offs,
net of recoveries, to the allowance for doubtful accounts were approximately
$95,000, $466,000 and $13,000, respectively.


                                       12
<PAGE>

     A significant portion of our total net revenues during the last two fiscal
years was derived from three customers. Panda Restaurant Group, Jenny Craig
Products and American Airlines accounted for approximately 29%, 18% and 10%,
respectively, of our revenues for the fiscal year ended September 26, 2004 and
approximately 18%, 24% and 16%, respectively, of our total accounts receivable
balance at September 26, 2004. Panda Restaurant Group, Jenny Craig Products and
American Airlines accounted for approximately 24%, 18% and 8%, respectively, of
our revenues for the fiscal year ended September 28, 2003 and approximately 14%,
26% and 18%, respectively, of our total accounts receivable balance at September
28, 2003. We intend to reduce our reliance on a small concentration of accounts
by further expansion into custom products for retail and foodservice customers
nationwide.

     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. We evaluate the
excess of cost over fair value of net assets acquired (goodwill) at least
annually for impairment in accordance with SFAS No. 142. We have one reporting
unit and estimate fair value based on a variety of market factors, including
discounted cash flow analysis, market capitalization, and other market-based
data. No impairment of goodwill was recorded during fiscal year 2004. At
September 26, 2004, 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. For the one-month period from September 30, 2002 to October
29, 2002, the effective date of the spin-off, and for all fiscal years up to and
including September 29, 2002, we were included in the consolidated federal tax
return of our former parent and provided for federal taxes on a separate company
basis in accordance with SFAS No. 109, "Accounting for Income Taxes."
Historically, with respect to state income taxes, primarily in California, we
were able to reduce our tax liability by offsetting otherwise taxable income
with other losses under the parent entity. On a separate company basis, we would
have had an effective state tax rate of approximately 6%. For periods following
the completion of the spin-off, our tax returns are filed on a stand-alone
basis.

     Due to operating losses for the year ended September 26, 2004, we
recognized an income tax benefit of $1.4 million and recorded an increase in our
deferred tax asset to approximately $4.6 million on our accompanying balance
sheet as of September 26, 2004. We have recorded a $425,000 valuation allowance
against a portion of our deferred tax assets, since we believe that such assets
did not meet the more likely than not criteria to be recoverable through
projected future profitable operations in the foreseeable future. Should our
estimates of future taxable income decline, we may not realize some or all of
our remaining deferred tax assets, and we could be required to record a larger
valuation allowance against some or all of those assets, which would result in a
charge to operations.

FORWARD-LOOKING STATEMENTS

     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


                                       13
<PAGE>

conditions, which include words such as "expects," "anticipates," "intends,"
"plans," "believes," "estimates," "projects," "forecasts," or similar
expressions. In addition, any statements concerning future financial performance
(including future revenues, earnings or growth rates), ongoing business
strategies or prospects, and possible future company actions, which may be
provided by management, are also forward-looking statements. We caution that
these statements by their nature involve risks and uncertainties, and actual
results may differ materially depending on a variety of important factors,
including, among others:

          o    the impact of competitive products and pricing;

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

          o    changes in our business environment, including actions of
               competitors and changes in customer preferences, as well as
               disruptions to our customers' businesses, such as the Southern
               California grocery strike that occurred during the period from
               October 2003 to 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; and

          o    other factors as may be discussed in this report, including those
               factors described under "Risk Factors Related to Our Business and
               Industry," and other reports we file with the Securities and
               Exchange Commission.

RISK FACTORS RELATED TO OUR BUSINESS AND INDUSTRY

OUR ABILITY TO COMPETE EFFECTIVELY IN THE HIGHLY COMPETITIVE FOOD INDUSTRY MAY
AFFECT OUR OPERATIONAL PERFORMANCE AND FINANCIAL RESULTS.

     The food industry is highly competitive, and our continued success depends
in part on our ability to be an efficient producer in a highly competitive
industry. We face competition in all of our markets from large, national
companies and smaller, regional operators. Some of our competitors, including
other diversified food companies, are larger and may have greater financial
resources than we do. From time to time we experience price pressure in certain
of our markets as a result of competitors' promotional pricing practices as well
as market conditions generally. Our ability to reduce costs is limited to the
extent efficiencies have already been achieved. Our failure to reduce costs
through productivity gains would weaken our competitive position. Competition is
based on product quality, distribution effectiveness, brand loyalty, price,
effective promotional activities and the ability to identify and satisfy
emerging consumer preferences. We may not be able to effectively compete with
these larger, more diversified companies.

THE LOSS OR CONSOLIDATION OF ANY OF OUR KEY CUSTOMERS COULD ADVERSELY AFFECT OUR
FINANCIAL RESULTS BY DECREASING OUR EXISTING SALES OPPORTUNITIES AND PRICES AND
INCREASING OUR MARKETING AND PROMOTIONAL EXPENSES.

     The largest purchasers of our products, Panda Restaurant Group and Jenny
Craig Products and American Airlines, accounted for approximately 29%, 18% and
10%, respectively, of our total net revenues during the fiscal year ended
September 26, 2004. We expect that our sales to these customers will continue to
constitute a significant percentage of our net revenues. The loss of any of
these customers as an outlet for our products could adversely affect our
competitive position and operating results.

     In addition, the acquisition of one of our customers by a third party could
adversely affect our financial results if the resulting company chose to
terminate their relationship with us and purchase products from our competitors.
Additionally, if our customers consolidate and grow larger, our customers may
demand lower pricing and more favorable terms. Further, these customers may
reduce inventories and increase their use of other suppliers. If we fail to use
our sales, marketing and manufacturing expertise to respond to these trends, our
sales volume could be impacted or we may need to lower our prices or increase
promotional support of our products, any of which would adversely affect our
profitability.


                                       14
<PAGE>

FUTURE DECLINES IN AIR TRAVEL MAY ADVERSELY AFFECT OUR REVENUES, COSTS AND
COLLECTIONS.

     We derive a significant portion of our business from the airline industry.
In fiscal year 2004, sales to airline customers were approximately $29.2
million, or 21.8% of total net revenues, as compared to sales of $29.4 million
in fiscal year 2003 and $35.2 million in fiscal year 2002, representing 21.4%
and 25.4% of total net revenues in fiscal years 2003 and 2002, respectively.
Additionally, accounts receivable from airline-related customers accounted for
approximately 33.3% and 32.5% of the total accounts receivable balance at
September 26, 2004 and September 28, 2003, respectively. The events of September
11, 2001 significantly reduced our sales to airline customers during fiscal
years 2002 and 2003 and in the first half of fiscal year 2004. While we
experienced growth in airline sales during the second half of fiscal year 2004
and we expect a decline in sales to one of these customers in early fiscal year
2005 as discussed elsewhere in this report, the ongoing effect of these events
on the airline industry, airline revenues, and on our business in particular, or
the impact of a future occurrence of a similar event, cannot be accurately
determined and could further adversely affect our financial position, results of
operations or cash flows by, among other things, decreasing our sales to and
making it more difficult to collect receivables from airline customers.

WE ARE SUBJECT TO COST FLUCTUATIONS IN OUR OPERATIONS THAT MAY ADVERSELY AFFECT
OUR PROFITABILITY.

     Our business operations may experience operating cost volatility caused by
external conditions, market fluctuations and changes in governmental policies.
Any substantial fluctuation in our manufacturing or operating costs, if not
offset by product price increases, hedging activities or improved efficiencies,
may adversely affect our operating performance, business and financial
condition.

WE ARE A MAJOR PURCHASER OF MANY COMMODITIES THAT WE USE FOR RAW MATERIALS AND
PACKAGING, AND PRICE CHANGES FOR THE COMMODITIES WE DEPEND ON MAY ADVERSELY
AFFECT OUR PROFITABILITY.

     The raw materials used in our business are largely commodities that
experience price volatility caused by external conditions, commodity market
fluctuations, currency fluctuations and changes in governmental agricultural
programs. We enter into contracts for the purchase of raw materials at fixed
prices, which are designed to protect us against raw material price increases
during their term. However, when necessary, we attempt to recover our commodity
cost increases by increasing prices, promoting a higher-margin product mix and
creating additional operating efficiencies.

     We also use paper products, such as corrugated cardboard, aluminum
products, and films and plastics to package our products. Substantial
fluctuations in prices of packaging materials or higher prices of our raw
materials could adversely affect our operating performance and financial
results.

     Commodity price changes may result in unexpected increases in raw material
and packaging costs, and we may be unable to increase our prices to offset these
increased costs without suffering reduced volume, revenue and income. Any
substantial fluctuation in the prices of raw materials, if not offset by
increases in our sales prices, could adversely affect our profitability.

CONCERNS WITH THE SAFETY AND QUALITY OF FOOD PRODUCTS COULD CAUSE CUSTOMERS TO
AVOID OUR PRODUCTS.

     We could be adversely affected if our customers and the ultimate consumers
of our products lose confidence in the safety and quality of various food
products. Adverse publicity about these types of concerns, like the publicity
about genetically modified organisms, "mad cow disease" and foot and mouth
disease in Europe, whether or not valid, may discourage our customers from
buying our products or cause production and delivery disruptions. Any negative
change in customer perceptions about the safety and quality of our products
could adversely affect our business and financial condition.

IF OUR FOOD PRODUCTS BECOME ADULTERATED OR MISBRANDED, WE WOULD NEED TO RECALL
THOSE ITEMS AND MAY EXPERIENCE PRODUCT LIABILITY CLAIMS IF CONSUMERS ARE INJURED
AS A RESULT.

     Food products occasionally contain contaminants due to inherent defects in
those products or improper storage or handling. Under adverse circumstances,
food manufacturers may need to recall some of their products if they become
adulterated or misbranded and may also be liable if the consumption of any of
their products causes injury.


                                       15
<PAGE>

     While we have never been required to recall any of our products and we
maintain insurance that we believe is adequate to cover this type of loss, a
widespread product recall could result in changes to one or more of our business
processes, product shortages, a loss of customer confidence in our food, or
other adverse effects on our business.

     If we are required to defend against a product liability claim, whether or
not we are found liable under the claim, we could incur substantial costs, our
reputation could suffer and our customers might substantially reduce their
existing or future orders from us.

OUR BUSINESS IS SUBJECT TO FEDERAL, STATE AND LOCAL GOVERNMENT REGULATIONS THAT
COULD ADVERSELY AFFECT OUR BUSINESS AND FINANCIAL POSITION.

     Food manufacturing operations are subject to regulation by various federal,
state and local government entities and agencies. As a producer of food products
for human consumption, our operations are subject to stringent production,
packaging, quality, labeling and distribution standards, including regulations
mandated by the Federal Food, Drug and Cosmetic Act. We cannot predict whether
future regulation by various federal, state and local governmental entities and
agencies would adversely affect our business and financial results.

     In addition, our business operations and the past and present ownership and
operation of our properties are subject to extensive and changing federal, state
and local environmental laws and regulations pertaining to the discharge of
materials into the environment, the handling and disposition of wastes
(including solid and hazardous wastes) or otherwise relating to protection of
the environment. We cannot assure that environmental issues relating to
presently known matters or identified sites or to other matters or sites will
not require additional, currently unanticipated investigation, assessment or
expenditures.

WE MAY NOT BE ABLE TO PROTECT OUR INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS,
WHICH COULD HARM OUR COMPETITIVE POSITION, RESULTING IN DECREASED REVENUE.

     We believe that our trademarks and other proprietary rights are important
to our success and competitive position. Accordingly, we devote what we believe
are adequate resources to the establishment and protection of our trademarks and
proprietary rights. We have taken actions to establish and protect our
trademarks and other proprietary rights. However, these actions may be
inadequate to prevent imitation of our products by others or to prevent others
from claiming violations of their trademarks and proprietary rights by us.

     From time to time we license content from third parties. While we generally
require adequate indemnifications, it is possible that in the future we could
face infringement actions based upon the content licensed from these third
parties. If any of these claims are proved valid, through litigation or
otherwise, we may be required to do any of the following, which could adversely
affect our business:

          o    cease using the third party trademarks;

          o    acquire other licenses;

          o    develop our own proprietary marks; or

          o    pay financial damages.

SOME OF OUR SIGNIFICANT CUSTOMER AND SUPPLIER CONTRACTS ARE SHORT-TERM.

     Some of our customers and suppliers operate through purchase orders or
short-term contracts. Though we have long-term business relationships with many
of our customers and suppliers, we cannot assure that any of these customers or
suppliers will continue to do business with us on the same basis. Additionally,
though we try to renew these contracts as they come due, there can be no
assurance that these customers or suppliers will renew the contracts on terms
that are favorable to us, if at all. The termination of any number of these
contracts may adversely affect our business and prospects, including our
financial performance and results of operations.


                                       16
<PAGE>

OUR COMMON STOCK PRICE IS SUBJECT TO SIGNIFICANT VOLATILITY, WHICH COULD RESULT
IN SUBSTANTIAL LOSSES FOR INVESTORS AND IN LITIGATION AGAINST US.

     During the 52-week period ended December 22, 2004, the high and low sales
prices of our common stock on Amex were $1.75 per share and $0.50 per share,
respectively. Prices for our shares are determined in the marketplace and may
accordingly be influenced by many factors, including, but not limited to:

          o    the depth and liquidity of the market for the shares;

          o    quarter-to-quarter variations in our operating results;

          o    announcements about our performance as well as the announcements
               of our competitors about the performance of their business;

          o    investors' evaluations of our future prospects and the food
               industry generally;

          o    changes in earnings estimates by, or failure to meet the
               expectations of, securities analysts;

          o    our dividend policy; and

          o    general economic and market conditions.

     In addition, the stock market often experiences significant price
fluctuations that are unrelated to the operating performance of the specific
companies whose stock is traded. These market fluctuations could adversely
affect the trading price of our shares.

     In the past, securities class action litigation often has been brought
against a company following periods of volatility in the market price of its
securities. We may in the future be the target of similar litigation. Securities
litigation could result in substantial costs and liabilities and could divert
management's attention and resources. Consequently, the price at which investors
purchase shares of our common stock may not be indicative of the price that will
prevail in the trading market. Investors may be unable to sell their shares of
common stock at or above their purchase price, which may result in substantial
losses.

OUR FAILURE TO ATTRACT AND RETAIN KEY MANAGEMENT PERSONNEL COULD ADVERSELY
AFFECT OUR BUSINESS.

     Our business requires managerial, financial and operational expertise, and
our future success depends upon the continued service of key personnel. As a
value-added manufacturer of quality frozen food products and customer prepared
foods, we operate in a specialized industry. Our key personnel have experience
and skills specific to this industry, and there are a limited number of
individuals with the relevant experience and skills. Though we have employment
agreements with Mr. Rudis and Mr. Steinbrun, each of these agreements provides
for voluntary resignation on the part of the executive prior to the end of the
term of the agreement. If we lose any of our key personnel, our business
operations could suffer.

THE LOSS OF CERTAIN OF OUR EXECUTIVE OFFICERS WOULD CONSTITUTE A CHANGE IN
CONTROL AND, THEREFORE, AN EVENT OF DEFAULT UNDER OUR SECURITIES PURCHASE AND
LOAN AGREEMENTS, AND WOULD LIKELY ADVERSELY AFFECT OUR FINANCIAL CONDITION.

     The loss of the services of Mr. Rudis or Mr. Steinbrun and other key
personnel would likely adversely affect our business, results of operations and
financial condition unless and until we were able to locate suitable
replacements. In addition, our securities purchase and loan agreements with
LLCP, our senior subordinated creditor, and PSI, our senior secured creditor,
provide that a change in control would occur if Mr. Rudis or Mr. Steinbrun
ceases to have certain management responsibilities in our business, or if Mr.
Rudis does not continue to hold a minimum number of shares of our common stock.
The occurrence of a change in control would permit LLCP to accelerate all
indebtedness owing under the senior subordinated note we issued to it and would
constitute an event of default under the securities purchase agreement. LLCP
would then have the right to require us to immediately repay all of our


                                       17
<PAGE>

obligations then owing to it. We may not have sufficient funds to repay this
indebtedness upon an event of default. Accordingly, the occurrence of a change
in control could adversely affect our financial condition, results of operations
or cash flows.

ANY FUTURE DEFAULTS UNDER OUR SECURITIES PURCHASE AND LOAN AGREEMENTS COULD
RESULT IN INCREASES IN APPLICABLE INTEREST RATES, AN ACCELERATION OF OUR
INDEBTEDNESS AND A FORECLOSURE ON OUR ASSETS.

     Substantially all of our assets are pledged as collateral to secure our
obligations to PSI and LLCP. We have been successful in obtaining waivers,
curing defaults or renegotiating the terms of our securities purchase and loan
and security agreements in the past. However, we may become in default or not in
compliance with applicable terms in the future. If that occurs and we are unable
to cure the defaults or non-compliance, obtain waivers or renegotiate terms,
then the interest rates on our indebtedness would increase, our indebtedness
could become immediately due and payable, and PSI and LLCP could foreclose on
our assets.

A SMALL GROUP OF STOCKHOLDERS BENEFICIALLY OWNS A SIGNIFICANT AMOUNT OF OUR
COMMON STOCK AND CONTROLS NOMINATIONS FOR UP TO FOUR SEATS ON OUR BOARD OF
DIRECTORS.

         After giving effect to the shares of our common stock issuable upon the
exercise of options and warrants and conversion of shares of our Series A
Convertible Preferred Stock, our executive officers and directors and
stockholders who own greater than 5% of our common stock would own, in the
aggregate, approximately 61% of our outstanding common stock. In addition, our
amended investor rights agreement with LLCP provides that LLCP has the right to
designate for nomination and election up to three members of our board of
directors, together with the right to fill the next available vacancy created on
the board of directors, which could result in LLCP having up to four
representatives on the board at any time. These stockholders, if acting
together, could be able to significantly influence or control matters requiring
approval by our stockholders, including the election of directors and the
approval of mergers or other business combination transactions.

OUR ARTICLES OF INCORPORATION, OUR BYLAWS AND PROVISIONS OF NEVADA LAW COULD
MAKE IT MORE DIFFICULT FOR A THIRD PARTY TO ACQUIRE US, EVEN IF DOING SO COULD
BE IN OUR STOCKHOLDERS' BEST INTEREST.

     Provisions of our articles of incorporation and bylaws could make it more
difficult for a third party to acquire us, even if doing so might be in the best
interest of our stockholders. It could be difficult for a potential bidder to
acquire us because our articles of incorporation and bylaws contain provisions
that may discourage takeover attempts. These provisions may limit stockholders'
ability to approve a transaction that stockholders may think is in their best
interests. These provisions include a requirement that certain procedures must
be followed before matters can be proposed for consideration at meetings of our
stockholders and also include the ability of our board of directors to fix the
rights and preferences of an issue of shares of preferred stock without
stockholder action.

     Provisions of Nevada's business combinations statute also restrict certain
business combinations with interested stockholders. We have elected not to be
governed by these provisions in our amended and restated articles of
incorporation. However, this election may not be effective unless we meet
certain conditions under the Nevada statute.

     The provisions of our articles of incorporation, bylaws and Nevada law are
intended to encourage potential acquirers to negotiate with us and allow the
board of directors the opportunity to consider alternative proposals in the
interest of maximizing stockholder value. However, those provisions may also
discourage acquisition proposals or delay or prevent a change in control.

ITEM 7A. 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 $159,000 annual interest
expense on our debt outstanding as of September 26, 2004. We are also subject to
interest rate risk on our fixed interest rate obligations. Based upon
outstanding amounts of fixed rate obligations as of September 26, 2004, a
hypothetical 10% decrease in average market interest rates would increase the
fair value of outstanding fixed rate debt by approximately $214,000.


                                       18
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
         -------------------------------------------

     See Index to Financial Statements included in Part IV, Item 15. The
supplementary financial information required by Item 302 of Regulation S-K is
contained in Note 13 of the Notes to Financial Statements included in this
report.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         ---------------------------------------------------------------
         FINANCIAL DISCLOSURE
         --------------------

     None.

ITEM 9A. CONTROLS AND PROCEDURES
         -----------------------

     Our Chief Executive Officer and Chief Financial Officer (our principal
executive officer and principal financial officer, respectively) have concluded,
based on their evaluation as of September 26, 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 by us under the Exchange Act is accumulated,
recorded, processed, summarized and reported to our 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 September 26, 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.

ITEM 9B. OTHER INFORMATION
         -----------------

     Not applicable.


                                       19
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
         --------------------------------------------------

     The following table sets forth certain information regarding our directors
and executive officers as of December 23, 2004.

<TABLE>
                                                                       PRESENT
                                                                    POSITIONS HELD                       DIRECTOR
                  NAME                      AGE                     IN OUR COMPANY                        SINCE
-----------------------------------     ---------  -------------------------------------------------   -----------
<S>                                         <C>    <C>                                                     <C>
James Rudis                                 56     Chairman of the Board, President, Chief                 1995
                                                   Executive Officer and Director

John L. Steinbrun                           41     Senior Vice President, Chief Financial Officer          2003
                                                   and Director

Richard A. Horvath                          58     Senior Vice President and Secretary                      -

William E. Shatley                          58     Director                                                1998

Harold Estes                                64     Director                                                2002

Geoffrey A. Gerard(1)(2)(3)                 59     Director                                                2002

John E. McConnaughy, Jr.(1)(2)(3)           75     Director                                                2002

Alexander Auerbach                          60     Director                                                2004

Louis J. Giraudo(2)                         58     Director                                                2004

Alexander Rodetis, Jr.(1)                   62     Director                                                2004
</TABLE>

----------

(1) Member of audit committee.

(2) Member of compensation committee.

(3) Member of nominating and governance committee.

     The following information regarding the principal occupations and other
employment of our directors and executive officers during the past five years
and their directorships in certain companies is as reported to us by each of
them.

     JAMES RUDIS was elected to our board of directors in April 1995 and has
served as President since June 1997. He also served as a director of TreeCon
Resources from December 1992 to December 2003, and until December 2003 had
served as President of TreeCon Resources since July 1997 and Chairman and Chief
Executive Officer of TreeCon Resources since February 1998. He served as
Executive Vice President of TreeCon Resources from March 1994 until July 1997.
Prior to his employment with us and with TreeCon Resources, Mr. Rudis was
President of Quorum Corporation, a private consulting firm involved in
acquisitions and market development. From 1970 until 1984, he held various
executive positions in CIT Financial Corporation, including Vice President and
Regional Manager of that company's Commercial Finance Division.

     JOHN L. STEINBRUN was elected to our board of directors in August 2003 and
has served as our Senior Vice President and Chief Financial Officer since April
2003. Mr. Steinbrun has been President of The Steinbrun Group, a business and
financial consulting firm, since April 2000. He served as Chief Financial
Officer and Chief Operating Officer of Metropolitan Provisions LLC, a
foodservice distribution company, from November 2000 to June 2001. From
September 1996 to March 2000, Mr. Steinbrun was Chief Financial Officer and Vice
President of Operations of Ancra International LLC, an aerospace and
transportation equipment manufacturer. From February 1992 to August 1996, he was
Director of Finance and Operations for Davis Wire Corporation, a manufacturer of
steel wire and wire products. Mr. Steinbrun, a certified public accountant,


                                       20
<PAGE>

served as a senior accountant with Touche Ross and Co. from 1985 to 1988. He
holds a B.S. in Accounting from Loyola Marymount University and an M.B.A. in
Finance from The University of Chicago.

     RICHARD A. HORVATH has served as our Senior Vice President and Secretary
since November 1997. Mr. Horvath also served as our Chief Financial Officer from
November 1997 through March 2003 and as a member of our board of directors from
November 1999 to September 2004. Mr. Horvath has been in the food industry for
almost 30 years. Prior to his employment at Overhill Farms, Mr. Horvath served
as the Chief Financial Officer of Martino's. During the period of 1973 to 1996,
he held various positions with the Carnation Company, Star Kist Foods and
Mission Foods.

     WILLIAM E. SHATLEY was elected to our board of directors in February 1998.
Mr. Shatley served as our Senior Vice President and Treasurer from February 1998
through October 2004. Mr. Shatley served as Senior Vice President of TreeCon
Resources from March 1994 until October 2002 and as a director of TreeCon
Resources from February 1998 until October 2002. He joined TreeCon Resources in
an executive capacity in October 1993, having previously served on an advisory
basis since the relocation of its corporate offices to Texas in 1992. Mr.
Shatley, a certified public accountant since 1970, previously conducted his own
consulting and accounting practice from 1982 to 1993, after having served as
Vice President and Chief Financial Officer of a communications security
equipment manufacturer from 1977 to 1982 and in an executive capacity with a
national accounting firm from 1968 to 1977.

     HAROLD ESTES was appointed to our board of directors in October 2002. Mr.
Estes is the President of Texas Timberjack, Inc. ("TTI"), a wholly-owned
subsidiary of TreeCon Resources. He was elected as a director of TreeCon
Resources in February 1996 and resigned from the TreeCon Resources board of
directors in April 1997. TTI is a distributor of industrial and commercial
timber and logging equipment and is also engaged in certain related timber and
sawmill operations. Mr. Estes has been President of TTI since 1984, when he
acquired TTI from Eaton Corporation. Mr. Estes previously served as a director
of Newton Bancshares, Inc., the parent of First National Bank of Newton (Texas)
for approximately ten years until the sale of the bank in October 2001.

     GEOFFREY A. GERARD was elected to our board of directors in February 2002.
Mr. Gerard served as Secretary and General Counsel of Equivest, Inc. from 1975
to 1977. Mr. Gerard then served as Secretary and General Counsel for two
privately held oil and gas exploration companies until 1978. Mr. Gerard has been
in the private practice of law in Dallas County, Texas since 1978, specializing
in business transactions. Mr. Gerard received his B.S. in Business-Finance and
his J.D. from Indiana University.

     JOHN E. MCCONNAUGHY, JR. was appointed to our board of directors in October
2002. Mr. McConnaughy has served as Chairman and Chief Executive Officer of JEMC
Corporation, a personal holding company, since he founded it in 1985. His career
includes positions of management with Westinghouse Electric and the Singer
Company, as well as service as a director of numerous public and private
companies. In addition, he previously served as Chairman and Chief Executive
Officer of Peabody International Corp. and Chairman and Chief Executive Officer
of GEO International Corp. He retired from Peabody in February 1986 and GEO in
October 1992. Mr. McConnaughy currently serves on the boards of four other
public companies (Allis-Chalmers Corporation, Consumer Portfolio Services,
Levcor International, Inc. and Wave Systems Corp.). He also serves on the Board
of Trustees and Executive Committee of the Strang Cancer Prevention Center and
as Chairman of the Board for the Harlem School of the Arts. Mr. McConnaughy
holds a B.A. in Economics from Denison University and an M.B.A. in Marketing and
Finance from the Harvard Graduate School of Business Administration.

     ALEXANDER AUERBACH was appointed to our board of directors in September
2004. Mr. Auerbach is President of Alexander Auerbach & Co., Inc., a public
relations and marketing services firm that he founded in 1986. Prior to
establishing Alexander Auerbach & Co., Inc., Mr. Auerbach served as Chief
Operating Officer of two magazine publishing companies. Earlier in his career,
Mr. Auerbach was a senior member of the business and financial news staff of The
Los Angeles Times and a financial writer for The Boston Globe. Mr. Auerbach
holds a B.A. from Columbia and an M.B.A. from the University of California at
Los Angeles.

     LOUIS J. GIRAUDO was appointed to our board of directors in September 2004.
Mr. Giraudo is a Co-Founder and Principal of GESD Capital Partners, a private
equity firm. Prior to co-founding GESD Capital Partners in January 1999, Mr.
Giraudo was Chief Executive Officer of Preferred Capital Markets from January
1999 to December 2002, where he co-directed the development of Preferred Trade,
Inc., an online brokerage business. Mr. Giraudo served as Chairman and Chief


                                       21
<PAGE>

Executive Officer of the Pacific Coast Baking Company from 1986 to 1993 and as
Chairman of Mother's Cake & Cookie Company from 1990 to 1993. Mr. Giraudo has
practiced corporate, business and labor law since 1974 and has been a partner at
the law firm of Coblentz, Patch, Duffy & Bass, LLP since 1983. In addition, Mr.
Giraudo has held several appointed public service positions throughout his
career, including Chairman of the Board of Trustees of the University of San
Francisco, President of the San Francisco Police Commission, President of the
San Francisco Public Utilities Commission and President of the San Francisco
Board of Permit Appeals. Mr. Giraudo currently serves on the boards of directors
of Andre-Boudin Bakeries, Inc., Golden County Foods, Inc., SoCal Bakeries, Inc.,
Pabst Brewing Company and Suburban House Furniture Company. Mr. Giraudo holds a
B.A. in Political Science, a J.D. from the University of San Francisco and a
Doctorate of Humane Letters in Education (Honoris Causa) from the University of
San Francisco. Mr. Giraudo was awarded the title of Papal Knight of the Order of
St. Gregory the Great by Pope John Paul II in September 2000.

     ALEXANDER RODETIS, JR. was appointed to our board of directors in September
2004. Mr. Rodetis has been in the financial services community for over thirty
years. Mr. Rodetis has been Vice President and Manager of the Inventory
Appraisal Division and Marketing and Strategic Planning Coordinator at The
Daley-Hodkin Group, a valuations, asset disposition and consulting organization,
since March 2004. From September 2003 to March 2004, he served as Vice President
and Portfolio Manger of IDB Bank. Mr. Rodetis served as Senior Vice President of
General Motors Acceptance Corporation's Commercial Finance Division from April
2002 to August 2003, where he co-founded the Special Assets Group. From October
1998 to April 2002, Mr. Rodetis served as Executive Vice President of The
Merchants Bank of New York where he co-founded the asset-based lending
corporation for that bank. Prior to that, he served as Vice President of Fremont
Financial Corp. and of National Westminster Bancorp and held various positions
at other banking institutions, including The Chase Manhattan Bank and Citibank
North America, Inc. Mr. Rodetis earned a B.S. in Accounting, a B.A. in Business
Administration and an M.B.A. in finance from Fairleigh Dickinson University. He
has also completed financial analysis and corporate finance courses at The
Harvard School of Business.

TERM OF OFFICE AND FAMILY RELATIONSHIPS

     Our directors are elected at each annual stockholders' meeting or at such
other times as reasonably determined by our board of directors. Each of our
directors is to hold office until his successor is elected and qualified or
until his earlier death, resignation or removal. Each of our executive officers
serves at the discretion of our board of directors. There are no family
relationships among our executive officers, directors and director nominees.

BOARD OF DIRECTORS AND COMMITTEES

     During the fiscal year ended September 26, 2004, our board of directors
held two meetings and took action by unanimous written consent on eleven
occasions. During fiscal year 2004, no incumbent director attended fewer than
75% of the aggregate of: (1) the total number of meetings of the board of
directors (held during the period for which he has been a director); and (2) the
total number of meetings held by all committees of the board on which he served
(during the periods that he served), except that Messrs. Auerbach, Giraudo and
Rodetis did not attend the one board meeting that followed their appointment to
our board of directors.

     Our board of directors has standing audit, compensation and nominating and
governance committees. In addition, our bylaws provide that stockholders may
also nominate persons for election to our board of directors. Also, as discussed
elsewhere herein, LLCP has the right to designate up to four nominees to our
board of directors, and Mr. Rudis has agreed to vote his shares of our common
stock in favor of the election of LLCP's nominee(s). To date, LLCP has chosen
not to designate a nominee for election.

AUDIT COMMITTEE

     Effective as of October 29, 2002, the date of the spin-off, we formed the
audit committee to be composed of three non-employee directors. The audit
committee initially was composed of Messrs. Gerard and McConnaughy and
then-director Mr. Robert W. Schleizer. From April 2003 to September 17, 2004,
the audit committee was composed of Messrs. Gerard, McConnaughy and Estes, with
Mr. McConnaughy serving as the committee chairman. Five audit committee meetings
were held during fiscal year 2004.


                                       22
<PAGE>

     Our board of directors has determined that Mr. McConnaughy is an "audit
committee financial expert" and that Messrs. Gerard and McConnaughy are
"independent" as defined in Section 121(A) of the listing standards for Amex.
Mr. Estes is the president of Texas Timberjack, Inc., a wholly-owned subsidiary
of our former parent, TreeCon Resources, and therefore was not considered
independent under Section 121(A). However, Mr. Estes was not a current employee
or immediate family member of a current employee of our company and our board of
directors determined that Mr. Estes' membership on the audit committee was in
the best interests of our company and stockholders because of Mr. Estes'
background and business experience and his familiarity with our company and
because it was desirable to continue to have three, rather than two, members on
our audit committee.

     To ensure our compliance with new Amex rules that became applicable to us
immediately following our 2004 annual meeting, our board of directors appointed
Messrs. McConnaughy, Gerard and Rodetis to our audit committee effective as of
September 18, 2004, with Mr. McConnaughy continuing as committee chairman. Our
board of directors has determined that Mr. Rodetis is independent under Section
121(A) and qualifies as an "audit committee financial expert."

     The audit committee operates pursuant to a charter approved by our board of
directors and audit committee, according to the rules and regulations of the
Securities and Exchange Commission ("Commission") and Amex. The committee's
principal functions are to monitor our financial reporting process and internal
control system, review and appraise the audit efforts of our independent
auditors and provide an open avenue of communication among our independent
accountants, financial and senior management and our board of directors.

COMPENSATION COMMITTEE

     Effective as of October 29, 2002, we formed the compensation committee to
be composed entirely of non-employee directors. The compensation committee
initially was composed of Messrs. Gerard and McConnaughy and then-director Mr.
Schleizer. From April 2003 to October 28, 2004, the compensation committee was
composed of Messrs. Gerard, McConnaughy and Estes, with Mr. McConnaughy serving
as the committee chairman.

     New Amex rules require that compensation of our executive officers be
determined, or recommended to our board for determination, either by a
compensation committee comprised of independent directors or by a majority of
the independent directors on our board of directors. Our board of directors has
determined that Messrs. Gerard and McConnaughy are independent under Section
121(A) of the Amex listing standards but as described above, that Mr. Estes is
not considered independent under Section 121(A). However, Mr. Estes was not a
current employee or immediate family member of a current employee of our company
and our board of directors determined that Mr. Estes' membership on the
compensation committee was in the best interests of our company and stockholders
because of Mr. Estes' background and business experience and his familiarity
with our company and because it was desirable to have three, rather than two,
members on our compensation committee.

     To ensure our compliance with the new Amex rules, our board of directors
appointed Messrs. McConnaughy, Gerard and Giraudo to our compensation committee
effective immediately following our 2004 annual stockholders' meeting on October
28, 2004, with Mr. McConnaughy continuing as committee chairman. Our board of
directors has determined that Mr. Giraudo is independent under Section 121(A).

     The compensation committee's primary functions are to administer our
employee stock option plans, approve grants of securities under those plans and
approve compensation for our executive officers. The entire board of directors
also may perform these functions with respect to our employee stock option
plans. The compensation committee operates pursuant to a charter approved by our
board of directors and compensation committee. No compensation committee
meetings were held during fiscal year 2004.

NOMINATING AND GOVERNANCE COMMITTEE

     New Amex rules require that board of director nominations must be either
selected, or recommended for the board's selection, by either a nominating
committee comprised solely of independent directors or by a majority of our
independent directors. Effective as of September 17, 2004, we formed the
nominating and governance committee to be composed entirely of non-employee
directors who meet Amex independence standards. The committee currently is
comprised of Messrs. Gerard and McConnaughy, with Mr. Gerard serving as


                                       23
<PAGE>

committee chairman. The nominating and governance committee assists our board of
directors with its nominating function and with reviewing and evaluating our
compliance with corporate governance requirements as described in the
committee's charter referenced below. The committee utilizes a variety of
methods for identifying and evaluating nominees for director, including
candidates that may be referred by our stockholders. Stockholders who desire to
recommend candidates for the board for evaluation may do so by contacting us in
writing, identifying the potential candidate and providing background
information. Candidates may also come to the attention of the committee through
current board members, professional search firms and other persons. In
evaluating potential candidates, the committee will take into account a number
of factors, including among others, the following:

     o    independence from management;

     o    whether the candidate has relevant business experience;

     o    judgment, skill, integrity and reputation;

     o    existing commitments to other businesses;

     o    corporate governance background;

     o    financial and accounting background, to enable the nominating
          committee to determine whether the candidate would be suitable for
          audit committee membership; and

     o    the size and composition of our board.

     The committee operates pursuant to a charter approved by our board of
directors and the committee. Because the committee was created recently, each of
the nominees elected at our 2004 annual meeting of stockholders was selected by
our full board of directors rather than by the committee.

SECURITY HOLDER COMMUNICATIONS WITH OUR BOARD OF DIRECTORS

     Our board of directors has established a process to receive communications
from security holders. Security holders and other interested parties may contact
any member (or all members) of our board of directors, or the independent
directors as a group, any committee of our board of directors or any chair of
any such committee, by mail or electronically. To communicate with our board of
directors, any individual directors or any group or committee of directors,
correspondence should be addressed to our board of directors or any such
individual directors or group or committee of directors by either name or title.
All such correspondence should be sent "c/o Secretary" at 2727 East Vernon
Avenue, Vernon, California 90058. To communicate with any of our directors
electronically, security holders should send an e-mail "c/o Secretary," at
info@overhillfarms.com.

     All communications received as set forth in the preceding paragraph will be
opened by our Secretary for the sole purpose of determining whether the contents
represent a message to our directors. Any contents that are not in the nature of
advertising, promotions of a product or service, patently offensive material or
matters deemed inappropriate for our board of directors will be forwarded
promptly to the addressee. In the case of communications to our board of
directors or any group or committee of directors, our Secretary will make
sufficient copies (or forward such information in the case of e-mail) of the
contents to send to each director who is a member of the group or committee to
which the envelope or e-mail is addressed.

POLICY WITH REGARD TO BOARD MEMBERS' ATTENDANCE AT ANNUAL MEETINGS

     It is our policy that our directors are invited and encouraged to attend
all of our annual meetings. At the time of our 2004 annual meeting of
stockholders, we had nine directors, eight of whom were in attendance at our
2004 annual meeting.


                                       24
<PAGE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended ("Exchange
Act") and the regulations thereunder, require the directors, executive officers
and persons who beneficially own more than 10% of a registered class of our
equity securities ("reporting persons") to file with the Commission initial
reports of ownership and reports of changes in ownership of our common stock and
other equity securities and to furnish us with copies of all reports that they
file. John L. Steinbrun, Senior Vice President, Chief Financial Officer and
director, filed a late Form 3 reporting the fact that he had become a reporting
person when he was appointed Chief Financial Officer. Mr. Steinbrun also filed a
late Form 4 to report six transactions that were reportable on two separate Form
4s; director Harold Estes filed two late Form 4s to report twelve transactions
that were reportable on seven separate Form 4s; and directors John E.
McConnaughy and Geoffrey A. Gerard each filed one late Form 4 to report one
transaction. Directors Alexander Auerbach, Louis J. Giraudo, and Alexander
Rodetis, Jr. each filed one late Form 3 reporting the fact that they had become
reporting persons when they were appointed to our board of directors.

CODES OF CONDUCT AND ETHICS

     Amex rules that were approved by the Commission on December 1, 2003
required, among other things, that we adopt one or more codes of conduct and
ethics no later than six months after that date. The codes of conduct and ethics
must be applicable to all of our directors, officers and employees, meet the
definition of a "code of ethics" as set forth in Item 406(b) of Regulation S-K
of the Commission and otherwise comply with Amex rules.

     We have adopted codes of conduct and ethics that meet the Amex and
Commission requirements. We will provide a copy of the codes of conduct and
ethics to any person without charge, upon written request to Overhill Farms,
Inc., Attention: Investor Relations, 2727 East Vernon Avenue, Vernon, California
90058.

ITEM 11. EXECUTIVE COMPENSATION
         ----------------------

SUMMARY COMPENSATION TABLE

     The following table sets forth for fiscal years 2004, 2003 and 2002
compensation awarded or paid to Mr. James Rudis, our Chairman, Chief Executive
Officer and President, and Mr. William E. Shatley, our then Senior Vice
President and Treasurer, for services rendered to TreeCon Resources and its
subsidiaries (including Overhill Farms, Inc.). Mr. Rudis and Mr. Shatley are the
only individuals who served as executive officers of TreeCon Resources during
the fiscal years presented below who also served as Overhill Farms, Inc.
executive officers. The compensation described in this table for Mr. Rudis and
Mr. Shatley was paid by TreeCon Resources and/or Overhill Farms.

     The following table also sets forth for fiscal years 2004, 2003 and 2002
compensation awarded to Mr. John L. Steinbrun, our Senior Vice President and
Chief Financial Officer, and Mr. Richard A. Horvath, our Senior Vice President
and Secretary, for services rendered to Overhill Farms, Inc. Mr. Rudis, Mr.
Shatley, Mr. Steinbrun and Mr. Horvath are also referred to in this section as
"named executive officers." Other than as indicated in the table below, none of
our executive officers received salary plus bonus in excess of $100,000 for
fiscal year 2004.


                                       25
<PAGE>

<TABLE>
                                                                                           LONG-TERM
                                                                                         COMPENSATION
                                                      ANNUAL COMPENSATION                   AWARDS
                                                      -------------------                   ------
                                                                             OTHER         SECURITIES
       NAME AND                                                             ANNUAL         UNDERLYING       ALL OTHER
  PRINCIPAL POSITIONS               YEAR         SALARY          BONUS    COMPENSATION      OPTIONS       COMPENSATION
  -------------------               ----         ------          -----    ------------      -------       ------------
                                                                               (1)            (5)
<S>     <C>
James Rudis,                        2004        $283,449           --            --              --           $10,143 (6)
 Chief Executive Officer            2003        $239,806           --            --           300,000         $ 9,384 (6)
  and President                     2002        $239,530           --            --              --           $ 8,839 (6)

John L. Steinbrun,                  2004        $254,796           --            --              --                --
  Senior Vice President             2003        $115,234 (2)       --            --            50,000              --
  and Chief Financial               2002           --              --            --              --                --
  Officer

Richard A. Horvath,                 2004        $147,192           --            --              --                --
  Senior Vice President,            2003        $147,200 (3)       --            --            20,000              --
  Secretary and Former              2002        $147,200           --            --              --                --
  Chief Financial Officer

William E. Shatley,                 2004        $193,825 (4)      --            --              --                 --
  Former Senior Vice                2003        $177,125 (4)      --            --           150,000               --
  President and Treasurer           2002        $176,700          --            --              --                 --
</TABLE>

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

(1)    The named executive officers each received certain perquisites and other
       personal benefits from Overhill Farms and/or TreeCon Resources during
       fiscal years 2004, 2003 and 2002. These perquisites and other personal
       benefits, however, did not equal or exceed 10% of the named executive
       officers' salary and bonus during fiscal years 2004, 2003 or 2002.

(2)    Mr. Steinbrun's employment with our company commenced April 1, 2003.

(3)    Mr. Horvath served as our Chief Financial Officer until March 31, 2003.

(4)    Includes salary for which payment has been deferred as discussed below.
       Mr. Shatley served as our Senior Vice President and Treasurer until
       October 31, 2004.

(5)    Stock options granted during fiscal year 2003.

(6)    Represents premium paid for term life insurance for the benefit of Mr.
       Rudis' spouse.


                                       26
<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR

     None.

<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

     The following table provides information regarding the number of shares of
common stock underlying options held by the named executive officers at
September 26, 2004. An option is in-the-money if the fair market value for the
underlying securities exceeds the exercise price of the option. No options were
exercised by the named executive officers during fiscal year 2004, and only Mr.
Steinbrun's options were in-the-money at September 26, 2004.

                                                              NUMBER OF
                                                        SECURITIES UNDERLYING              VALUE OF UNEXERCISED
                                                        UNEXERCISED OPTIONS AT             IN-THE-MONEY OPTIONS AT
                          SHARES                         SEPTEMBER 26, 2004               SEPTEMBER 26, 2004 (1)
                         ACQUIRED       VALUE       -----------------------------      ----------------------------
NAME                    ON EXERCISE   REALIZED      EXERCISABLE     UNEXERCISABLE      EXERCISABLE    UNEXERCISABLE
----                    -----------   --------      -----------     -------------      ------------   --------------
<S>      <C>
James Rudis..........        --            --          300,000             --                --                 --
John L. Steinbrun....        --            --           50,000             --            $ 27,000               --
Richard A. Horvath...        --            --           20,000             --                --                 --
William E. Shatley...        --            --          150,000             --                --                 --
</TABLE>

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

(1) Based on the last reported sale price of our common stock of $1.24 on
    September 24, 2004 (the last trading day during fiscal year 2004) as
    reported by the American Stock Exchange, minus the exercise price of the
    options.


                                                         27
<PAGE>

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

     We are a party to employment agreements with James Rudis, our Chief
Executive Officer and President and John L. Steinbrun, our Senior Vice President
and Chief Financial Officer. We do not maintain employment agreements with any
of our other personnel.

     JAMES RUDIS EMPLOYMENT AGREEMENT

     Mr. Rudis' employment agreement, as amended, runs through October 31, 2006
and extends from year to year thereafter unless terminated by us upon giving
minimum notice of at least ninety days prior to the expiration of the initial
term or the anniversary or renewal date of the beginning of the next annual
extension period. The agreement, as amended, provides that Mr. Rudis' base
salary is $275,000 per year, and we will review his compensation annually and
may increase it in a percentage not less than that of the annual increase in the
cost of living. The employment agreement contains a covenant by Mr. Rudis not to
compete with us during the term of his employment and for a period of one year
thereafter. We have agreed to provide at our expense a $1 million life insurance
policy on Mr. Rudis' life, payable to a beneficiary of his choice, and to pay to
him up to $800 per month for an automobile lease and to reimburse him for all
operating expenses relating to the leased automobile.

     The employment agreement also provides that if Mr. Rudis is terminated by
reason of his death or disability, he or his estate is entitled to receive:

     o    his base salary, bonuses earned and reimbursement for business
          expenses, all through date of termination;

     o    all rights to which he or his estate is entitled under our life
          insurance policy; and

     o    all amounts to which he is entitled under any profit sharing plan.

     If Mr. Rudis voluntarily resigns prior to the end of the term, he will not
be entitled to receive any bonus payments.

     If Mr. Rudis is terminated for cause, he will not be entitled to receive
any reimbursement of business expenses. If he is terminated other than for
cause, he will also be entitled to receive his salary for the remainder of the
term of the agreement, monthly payments for one year equal to the monthly
premium required to maintain his life and health insurance benefits pursuant to
COBRA under our group insurance plan, to have all indebtedness by him to us
forgiven and to use the car provided to him in his employment agreement for one
year following the date of termination.

     JOHN L. STEINBRUN EMPLOYMENT AGREEMENT

     Mr. Steinbrun's employment agreement, as amended, runs through April 30,
2005, and provides Mr. Steinbrun with a base salary of $250,000 and a
discretionary bonus based on performance, as determined by our board of
directors. Mr. Steinbrun was granted an immediately vested and exercisable
five-year option to purchase up to 50,000 shares of common stock at an exercise
price of $0.70 per share under our 2002 Employee Stock Option Plan. We may elect
to terminate Mr. Steinbrun's employment without cause prior to the expiration of
the term through prior written notice, provided that we pay to Mr. Steinbrun
upon termination the entire balance of the salary that he otherwise would have
earned during the remainder of the term.

     Mr. Steinbrun is entitled to an automobile allowance of $600 per month.
Upon termination of his employment, he will be entitled to receive all accrued
compensation as of the date of termination, accrued but unused vacation and sick
leave pay, any reimbursement owed to him for reasonable and necessary business
expenses previously incurred and all amounts vested as of the date of
termination pursuant to any company profit sharing plan.


                                       28
<PAGE>

     WILLIAM E. SHATLEY EMPLOYMENT AGREEMENT

     Mr. Shatley's employment agreement, which included a covenant not to
compete with us during the term of his employment and for a period of one year
thereafter, expired on October 31, 2004. Effective as of May 1, 2003, we
restructured the payment of Mr. Shatley's salary. Pursuant to the terms of his
employment agreement, he was then entitled to a monthly salary of $15,000. We
agreed with Mr. Shatley that his salary will be paid at the monthly rate of
$7,500 through the term of his employment agreement, and the remaining balance
of the $15,000 monthly salary will be paid in four quarterly installments, the
first of which will be payable upon the expiration of the employment agreement.
We agreed with Mr. Shatley, as of October 31, 2004, not to renew his employment
agreement, with the deferred amounts, together with all other unpaid obligations
to him, to be payable over a seventeen-month period, commencing October 31,
2004.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Effective as of October 29, 2002, we established a compensation committee
that was composed of Messrs. Gerard and McConnaughy and then-director Mr.
Schleizer, who resigned in March 2003. From April 2003 to October 28, 2004, our
compensation committee was composed of Messrs. Gerard, McConnaughy and Estes.
Effective immediately following our 2004 annual stockholders' meeting on October
28, 2004, our compensation committee has been composed of Messrs. Gerard,
McConnaughy and Giraudo.

     No director who was a member of the compensation committee during fiscal
year 2004 was an officer or employee of our company during fiscal year 2004, was
formerly an officer of our company or our former subsidiary, or had any
relationship requiring disclosure pursuant to Item 404 of Regulation S-K under
the Securities Act of 1933 ("Securities Act"), except that Mr. Estes is the
president of Texas Timberjack, Inc., a wholly-owned subsidiary of TreeCon
Resources, our former parent. None of our executive officers serves as a member
of a compensation committee of another corporation (or other board committee of
such company performing similar functions or, in the absence of any such
committee, the entire board of directors of such corporation), one of whose
executive officers serves on our compensation committee. None of our executive
officers serves as a director of another corporation, one of whose executive
officers served on our compensation committee. None of our executive officers
serves as a member of a compensation committee of another corporation (or other
board committee of such corporation performing similar functions or, in the
absence of any such committee, the entire board of directors), one of whose
executive officers serves as one of our directors.

DIRECTOR COMPENSATION

     Directors who are also employees of the company receive no additional
compensation for services as directors. Non-employee directors are entitled to
$2,500 per month in consideration for their service on our board of directors.
We may also periodically award options to our directors under our existing stock
option plan or otherwise. To date we have granted options to purchase an
aggregate of 672,000 shares of our common stock to our directors and to
executive officers that also serve or served as directors.


                                                         29
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         ------------------------------------------------------------------
         RELATED STOCKHOLDER MATTERS
         ---------------------------

     As of December 23, 2004, a total of 14,805,556 shares of our common stock
and 23.57 shares of our Series A Convertible Preferred Stock (then convertible
into 283,076 shares of our common stock) were outstanding. The following table
sets forth certain information as of that date regarding the beneficial
ownership of our voting stock by:

     o   each of our directors;

     o   each of our named executive officers;

     o   all of our directors and executive officers as a group; and

     o   each person known by us to beneficially own more than 5% of the
         outstanding shares of any class of our voting stock as of the date of
         the table.

     Beneficial ownership is determined in accordance with Rule 13d-3
promulgated by the Commission and generally includes voting or investment power
with respect to securities. Except as indicated below, we believe each holder
possesses sole voting and investment power with respect to all of the shares of
voting stock owned by that holder, subject to community property laws where
applicable. In computing the number of shares beneficially owned by a holder and
the percentage ownership of that holder, shares of common stock subject to
options or warrants or underlying convertible notes or convertible preferred
stock held by that holder that are currently exercisable or convertible or are
exercisable or convertible within 60 days after the date of the table are deemed
outstanding. Those shares, however, are not deemed outstanding for the purpose
of computing the percentage ownership of any other person or group.

     The inclusion of shares in this table as beneficially owned is not an
admission of beneficial ownership. Except as indicated below, the address for
each named beneficial owner is the same as ours.

<TABLE>
                                                              BENEFICIAL OWNERSHIP OF VOTING STOCK
                                                     ----------------------------------------------------------
                                                                                 NUMBER           PERCENTAGE
             NAME OF BENEFICIAL OWNER                   TITLE OF CLASS          OF SHARES          OF CLASS
---------------------------------------------------- ---------------------   ----------------   ---------------
<S>                                                  <C>                        <C>                  <C>
 Levine Leichtman Capital Partners II, L.P..........      Common                5,688,022(1)          37.7%
                                                     Series A Convertible
                                                          Preferred                 23.57            100.0%
 Harold Estes.......................................      Common                2,158,650(2)          14.5%
 James Rudis........................................      Common                  578,950(3)           3.8%
 John L. Steinbrun..................................      Common                  419,900(4)           2.8%
 William E. Shatley.................................      Common                  352,350(5)           2.4%
 John E. McConnaughy, Jr............................      Common                  312,200(6)           2.1%
 Geoffrey A. Gerard.................................      Common                   52,000(7)           *
 Richard A. Horvath.................................      Common                   25,750(8)           *
 Alexander Auerbach.................................      Common                       --             --
 Louis J. Giraudo...................................      Common                       --             --
 Alexander Rodetis, Jr..............................      Common                       --             --
 All directors and executive officers as a group
    (10 persons)....................................      Common                3,899,800(9)          25.2%
</TABLE>

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

*    Less than 1.0%.

(1)  Includes 200 shares of common stock underlying two warrants and 283,076
     shares of common stock underlying 23.57 shares of Series A Convertible
     Preferred Stock held by Levine Leichtman Capital Partners II, L.P.
     ("LLCP"). LLCP California Equity Partners II, L.P., a California limited
     partnership ("LLCP California"), is the sole general partner of LLCP.
     Levine Leichtman Capital Partners, Inc., a California corporation ("LLCP
     Inc."), is the sole general partner of LLCP California. Arthur E. Levine is


                                                         30
<PAGE>

     a director, the president and a shareholder of LLCP Inc. Lauren B.
     Leichtman is a director, the chief executive officer and a shareholder of
     LLCP Inc. The address of each of LLCP, LLCP California, LLCP Inc., Mr.
     Levine and Ms. Leichtman is c/o Levine Leichtman Capital Partners II, L.P.,
     335 North Maple Drive, Suite 240, Beverly Hills, California 90210.

(2)  Mr. Estes' address is 6004 South US Highway 59, Lufkin, Texas 75901.
     Includes 50,000 shares of common stock underlying options.

(3)  Includes 300,000 shares of common stock underlying options.

(4)  Includes 50,000 shares of common stock underlying options.

(5)  Includes 150,000 shares of common stock underlying options and 79,100
     shares of common stock that Mr. Shatley may be deemed to beneficially own
     as a general partner in a family limited partnership.

(6)  Includes 50,000 shares of common stock underlying options.

(7)  Represents shares of common stock underlying options.

(8)  Includes 20,000 shares of common stock underlying options.

(9)  Includes 672,000 shares of common stock underlying options and 79,100
     shares of common stock that Mr. Shatley may be deemed to beneficially own
     as a general partner in a family limited partnership.


EQUITY COMPENSATION PLAN INFORMATION

     The following table gives information about our common stock that may be
issued upon the exercise of options, warrants and rights under all of our
existing equity compensation plans as of September 26, 2004.

<TABLE>
                                                                                              NUMBER OF SECURITIES
                                                                                             REMAINING AVAILABLE FOR
                                       NUMBER OF SECURITIES TO       WEIGHTED-AVERAGE         FUTURE ISSUANCE UNDER
                                       BE ISSUED UPON EXERCISE        EXERCISE PRICE           EQUITY COMPENSATION
                                           OF OUTSTANDING         OF OUTSTANDING OPTIONS,       PLANS (EXCLUDING
                                          OPTIONS, WARRANTS              WARRANTS             SECURITIES REFLECTED
     PLAN CATEGORY                           AND RIGHTS                 AND RIGHTS               IN COLUMN (A))
     -------------                           ----------                 ----------               --------------
                                                 (a)                        (b)                        (c)
<S>     <C>
Equity compensation plans approved
  by security holders                        672,000 (1)                    $1.28                    128,000 (2)

Equity compensation plans not
  approved by security holders                    --                         --                           --

     Total                                   672,000                        $1.28                    128,000
</TABLE>

----------

(1)  Represents shares of common stock underlying options granted under our 2002
     Employee Stock Option Plan.

(2)  Represents shares of common stock authorized for issuance under our 2002
     Employee Stock Option Plan, which plan was adopted by our board of
     directors and then majority stockholder on September 25, 2002, to be
     effective as of October 29, 2002; the plan was further approved by our
     stockholders at our 2003 annual meeting. Our 2002 Employee Stock Option
     Plan provides that if, at any time while that plan is in effect or
     unexercised options granted under that plan are outstanding, there is an
     increase or decrease in the number of issued and outstanding shares of
     common stock of our company through the declaration of a stock dividend or
     through a recapitalization that results in a stock split, combination or
     exchange of shares, then appropriate adjustment shall be made in the


                                       31
<PAGE>
     maximum number of shares authorized for issuance under that plan so that
     the same proportion of our issued and outstanding shares of common stock
     will continue to be subject to being optioned under that plan and
     appropriate adjustment will be made in the number of shares and the
     exercise price per share then subject to outstanding options so that the
     same proportion of our issued and outstanding shares will remain subject to
     purchase at the same aggregate exercise price.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         ----------------------------------------------

     In connection with the October 2002 spin-off, TreeCon Resources transferred
to us two promissory notes in the principal amounts of $207,375 and $184,875,
made by Mr. Rudis and Mr. Shatley, respectively. These notes became due and
payable on September 24, 2003 and are collateralized solely by the common stock
of TreeCon Resources. Based on our assessment of the collectibility of these
notes, including the value of the subject collateral, we assigned no value to
the notes upon their receipt, and the notes continued to have no recorded value
at September 26, 2004.

     As of September 26, 2004, our indebtedness to significant lenders consisted
primarily of a secured senior subordinated note payable to LLCP in the principal
amount of $28.9 million and two notes payable to PSI, consisting of senior Term
A Loan in the principal amount of $17.8 million and senior Term B Loan in the
principal amount of $4.3 million. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital Resources"
in Part II, Item 7 of this report for more information regarding the refinancing
arrangements we entered into in October 2003 and September 2004 with each of
LLCP and PSI.

     In conjunction with the October 31, 2003 refinancing, we, James Rudis and
LLCP amended an investor rights agreement among us pursuant to which we granted
to LLCP the right to designate for nomination and election up to three members
of our board of directors, together with the right to fill the next available
vacancy created on the board of directors after October 31, 2003, which could
result in LLCP having up to four LLCP representatives on the board at any time.
Mr. Rudis is obligated to vote his shares of our common stock in favor of LLCP's
nominees. In addition, among other things, the parties extended to January 2006
the time period during which annual consulting fees of $180,000 will be payable
to LLCP. Also, LLCP obtained co-sale rights with respect to shares of our common
stock owned by Mr. Rudis and has a right of first refusal to purchase its pro
rata share of certain issuances of our capital stock. The investor rights
agreement contains certain restrictions regarding our ability to grant options
to our directors, executive officers, consultants and key employees and to amend
any existing stock option plans or adopt or approve any new stock option or
stock purchase plans. LLCP has the right to pursue remedies against us and/or
Mr. Rudis and we will have the right to terminate Mr. Rudis for "cause", if
there is a breach of Mr. Rudis' liabilities and obligations under the agreement.
Mr. Rudis was obligated to resign, and did timely resign, from all of his
positions at TreeCon Resources, Inc., our former parent, no later than December
31, 2003.

     On October 31, 2003, we and LLCP also terminated our equity repurchase
option that provided that, among other things, we had the right, under certain
conditions, to repurchase from LLCP, in whole but not in part, all shares of our
common stock owned by LLCP or issuable to LLCP upon the exercise of warrants or
conversion of preferred stock. In addition, we entered into amended employment
arrangements with Mr. Rudis and Mr. Steinbrun pursuant to which salaries were
adjusted and the terms of the agreements extended. Also, LLCP and PSI amended
their intercreditor and subordination agreement with respect to the
indebtedness, liabilities and obligations owed by us to each.

     In connection with our financing arrangements with LLCP, we entered into an
amended and restated registration rights agreement with it, as the holder of the
warrant we issued to it, whereby we agreed to register under the Securities Act
of 1933 shares of our common stock it holds or acquires, which includes shares
of our common stock it acquires upon exercise of its warrants to purchase our
common stock, conversion of its shares of our Series A Convertible Preferred
Stock and any other acquisition of our common stock. In addition, we agreed
under certain circumstances, upon the request of the holder, to include its
shares of our common stock in a securities registration that we undertake on our
behalf or on behalf of others.


                                       32
<PAGE>

     Effective December 15, 2003, we engaged Steinbrun, Hughes and Assoc.
("SHA"), a business and financial consulting firm, to search for candidates to
place in either vacant or newly created positions within our company and to
provide consultants to temporarily fill vacant positions. Mr. Steinbrun, who is
one of our directors and executive officers, is a stockholder, director and
officer of SHA. We paid SHA $89,265 for services rendered under this agreement
through September 26, 2004. These fees totaled more than 5% of SHA's gross
revenues for its fiscal year ended December 31, 2003.

     In February 2004, we engaged Alexander Auerbach & Co., Inc. ("AAPR") to
provide us with public relations and marketing services. AAPR provides public
relations, media relations and communications marketing services to support our
sales activities. Alexander Auerbach, who is a director of our company, is a
stockholder, director and officer of AAPR. We paid to AAPR $30,148 for services
rendered under this engagement through September 26, 2004. These fees totaled
more than 5% of AAPR's gross revenues for its fiscal year ended January 31,
2004.

     We are or have been a party to employment arrangements with related
parties, as more particularly described above under the heading "Employment
Contracts and Termination of Employment and Change-in-Control Arrangements."

     The interest of the particular director, executive officer or security
holder in each matter described above was disclosed to our board of directors
before our board of directors approved the matter.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
         --------------------------------------

AUDIT AND NON-AUDIT FEES

     The following table presents fees for professional audit services rendered
by Ernst & Young LLP for the audit of our annual financial statements for fiscal
years 2004 and 2003 and fees billed for other services rendered by Ernst & Young
LLP:

                                                  2004                2003
                                             ---------------     ---------------
        Audit Fees.....................          $307,000            $312,500
        Audit-Related Fees.............                 -              18,000
        Tax Fees.......................            56,500              26,620
        All Other Fees.................                 -                   -

     Fees for audit services include fees associated with the annual audit and
the reviews of our quarterly reports on Form 10-Q. Audit-related fees
principally included payments for our registration statement on Form 10. Tax
fees included tax compliance, tax advice and tax planning services.

     Our audit committee's policy is to pre-approve all auditing services and
permitted non-audit services (including the fees and terms thereof) to be
performed for us by our independent auditors, subject to the de minimis
exceptions for non-audit services described in Section 10A(i)(1)(B) of the
Exchange Act that are approved by the audit committee prior to the completion of
the audit.


                                       33
<PAGE>

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
         ----------------------------------------------------------------

(a)  FINANCIAL STATEMENTS AND SCHEDULES
     ----------------------------------

     1.  The following financial statements are filed as part of this report:

         Report of Independent Registered Public Accounting Firm

         Balance Sheets -- September 26, 2004 and September 28, 2003

         Statements of Operations -- Years Ended September 26, 2004, September
         28, 2003 and September 29, 2002

         Statements of Shareholders' Equity -- Years Ended September 26, 2004,
         September 28, 2003 and September 29, 2002

         Statements of Cash Flows -- Years Ended September 26, 2004, September
         28, 2003 and September 29, 2002

         Notes to Financial Statements

     2.  The following schedule is included herein:

         Schedule II - Valuation and Qualifying Accounts and Reserves

         Schedules for which provision is made in the applicable rules and
         regulations of the Securities and Exchange Commission and are not
         required under the related instructions or are inapplicable have been
         omitted.

(b)  ELIMINATED
     ----------

(c)  EXHIBITS
     --------

EXHIBIT
NUMBER                                EXHIBIT TITLE
------                                -------------

3.1 (1)      Form of Amended and Restated Articles of Incorporation of Overhill
             Farms, Inc. (Exhibit 3.1)

3.2 (1)      Form of Amended and Restated Bylaws of Overhill Farms, Inc.
             (Exhibit 3.2)

3.3 (4)      Action with Respect to Bylaws of Overhill Farms, Inc., certified by
             the Secretary of Overhill Farms, Inc. as of June 13, 2003
             (Exhibit 3.1)

3.4 (10)     Certificate of Amendment to Articles of Incorporation of Overhill
             Farms, Inc. filed August 12, 2003 with the Nevada Secretary of
             State (Exhibit 3.4)

4.1 (1)      Form of the specimen common stock certificate of Overhill Farms,
             Inc. (Exhibit 4.1)

10.1 (1) #   2002 Employee Stock Option Plan for Overhill Farms, Inc.
             (Exhibit 10.1)

10.2 (10)    Letter agreement dated June 24, 2002 between U.S. Growers Cold
             Storage, Inc. and Overhill Farms, Inc. and Lease dated December 2,
             1983 between Eastcase Company and Overhill Foods Corp. regarding
             premises located at 3055 E. 44th Street, Vernon, California
             (Exhibit 10.2)


                                       34
<PAGE>

EXHIBIT
NUMBER                                EXHIBIT TITLE
------                                -------------

10.3 (10)    Master Lease Agreement dated as of August 1, 2002 between General
             Electric Capital Corporation and Overhill Farms, Inc. and related
             documentation regarding freezers and various other equipment
             (Exhibit 10.35)

10.4 (10)    Industrial Real Estate Lease (Single-Tenant Facility) dated April
             22, 1994 between Vernon Associates and Ernest Paper Products, Inc.
             and related addendum regarding premises located at 2727 E. Vernon
             Avenue, Vernon, California (Exhibit 10.86)

10.5 (10)    Sublease dated as of January 1, 2002 by and between Ernest Paper
             Products, Inc. and Overhill Farms, Inc. and related documents
             regarding premises located at 2727 E. Vernon Avenue, Vernon,
             California (Exhibit 10.87)

10.6 (10)    Standard Industrial/Commercial Single-Tenant Lease - Net dated
             January 1, 2002 by and between Vernon Associates, LLC and Overhill
             Farms, Inc. regarding premises located at 2727 E. Vernon Avenue,
             Vernon, California (Exhibit 10.88)

10.7 (10)    Addendum to Standard Industrial/Commercial Single-Tenant Lease -
             Net regarding premises located at 2727 E. Vernon Avenue, Vernon,
             California (Exhibit 10.89)

10.8 (2)     Master Co-Pack Agreement, entered into as of August 7, 2000, by and
             between Schwan's Sales Enterprises, Inc. and Overhill Farms, Inc.
             (Exhibit 10.49)

10.9 (2) #   Employment Agreement, entered into as of November 1, 1999 between
             Polyphase Corporation and Overhill Farms, Inc., jointly and
             severally, and James Rudis (Exhibit 10.36)

10.10 (9) #  Amendment to Employment Agreement dated October 30, 2003 between
             Overhill Farms, Inc. and James Rudis (Exhibit 10.1)

10.11 (2) #  Employment Agreement, entered into as of November 1, 1999 between
             Polyphase Corporation and Overhill Farms, Inc., jointly and
             severally, and William E. Shatley (Exhibit 10.37)

10.12 (4) #  Letter agreement dated April 15, 2003 between Overhill Farms, Inc.
             and William Shatley regarding restructuring of salary payments
             (Exhibit 10.1)

10.13 (4) #  Letter agreement dated April 3, 2003 between Overhill Farms, Inc.
             and John Steinbrun confirming the terms of employment
             (Exhibit 10.3)

10.14 (9) #  Letter agreement dated October 30, 2003 confirming amendment to
             terms of April 3, 2003 employment agreement between Overhill Farms,
             Inc. and John Steinbrun (Exhibit 10.2)

10.15 (4)    Consulting Agreement dated effective February 10, 2003 between
             Steinbrun, Hughes and Associates dba The Steinbrun Group and
             Overhill Farms, Inc. (Exhibit 10.4)

10.16 (12)   Executive search services agreement dated effective December 15,
             2003 between Steinbrun Hughes and Assoc. and Overhill Farms, Inc.
             (Exhibit 10)

10.17 (4) #  Letter agreement dated April 15, 2003 between Overhill Farms, Inc.
             and Andrew Horvath regarding restructuring of salary payments
             (Exhibit 10.2)

10.18 (14)   Consulting agreement dated February 18, 2004 between Overhill
             Farms, Inc. and Alexander Auerbach & Co., Inc. (Exhibit 10.1)

10.19 (4)    Promissory Note dated September 25, 2001 in the principal amount of
             $207,375 made by James Rudis in favor of Overhill Corporation
             (Exhibit 10.27)


                                       35
<PAGE>

EXHIBIT
NUMBER                                EXHIBIT TITLE
------                                -------------

10.20 (4)    Promissory Note dated September 25, 2001 in the principal amount of
             $184,875 made by William Shatley in favor of Overhill Corporation
             (Exhibit 10.28)

10.21 (4)    Security Agreement dated September 25, 2001 between James Rudis and
             Overhill Corporation (Exhibit 10.29)

10.22 (4)    Security Agreement dated September 25, 2001 between William Shatley
             and Overhill Corporation (Exhibit 10.30)

10.23 (1)    Form of Amended and Restated Investor Rights Agreement by and among
             Overhill Farms, Inc., James Rudis, William E. Shatley and Levine
             Leichtman Capital Partners II, L.P. (Exhibit 10.28)

10.24 (3)    Amendment to Investor Rights Agreement, dated as of April 16, 2003,
             by and among Overhill Farms, Inc., James Rudis, William E. Shatley
             and Levine Leichtman Capital Partners II, L.P. (Exhibit 10.6)

10.25 (9)    Second Amendment to Amended and Restated Investor Rights Agreement
             dated October 31, 2003 between Overhill Farms, Inc., James Rudis
             and Levine Leichtman Capital Partners II, L.P. (Exhibit 10.6)

10.26 (1)    Form of Amended and Restated Registration Rights Agreement by and
             between Overhill Farms, Inc. and Levine Leichtman Capital Partners
             II, L.P. (Exhibit 10.30)

10.27 (1)    Form of Amended and Restated Security Agreement, by Overhill Farms,
             Inc. and Overhill L.C. Ventures, Inc. in favor of Levine Leichtman
             Capital Partners II, L.P. (Exhibit 10.31)

10.28 (4)    Amendment to Amended and Restated Security Agreement dated as of
             April 4, 2003 by Overhill Farms, Inc. and Overhill L.C. Ventures,
             Inc. in favor of Levine Leichtman Capital Partners II, L.P.
             (Exhibit 10.8)

10.29 (3)    Second Amendment to Amended and Restated Security Agreement, dated
             as of April 16, 2003, by Overhill Farm, Inc. and Overhill L.C.
             Ventures, Inc. in favor of Levine Leichtman Capital Partners II,
             L.P. (Exhibit 10.7)

10.30 (9)    Third Amendment to Amended and Restated Security Agreement dated
             October 31, 2003 among Overhill Farms, Inc., any future
             subsidiaries of Overhill Farms, Inc. from time to time parties
             thereto, and Levine Leichtman Capital Partners II, L.P.
             (Exhibit 10.5)

10.31 (1)    Form of Amended and Restated Patent, Trademark and Copyright
             Security Agreement by Overhill Farms, Inc. and Overhill L.C.
             Ventures, Inc. in favor of Levine Leichtman Capital Partners II,
             L.P. (Exhibit 10.32)

10.32 (4)    Assignment of Patent, Trademark and Copyright Security Agreement
             dated as of April 16, 2003 among Union Bank of California, N.A.,
             Pleasant Street Investors, LLC, Overhill Farms, Inc. and Overhill
             L.C. Ventures, Inc. (Exhibit 10.24).

10.33 (7)    Pledge Agreement dated as of November 24, 1999 by Overhill Farms,
             Inc., Polyphase Corporation and Overhill L.C. Ventures, Inc. in
             favor of Union Bank of California, N.A. (Exhibit 10.4)

10.34 (1)    Form of Amended and Restated Stock Pledge and Control Agreement, by
             Overhill Farms, Inc. in favor of Levine Leichtman Capital Partners
             II, L.P. (Exhibit 10.33)

10.35 (1)    Equity Repurchase Option Agreement, dated as of September 11, 2002,
             between Overhill Farms, Inc. and Levine Leichtman Capital Partners
             II, L.P. (Exhibit 10.34)

10.36 (3)    Amendment to Equity Repurchase Option Agreement, dated as of April
             16, 2003, by and between Overhill Farms, Inc. and Levine Leichtman
             Capital Partners II, L.P. (Exhibit 10.8)

10.37 (9)    Termination Agreement Re: Equity Repurchase Option Agreement dated
             October 31, 2003 between Overhill Farms, Inc. and Levine Leichtman
             Capital Partners II, L.P. (Exhibit 10.7)


                                       36
<PAGE>

EXHIBIT
NUMBER                                EXHIBIT TITLE
------                                -------------

10.38 (3)    Second Amended and Restated Loan and Security Agreement, dated as
             of April 16, 2003, among Overhill Farms, Inc., Overhill L.C.
             Ventures, Inc. and Pleasant Street Investors, LLC (Exhibit 10.1)

10.39 (4)    First Amendment to Second Amended and Restated Loan and Security
             Agreement dated as of May 16, 2003, among Overhill Farms, Inc.,
             Overhill L.C. Ventures, Inc. and Levine Leichtman Capital Partners
             II, L.P. (Exhibit 10.16)

10.40 (4)    Second Amendment to Second Amended and Restated Loan and Security
             Agreement dated as of June 19, 2003, among Overhill Farms, Inc.,
             Overhill L.C. Ventures, Inc. and Levine Leichtman Capital Partners
             II, L.P. (Exhibit 10.18)

10.41 (9)    Third Amendment to Second Amended and Restated Loan and Security
             Agreement dated October 31, 2003 between Overhill Farms, Inc. and
             Pleasant Street Investors, LLC (Exhibit 10.8)

10.42 (11)   Conditional Waiver Letter dated December 12, 2003 between Pleasant
             Street Investors, LLC and Overhill Farms, Inc. relating to Second
             Amended and Restated Loan and Security Agreement dated as of April
             16, 2003, as amended (Exhibit 10.12)

10.43 (13)   Fourth Amendment to Second Amended and Restated Loan and Security
             Agreement, dated October 6, 2004, to be effective as of September
             26, 2004, by and among Overhill Farms, Inc. and Pleasant Street
             Investors, LLC (Exhibit 10.1)

10.44 (9)    Second Amended and Restated Secured Senior Term A Note in the
             principal amount of $17,800,000 made by Overhill Farms, Inc. in
             favor of Pleasant Street Investors, LLC on October 31, 2003
             (Exhibit 10.9)

10.45 (3)    Secured Senior Term B Note, dated as of April 16, 2003 in the
             stated principal amount of $5,000,000, made by Overhill Farms, Inc.
             and payable to the order of Pleasant Street Investors, LLC
             (Exhibit 10.3)

10.46 (3)    Second Amended and Restated Securities Purchase Agreement, dated as
             of April 16, 2003, by and among Overhill Farms, Inc., the entities
             identified therein as Guarantors and Levine Leichtman Capital
             Partners, II, L.P. (Exhibit 10.4)

10.47 (4)    First Amendment to Second Amended and Restated Securities Purchase
             Agreement dated as of May 16, 2003, among Overhill Farms, Inc., the
             entities from time to time parties thereto as Guarantors and Levine
             Leichtman Capital Partners II, L.P. (Exhibit 10.15)

10.48 (4)    Second Amendment to Second Amended and Restated Securities Purchase
             Agreement dated as of June 19, 2003, among Overhill Farms, Inc.,
             the entities from time to time parties thereto as Guarantors and
             Levine Leichtman Capital Partners II, L.P. (Exhibit 10.17)

10.49 (9)    Third Amendment to Second Amended and Restated Securities Purchase
             Agreement dated October 31, 2003 among Overhill Farms, Inc., the
             entities from time to time parties thereto as Guarantors, and
             Levine Leichtman Capital Partners II, L.P. (Exhibit 10.3)

10.50 (4)    Conditional Waiver Letter dated July 18, 2003 between Levine
             Leichtman Capital Partners II, L.P. and Overhill Farms, Inc.
             relating to Second Amended and Restated Securities Purchase
             Agreement dated as of April 16, 2003, as amended (Exhibit 10.23)

10.60 (11)   Conditional Waiver Letter dated December 12, 2003 between Levine
             Leichtman Capital Partners II, L.P. and Overhill Farms, Inc.
             relating to Second Amended and Restated Securities Purchase
             Agreement dated as of April 16, 2003, as amended (Exhibit 10.11)


                                       37
<PAGE>

EXHIBIT
NUMBER                                EXHIBIT TITLE
------                                -------------

10.61 (13)   Fourth Amendment to Second Amended and Restated Securities Purchase
             Agreement, dated October 6, 2004, to be effective as of September
             26, 2004, by and among Overhill Farms, Inc. and Levine Leichtman
             Capital Partners II, L.P. (Exhibit 10.2)

10.62 (5)    Secured Senior Subordinated Bridge Note dated April 4, 2003 in the
             principal amount of $3,000,000 made by Overhill Farms, Inc. in
             favor of Levine Leichtman Capital Partners II, L.P. (Exhibit 99.12)

10.63 (3)    Agreement Regarding Repayment of Bridge Note, dated as of April 16,
             2003, by and among Overhill Farms, Inc., Overhill L.C. Ventures,
             Levine Leichtman Capital Partners II, L.P. and Pleasant Street
             Investors, LLC (Exhibit 10.5)

10.64 (4)    Limited Release and Indemnity Agreement dated as of April 16, 2003,
             among Union Bank of California, N.A., Levine Leichtman Capital
             Partners II, L.P. and Overhill Farms, Inc. (Exhibit 10.5)

10.65 (7)    Continuing Guarantee dated as of November 24, 1999 by Overhill L.C.
             Ventures, Inc. and Polyphase Corporation in favor of Union Bank of
             California, N.A. (Exhibit 10.3)

10.67 (4)    Amendment to Continuing Guaranty dated as of April 16, 2003 between
             Overhill L.C. Ventures, Inc. and Pleasant Street Investors, LLC
             (Exhibit 10.13)

10.68 (4)    Acknowledgment and Reaffirmation of Loan Documents dated as of
             April 16, 2003 made by Overhill Farms, Inc. in favor of Pleasant
             Street Investors, LLC (Exhibit 10.14)

10.69 (4)    Termination Agreement regarding Alternative Dispute Resolution
             Agreements dated as of April 16, 2003 between Overhill Farms, Inc.,
             Overhill L.C. Ventures, Inc. and Union Bank of California, N.A.
             (Exhibit 10.25)

10.70 (6)    Second Amended and Restated Intercreditor and Subordination
             Agreement dated as of April 16, 2003 between Pleasant Street
             Investors, LLC and Levine Leichtman Capital Partners II, L.P.
             (Exhibit 99.20)

10.71 (9)    First Amendment to and Consent Under Second Amended and Restated
             Intercreditor and Subordination Agreement dated October 31, 2003
             between Levine Leichtman Capital Partners II, L.P. and Pleasant
             Street Investors, LLC (Exhibit 10.10)

10.72 (13)   Consent Under Second Amended and Restated Intercreditor and
             Subordination Agreement, dated October 6, 2004, to be effective as
             of September 26, 2004, by and between Pleasant Street Investors,
             LLC and Levine Leichtman Capital Partners II, L.P. (Exhibit 10.4)

10.73 (8)    Amended and Restated Warrant (No. LL-4) to purchase 100 shares of
             common stock of Overhill Farms, Inc., originally issued September
             11, 2002, restated upon partial exercise as of December 13, 2002,
             issued by Overhill Farms, Inc. in favor of Levine Leichtman Capital
             Partners II, L.P. (Exhibit 99.10)

10.74 (8)    Amended and Restated Warrant (No. LL-3) to purchase 100 shares of
             common stock of Overhill Farms, Inc., originally issued November
             24, 1999, amended and restated as of October 29, 2002, restated
             upon partial exercise as of December 13, 2002, issued by Overhill
             Farms, Inc. in favor of Levine Leichtman Capital Partners II, L.P.
             (Exhibit 99.9)

10.75 (5)    Amendment to Amended and Restated Secured Senior Subordinated Note
             due 2004 dated as of April 4, 2003 between Overhill Farms, Inc. and
             Levine Leichtman Capital Partners II, L.P. (Exhibit 99.13)

10.76 (9)    Second Amended and Restated Secured Senior Subordinated Note due
             2006 in the principal amount of $28,858,000 made by Overhill Farms,
             Inc. in favor of Levine Leichtman Capital Partners II, L.P. on
             October 31, 2003 (Exhibit 10.4)


                                       38
<PAGE>

EXHIBIT
NUMBER                                EXHIBIT TITLE
------                                -------------

10.77 (13)   Amendment to Second Amended and Restated Secured Senior
             Subordinated Note due 2006, dated October 6, 2004, to be effective
             as of September 26, 2004, by and between Overhill Farms, Inc. and
             Levine Leichtman Capital Partners II, L.P. (Exhibit 10.3)

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

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

(1)      Incorporated by reference to the exhibit shown in parentheses included
         in the Overhill Farms, Inc.'s Registration Statement on Form 10 (File
         No. 1-16699)

(2)      Incorporated by reference to the exhibit shown in parentheses included
         in Overhill Corporation's Annual Report on Form 10-K for the fiscal
         year ended September 30, 2001, filed by Overhill Corporation
         (subsequently known as TreeCon Resources, Inc.) with the Securities and
         Exchange Commission (File No. 1-9083)

(3)      Incorporated by reference to the exhibit shown in parentheses included
         in the Overhill Farms, Inc.'s Quarterly Report on Form 10-Q for the
         quarter ended March 30, 2003

(4)      Incorporated by reference to the exhibit shown in parentheses included
         in Overhill Farms, Inc.'s Current Report on Form 8-K for August 7, 2003
         regarding the amendment of Overhill Farms, Inc.'s bylaws and various
         agreements entered into by Overhill Farms, Inc.

(5)      Incorporated by reference to the exhibit shown in parentheses included
         in Amendment No. 2 to Schedule 13D for April 4, 2003 relating to
         ownership of Overhill Farms, Inc. by Levine Leichtman Capital Partners
         II, L.P.

(6)      Incorporated by reference to the exhibit shown in parentheses included
         in Amendment No. 3 to Schedule 13D for April 16, 2003 relating to
         ownership of Overhill Farms, Inc. by Levine Leichtman Capital Partners
         II, L.P.

(7)      Incorporated by reference to the exhibit shown in parentheses included
         in the Form 10-Q for TreeCon Resources, Inc. formerly known as Overhill
         Corporation (File No. 1-9083) for the quarter ended December 31, 1999

(8)      Incorporated by reference to the exhibit shown in parentheses included
         in Amendment No. 1 to Schedule 13D for December 13, 2002 relating to
         ownership of Overhill Farms, Inc, by Levine Leichtman Capital Partners
         II, L.P.

(9)      Incorporated by reference to the exhibit shown in parentheses included
         in the Overhill Farms, Inc.'s Current Report on Form 8-K for October
         31, 2003 relating to the refinancing of its senior term loans and
         senior subordinated debt

(10)     Incorporated by reference to the exhibit shown in parentheses included
         in the Overhill Farm, Inc.'s Annual Report on Form 10-K for the fiscal
         year ended September 28, 2003


                                       39
<PAGE>

(11)     Incorporated by reference to the exhibit shown in parentheses included
         in the Overhill Farms, Inc.'s Quarterly Report on Form 10-Q for the
         quarter ended December 28, 2003

(12)     Incorporated by reference to the exhibit shown in parentheses included
         in the Overhill Farms, Inc.'s Quarterly Report on Form 10-Q for the
         quarter ended March 28, 2004

(13)     Incorporated by reference to the exhibit shown in parentheses included
         in the Overhill Farms, Inc.'s Current Report on Form 8-K for October 6,
         2004 relating to the execution of amendments to Overhill Farms, Inc.'s
         financing arrangements with Pleasant Street Investors, LLC and Levine
         Leichtman Capital Partners II, L.P. effective as of September 26, 2004

(14)     Incorporated by reference to the exhibit shown in parentheses included
         in the Overhill Farms, Inc.'s Current Report on Form 8-K for September
         17, 2004

**       Filed herewith

#        Management contract or compensatory plan or arrangement


                                       40
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.


                              By:   /s/ James Rudis
                                    --------------------------------------------
                                    Name: James Rudis
                                    Title: President and Chief Executive Officer
                                    Date: December 23, 2004

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
Signature                         Title                                                     Date
---------                         -----                                                     ----
<S>                               <C>                                                       <C>
/s/ James Rudis                   President, Chief Executive Officer and Chairman of        December 23, 2004
------------------------------    the Board of Directors (principal executive officer)
James Rudis

/s/ John L. Steinbrun             Senior Vice President, Chief Financial Officer            December 23, 2004
------------------------------    and Director (principal financial and accounting
John L. Steinbrun                 officer)

/s/ Alexander Auerbach            Director                                                  December 23, 2004
------------------------------
Alexander Auerbach

/s/ Harold Estes                  Director                                                  December 23, 2004
------------------------------
Harold Estes

/s/ Geoffrey A. Gerard            Director                                                  December 23, 2004
------------------------------
Geoffrey A. Gerard

/s/ Louis J. Giraudo              Director                                                  December 23, 2004
------------------------------
Louis J. Giraudo

/s/ John E. McConnaughy, Jr.      Director                                                  December 23, 2004
------------------------------
John E. McConnaughy, Jr.

/s/ Alexander Rodetis, Jr.        Director                                                  December 23, 2004
------------------------------
Alexander Rodetis, Jr.

/s/ William E. Shatley            Director                                                  December 23, 2004
------------------------------
William E. Shatley


                                                     41
</TABLE>
<PAGE>

<TABLE>
                                             OVERHILL FARMS, INC.

                                        INDEX TO FINANCIAL STATEMENTS


Audited Financial Statements:                                                                                  Page:
----------------------------                                                                                   ----
<S>                                                                                                            <C>
     Report of Independent Registered Public Accounting Firm....................................................F-2

     Balance Sheets as of September 26, 2004 and September 28, 2003.............................................F-3

     Statements of Operations for the Years Ended September 26, 2004, September 28, 2003 and
         September 29, 2002.....................................................................................F-5

     Statements of Shareholders' Equity (Deficit) for the Years Ended September 26, 2004,
         September 28, 2003 and September 29, 2002..............................................................F-6

     Statements of Cash Flows for the Years Ended September 26, 2004, September 28, 2003 and
         September 29, 2002.....................................................................................F-7

     Notes to Financial Statements.............................................................................F-10

     Schedule II - Valuation and Qualifying Accounts and Reserves..............................................F-29


                                                     F-1
</TABLE>
<PAGE>

             Report of Independent Registered Public Accounting Firm


The Board of Directors and Shareholders
Overhill Farms, Inc.

We have audited the accompanying balance sheets of Overhill Farms, Inc. (the
Company) as of September 26, 2004 and September 28, 2003, and the related
statements of operations, shareholders' equity (deficit), and cash flows for the
years ended September 26, 2004, September 28, 2003 and September 29, 2002. Our
audit also included the financial statement schedules listed in the Index at
Item 15(a). These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Overhill Farms, Inc. as of
September 26, 2004 and September 28, 2003, and the results of its operations and
its cash flows for the years ended September 26, 2004, September 28, 2003 and
September 29, 2002, in conformity with U.S. generally accepted accounting
principles. Also, in our opinion, the related financial statement schedules,
when considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.



                                                          /s/ Ernst & Young LLP


Los Angeles, California
December 10, 2004


                                       F-2
<PAGE>

<TABLE>
                                                 OVERHILL FARMS, INC.

                                                    BALANCE SHEETS


                                                        ASSETS

                                                                                September 26,          September 28,
                                                                                    2004                   2003
                                                                              -----------------      -----------------
<S>                                                                           <C>                    <C>
Current assets:
   Cash                                                                       $      1,609,417       $        513,622
   Accounts receivable, net of allowance for doubtful accounts of
     $125,000 and $111,000 in 2004 and 2003, respectively                           12,606,122             10,027,543
   Inventories                                                                      11,228,548             11,059,923
   Prepaid expenses and other                                                        1,641,333              1,077,392
   Deferred income taxes                                                               690,380                733,758
                                                                              -----------------      -----------------
           Total current assets                                                     27,775,800             23,412,238
                                                                              -----------------      -----------------

Property and equipment, at cost:
   Fixtures and equipment                                                           13,096,349             12,200,724
   Leasehold improvements                                                            9,066,829              9,033,353
   Automotive equipment                                                                 52,669                 52,669
                                                                              -----------------      -----------------
                                                                                    22,215,847             21,286,746
   Less accumulated depreciation and amortization                                   (9,597,566)            (8,035,416)
                                                                              -----------------      -----------------
                                                                                    12,618,281             13,251,330
                                                                              -----------------      -----------------
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 $199,000
     and $4,935,000 in 2004 and 2003, respectively                                     710,297              2,507,028
   Deferred income taxes                                                             3,935,242              2,522,239
   Other                                                                             2,321,514              2,300,857
                                                                              -----------------      -----------------
                                                                                    19,155,488             19,518,559
                                                                              -----------------      -----------------

Total assets                                                                  $     59,549,569       $     56,182,127
                                                                              =================      =================


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

                                                         F-3
</TABLE>
<PAGE>

<TABLE>
                                                 OVERHILL FARMS, INC.

                                              BALANCE SHEETS (CONTINUED)


                                    LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

                                                                                 September 26,          September 28,
                                                                                     2004                   2003
                                                                               -----------------      -----------------
<S>                                                                            <C>                    <C>
Current liabilities:
   Accounts payable                                                            $      7,993,200       $      7,434,945
   Accrued liabilities                                                                2,968,813              3,322,554
   Current maturities of long-term debt                                               3,293,187                813,649
                                                                               -----------------      -----------------
           Total current liabilities                                                 14,255,200             11,571,148

Long-term debt, less current maturities                                              47,775,484             44,950,438
                                                                               -----------------      -----------------
           Total liabilities                                                         62,030,684             56,521,586
                                                                               -----------------      -----------------


Commitments and contingencies                                                                --                     --


Shareholders' equity (deficit):
   Series A Preferred stock, $0.01 par value, authorized 50,000,000
     shares, issued and outstanding, 23.57 shares (liquidation preference
     of $750,000)                                                                            --                     --
   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
   Accumulated deficit                                                              (12,203,133)           (10,061,477)
                                                                               -----------------      -----------------
           Total shareholders' equity (deficit)                                      (2,481,115)              (339,459)
                                                                               -----------------      -----------------

Total liabilities and shareholders' equity (deficit)                           $     59,549,569       $     56,182,127
                                                                               =================      =================


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

                                                         F-4
</TABLE>
<PAGE>

<TABLE>
                                         OVERHILL FARMS, INC.

                                       STATEMENTS OF OPERATIONS


                                                                 For the Years Ended
                                                  ----------------------------------------------------
                                                  September 26,      September 28,      September 29,
                                                      2004               2003                2002
                                                  --------------     --------------     --------------
<S>                                               <C>                <C>                <C>
Net revenues                                      $ 133,957,475      $ 136,950,410      $ 138,900,642
Cost of sales                                       119,646,209        125,007,972        124,141,421
                                                  --------------     --------------     --------------
Gross profit                                         14,311,266         11,942,438         14,759,221

Selling, general and administrative expenses          8,035,676         10,086,572          7,461,495
                                                  --------------     --------------     --------------

Operating income                                      6,275,590          1,855,866          7,297,726

Other income (expense):
  Interest expense                                   (6,359,245)        (7,011,480)        (4,651,184)
  Amortization of deferred financing costs             (504,821)        (3,539,140)          (648,744)
  Debt extinguishment expenses                       (2,778,374)                --                 --
  Other income (expense)                               (142,830)        (1,080,173)          (299,498)
                                                  --------------     --------------     --------------

Total other expenses                                 (9,785,270)       (11,630,793)        (5,599,426)
                                                  --------------     --------------     --------------

(Loss) income before income taxes                    (3,509,680)        (9,774,927)         1,698,300

Income tax (benefit) provision                       (1,368,024)        (3,352,629)           668,413
                                                  --------------     --------------     --------------

Net (loss) income                                 $  (2,141,656)     $  (6,422,298)     $   1,029,887
                                                  ==============     ==============     ==============

Net (loss) income per share - basic               $       (0.14)     $       (0.53)     $        0.11
                                                  ==============     ==============     ==============

Net (loss) income per share - diluted             $       (0.14)     $       (0.53)     $        0.09
                                                  ==============     ==============     ==============

Weighted average shares outstanding - basic          14,805,556         12,032,331          9,400,828
                                                  ==============     ==============     ==============

Weighted average shares outstanding - diluted        14,805,556         12,032,331         11,617,713
                                                  ==============     ==============     ==============


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

                                                  F-5
</TABLE>
<PAGE>

<TABLE>
                                                        OVERHILL FARMS, INC.

                                            STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)


                                                                                 Warrants                   Retained
                                Preferred                          Additional  To Purchase   Receivable     Earnings
                                  Stock          Common Stock        Paid-In      Common        from      (Accumulated
                              Shares Amount    Shares    Amount      Capital      Stock     Former Parent   Deficit)       Total
                              ------ ------ ----------- --------- ------------ ------------ ------------- ------------- ------------
<S>                              <C>    <C> <C>         <C>       <C>          <C>          <C>           <C>           <C>
Balance, September 30, 2001      --     --   9,400,810  $ 94,008  $ 3,730,614  $ 2,370,000  $ (9,541,993) $  6,811,781  $ 3,464,410

  Issuance of preferred stock    24     --          --        --      750,000           --            --            --      750,000
  Issuance of warrants           --     --          --        --           --    1,100,000            --            --    1,100,000
  Net increase in receivable
    from former parent           --     --          --        --           --           --      (992,686)           --     (992,686)
  Net income (comprehensive
    income)                      --     --          --        --           --           --            --     1,029,887    1,029,887
                              ------ ------ ----------- --------- ------------ ------------ ------------- ------------- ------------

Balance, September 29, 2002      24     --   9,400,810    94,008    4,480,614    3,470,000   (10,534,679)    7,841,668    5,351,611

  Issuance of dilution
    protection shares            --     --     252,632     2,526       (2,526)          --            --            --           --
  Warrant exercises              --     --   2,685,355    26,854    3,442,746   (3,469,600)           --            --           --
  Issuance in connection
    with bridge financing        --     --   2,466,759    24,668    1,652,728           --            --            --    1,677,396
  Net advances to former
    parent                       --     --          --        --           --           --      (946,168)           --     (946,168)
  Cancellation of
    receivable from former
    parent                       --     --          --        --           --           --    11,480,847   (11,480,847)          --
  Net loss (comprehensive
    loss)                        --     --          --        --           --           --            --    (6,422,298)  (6,422,298)
                              ------ ------ ----------- --------- ------------ ------------ ------------- ------------- ------------

Balance, September 28, 2003      24     --  14,805,556   148,056    9,573,562          400            --   (10,061,477)    (339,459)

  Net loss (comprehensive
    loss)                        --     --          --        --           --           --            --    (2,141,656)  (2,141,656)
                              ------ ------ ----------- --------- ------------ ------------ ------------- ------------- ------------

Balance, September 26, 2004      24     --  14,805,556  $148,056  $ 9,573,562  $       400            --  $(12,203,133) $(2,481,115)
                              ====== ====== =========== ========= ============ ============ ============= ============= ============


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

                                                                F-6
</TABLE>
<PAGE>

<TABLE>
                                            OVERHILL FARMS, INC.

                                          STATEMENTS OF CASH FLOWS


                                                                         For the Years Ended
                                                            -----------------------------------------------
                                                            September 26,    September 28,    September 29,
                                                                 2004            2003             2002
                                                            -------------    -------------    -------------
<S>                                                         <C>              <C>              <C>
Operating Activities:
  Net income (loss)                                         $ (2,141,656)    $ (6,422,298)    $  1,029,887
  Adjustments to reconcile net income (loss) to net
       cash (used in) provided by operating activities:
     Depreciation                                              1,592,405        1,146,405          689,377
     Amortization                                                743,863        5,226,857        1,222,744
     Loss on asset disposals                                     135,969          569,759           32,400
     Provision for doubtful accounts                             108,694          475,446           90,000
     Noncash debt extinguishment expenses                      2,558,374               --               --
     Deferred income taxes                                    (1,369,624)      (3,354,229)         243,158
     Changes in:
       Accounts receivable                                    (2,687,273)       2,947,114        2,997,013
       Inventories                                              (168,625)       7,429,607         (855,438)
       Prepaid expenses and other                               (584,599)        (786,848)        (973,462)
       Accounts payable                                          558,255       (6,333,946)         467,481
       Accrued liabilities                                      (383,995)       1,414,115         (382,898)
                                                            -------------    -------------    -------------
Net cash (used in) provided by operating activities           (1,638,212)       2,311,982        4,560,262
                                                            -------------    -------------    -------------

Investing Activities:
  Additions to property and equipment                         (1,065,070)      (5,871,978)      (5,124,651)
  Proceeds from sale of property and equipment                        --           75,000           51,450
                                                            -------------    -------------    -------------
Net cash used in investing activities                         (1,065,070)      (5,796,978)      (5,073,201)
                                                            -------------    -------------    -------------


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

                                                    F-7
</TABLE>
<PAGE>

<TABLE>
                                            OVERHILL FARMS, INC.

                                    STATEMENTS OF CASH FLOWS (CONTINUED)


                                                                        For the Years Ended
                                                          -------------------------------------------------
                                                          September 26,     September 28,     September 29,
                                                              2004              2003              2002
                                                          -------------     -------------     -------------
<S>                                                       <C>               <C>               <C>
Financing Activities
  Borrowings on line of credit arrangements               $         --      $  6,722,093      $  7,061,018
  Repayment of line of credit arrangements                          --       (18,679,386)       (3,026,540)
  Borrowings on short-term debt                                     --        25,000,000                --
  Repayment of short-term debt                                      --        (3,000,000)               --
  Borrowings on long-term debt                               5,000,000                --                --
  Principal payments on long-term debt                        (744,094)       (2,037,124)       (2,017,858)
  Deferred financing costs                                    (456,829)       (3,093,580)         (584,294)
  Issuance of common stock                                          --            24,668                --
  Net advances to or on behalf of former parent                     --          (946,168)         (992,686)
                                                          -------------     -------------     -------------
Net cash provided by financing activities                    3,799,077         3,990,503           439,640
                                                          -------------     -------------     -------------

Net increase (decrease) in cash                              1,095,795           505,507           (73,299)
Cash at beginning of year                                      513,622             8,115            81,414
                                                          -------------     -------------     -------------
Cash at end of year                                       $  1,609,417      $    513,622      $      8,115
                                                          =============     =============     =============
Supplemental Schedule of Cash Flow Information:
Cash paid during the year for:
  Interest                                                $  6,146,585      $  5,159,407      $  3,842,297
                                                          =============     =============     =============
  Income taxes                                            $         --      $         --      $      9,775
                                                          =============     =============     =============


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

                                                    F-8
</TABLE>
<PAGE>

                              OVERHILL FARMS, INC.

                      STATEMENTS OF CASH FLOWS (CONTINUED)


SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

     The Company, in connection with its spin-off from its former parent in
October 2002, netted a total of approximately $11.5 million, consisting of all
accrued income taxes due to and the unpaid receivable due from its former
parent, against retained earnings (accumulated deficit).

     During the fiscal year ended September 28, 2003, the Company issued to
Levine Leichtman Capital Partners II, L.P. ("LLCP") a total of 2,937,987 shares
of its common stock in connection with the cashless exercise of warrants and
dilution protection rights granted to LLCP in prior fiscal years.

     In connection with bridge financing arrangements with LLCP during the
fiscal year ended September 28, 2003, the Company issued shares of stock and
recorded a debt discount of approximately $1.65 million, which was being
amortized over the remaining life of the debt. Due to the refinancing of the
Company's debt with LLCP on October 31, 2003, the unamortized balance of the
discount as of September 28, 2003 of $482,001 was charged to expense in the
fiscal quarter ended December 28, 2003.

     During the fiscal year ended September 29, 2002, the Company issued to LLCP
warrants to purchase approximately 750,000 shares of common stock at a nominal
exercise price. The warrants issued had an estimated value of $1.1 million and
were recorded as deferred financing costs.

     During the fiscal year ended September 29, 2002, the Company issued to LLCP
23.57 shares of a newly created Series A Preferred Stock having an estimated
value of $750,000 as consideration for financing costs.


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

                                      F-9
<PAGE>

                              OVERHILL FARMS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 26, 2004


1.       COMPANY AND ORGANIZATIONAL MATTERS

         NATURE OF BUSINESS AND BASIS OF PRESENTATION

         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), whose
ownership was subject to warrants outstanding to purchase Overhill Farms' common
stock (see Note 6). On October 29, 2002, TreeCon Resources, Inc. distributed to
its shareholders, in the form of a tax-free dividend, all of its ownership of
the Company (see Note 12).

         In October 2002, in connection with the spin-off transaction (see Note
12), 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.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         PRINCIPLES OF CONSOLIDATION

         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 year amounts have been reclassified to conform to the current
period presentation.

         FISCAL YEAR

         The Company utilizes a 52- to 53-week accounting period, which ends on
the last Sunday of September in each fiscal year if September 30 does not fall
on a Saturday, or October 1 if September 30 falls on a Saturday. Fiscal years
ended September 26, 2004, September 28, 2003 and September 29, 2002 were 52-week
periods.

         DEFERRED FINANCING COSTS

         Debt financing costs are deferred and amortized as additional interest
expense using the straight-line method over the term of the related debt.
Amortization of these costs totaled $505,000, $3,539,000, and $649,000 for the
fiscal years ended September 26, 2004, September 28, 2003 and September 29,
2002, respectively.

         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. The Company charges off uncollectible
accounts at the point in time when no recovery is expected.


                                      F-10
<PAGE>

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Panda Restaurant Group, Jenny Craig Products and American Airlines
accounted for approximately 18%, 24% and 16%, respectively, of the Company's
total accounts receivable balance at September 26, 2004 and approximately 14%,
26% and 18%, respectively, of the Company's total accounts receivable balance at
September 28, 2003.

         For the fiscal years ended September 26, 2004, September 28, 2003 and
September 29, 2002, the Company's write-offs, net of recoveries, to the
allowance for doubtful accounts were approximately $95,000, $466,000 and
$13,000, respectively.

         SIGNIFICANT CUSTOMERS

         Significant customers accounted for the following percentages of the
Company's revenues during the fiscal years ended:

                               September 26,     September 28,     September 29,
                                   2004              2003              2002
                               ------------------------------------------------

   Panda Restaurant Group           29%              24%               21%
   Jenny Craig Products             18%              18%               15%
   American Airlines                10%               8%                9%
   Pinnacle Foods                    2%               7%               11%

         No other customer accounted for revenues of 10% or more in the periods
presented.

         FINANCIAL INSTRUMENTS

         The fair value of financial instruments is determined by reference to
market data and by other valuation techniques as appropriate. Because there is
no market for the debt owed to LLCP, it is impractical at this time to estimate
the fair value of the debt. Unless otherwise disclosed, the fair values of
financial instruments approximate their recorded values.

         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. Inventory write-offs were $205,000, $199,000 and
$91,000 for the years ended September 26, 2004, September 28, 2003 and September
29, 2002, respectively.

         CONCENTRATION OF SOURCES OF LABOR

         The Company's total hourly and salaried workforce consists of
approximately 804 employees at September 26, 2004. Approximately 81% of the
Company's workforce is covered by a collective bargaining agreement expiring
February 28, 2005.

         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 the Company's Vernon, California operating facility
are amortized over the lesser of the initial lease term plus one lease extension
period, initially 13 years, or the estimated useful life 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.


                                      F-11
<PAGE>

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         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. The fixtures and equipment balances include
$637,100 and $240,500 of construction in process at September 26, 2004 and
September 28, 2003, respectively. 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 other income (expense).

         The Company incurred interest costs of approximately $7.0 million
during the year ended September 28, 2003 and capitalized $236,000 as a component
of property and equipment related to internally constructed assets.

         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 SFAS No. 142,
"Goodwill and Other Intangible Assets." The Company has one reporting unit and
estimates fair value based upon a variety of factors, including discounted cash
flow analysis, market capitalization and other market-based information. The
Company performed its evaluation of goodwill for impairment as of September
2004, which indicated that no impairment charge was necessary.

         STOCK OPTIONS

         The Company accounts for stock-based awards to employees and directors
using the intrinsic value method as prescribed by Accounting Principles Board's
Opinion No. 25, "Accounting for Stock Issued to Employees" and provides the pro
forma disclosure provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation." As such, compensation expense for stock options issued to
employees is recorded on the date of the grant only if the current market price
of the underlying stock exceeded the exercise price.

         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:


                                      F-12
<PAGE>
<TABLE>

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


                                                            For the Fiscal Years Ended
                                               ----------------------------------------------------
                                                September 26,      September 28,      September 29,
                                                    2004               2003               2002
                                               --------------     --------------     --------------
<S>                                            <C>                <C>                <C>
Net income (loss):
        As reported                            $  (2,141,656)     $  (6,422,298)     $   1,029,887
        Add: Stock-based compensation
             expense included in reported
             net income, net of related
             tax effects                                  --                 --                 --
        Deduct: Total stock-based
             compensation expense
             determined under fair value
             method for all awards, net
             of related tax effects                       --           (452,580)                --
                                               --------------     --------------     --------------
        Pro forma                              $  (2,141,656)     $  (6,874,878)     $   1,029,887
                                               --------------     --------------     --------------

        Basic earnings (loss) per share:
             As reported                       $       (0.14)     $       (0.53)     $        0.11
             Pro forma                         $       (0.14)     $       (0.57)     $        0.11

        Diluted earnings (loss) per share:
             As reported                       $       (0.14)     $       (0.53)     $        0.09
             Pro forma                         $       (0.14)     $       (0.57)     $        0.09
</TABLE>

         REVENUE RECOGNITION

         The Company's revenues arise from one business segment - the
development and manufacture of frozen food products. Revenues are recognized
when title and risk of loss of product pass to the customer, which is either at
point of shipping or at destination, depending on customer terms. The Company
provides for estimated returns and allowances, which have historically been
immaterial, at the time of sale. Shipping and handling revenues are included as
a component of net revenue.

         The Company classifies customer rebate costs as a reduction in net
revenues. Customer rebate costs were immaterial for the fiscal years ended
September 26, 2004, September 28, 2003 and September 29, 2002, respectively.

         INCOME TAXES

         Deferred income taxes recorded using the liability method reflect the
net tax effects of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for income
tax purposes.


                                      F-13
<PAGE>

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         ASSET RETIREMENT OBLIGATIONS

         The Company records liabilities related to asset retirement obligations
in the period in which they are incurred and measures them at the net present
value of the future estimated cost. The offset to the liability is capitalized
as part of the carrying amount of the related long-lived asset. Changes in the
liability due to the passage of time are recognized over the operating term in
the income statement as accretion expense.

         RECENT ACCOUNTING PRONOUNCEMENTS

         In December 2004, the Financial Accounting Standards Board issued SFAS
No. 123 (revised 2004), Share-Based Payment, which addresses the accounting for
employee stock options. SFAS No. 123R eliminates the ability to account for
shared-based compensation transactions using APB 25 and generally would require
instead that such transactions be accounted for using a fair value-based method.
SFAS No. 123R also requires that tax benefits associated with these share-based
payments be classified as financing activities in the statement of cash flow
rather than operating activities as currently permitted. SFAS No. 123R becomes
effective for interim or annual periods beginning after June 15, 2005.
Accordingly, the Company is required to apply SFAS No. 123R beginning fiscal
quarter ended October 2, 2005. SFAS No. 123R offers alternative methods of
adopting this final rule. At the present time, the Company has not yet
determined which alternative method it will use.

         RECLASSIFICATIONS

         Certain prior year amounts have been reclassified to conform to the
current period presentation. During the fiscal year ended September 26, 2004,
the Company reclassified all freight-out and delivery and storage expenses from
selling general and administrative to cost of sales. Reclassified freight-out
expenses were approximately $4,202,000, $5,137,000 and $5,651,000 in the fiscal
years ended September 26, 2004, September 28, 2003 and September 29, 2002,
respectively. Reclassified delivery and storage expenses were $946,000,
$2,161,000 and $2,701,000 in the fiscal years ended September 26, 2004,
September 28, 2003 and September 29, 2002, respectively. Freight revenues
reclassified to net revenue were approximately $650,000 and $782,000 for the
fiscal years ended September 28, 2003 and September 29, 2002, respectively.

         USE OF ESTIMATES

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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.

3.       RELATED PARTY TRANSACTIONS

         From time to time, Overhill Farms made advances to or on behalf of its
former parent for various purposes. Additionally, the Company netted accumulated
federal income tax liabilities payable to the former parent against the
receivable from former parent balance. No interest was charged to the former
parent on net amounts outstanding. As there was substantial doubt as to its
collectibility at September 29, 2002, the Company classified its receivable from
former parent as a reduction of shareholders' equity.

         During the fiscal years ended September 28, 2003 and September 29,
2002, the Company made cash payments to, or on behalf of, its former parent of
approximately $950,000 and $1,200,000, respectively, for various purposes,
including tax payments, expense reimbursement and other corporate purposes.
Additionally, during the fiscal year ended September 29, 2002, the Company and
its former parent agreed to an allocation to the former parent of salary and
other payroll costs and expenses of the Company's chief executive officer
relating to the spin-off transaction (see Note 12), which resulted in
approximately $290,000 of costs and expenses being allocated to the receivable
from former parent account.

         In October 2002 in connection with the spin-off, the former parent
transferred to the Company certain notes receivable having an aggregate
principal balance of approximately $400,000. These notes receivable are due from


                                      F-14
<PAGE>

3.       RELATED PARTY TRANSACTIONS (CONTINUED)

certain officers of both the former parent and the Company who, subsequent to
the spin-off, remained officers of the Company but who have resigned from the
former parent. These notes became due and payable on September 24, 2003 and are
collateralized solely by the common stock of the former parent. Based upon the
Company's assessment of the collectibility of these notes receivable, including
the value of the subject collateral, the Company assigned no value to the notes
upon their receipt effective as of October 29, 2002, the date of the spin-off,
and the notes receivable continued to have no recorded value as of September 26,
2004. Future amounts ultimately realized, if any, on these notes receivable,
will be recorded as an adjustment to shareholders' equity at the time such
amounts are realized.

         In October 2002, the Company made or accrued final cash payments of
approximately $946,000 made or to be made on behalf of, its former parent and
simultaneous with the spin-off, after giving effect to the netting of
accumulated federal income tax liabilities payable to the former parent as of
October 29, 2002 against the receivable from former parent balance, the
remaining net intercompany amounts of approximately $11.5 million due to the
Company by its former parent were cancelled and charged to retained earnings
(accumulated deficit.)

         Effective December 15, 2003, the Company engaged The Steinbrun Group
("SHA"), a business and financial consulting firm, to search for candidates to
place in either vacant or newly created positions within the Company and to
provide consultants to temporarily fill vacant positions. Mr. Steinbrun, who is
one of the Company's directors and executive officers, is a stockholder,
director and officer of SHA. The Company paid SHA $89,265 for services rendered
under this agreement through September 26, 2004. These fees totaled more than 5%
of SHA's gross revenues for its fiscal year ended December 31, 2003.

         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 of the Company, is a stockholder, director and officer of AAPR. The
Company paid to AAPR $30,148 for services rendered under this engagement through
September 26, 2004. These fees totaled more than 5% of AAPR's gross revenues for
its fiscal year ended January 31, 2004.

4.       INVENTORIES

         Inventories are summarized as follows:

                                          September 26,      September 28,
                                              2004                2003
                                          -------------      -------------
         Raw ingredients                  $  3,815,724       $  4,414,292
         Finished product                    5,764,418          5,313,593
         Packaging                           1,648,406          1,332,038
                                          -------------      -------------
                                          $ 11,228,548       $ 11,059,923
                                          =============      =============


                                      F-15
<PAGE>
<TABLE>
<S>     <C>

5.       LONG-TERM DEBT

         Long-term debt of the Company as of September 26, 2004 and September
28, 2003 is summarized as follows:

                                                                                 September 26,         September 28,
                                                                                     2004                   2003
                                                                                ----------------      ---------------
   Senior Term A Note payable to Pleasant Street Investors, LLC (PSI), net of
     unamortized discount of $0 in 2004 and $324,322 in 2003, bearing interest
     as described below, subject to periodic adjustments, collateralized by
     certain assets until maturity in October 2006.                             $    17,800,000       $   16,675,678

  Senior Term B Note payable to PSI, net of unamortized discount of $0 in 2004
      and $157,668 in 2003, bearing interest as described below, subject to
      adjustment, collateralized by certain assets until maturity in
      January 2006.                                                                   4,305,550            4,842,332

  Secured senior subordinated note payable to Levine Leichtman Capital Partners
      II, L.P. (LLCP), net of unamortized discount of $0 in 2004 and $566,688 in
      2003, bearing interest payable monthly as described below until maturity
      in October 2006, collateralized by certain assets of Overhill Farms. The
      loan provides for principal payments in an amount equal to 50% of the
      excess cash flow, as defined, for the Company's previous fiscal year,
      payable annually.                                                              28,858,000           24,091,201

  Other                                                                                 105,121              154,876
                                                                                ----------------      ---------------
                                                                                     51,068,671           45,764,087

  Less current maturities, as amended in fiscal year 2004 (see below)                (3,293,187)            (813,649)
                                                                                ----------------      ---------------

                                                                                $    47,775,484       $   44,950,438
                                                                                ================      ===============


                                                         F-16
</TABLE>
<PAGE>

5.       LONG-TERM DEBT (CONTINUED)

         In November 1999, Overhill Farms refinanced substantially all of its
existing debt. The total refinanced debt amounted to $44 million at that time,
consisting of a $16 million line of credit provided by Union Bank, together with
$28 million in the form of a five-year term secured senior subordinated term
loan by LLCP. Both of these agreements were subsequently amended on multiple
occasions as described further below. Additionally, the Company issued a term
loan payable to Union Bank in connection with an acquisition that occurred in
August 2000. At March 30, 2003, amounts outstanding under these arrangements
were $12.6 million on the revolving line of credit and $850,000 on term loans
payable to Union Bank, and $24.7 million payable to LLCP on a term loan.

         The Company's revolving line of credit, senior subordinated term note
payable and term loan agreements all contain or contained various covenants,
including financial covenants covering restrictions on capital expenditures,
minimum levels of EBITDA and net worth and specified debt service and
debt-to-equity ratios. In addition, the terms of the agreements prohibit changes
in control, including ownership and certain management personnel and contain
customary limitations on indebtedness and liens, making investments, paying
dividends and making loans or advances. As of March 30, 2003, the Company was
experiencing liquidity shortfalls and was not in compliance with certain
financial covenants with respect to its financing arrangements with both Union
Bank and LLCP.

         To assist the Company in meeting its liquidity needs, effective as of
April 4, 2003, the Company entered into amendments to its then-existing
securities purchase agreement with LLCP, the note and certain related
agreements, pursuant to which LLCP waived the Company's non-compliance with
certain covenants under the securities purchase agreement and certain other
documents, and LLCP purchased from the Company a secured senior subordinated
bridge note in the principal amount of $3.0 million, bearing interest at 15% and
initially was due and payable January 30, 2004, thereby providing the Company
with the liquidity it needed to meet its short-term payment obligations. In a
related transaction, LLCP also agreed with Union Bank that it or an LLCP
affiliate would acquire Union Bank's senior secured loans to the Company.
Finally, as part of the bridge financing and in substantial consideration for
LLCP's financial accommodations, the Company agreed to issue and sell to LLCP,
and LLCP agreed to purchase from the Company, 2,466,759 shares of the Company's
common stock for a purchase price of $0.01 per share. The Company was originally
required to issue and sell these shares to LLCP by April 16, 2003, but the
Company was unable to meet that deadline. In addition, the Company was required
to wind up and dissolve its subsidiary Overhill L.C. Ventures, Inc. by June 30,
2003, but was also unable to meet that deadline. LLCP agreed to extend the
issuance date to April 24, 2003, and then, in consideration of the payment by
the Company to LLCP of an amendment fee of $125,000, to July 20, 2003. As
discussed below, this deadline was further extended to August 20, 2003.

         After completing the bridge financing and submitting an application to
the American Stock Exchange requesting listing of the shares to be issued to
LLCP, Amex advised the Company that its approval of the Company's listing
application with respect to the issuance and sale of these shares to LLCP would
be subject to approval of the Company's stockholders. The Company obtained a
waiver from LLCP for its failure to deliver these shares by July 20, 2003,
provided that delivery of these shares be made on or before August 20, 2003. At
a meeting of the Company's stockholders held on August 11, 2003, the
stockholders approved the issuance of these shares to LLCP, and the Company
obtained Amex approval and delivered the shares prior to the expiration of the
waiver. In connection with this transaction, a debt discount of approximately
$1.65 million was recorded and was being amortized over the remaining life of
the debt.

         Effective April 16, 2003, PSI, an affiliate of LLCP, acquired the
senior secured loans previously made to the Company by Union Bank, and the
Company and PSI amended and restated the senior secured loan arrangements on
mutually acceptable terms and conditions. As a result of the repayment of the
Union Bank loans, the Company wrote off unamortized deferred financing costs of
approximately $450,000 in April 2003. Under the new amended and restated loan
and security agreement with PSI, $12.117 million owing to Union Bank on the
effective date plus additional amounts newly advanced to the Company by PSI,
$1.883 million, together with the $3.0 million owing to LLCP under the bridge
note described above, were combined into a new $17.0 million Term A Loan,
bearing interest at no less than 10%, subject to periodic adjustments, and due
and payable on November 30, 2003. An additional $5.0 million advanced by PSI to
the Company as of the effective date is evidenced by a Term B Loan, bearing
interest at 15%, and initially was due and payable January 30, 2004. The Company
used $3.0 million of proceeds from the Term A Loan to repay the outstanding
principal amounts of the term note issued to LLCP on April 4, 2003. The senior
term loans may be prepaid without premium or penalty.


                                      F-17
<PAGE>

5.       LONG-TERM DEBT (CONTINUED)

         On October 31, 2003, the Company entered into debt refinancing
arrangements with LLCP and PSI. 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 million in exchange for the surrender by LLCP of the
existing $24.658 million senior subordinated note and $4.2 million in additional
cash funds. The replacement note has a base rate of interest that was reduced
from 15% to 13.5%, subject to increase upon the occurrence of any interest rate
event, as defined, or event of default, and an extended maturity date from
October 31, 2004 to October 31, 2006. The Company paid LLCP an amendment fee of
$184,800 and a new capital fee of $168,000. The amendment fee of $184,800 was
charged to expense in association with the October 2003 debt refinancing.

         Also as part of the October 31, 2003 debt refinancing, the Company and
PSI amended their existing loan and security agreement to amend the financial
covenants and various other provisions. PSI made an additional term loan to the
Company in the principal amount of $800,000 and surrendered the note evidencing
the existing Term A Loan in exchange for a second amended and restated senior
Term A note in the principal amount of $17.8 million. The annual interest rate
on the in-formula portion of the Term A Loan was reduced from 10% to 5.5%. The
annual interest rate on the $5.0 million Term B Loan was reduced from 15% to
12%. 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, or event of
default as provided in the notes that evidence those loans. The maturity dates
of the Term A Loan and the Term B Loan were extended to October 31, 2006 from
November 30, 2003 and January 30, 2004, respectively. The Term B Loan was
modified to be a monthly amortizing term loan. The prepayment terms of the Term
A Loan and the Term B Loan were modified to provide, among other things, that
the Company will make mandatory prepayments of annual excess cash flow, if any.
The Company paid PSI an amendment fee of $35,200 and a new capital fee of
$32,000.

         The October 31, 2003 debt refinancing was recorded as a debt
extinguishment. Accordingly, unamortized costs associated with the LLCP and PSI
debt that existed prior to October 31, 2003, along with new amendment fees paid
to LLCP and PSI, were charged to expense on October 31, 2003. The unamortized
costs included original issue debt discounts of $1,048,677, unamortized
financing fees and expenses of $1,456,834, and unamortized cost of warrants
issued to LLCP in September of 2002 of $618,633. On October 31, 2003, amendment
fees were paid to LLCP and PSI in the amounts of $184,800 and $35,200,
respectively. The total expense recognized in connection with the October 3,
2003 debt extinguishment was $3,344,144, which consisted of $2,778,374 of debt
extinguishment expenses and $565,770 of amortization incurred in October 2003.

         In conjunction with the October 31, 2003 debt refinancing, the Company,
James Rudis and LLCP amended an investor rights agreement among them pursuant to
which the Company granted to LLCP the right to designate for nomination and
election up to three members of the Company's board of directors, together with
the right to fill the next available vacancy created on the board of directors
after October 31, 2003, which could result in LLCP having up to four LLCP
representatives on the Board at any time. In addition, the parties extended to
October 31, 2006 the time period during which annual consulting fees of $180,000
will be payable to LLCP, agreed that the Company would be liable for any breach
by Mr. Rudis of his liabilities and obligations under the agreement and included
a provision obligating Mr. Rudis to resign, and he did timely resign, from all
of his positions at TreeCon Resources, Inc., the Company's former parent, no
later than December 31, 2003.

         On October 31, 2003, the Company and LLCP also terminated the Company's
equity repurchase option that provided, among other things, that the Company had
the right, under certain conditions, to repurchase from LLCP, in whole but not
in part, all shares of the Company's common stock owned by LLCP or issuable to
LLCP upon the exercise of warrants or conversion of preferred stock. In
addition, the Company entered into amended employment arrangements with Mr.
Rudis and Mr. John Steinbrun pursuant to which salaries were adjusted and the
terms of the agreements extended. Also, LLCP and PSI amended their intercreditor
and subordination agreement with respect to the indebtedness, liabilities and
obligations owed by the Company to each.


                                      F-18
<PAGE>

5.       LONG-TERM DEBT (CONTINUED)

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

         The Company did not meet the level "A" fixed charges requirement of the
securities purchase agreement with LLCP and the loan and securities agreement
with PSI at June 27, 2004, which triggered an interest rate event, causing
interest rates to increase on all debt by 2%. However, the Company did meet the
level "B" fixed charges requirement and therefore, no event of default, as
defined in the loan documents, occurred. The Company did meet all of the 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 year 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, effective June 28, 2004, as indicated in the table below.
Except as described below, the fixed charges requirement is measured quarterly,
and increases in interest rates due to an interest rate event remain in effect
until the end of the first full quarter in which the Company meets the fixed
charges requirement.

         On October 6, 2004, the Company executed fourth amendments to the
existing financing arrangements with PSI and LLCP to amend the financial
covenants and various other provisions. Effective September 26, 2004, the new
amendments to the securities purchase agreement with LLCP and the loan and
securities agreement with PSI eliminated, for the fiscal quarters ending January
2, 2005 and April 3, 2005, the potential for a 2% increase in interest rates
like the increase that occurred on June 27, 2004, and reduced the base rate on
the Term B Loan from 12% to LIBOR plus 0.75%. In exchange, the Company agreed to
increase its payment of principal on the Term B Loan from $69,445 per month to
specified monthly amounts ranging from $254,445 to $274,445. Prior to this
amendment, the Term B Loan was to have a balance of $2.5 million due at maturity
of the loan on October 31, 2006. Under this amendment, the Term B Loan will be
entirely paid off by January 31, 2006. The increase in cash required for
principal repayment is offset, in part, by savings from the reduction in
interest rates.

         The following table summarizes the interest rates on the Company's debt
before and after the September 26, 2004 amendments:

<TABLE>
                                                    INTEREST RATES
                  ------------------------------------------------------------------------------------
                   PRINCIPAL      OCT.31,     JUN. 28,   JUL. 1,      AUG 11,    SEPT. 22,
                    BALANCE       2003 to     2004 TO    2004 TO     2004 TO      2004 TO    EFFECTIVE
                   SEPT. 26,      JUN. 27,    JUN. 30,   AUG. 10,    SEPT. 21,   SEPT. 26,   SEPT. 27,
                    TO 2004        2004         2004       2004        2004        2004         2004
                  -----------     --------    --------   --------    ---------   ---------   ---------
<S>               <C>               <C>        <C>        <C>         <C>         <C>         <C>
Term A Loan
 (In-formula
 portion)         $17,800,000       5.50%      7.50%      7.75%*      8.00%*      8.25%*       6.25%

Term B Loan       $ 4,305,550      12.00%     14.00%     14.00%      14.00%      14.00%        9.39%

November 1999
 Note             $28,858,000      13.50%     15.50%     15.50%      15.50%      15.50%       13.50%

* Rate increase due to change in Prime Rate


                                                   F-19
</TABLE>
<PAGE>

5.       LONG-TERM DEBT (CONTINUED)

         The Company believes, based upon forecasted performance for fiscal year
2005, that it is probable that the Company will be in compliance with all of its
revised financial and other covenant requirements. Accordingly, based upon
projected covenant compliance and as a result of the refinancing of the
obligations described above, all principal amounts payable to LLCP and to PSI,
other than currently scheduled principal payments, have been classified as
long-term liabilities in the accompanying balance sheet as of September 26,
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 and could result in
acceleration of maturity of the loans, which could adversely affect the
Company's financial condition, results of operations or cash flows.

         Because there is no market for the debt owed to LLCP, it is impractical
at this time to estimate the fair value of the debt.

         Scheduled maturities of long-term obligations outstanding at September
26, 2004, after giving effect to the debt refinancing described above, are
summarized as follows:

              2005                                               $    3,293,187
              2006                                                    1,117,484
              2007                                                   46,658,000
                                                                 ---------------
                                                                 $   51,068,671
                                                                 ===============

6.       SHAREHOLDERS' EQUITY

         WARRANTS TO PURCHASE COMMON STOCK

         In November 1999, in connection with the purchase of a $28 million
secured senior subordinated note by LLCP, the Company's senior subordinated
creditor, the Company issued to LLCP a warrant to purchase 166.04 shares of the
common stock of the Company exercisable immediately at an exercise price of
$0.01 per share. This warrant was valued at $2.37 million, which was originally
recorded as debt discount and has subsequently been charged to expense. The
warrant became exercisable for 1,994,141 shares at an exercise price of
$0.0000008 per share following the 12,010-shares-for-1 stock split declared in
connection with the spin-off. The Company issued 1,994,040 shares of common
stock and cancelled one share of common stock upon the cashless exercise of the
warrant by the senior subordinated creditor in December 2002. The warrant
remains exercisable as to 100 shares through October 31, 2009.

         In connection with, and as consideration for, a September 2002
amendment to its senior subordinated loan agreement, the Company issued to LLCP
a warrant, valued at $1.1 million, to purchase 57.57 shares of the common stock
of the Company. Under this agreement, the warrant was intended to bring the
total equity ownership of the Company by LLCP, on a fully-diluted basis, to
24.0%. The warrant has certain anti-dilution protection provisions and was
exercisable immediately upon issuance. Following the 12,010-shares-for-1 stock
split declared in connection with the spin-off, the warrant became exercisable
for 691,416 shares of the Company's common stock at an exercise price of
$0.0000008 per share. The Company issued 691,315 shares of common stock and
cancelled one share of common stock upon the cashless exercise of warrant by
LLCP in December 2002. The warrant remains exercisable as to 100 shares through
September 11, 2012.

         DILUTION PROTECTION

         Upon adoption of the Company's employee stock option plan in October
2002, as described below, the Company reserved 800,000 shares of common stock
for issuance under the plan. In November 2002, the Company issued 252,632 shares
of its common stock to LLCP upon the reservation of these shares pursuant to the
anti-dilution protection granted in the amendments to the Company's securities
purchase agreement with LLCP, whereby the number of shares of the Company's
common stock beneficially owned by LLCP on a fully-diluted basis immediately
following the spin-off would not be less than 24.0%.


                                      F-20
<PAGE>

6.       SHAREHOLDERS' EQUITY (CONTINUED)

         PREFERRED STOCK

         Effective January 31, 2002, the Company and LLCP reached agreement
relative to an amendment of the credit arrangement with LLCP to accommodate the
consolidation of the Company's facilities and to permit additional indebtedness
to be incurred by the Company in connection therewith. As consideration for
financing costs related to this amendment with LLCP, the value of which was
agreed to be $750,000, the Company agreed to issue to LLCP 23.57 shares of a
newly created Series A Preferred Stock. These shares were issued in March 2002.
The designations for the preferred stock provide the holder with, among other
things, a liquidation preference totaling $750,000, voting rights along with
holders of common stock, conversion rights into a like number of common shares,
subject to adjustment, and provide for adjustment to prevent dilution of the
holders' interests. Following the 12,010-shares-for-1 stock split, the preferred
stock became convertible into 283,076 shares of the Company's common stock. The
Company recorded the $750,000 of Series A Preferred Stock issued to LLCP as
deferred financing costs, which has subsequently been amortized as additional
interest and otherwise fully charged to expense.

         STOCK OPTIONS

         In October 2002, the Company adopted an employee stock option plan
("the Plan") and reserved 800,000 shares of common stock for issuance to
eligible directors and employees of, and consultants to, the Company under the
Plan. The Plan provides for the grant of both incentive stock options (at
exercise prices no less than fair value at the date of grant) and non-qualified
stock options (at exercise prices as determined by the Compensation Committee of
the board of directors). Such options may be exercisable as determined by such
Committee. The Plan will expire in 2012, ten years following its adoption.

         Pro forma information regarding net income and earnings per share is
required by SFAS No. 123, and has been determined as if the Company had
accounted for its employee stock options under the fair value method of that
Statement. The fair value for these options was estimated at the date of grant
using a Black-Scholes option pricing model with the following assumptions for
fiscal year 2003: weighted average risk-free interest rate of 4.25%; dividend
yields of 0%; weighted average volatility factor of the expected market price of
the Company's common stock of 1.32; and a weighted average expected life of the
options of 5 years. The weighted average fair value of options granted during
fiscal year 2003 was $1.12. No options were granted during fiscal year 2004.

         A summary of the Company's stock option activity and related
information follows:

<TABLE>
                                                          For the Fiscal Years Ended
                                  --------------------------------------------------------------------------
                                         September 26,            September 28,            September 29,
                                             2004                      2003                    2002
                                  --------------------------------------------------------------------------
                                                 Weighted                 Weighted                 Weighted
                                                  Average                  Average                 Average
                                                 Exercise                 Exercise                 Exercise
                                    Options        Price       Options      Price       Options     Price
                                  --------------------------------------------------------------------------
<S>                                 <C>         <C>                       <C>                       <C>
Outstanding at beginning
 of year                            672,000     $   1.28            --    $     --        --        $    --
Granted                                  --     $     --       672,000    $   1.28        --        $    --
Exercised                                --     $     --            --    $     --        --        $    --
Canceled                                 --     $     --            --    $     --        --        $    --
Outstanding at end of year          672,000     $   1.28       672,000    $   1.28        --        $    --
Exercisable at end of year          672,000     $   1.28       672,000    $   1.28        --        $    --


                                                     F-21
</TABLE>
<PAGE>

6.       SHAREHOLDERS' EQUITY (CONTINUED)

         Exercise prices for the 672,000 options outstanding as of September 26,
2004 ranged from $0.48 to $1.60. The weighted average contractual life of those
options is 6.7 years. The following table summarizes information about stock
options outstanding as of September 26, 2004:


                                            Weighted
                                Weighted     Average                   Weighted
                                 Average    Remaining                   Average
                    Number      Exercise   Contractual     Number      Exercise
                 Outstanding      Price       Life       Exercisable      Price
                -------------   --------   -----------   ------------  ---------
$1.60                472,000     $ 1.60         8            472,000     $ 1.60
$0.70                 50,000     $ 0.70         4             50,000     $ 0.70
$0.48                150,000     $ 0.48         4            150,000     $ 0.48
                -------------   --------   -----------   ------------  ---------
$0.48 - $1.60        672,000     $ 1.28        6.7           672,000     $ 1.28

         AMENDMENTS TO ARTICLES OF INCORPORATION

         During September 2002, the Company amended its Articles of
Incorporation to increase the number of shares which the Company shall have
authority to issue to a total of 150,000,000, consisting of (i) 50,000,000
shares of preferred stock, $.01 par value, of which 28 shares are designated as
Series A Convertible Preferred Stock and (ii) 100,000,000 shares of common
stock, $.01 par value. The undesignated shares of preferred stock may be issued
in one or more series from time to time, without action by the stockholders, and
for such consideration as may be fixed by the board of directors. Additionally,
the board of directors is authorized to fix the designations, preferences, and
relative participating, option or other special rights of the shares of each
such series of preferred stock, and the qualifications, limitations or
restrictions thereon.


                                      F-22
<PAGE>

7.       NET INCOME (LOSS) PER SHARE

         The following table sets forth the calculation of (loss) income per
share for the periods presented:

<TABLE>
                                                                         For the Fiscal Years Ended
                                                             -------------------------------------------------
                                                             September 26,     September 28,     September 29,
                                                                  2004             2003              2002
                                                             -------------     -------------     -------------
<S>                                                          <C>               <C>               <C>
Numerator:
   Net (loss) income attributable to common stockholders     $ (2,141,656)     $ (6,422,298)     $  1,029,887
                                                             =============     =============     =============

Denominator:
   Denominator for basic earnings
     per share - weighted average shares                       14,805,556        12,032,331         9,400,828
                                                             -------------     -------------     -------------

   Effect of dilutive securities:
     Warrants                                                          --                --         2,051,758
     Series A Preferred Stock                                          --                --           165,127
                                                             -------------     -------------     -------------
        Dilutive potential common shares                               --                --         2,216,885
                                                             -------------     -------------     -------------

   Denominator for diluted net earnings per share              14,805,556        12,032,331        11,617,713
                                                             =============     =============     =============

Net (loss) income per share - basic and diluted:
   Net (loss) income per share - basic                       $      (0.14)     $      (0.53)     $       0.11
                                                             =============     =============     =============

   Net (loss) income per share - diluted                     $      (0.14)     $      (0.53)     $       0.09
                                                             =============     =============     =============

</TABLE>

         At September 26, 2004 and September 28, 2003, options to purchase
672,000 shares, warrants to purchase 400 shares of preferred stock convertible
into 283,076 shares of common stock have been excluded from the diluted earnings
per share computation as their effect, if any, would be antidilutive. Share and
per share data for all periods presented have been retroactively restated to
reflect the 12,010-shares-for-1 stock split that occurred in October 2002.

8.       ACCRUED LIABILITIES

         Accrued liabilities consist of the following:

                                               September 26,      September 28,
                                                    2004              2003
                                               ---------------------------------

        Compensation                           $   1,341,512      $     969,777
        Taxes other than income taxes                 98,632            111,296
        Interest                                     487,779            514,162
        Other                                      1,040,890          1,727,319
                                               --------------     --------------
                                               $   2,968,813      $   3,322,554
                                               ==============     ==============


                                      F-23
<PAGE>

9.       INCOME TAXES

         Income tax provision consists of the following:

<TABLE>
                                                         For the Fiscal Years Ended
                                      -----------------------------------------------------------------
                                      September 26, 2004     September 28, 2003      September 29, 2002
                                      ------------------     ------------------      ------------------
<S>                                   <C>                    <C>                     <C>
   Current:
     Federal                          $              --      $               --      $         423,655
     State                                        1,600                   1,600                  1,600
                                      ------------------     -------------------     ------------------
   Total current                                  1,600                   1,600                425,255

   Deferred:
     Federal                                 (1,254,128)             (3,119,608)               243,158
     State                                     (115,496)               (234,621)                    --
                                      ------------------     -------------------     ------------------
   Total deferred                            (1,369,624)             (3,354,229)               243,158
                                      ------------------     -------------------     ------------------

   Total income tax provision         $      (1,368,024)     $       (3,352,629)     $         668,413
                                      ==================     ===================     ==================

</TABLE>

         For the one-month period from September 30, 2002 to October 29, 2002,
the effective date of the spin-off, and for the fiscal year ended September 29,
2002, the Company was included in the consolidated federal tax return of its
former parent. Prior to the spin-off, the Company provided for federal taxes on
a separate company basis in accordance with FASB Statement No. 109, "Accounting
for Income Taxes." Historically, with respect to state income taxes, primarily
in California, the Company was able to reduce its tax liability by offsetting
otherwise taxable income with other losses under the former parent entity. On a
separate company basis, the Company would have had an approximate effective
state tax rate of 6%. For periods following the completion of the spin-off, the
Company's tax returns are filed on a stand-alone basis. The Company has elected
to carry forward its net operating losses into its stand-alone return.

         Due to operating losses for the fiscal year ended September 26, 2004
and for the eleven months ended September 28, 2003, the Company has provided tax
benefits and recorded a deferred tax asset, in the accompanying balance sheet,
of approximately $4,600,000. Based on projections of future income, the Company
believes that its deferred tax asset, net of the valuation allowance, is more
likely than not to be recoverable through estimated future profitable
operations. The Company currently expects to improve on its current operating
results, returning to profitable operations, primarily through (a) improving
gross margins by streamlining additional costs and continuing to leverage the
manufacturing and storage facilities to improve manufacturing efficiency, (b)
growing revenues from profitable product lines and increasing its customer base,
(c) adding higher margin products and (d) maintaining reduced future interest
costs on outstanding debt as a result of the recently completed amendments to
its financing arrangements. The Company has recorded a valuation allowance of
$425,000 for the portion of its deferred tax assets that management has
determined did not meet the more likely than not criteria.

         Failure by the Company to successfully improve margins, grow revenues
and/or maintain anticipated savings on future interest costs, and return to
profitable operating results in the near term, could adversely affect 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.

         The total income tax provision (benefit) was (38.9%), (34.3%) and 39.4%
of pretax income (loss) for the fiscal years ended September 26, 2004, September
28, 2003 and September 29, 2002, respectively. A reconciliation of income taxes
with the amounts computed at the statutory federal rate follows:


                                      F-24
<PAGE>

9.       INCOME TAXES (CONTINUED)

<TABLE>
                                                  For the Fiscal Years Ended
                                        -----------------------------------------------
                                        September 26,    September 28,    September 29,
                                            2004             2003             2002
                                        -------------    -------------    -------------
<S>                                     <C>              <C>              <C>
Computed tax provision (benefit) at
   federal statutory rate (34%)         $ (1,193,817)    $ (3,400,717)    $    577,422
State income tax provision,
   net of federal benefit                   (105,337)        (281,211)           1,024
Permanent items                               35,049           40,461           54,318
Tax (benefit) expense attributed to
   parent                                   (528,919)         331,975               --
Valuation allowance                          425,000              --                --
Other                                             --          (43,137)          35,649
                                        -------------    -------------    -------------
                                        $ (1,368,024)    $ (3,352,629)    $    668,413
                                        =============    =============    =============

         The deferred tax assets and deferred tax liabilities recorded on the
balance sheet are as follows:

<CAPTION>
                                       September 26, 2004              September 28, 2003
                                 ----------------------------     -----------------------------
                                  Deferred          Deferred        Deferred         Deferred
                                    Tax               Tax             Tax              Tax
                                   Assets         Liabilities        Assets        Liabilities
                                ------------     ------------     ------------     ------------
<S>                             <C>              <C>              <C>              <C>
Current:
   Inventory, A/R               $   221,391      $        --      $   337,416      $        --
   Accrued liabilities              675,796               --          640,704               --
   Prepaid expenses                      --         (166,942)              --         (151,401)
   Other                             50,135               --               --          (92,961)
   Valuation allowance                   --          (90,000)              --               --
                                ------------     ------------     ------------     ------------
                                    947,322         (256,942)         978,120         (244,362)

Noncurrent:
   Net operating loss carry
     forwards                   $ 5,129,699               --      $ 3,823,823               --
   Deposits and deferrals           353,629               --               --         (497,003)
   Depreciation                          --         (297,156)              --         (211,815)
   Goodwill                              --         (915,930)              --         (592,766)
    Valuation Allowance                  --         (335,000)              --               --
                                ------------     ------------     ------------     ------------
                                  5,483,328       (1,548,086)     $ 3,823,823      $(1,301,584)
                                ============     ============     ============     ============
Total deferred taxes net of
   valuation allowance          $ 6,430,650       (1,805,028)     $ 4,801,943      $(1,545,946)
                                ============     ============     ============     ============

         As of September 26, 2004, the Company had net operating losses
available for carryforward for federal tax purposes of approximately $13.6
million expiring beginning in 2023. Some of these carryforward benefits may be
subject to annual limitations due to the ownership change limitations imposed by
the Internal Revenue Code and similar state provisions. The annual limitation,
if imposed, may result in the expiration of net operating losses before
utilization.


                                              F-25
</TABLE>
<PAGE>

10.      COMMITMENTS AND CONTINGENCIES

         COMMITMENTS

         Future minimum lease payments for all operating leases, including
facilities and equipment, at September 26, 2004 are as follows:

          2005                                                     $  1,759,189
          2006                                                        1,683,680
          2007                                                        1,628,528
          2008                                                        1,463,668
          2009 and thereafter                                         7,435,913
                                                                   -------------
                                                                   $ 13,970,978
                                                                   =============

         The Company leases its facilities under operating leases expiring
through September 2011, with an option for a five-year extension on its Vernon
operating facility. Certain of the other leases provide for renewal options at
substantially the same terms as the current leases.

         The Company's lease of its primary operating facility requires the
premises to be restored to its original condition upon the termination of the
lease. Accordingly, the Company has recorded a liability of $233,000
representing the present value of the estimated restoration costs at September
26, 2004. The corresponding asset is being depreciated over 13 years, and the
present value of the liability is being accreted over the term in order to
establish a reserve at the end of the lease equal to the refurbishment costs.

         Certain of the Company's equipment leases provide for declining annual
rental amounts. Rent expense is recorded on a straight-line basis over the term
of the lease. Accordingly, prepaid rent is recorded in the accompanying balance
sheets in other assets as the difference between rent expense and amounts paid
under the terms of the lease agreements.

         Rent expense, including monthly equipment rentals, was approximately
$2.4 million, $3.2 million and $2.8 million, for the fiscal years ended
September 26, 2004, September 28, 2003 and September 29, 2002, respectively.

         CONTINGENCIES

         The Company maintains employment agreements with its Chief Executive
Officer, James Rudis, and its Chief Financial Officer, John Steinbrun. Mr.
Rudis' employment agreement expires on October 31, 2006 and Mr. Steinbrun's
employment agreement expires on April 30, 2005. The remaining obligations under
Mr. Rudis' and Mr. Steinbrun's employment agreements are $733,000 and $157,000,
respectively.

         The Company's open purchase orders for raw materials and contractual
obligations to purchase raw protein within the next two years total $17,700,000.

         TreeCon Resources, as well as certain of its current and former
officers and directors, were parties to lawsuits, originally filed in 1997,
which alleged misrepresentations that the plaintiffs claim resulted in the
market price of TreeCon Resources' stock being artificially inflated. The
plaintiffs twice attempted to enjoin the spin-off of the Company, and in each
instance, the district court denied the plaintiffs' attempts. Prior to a trial
scheduled to commence in March 2003, TreeCon Resources and the plaintiffs agreed
to a settlement for a nominal payment. This payment was made in June 2003 and
the lawsuit was dismissed with prejudice, preventing the plaintiffs from
refiling or advancing similar claims in the future. The Company was never a
named defendant in these actions.

         TreeCon Resources received an opinion with respect to the spin-off to
the effect that, among other things, the spin-off should qualify as a tax-free
spin-off to TreeCon Resources' stockholders and to TreeCon Resources for federal
income tax purposes. The opinion is based upon various factual representations
and assumptions, as well as certain undertakings, which if untrue or incomplete
in a material respect, or any undertaking was not complied with, or if the facts
upon which the opinion was based were materially different from the facts at the
time of the spin-off, the spin-off may not qualify for tax-free treatment. If,
for these reasons or due to events occurring subsequent to the spin-off, it is


                                      F-26
<PAGE>

10.      COMMITMENTS AND CONTINGENCIES (CONTINUED)

determined that the spin-off does not qualify for tax-free treatment, then, in
general, a very substantial tax would be payable by TreeCon Resources and its
stockholders. In certain circumstances, the Company and TreeCon Resources would
be jointly and severally liable, and the Company could be required to pay for
all or a portion of such taxes resulting from the spin-off being taxable. The
Company and TreeCon Resources are unaware of any facts or circumstances that
could result in the spin-off being determined to be taxable.

         In connection with the spin-off, TreeCon Resources agreed to indemnify
the Company with respect to any current or future tax liabilities for which the
Company might otherwise be liable resulting from the operations of any entity
other than the Company. Additionally, as discussed in Note 12 to the financial
statements, in connection with the spin-off, the Company and TreeCon Resources
agreed to cancel all existing intercompany receivables and payables between the
entities as of the date of the spin-off.

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

11.      EMPLOYEE BENEFIT PLANS

         In April 1997, Overhill Farms introduced a retirement savings plan
under Section 401(k) of the Internal Revenue Code. The plan covers substantially
all non-union employees meeting minimum service requirements. Under the plan,
contributions are voluntarily made by employees. The Company does not provide
for a match to the employees' contributions, and its expenses related to the
plan have not been significant.

         In January 2002, the Company also established a 401(k) plan for members
of UFCW Union, Local 770 that covers employees meeting certain eligibility
requirements. The plan provides for voluntary contributions that may be made by
employees and for a contribution to be made by the Company in the event that
revenues exceed $140 million for a fiscal year. The annual contribution under
the plan ranges from $75-$100 per eligible employee if annual revenues range
from $140-$145 million to $400-$425 per eligible employee if annual revenues
exceed $200 million. No contributions have been required to be made by the
Company under this plan.

12.      SPIN-OFF TRANSACTION AND RELATED EVENTS

         On August 14, 2001, the former parent's board of directors approved a
plan to spin-off Overhill Farms, Inc. to stockholders of the former parent. On
October 29, 2002, the former parent accomplished the spin-off by distributing,
in the form of a dividend, 100% of its ownership of Overhill Farms common stock,
representing 99% of the issued and outstanding common stock of Overhill Farms,
to the former parent's stockholders of record as of September 30, 2002. The
former parent's stockholders each received one share of Overhill Farms, Inc.
common stock for every two shares of the former parent's common stock they owned
as of the date of record. Any former parent stockholder entitled to a fractional
share under this formula received cash, which was immaterial.

         The spin-off was intended to separate Overhill Farms and its former
parent's other subsidiary, Texas Timberjack, Inc., so that each company's
management team could focus on its specific industry. The spin-off was also
intended to enable both companies to attract and retain key employees and to
reward them with compensation plans directly tied to the success of each
business. Also, the assets, debts, liabilities, and organizational structure of
the two post-spin-off companies could be more clearly defined. Immediately after
the spin-off transaction became effective, the former parent no longer owned any
shares of Overhill Farms common stock.

         To facilitate the spin-off, in October 2002, the Company's board of
directors authorized a stock split of 12,010-shares-for-1, which increased
outstanding common shares, based upon outstanding common shares as of September
29, 2002, to approximately 9.4 million shares. Shares issuable pursuant to
outstanding warrants and conversion rights of preferred stock were similarly
increased. Share and per share data for all periods presented herein have been
adjusted to reflect the 12,010-shares-for-1 stock split.


                                      F-27
<PAGE>

13.      QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
                                                    For the Fiscal Year Ended September 26, 2004
                                          ------------------------------------------------------------------
                                            December 28        March 28         June 27        September 26
                                          --------------    -------------     ------------     -------------
<S>                                       <C>               <C>               <C>              <C>
Net revenues                              $ 30,393,606      $ 31,137,910      $ 35,235,832     $ 37,190,127

Gross profit                                 3,706,244         3,460,022         3,684,147        3,460,853

Operating income                             1,517,376         1,245,790         1,766,994        1,745,430

Net income (loss)                           (2,059,010)         (169,300)          185,532          (98,878)

Net income (loss) per share - basic       $      (0.14)     $      (0.01)     $       0.01     $      (0.01)

Net income (loss) per share - diluted     $      (0.14)     $      (0.01)     $       0.01     $      (0.01)

<CAPTION>

                                                     For the Fiscal Year Ended September 28, 2003
                                          ------------------------------------------------------------------
                                            December 29        March 30         June 29         September 28
                                          --------------    -------------     ------------     -------------
<S>                                       <C>               <C>               <C>              <C>
Net revenues                              $  38,309,691     $ 33,610,990      $ 34,139,886     $ 30,889,843

Gross profit                                  2,770,374        1,772,980         3,303,903        4,095,181

Operating income (loss)                         426,919       (1,173,344)          888,954        1,713,337

Net income (loss)                              (646,244)      (1,807,003)       (1,750,967)      (2,218,084)

Net (loss) per share - basic              $       (0.06)    $      (0.15)     $      (0.14)    $      (0.17)

Net (loss) per share - diluted            $       (0.06)    $      (0.15)     $      (0.14)    $      (0.17)


                                                     F-28
</TABLE>
<PAGE>

<TABLE>
                                                                                                              Schedule II

                                                    OVERHILL FARMS, INC.

                                       VALUATION AND QUALIFYING ACCOUNTS AND RESERVES


                                                    Balance at
                                                    Beginning                                                 Balance at
                Description                          of Year           Additions          Deductions          End of year
--------------------------------------------    ---------------     ---------------     ---------------     --------------
<S>                                             <C>                 <C>                 <C>                 <C>
ACCOUNTS RECEIVABLE RESERVE

Allowance for Doubtful Accounts:
  2004                                          $    (111,000)      $    (109,000)      $       95,000      $   (125,000)
  2003                                               (102,000)           (475,000)             466,000          (111,000)
  2002                                                (25,000)            (90,000)              13,000          (102,000)

INVENTORY RESERVE

Excess and Obsolete Reserve
  2004                                          $    (270,000)      $    (151,000)      $     205,000       $   (216,000)
  2003                                               (100,000)           (369,000)            199,000           (270,000)
  2002                                                (50,000)           (141,000)             91,000           (100,000)

INCOME TAX VALUATION ALLOWANCE

  2004                                          $          --       $    (425,000)      $          --       $   (425,000)
  2003                                                     --                  --                  --                 --
  2002                                                     --                  --                  --                 --


                                                            F-29
</TABLE>
<PAGE>

EXHIBIT
NUMBER                INDEX OF EXHIBITS ATTACHED TO THIS REPORT
------                -----------------------------------------

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