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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-K

                                  ANNUAL REPORT
                        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 OCTOBER 2, 2005

                                       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 if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

     Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

<PAGE>

     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. [ ]

     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 April 1, 2005,
which was the last business day of the registrant's second fiscal quarter ended
April 3, 2005 (based on the closing price on such date on the American Stock
Exchange) was approximately $11.1 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 14,976,997 shares of common stock, par value $0.01, outstanding
as of December 6, 2005.

     Documents Incorporated By Reference: NONE

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


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                                TABLE OF CONTENTS

PART I

     Item 1      Business                                                      1
     Item 1A     Risk Factors                                                  2
     Item 1B     Unresolved Staff Comments                                     7
     Item 2      Properties                                                    7
     Item 3      Legal Proceedings                                             7
     Item 4      Submission of Matters to a Vote of Security Holders           7

PART II

     Item 5      Market for Registrant's Common Stock, Related Stockholder
                 Matters and Issuer Purchases of Equity Securities             8
     Item 6      Selected Financial Data                                       9
     Item 7      Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                          10
     Item 7A     Quantitative and Qualitative Disclosures About Market Risk   18
     Item 8      Financial Statements and Supplementary Data                  18
     Item 9      Changes in and Disagreements With Accountants on
                 Accounting and Financial Disclosure                          18
     Item 9A   Controls and Procedures                                        18
     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                   29
     Item 13     Certain Relationships and Related Transactions               31
     Item 14     Principal Accountant Fees and Services                       32

PART IV

     Item 15     Exhibits and Financial Statement Schedules                   33

SIGNATURES                                                                    41

                                        i


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                                     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 a
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
nationally recognized customers such as Panda Restaurant Group, Inc., Jenny
Craig, Inc., American Airlines, Inc., Safeway Inc. and Pinnacle Foods
Corporation.

SALES AND MARKETING

     We market our products through both an internal sales force and outside
food brokers. Historically, we have served foodservice, retail and airline
customers.

     A significant portion of our total net revenues during the last two fiscal
years was derived from two customers. Panda Restaurant Group and Jenny Craig,
Inc. accounted for approximately 31% and 19%, respectively, of our revenues for
the fiscal year ended October 2, 2005. We continue to expand our retail and
foodservice customer base with the goal of reducing our reliance on a small
concentration of accounts.

MANUFACTURING AND SOURCING

     We completed the implementation of a major program to improve manufacturing
efficiencies. These initiatives included the consolidation of most of our home
office, manufacturing and warehousing, product development and marketing and
quality control facilities into a single manufacturing facility in Vernon,
California in 2003. We also maintain a facility primarily for cooking protein.
We added equipment to improve freezing capabilities and to automate some
operations in both facilities.

     Our ability to economically produce large quantities of our products while
maintaining a high degree of quality is partially dependent on our ability to
procure raw materials on an economical cost basis. We rely on several 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 and
finished goods on-site or in public frozen food storage facilities until
shipment. We negotiate supply contracts at fixed prices when possible to protect
against market fluctuation risk.

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
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.

                                       1
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COMPETITION

     Our 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. 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 as a result of 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 research and development
department that formulates recipes and upgrades specific products for current
and prospective customers and establishes production and quality standards. We
develop products based upon customers' specifications, conventional recipes, new
product developments or our own product initiatives. 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."

EMPLOYEES

     Our total hourly and salaried workforce consisted of approximately 820
employees at October 2, 2005. 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 renewed effective March 1, 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 adversely affected our financial
position, results of operations or competitive position and we expect that
regulations will not negatively impact us in the future. 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 1A. RISK FACTORS
         ------------

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.

                                       2
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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, Inc. and
Jenny Craig, Inc., accounted for approximately 31.1% and 19.0%, respectively, of
our total net revenues during the fiscal year ended October 2, 2005. We expect
that our sales to these customers will continue to constitute a significant
percentage of our net revenues. The loss of either of these customers as an
outlet for our products could adversely affect our competitive position and
operating results.

FUTURE DECLINES IN AIR TRAVEL AND BANKRUPTCIES OR OTHER FINANCIAL DIFFICULTIES
OF OUR AIRLINE CUSTOMERS MAY ADVERSELY AFFECT OUR REVENUES, COSTS AND
COLLECTIONS.

     In fiscal year 2005, sales to airline customers were approximately $30.5
million, or 18.8% of total net revenues, as compared to sales of $29.2 million
in fiscal year 2004 and $29.4 million in fiscal year 2003, representing 21.8%
and 21.4% of total net revenues in fiscal years 2004 and 2003, respectively.
Additionally, accounts receivable from airline-related customers accounted for
approximately 20.8% and 33.3% of the total accounts receivable balance at
October 2, 2005 and September 26, 2004, respectively. The events of September
11, 2001 significantly reduced our sales to airline customers during fiscal year
2003 and in the first half of fiscal year 2004. Two of our airline customers,
Delta Airlines and Northwest Airlines, filed for Chapter 11 bankruptcy in fiscal
year 2005. Approximately $134,000 of Delta Airlines receivables was written-off
in fiscal year 2005. Northwest Airlines' bankruptcy filing had no financial
impact on us since our receivables are due from a financially stable independent
third-party distributor. Given the financial stresses now facing the airline
industry, we carefully monitor our receivables from all of our customers in this
sector. 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 increase 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.

     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. Nevertheless, 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 also use paper products, such as corrugated cardboard, aluminum
products, and films and plastics to package our products. Substantial increases
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.

                                       3
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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.

     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:

                                       4
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         o    cease using the third party trademarks;

         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 be sure 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.

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

     During the 52-week period ended December 5, 2005, the high and low sales
prices of our common stock on Amex were $4.40 per share and $1.10 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.

     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 custom 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 be adversely affected.

                                       5
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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
Levine Leichtman Capital Partners II, L.P. ("LLCP"), our senior subordinated
creditor, and Pleasant Street Investors, LLC ("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
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 59% of our outstanding common stock as of December 6,
2005. 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 first vacancy
that was created on the board of directors after October 31, 2003. 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.

                                       6
<PAGE>

     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 1B. UNRESOLVED STAFF COMMENTS
         -------------------------

     Not applicable.

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

     We lease two manufacturing facilities in Vernon, California. In January
2002, we entered into a ten-year lease, with an option for a five-year renewal,
for a facility, Plant No. 1, that has been expanded to 170,000 square feet. Most
of our home office, manufacturing and warehousing, product development and
marketing and quality control facilities have been consolidated into this single
location. We also maintain a facility, Plant No. 2, primarily for cooking
protein. In addition, we lease 7,620 square feet of dry goods storage in
Huntington Park, California on a month-to-month basis.

     Management believes that now that our consolidation plan has been fully
implemented, we should expect to continue to achieve operating efficiencies. We
believe that our new Plant No. 1, currently operating at approximately 60%
capacity, is adequate to meet our requirements for the foreseeable future. In
fiscal year 2005, items that were processed at Plant No. 1 (some of which
included components that were processed at Plant No. 2) accounted for sales of
approximately $100,218,000. Items that were processed in Plant No. 2 that did
not require further processing in Plant No. 1 accounted for the balance of sales
in fiscal year 2005 of approximately $62,348,000. As our sales of cooked protein
grow, it may become necessary to augment the cooking capacity that we now have
at Plant No. 2. Capital expenditures for additional capacity, should they prove
to be necessary to meet additional customer demand, may increase during fiscal
year 2006 by $3 million to $6 million, depending on the amount of additional
cooking capacity added.

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.


                                       7
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                                     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 5, 2005, we had 178
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:

              FISCAL 2004                               HIGH             LOW
              -----------                               ----             ---
         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

              FISCAL 2005
              -----------
         First Quarter from September 27, 2004
              to January 2, 2005                     $   1.75         $  1.00

         Second Quarter from January 3, 2005
              to April 3, 2005                       $   3.50         $  1.25

         Third Quarter from April 4, 2005
              to July 3, 2005                        $   3.75         $  1.75

         Fourth Quarter from July 4, 2005
              to October 2, 2005                     $   4.40         $  3.00

     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.


                                       8
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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 and 2001
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. Comparability of the data
is affected by fiscal year 2005 being a 53-week period and fiscal years 2001
through 2004 being 52-week periods. 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        OCTOBER 2,     SEPTEMBER 26,   SEPTEMBER 28,    SEPTEMBER 29,   SEPTEMBER 30,
DATA                              2005             2004            2003            2002             2001
(IN THOUSANDS, EXCEPT             ----             ----            ----            ----             ----
 PER SHARE DATA):

<S>                              <C>            <C>             <C>              <C>             <C>
Net revenues                     $162,566       $133,957        $136,950         $138,901        $162,275
Operating income (a)               11,903          6,245           1,842            7,298           9,483

Income (loss) before
   extraordinary items (a)          3,696         (2,142)         (6,422)           1,030           2,242
Net income (loss) (a)               3,696         (2,142)         (6,422)           1,030           2,242

Net income (loss) per
   share - Basic (a) (b)            $0.25         $(0.14)         $(0.53)           $0.11           $0.24

Net income (loss) per
   share - Diluted (a) (b)          $0.24         $(0.14)         $(0.53)           $0.09           $0.20


                                                       AS OF FISCAL YEAR ENDED
                           ---------------------------------------------------------------------------------
BALANCE SHEET DATA             OCTOBER 2,     SEPTEMBER 26,   SEPTEMBER 28,    SEPTEMBER 29,   SEPTEMBER 30,
(IN THOUSANDS)                    2005             2004            2003            2002             2001
                                  ----             ----            ----            ----             ----


Total assets                       56,221        $59,550         $56,182          $59,018         $54,207
Long-term debt                     45,058         47,775          44,950           36,242          32,951
Total liabilities                  54,844         62,031          56,521           53,666          50,743
Retained (deficit)
earnings (c)                       (8,507)       (12,203)        (10,061)           7,842           6,812
Stockholders' (deficit)
equity                              1,378         (2,481)           (339)           5,352           3,464
</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; income before
extraordinary items would have increased by $548,000 in fiscal 2001; and net
income would have increased by $548,000 ($0.06 per basic share and $0.05 per
diluted share) in fiscal 2001.

(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.

                                       9
<PAGE>

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

OVERVIEW

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

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

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

         o    invest in and operate efficient production facilities;

         o    provide customer service-oriented distribution;

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

         o    continue to pursue growth through strategic acquisitions and
              investments.

     Fiscal year 2005 was a 53-week period and fiscal years 2004 and 2003 were
52-week periods. Net revenues increased 21.4% for the fiscal year ended October
2, 2005 as compared to the fiscal year ended September 26, 2004. The increase in
sales was due to growth in all business categories. We expect future sales
growth to be driven primarily by the retail and foodservice areas. 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 decrease
in net revenues during fiscal year 2004 was attributable to declines in sales to
retail, airline and foodservice customers.

     Our gross profit increased 38.3% during fiscal year 2005 and 19.7% during
fiscal year 2004. Operating income increased 90.6% for the fiscal year ended
October 2, 2005 and 239.2% for the fiscal year ended September 26, 2004 due to
increases in sales, better leveraging of manufacturing overhead and reductions
in selling, general and administrative expenses ("SG&A"). Cost of sales declined
as a percentage of net revenues to 87.8% in fiscal year 2005 from 89.3% in
fiscal year 2004 and 91.3% in fiscal year 2003. SG&A as a percentage of net
revenues improved to 4.8% in fiscal year 2005 from 6.0% in fiscal year 2004 and
7.4% in fiscal year 2003.

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:

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

         o    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.

                                       10
<PAGE>

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

<TABLE>
FISCAL YEAR ENDED OCTOBER 2, 2005 COMPARED TO FISCAL YEAR ENDED SEPTEMBER 26, 2004

                                                                                      RESULTS AS A PERCENTAGE OF
                                                           DOLLAR        PERCENTAGE      NET REVENUES FOR THE
                                FISCAL YEAR ENDED         VARIANCE        VARIANCE        FISCAL YEAR ENDED
                            -------------------------    -----------     ----------   -----------------------
                            OCTOBER 2,   SEPTEMBER 26     FAVORABLE       FAVORABLE   OCTOBER 2,  SEPTEMBER 26,
                               2005          2004       (UNFAVORABLE)   (UNFAVORABLE)    2005         2004
                            -----------   -----------    -----------     ----------   ----------   ----------
                                 (IN THOUSANDS)                 (IN THOUSANDS)

<S>                         <C>           <C>            <C>                 <C>          <C>          <C>
Net revenues                $   162,566   $   133,957    $    28,609          21.4%       100.0%       100.0%

Cost of sales                   142,813       119,676        (23,137)        (19.3)       (87.8)       (89.3)
                            -----------   -----------    -----------     ----------   ----------   ----------

Gross profit                     19,753        14,281          5,472          38.3         12.2         10.7

Selling, general and
  administrative expenses         7,850         8,036            186           2.3         (4.8)        (6.0)
                            -----------   -----------    -----------     ----------   ----------   ----------

Operating income                 11,903         6,245          5,658          90.6          7.3          4.7

Other expenses                    6,371         9,755          3,384          34.7         (3.9)        (7.3)
                            -----------   -----------    -----------     ----------   ----------   ----------

Income (loss) before
  income taxes                    5,532        (3,510)         9,042         257.6          3.4         (2.6)

Income tax  (benefit)
  provision                       1,835        (1,368)        (3,203)       (234.1)        (1.1)         1.0
                            -----------   -----------    -----------     ----------   ----------   ----------

Net income (loss)           $     3,697   $    (2,142)   $     5,839         272.6%         2.3%        (1.6)%
                            ===========   ===========    ===========     ==========   ==========   ==========
</TABLE>


     NET REVENUES. Net revenues for the fiscal year ended October 2, 2005
increased $28,609,000 (21.4%) to $162,566,000 from $133,957,000 for the fiscal
year ended September 26, 2004.

     Retail net revenues increased $20,925,000 (41.6%) to $71,276,000 for the
fiscal year ended October 2, 2005 as compared to $50,351,000 for the fiscal year
ended September 26, 2004. This increase was attributable to higher sales to
large national brand customers as well as to an existing club store customer.
During the fourth quarter of fiscal year 2005, sales to a national retail brand
customer declined by $1,800,000 due to a discontinued product line. We expect to
replace this lost revenue with sales to a newly acquired account beginning in
the first quarter of fiscal year 2006. Another national retail brand customer
shifted production of certain items from our facility to the customer's own
manufacturing facility, causing a $2,700,000 decline in sales in the fourth
quarter of fiscal year 2005. We expect to begin sales of a new product line to
the same customer in the first quarter of fiscal 2006, which we anticipate will
replace the lost sales to this customer. Foodservice net revenues increased
$6,362,000 (11.7%) to $60,772,000 from $54,410,000 for the fiscal year ended
September 26, 2004. The growth was largely due to increased sales to an existing
customer. Airline net revenues were $30,518,000 for the fiscal year ended
October 2, 2005 as compared to $29,196,000 for the fiscal year ended September
26, 2004, an increase of $1,322,000 (4.5%). The increase generated from the
addition of new airline customers and improvements in air travel from early
fiscal year 2004 levels were partially offset by a large airline carrier's
decision to offer meals on only long-haul and international flights. Future
airline sales may be affected by the financial difficulties of airline customers
including the bankruptcy filings of Delta Airlines and Northwest Airlines.

     We expect sales growth to continue in the retail and foodservice
categories. We also believe airline meals will continue to be a profitable part
of our overall business despite the financial stresses facing the airline
industry.

     GROSS PROFIT. Gross profit for the fiscal year ended October 2, 2005
increased $5,472,000 (38.3%) to $19,753,000 from $14,281,000 for the fiscal year
ended September 26, 2004. The majority of this increase is attributable to net
revenues increasing $28,609,000. The balance of the increase was the result of


                                       11
<PAGE>

improvement in gross margin as a percentage of net revenues to 12.2% for the
fiscal year ended October 2, 2005 from 10.7% for the fiscal year ended September
26, 2004. Margin improvement was attributable to better leveraging of
manufacturing overhead costs (which represented $40,392,000 and $34,302,000 or
24.8% or 25.6% of sales in fiscal years 2005 and 2004, respectively) and
efficiencies due to the plant consolidation and better pricing of raw materials.

     We modified our estimate for recording inventory reserves during the first
quarter of fiscal year 2005 to apply estimated reserve percentages to aging
categories. The impact of this change in estimate resulted in a one-time
increase to cost of sales and decrease in gross profit of approximately $650,000
or a 0.4% decline in gross profit as a percentage of net revenues.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. SG&A for the fiscal year
ended October 2, 2005 decreased $186,000 (2.3%) to $7,850,000 (4.8% of net
revenues) from $8,036,000 (6.0% of net revenues) for the fiscal year ended
September 26, 2004. Demonstration and promotional expenses have declined from
previous levels as a result of a decline in sales to a customer who required us
to pay a portion of those costs. These declines were offset by $152,000 of costs
associated with our exploration of strategic financial alternatives to improve
stockholder value, increases in insurance costs and approximately $134,000 in
provision for bad debt related to the write-off of Delta Airlines receivables.
Barring changes in our sales mix, we expect spending on demonstrations and
promotions to continue at the current level.

     OPERATING INCOME. Operating income increased $5,658,000 (90.6%) to
$11,903,000 for the fiscal year ended October 2, 2005 from $6,245,000 for the
fiscal year ended September 26, 2004. The increase in operating income was the
result of improvements in sales, gross margins and SG&A as noted above.

     OTHER EXPENSES. Other expenses for the fiscal year ended October 2, 2005,
which consisted primarily of various financing-related charges, decreased
$3,384,000 (34.7%) to $6,371,000 from $9,755,000 for the fiscal year ended
September 26, 2004. The decrease was attributable to savings realized from the
debt refinancing discussed below. In particular, amortization of deferred
financing costs decreased $283,000 (56.0%). Additionally, interest expense
declined $447,000 (7.0%) due to the early pay-off of the Term B Loan on June 30,
2005. We expect some interest expense savings in future periods as we seek to
refinance our debt in fiscal year 2006 and believe this can be done at lower
interest rates. However, no assurance can be given that we will be successful,
or that interest rates on the new debt will be lower than on existing
facilities. Additionally, we continued voluntary principal payments on the Term
A Loan, reducing our outstanding debt balance. Included in other expenses for
the fiscal year ended September 26, 2004 was a charge of $2,778,000 (primarily
non-cash) for debt extinguishment expenses related to the write-off of deferred
financing costs and debt issue costs in connection with the October 2003
refinancing discussed below.

     During fiscal year 2004 we recorded a $425,000 valuation allowance against
a portion of our deferred tax assets, since at that time it was believed that
such assets did not meet the more likely than not criteria to be recoverable
through projected future profitable operations in the foreseeable future.
However, in fiscal year 2005, as a result of improved operating results, we
concluded that it was more likely than not that our deferred tax assets would be
realized. Accordingly, we reversed $337,000 of the previously recorded valuation
allowance. In the event we were to determine that we would not be able to
realize all or part of our deferred tax assets, we would record our adjustment
to the deferred tax asset and a charge to income at that time.

     NET INCOME (LOSS). The net result for the fiscal year ended October 2, 2005
was net income of $3,697,000 or $0.25 per basic share and $0.24 per diluted
share as compared to a net loss of $2,142,000 or ($0.14) per basic and diluted
share for the fiscal year ended September 26, 2004.

     We currently expect to continue profitable operations primarily through (a)
growing revenues from profitable product lines and increasing our customer base,
(b) improving gross margins by streamlining additional costs and continuing to
leverage the manufacturing and storage facilities to improve manufacturing
efficiency, (c) adding higher margin products and (d) reducing future interest
costs on outstanding debt through a future refinancing which we believe can be
done at lower interest rates. However, no assurance can be given that we will be
successful, or that interest rates on the new debt will be lower than on


                                       12
<PAGE>

existing facilities. As discussed in "Risk Factors" contained in Item 1A of this
report, 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.

<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 YEAR ENDED            VARIANCE        VARIANCE        FISCAL 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                     119,676          125,022            5,346           4.3        (89.3)       (91.3)
                            -------------    -------------    -------------    -----------   ----------   ----------

Gross profit                       14,281           11,928            2,353          19.7         10.7          8.7

Selling, general and
  administrative expenses           8,036           10,087            2,051          20.3         (6.0)        (7.4)
                            -------------    -------------    -------------    -----------   ----------   ----------

Operating income                    6,245            1,841            4,404         239.2          4.7          1.3

Other expenses                      9,755           11,617            1,862          16.0         (7.3)        (8.5)
                            -------------    -------------    -------------    -----------   ----------   ----------

(Loss) income before
  income taxes                     (3,510)          (9,776)           6,266          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)   $      (6,423)   $       4,281          66.7%        (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 declined $2,294,000 (4.4%) to
$50,351,000 from $52,645,000 for the fiscal year ended September 28, 2003,
attributable to a decrease of market sales by one of our retail customers.
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 fiscal year ended
September 26, 2004. 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.

     GROSS PROFIT. Despite lower revenues, gross profit for the fiscal year
ended September 26, 2004 increased $2,353,000 (19.7%) to $14,281,000 from
$11,928,000 for the fiscal year ended September 28, 2003. Gross 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 $5,346,000, decline in cost of sales
for the fiscal year ended September 26, 2004 to $119,676,000 from $125,022,000
for the fiscal year ended September 28, 2003.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. SG&A for the fiscal year
ended September 26, 2004 decreased $2,051,000 (20.3%) to $8,036,000 (6.0% of net
revenues) from $10,087,000 (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 $4,404,000 (239.2%) to
$6,245,000 for the fiscal year ended September 26, 2004 from $1,841,000 for the
fiscal year ended September 26, 2003. The increase in operating income was the
result of improvements in gross margin and SG&A as noted above.


                                       13
<PAGE>

     OTHER EXPENSES. Other expenses for the fiscal year ended September 26,
2004, which consisted primarily of various financing-related charges, decreased
$1,862,000 (16.0%) to $9,755,000 from $11,617,000 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.

     NET LOSS. The net result for the fiscal year ended September 26, 2004 was a
net loss of $2,142,000 or ($0.14) per basic and diluted share as compared to a
net loss of $6,423,000 or ($0.53) per basic and diluted share for the fiscal
year ended September 28, 2003.

LIQUIDITY AND CAPITAL RESOURCES

     Our principal sources of liquidity are cash balances and additional
financing capacity. Our cash and cash equivalents increased $1,046,000 to
$2,655,000 as of October 2, 2005 from $1,609,000 at September 26, 2004.

     During the fiscal year ended October 2, 2005, our operating activities
resulted in a source of cash of $8,320,000, as compared to a use of cash of
$1,638,000 during fiscal year 2004. Cash generated from operations before
working capital changes was $7,504,000. Sources of cash in fiscal year 2005
resulted primarily from a $1,795,000 decline in inventory, a $534,000 reduction
in prepaid expenses and a $42,000 decrease in accounts receivable, offset by a
decline in accounts payable of $1,546,000. As of October 2, 2005, we had working
capital of $17,614,000.

     During the fiscal year ended October 2, 2005, our investing activities,
comprised of capital expenditures, resulted in a net use of cash of
approximately $1,644,000, as compared to a net use of cash of approximately
$1,065,000 during fiscal year 2004. Current year additions to property and
equipment relate to the purchase of new machinery to automate certain
manufacturing processes. Capital expenditures for additional capacity, should
they prove to be necessary to meet additional customer demand, may increase
during fiscal year 2006 by $3 million to $6 million, depending on the amount of
additional cooking capacity added. Capital expenditures will be funded by cash
generated from operating activities.

     During the fiscal year ended October 2, 2005, our financing activities
resulted in a use of cash of approximately $5,631,000, as compared to cash
provided of $3,799,000 during fiscal year 2004. The use of cash in fiscal year
2005 consisted of voluntary prepayments on our Term A and Term B Loans and
scheduled principal payments on our long-term debt. The Term B Loan in the
principal amount of $5.0 million with an interest of LIBOR plus 7.5%, was paid
off as of June 30, 2005, in advance of the January 31, 2006 maturity date. The
cash provided in fiscal year 2004 resulted primarily from new borrowings, net of
related deferred financing costs, in connection with the October 2003 debt
financing discussed below, offset by principal payments during the fiscal year
on our long-term debt.

     As of October 2, 2005, our indebtedness to significant lenders consisted
substantially of debt evidenced by a secured senior subordinated note payable to
LLCP with principal balance of $28.9 million and a senior Term A note payable to
PSI, an affiliate of LLCP, with a principal balance of $16.5 million. Both notes
have a maturity date of October 31, 2006. The senior subordinated note has a
base rate of interest of 13.5%, subject to increase upon the occurrence of an
interest rate event, as defined, or event of default. The interest rate on the
Term A Loan, as amended, is 5.5% plus the prime rate in effect from time to time
and is subject to increase upon the occurrence of any interest rate event, as
defined, or event of default as provided in the note that evidences the loan.

     From time to time, we have obtained amendments to the financing agreements
to enable us to remain in compliance with financial and/or non-financial
covenants. On September 7, 2005, we executed the fifth amendment to the existing
financing arrangements with PSI and LLCP to amend the financial covenants and
various other provisions. In the September 7, 2005 amendments, we agreed to make


                                       14
<PAGE>

five scheduled installment principal payments totaling $1.6 million on the Term
A Loan commencing on the effective date of the amendment through December 30,
2005. The amendments also amended certain definitions of the financial covenants
of the secured senior subordinated note.

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

     We believe that we will be in compliance with all of our revised financial
and other covenant requirements for the foreseeable future. Accordingly, based
upon anticipated 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 October 2, 2005.
In the future, our failure to achieve certain revenue, expense and profitability
levels could result in a violation of the amended financial covenants under our
financing arrangements and could result in interest rate increases and
acceleration of maturity of the loans, which could adversely affect our
financial condition, results of operations or cash flows.

     We believe that funds available to us from operations, existing capital
resources and an anticipated refinancing of our debt that matures in October
2006 will be adequate for our capital requirements for at the least the next
twelve months. However, no assurance can be given that we will be able to
generate sufficient funds from operations or that we will successfully refinance
our debt. Following is a summary of our contractual obligations at October 2,
2005:

<TABLE>
                                                       PAYMENTS DUE BY PERIOD
                                                       ----------------------

           CONTRACTUAL                             WITHIN                                   MORE THAN
           OBLIGATIONS                TOTAL        1 YEAR       2-3 YEARS     4-5 YEARS      5 YEARS
           -----------             -----------   -----------   -----------   -----------   -----------

         <S>                       <C>           <C>           <C>           <C>           <C>
         Debt maturities           $45,402,828   $   344,828   $45,058,000   $        --   $        --

         Contractual obligations    14,387,765     2,614,302     3,669,583     2,925,984     5,177,896

         Open purchase orders        8,127,476     8,127,476            --            --            --
                                   -----------   -----------   -----------   -----------   -----------

         Total contractual
            obligations            $67,918,069   $11,086,606   $48,727,583   $ 2,925,984   $ 5,177,896
                                   ===========   ===========   ===========   ===========   ===========
</TABLE>

     During the fiscal year ended October 2, 2005, we made ten voluntary
principal payments on our Term B Loan totaling $2,676,950. The Term B Loan was
entirely paid off at June 30, 2005. We also made voluntary principal payments
totaling $400,000 on our Term A Loan during the fiscal year.

     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.

     On April 21, 2005, we engaged Piper Jaffray & Co. as our financial advisor
to assist us in identifying and exploring strategic financial alternatives to
optimize stockholder value. Piper Jaffray & Co. has agreed to assist us in
executing and closing a suitable transaction, if any, that may be identified and
then selected by us for execution. We have requested that Piper Jaffray & Co.,
as part of this engagement, focus on alternatives to refinance the debt held by
LLCP and its affiliate, PSI, which matures in October 2006. Any potential
transaction that may be identified and selected for execution could involve the
disposition of both the debt and equity held by LLCP and its affiliate. During
fiscal year 2005, we incurred $152,000 of operating expenses in connection with
our review of strategic financial alternatives.


                                       15
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

     In May 2005, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 154, "Accounting
Changes and Error Corrections," which, under most circumstances, requires
retrospective application of a change in accounting principle. SFAS No. 154 also
requires the restatement of previously issued financial statements when
reporting the correction of an error. SFAS No. 154 is effective for fiscal years
beginning after December 15, 2005. We do not believe the adoption will have a
material impact on our financial statements.

     In December 2004, the FASB issued Statement No. 123 (revised 2004) ("SFAS
No. 123R"), "Share-Based Payment." SFAS No. 123R will require us to measure the
cost of all employee stock-based compensation awards based on the grant date
fair value of those awards and to record that cost as compensation expense over
the period during which the employee is required to perform service in exchange
for the award (generally over the vesting period of the award). Accordingly, the
adoption of SFAS No. 123R will have an impact on our results of operations,
although it will have no impact on our overall financial position. We expect to
adopt SFAS No. 123R in the fiscal quarter ending January 1, 2006. We cannot
estimate what those amounts will be in the future because they depend on, among
other things, when employees exercise stock options. There were no operating
cash flows in prior periods from share-based payments.

     In December 2004, the FASB issued FASB Staff Position No. 109-1,
"Application of FASB Statement No. 109 (SFAS 109), Accounting for Income Taxes,
to the Tax Deduction on Qualified Production Activities Provided by the American
Jobs Creation Act of 2004" ("FSP 109-1"). FSP 109-1 clarifies that the
manufacturer's deduction provided for under the American Jobs Creation Act of
2004 (the "Act") should be accounted for as a special deduction in accordance
with SFAS No. 109 and not as a tax rate reduction. The adoption of FSP 109-1 had
no impact on our results of operations or financial position for fiscal year
2005, as the manufacturer's deduction is not available to us until fiscal year
2006. We are currently evaluating the effect that the manufacturer's deduction
will have in subsequent years.

     In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an
amendment of ARB No. 43, Chapter 4." SFAS No. 151 clarifies that abnormal
inventory costs such as costs of idle facilities, excess freight and handling
costs and wasted materials (spoilage) are required to be recognized as current
period charges. The provisions of SFAS No. 151 are effective for fiscal years
beginning after June 15, 2005. We are currently evaluating the impact that this
statement will have on our financial statements.

CRITICAL ACCOUNTING POLICIES

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

     CONCENTRATIONS OF CREDIT RISK. Our financial instruments that are exposed
to concentrations of credit risk consist primarily of trade receivables. We
perform ongoing credit evaluations of our customers' financial condition and
generally require no collateral from our customers. A bankruptcy or other
significant financial deterioration of any customers could impact their future
ability to satisfy their receivables with us. Our allowance for doubtful
accounts is calculated based primarily upon historical bad debt experience and
current market conditions. 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
October 2, 2005, September 26, 2004 and September 28, 2003, our write-offs, net
of recoveries, to the allowance for doubtful accounts were approximately
$99,000, $95,000 and $466,000, respectively.

                                       16
<PAGE>

     A significant portion of our total net revenues during the last two fiscal
years was derived from two customers. Panda Restaurant Group, Inc. and Jenny
Craig, Inc. accounted for approximately 31% and 19%, respectively, of our
revenues for the fiscal year ended October 2, 2005 and approximately 39% and
25%, respectively, of our total accounts receivable balance at October 2, 2005.
Panda Restaurant Group, Inc. and Jenny Craig, Inc. accounted for approximately
29% and 18% respectively, of our revenues for the fiscal year ended September
26, 2004 and approximately 18% and 24%, respectively, of our total accounts
receivable balance at September 26, 2004. We continue to expand our retail and
foodservice customer base with the goal of reducing our reliance on a small
concentration of accounts.

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

     A reserve is established for the estimated aged surplus, spoiled or damaged
products, and discontinued inventory items and components. The amount of the
reserve is determined by analyzing inventory composition, expected usage,
historical and projected sales information, and other factors. Changes in sales
volume due to unexpected economic or competitive conditions are among the
factors that could result in materially different amounts for this item. During
the quarter ended January 2, 2005, we revised our method to apply reserve
estimation percentages to aging categories. The effect of this change in
estimate resulted in one-time higher cost of sales and lower gross profit of
approximately $650,000 and lowered net income by approximately $370,000 for the
three months ended January 2, 2005.

     EXCESS OF COST OVER FAIR VALUE OF NET ASSETS ACQUIRED. We evaluate the
excess of cost over fair value of net assets acquired (goodwill) at least
annually for impairment in accordance with SFAS No. 142. We have one reporting
unit and estimate fair value based on a variety of market factors, including
discounted cash flow analysis, market capitalization, and other market-based
data. No impairment of goodwill was recorded during fiscal year 2005. At October
2, 2005, we had goodwill of $12.2 million. A deterioration of our operating
results and the related cash flow effect could decrease the estimated fair value
of our business and, thus, cause our goodwill to become impaired and cause us to
record a charge against operations in an amount representing the impairment.

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

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
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


                                       17
<PAGE>

(including future revenues, earnings or growth rates), ongoing business
strategies or prospects, and possible future company actions, which may be
provided by management, are also forward-looking statements. We caution that
these statements by their nature involve risks and uncertainties, and actual
results may differ materially depending on a variety of important factors,
including, among others:

         o    the impact of competitive products and pricing;

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

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

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

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

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

         o    other factors as may be discussed in this report, including those
              risk factors described under Item 1A of this report and in other
              reports we file with the Securities and Exchange Commission.

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 $147,000 the annual
interest expense on our debt outstanding as of October 2, 2005. We are also
subject to interest rate risk on our fixed interest rate obligations. Based upon
outstanding amounts of fixed rate obligations as of October 2, 2005, a
hypothetical 10% decrease in average market interest rates would increase the
fair value of outstanding fixed rate debt by approximately $212,000.

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 October 2, 2005, 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 recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's ("Commission's") rules and forms, including to ensure that
information required to be disclosed by us in the reports we file or submit
under the Exchange Act is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding whether or not disclosure is
required.

     During the quarter ended October 2, 2005, 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.

                                       18
<PAGE>

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 6, 2005.

<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                     42    Senior Vice President, Chief Financial Officer,      2003
                                            Chief Operating Officer and Director
Richard A. Horvath                    59    Senior Vice President and Secretary                   -
Harold Estes                          65    Director                                             2002
Geoffrey A. Gerard(1)(2)(3)           60    Director                                             2002
John E. McConnaughy, Jr.(1)(2)(3)(4)  76    Director                                             2002
Alexander Auerbach(4)                 61    Director                                             2004
Louis J. Giraudo(2)                   59    Director                                             2004
Alexander Rodetis, Jr.(1) (4)         63    Director                                             2004
</TABLE>

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

(1) Member of audit committee.

(2) Member of compensation committee.

(3) Member of nominating and governance committee.

(4) Member of special committee appointed to evaluate strategic financial
alternatives.

     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 and as our Chief Operating Officer since May 2005. 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


                                       20
<PAGE>

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, 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.

     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 five other
public companies (Allis-Chalmers Corporation, Consumer Portfolio Services,
Levcor International, Inc., Wave Systems Corp. and Arrow Resources Development
Inc.). He also serves as Chairman of the Board of Trustees and on the Executive
Committee of the Strang Cancer Prevention Center and as Chairman of the Board
for the Harlem School of the Arts. Mr. McConnaughy previously served on the
board of directors for Fortune Natural Resources, which filed a Chapter 11
bankruptcy petition in 2004. 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
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


                                       21
<PAGE>

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 October 2, 2005, our board of directors held
eight meetings and took action by unanimous written consent on thirteen
occasions. During fiscal year 2005, no incumbent director attended fewer than
75% of the aggregate of: (1) the total number of meetings of the board of
directors; and (2) the total number of meetings held by all committees of the
board on which he served.

     Our board of directors has standing audit, compensation and nominating and
governance committees and one special committee. 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).
Pursuant to LLCP's request, Steven E. Hartman was appointed to the board of
directors on April 18, 2005. Mr. Hartman voluntarily resigned from the board of
directors effective September 30, 2005. There was no disagreement between Mr.
Hartman and us on any matter relating to our operations, policies, practices or
otherwise. Mr. Hartman is an officer of an affiliate company of LLCP.

     AUDIT COMMITTEE

     Since September 18, 2004, the audit committee has been composed of Messrs.
McConnaughy, Gerard and Rodetis, with Mr. McConnaughy serving as the committee
chairman. Eight audit committee meetings were held during fiscal year 2005.

     Our board of directors has determined that Messrs. McConnaughy and Rodetis
are "audit committee financial experts" and that Messrs. McConnaughy, Gerard and
Rodetis are "independent" as defined in Section 121(A) of the listing standards
for Amex.

     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
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.

                                       22
<PAGE>

     COMPENSATION COMMITTEE

     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. Two compensation committee
meetings were held during fiscal year 2005.

     NOMINATING AND GOVERNANCE COMMITTEE

     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
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

                                       23
<PAGE>

     o   the size and composition of our board.

     The committee operates pursuant to a charter approved by our board of
directors and the committee. The nominating and governance committee selected
all of the director nominees for re-election to our board of directors at our
2005 annual meeting of stockholders. The nomination of Steven E. Hartman for
election to our board of directors at our 2005 annual meeting of stockholders
followed a request by LLCP in April 2005 to include Mr. Hartman as a designee to
our board pursuant to an investor rights agreement. Mr. Hartman has since
resigned from the board of directors. One nominating and governance meeting was
held during fiscal year 2005.

     SPECIAL COMMITTEE

     On May 3, 2005, the board of directors appointed a special committee of the
board to evaluate strategic financial alternatives to optimize stockholder
value, including any alternatives proposed by Piper Jaffray & Co., our financial
advisor. The members of the committee are Messrs. Rodetis, Auerbach, and
McConnaughy, with Mr. Rodetis serving as chairman of the committee. Three
special committee meetings were held during fiscal year 2005.

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 2005 annual meeting of
stockholders, we had nine directors, six of whom were in attendance at our 2005
annual meeting.

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. James Rudis, Chief Executive Officer and President, and Richard A.
Horvath, Senior Vice President, each filed one late Form 4 to report one
transaction. Director John E. McConnaughy, Jr. filed one late Form 4 to report
two transactions that were reportable on two separate Form 4s and director
Harold Estes filed three late Form 4s to report thirteen transactions that were
reportable on eight separate Form 4s.

                                       24
<PAGE>

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 2005, 2004 and 2003
compensation awarded or paid to Mr. James Rudis, our Chairman, Chief Executive
Officer and President, for services rendered to TreeCon Resources and its
subsidiaries (including Overhill Farms, Inc.). Mr. Rudis is the only individual
who served as executive officer of TreeCon Resources during the fiscal years
presented below who also served as an executive officer of Overhill Farms, Inc.
The compensation described in this table for Mr. Rudis was paid by TreeCon
Resources and/or Overhill Farms.

     The following table also sets forth for fiscal years 2005, 2004 and 2003
compensation awarded to Mr. John L. Steinbrun, our Senior Vice President, Chief
Financial Officer and Chief Operating Officer, and Mr. Richard A. Horvath, our
Senior Vice President and Secretary, for services rendered to Overhill Farms,
Inc. Mr. Rudis, 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 2005.

<TABLE>
                                                                                LONG-TERM
                                                                               COMPENSATION
                                                ANNUAL COMPENSATION               AWARDS
                                                -------------------               ------
                                                                   OTHER        SECURITIES
       NAME AND                                                   ANNUAL        UNDERLYING       ALL OTHER
  PRINCIPAL POSITIONS      YEAR         SALARY          BONUS    COMPENSATION     OPTIONS       COMPENSATION
  -------------------      ----         ------          -----    ------------     -------       ------------
                                                                    (1)

<S>                        <C>        <C>             <C>            <C>          <C>           <C>
James Rudis,               2005       $ 293,536       $ 137,500      --           100,000       $ 13,744 (4)
  Chief Executive Officer  2004       $ 283,449            --        --              --         $ 10,143 (4)
  and President            2003       $ 239,806            --        --           300,000       $  9,384 (4)

John L. Steinbrun,         2005       $ 262,008       $  25,000      --           200,000          --
  Senior Vice President    2004       $ 254,796            --        --              --            --
  Chief Financial Officer  2003       $ 115,234 (2)        --        --            50,000          --
  and Chief Operating
  Officer

Richard A. Horvath,        2005       $ 149,883       $  14,000      --             7,000          --
  Senior Vice President    2004       $ 147,192            --        --              --            --
  Secretary and Former     2003       $ 147,200 (3)        --        --            20,000          --
  Chief Financial Officer
</TABLE>

____________

(1)    The named executive officers each received certain perquisites and other
       personal benefits from Overhill Farms and/or TreeCon Resources during
       fiscal years 2005, 2004 and 2003. These perquisites and other personal
       benefits, however, did not equal or exceed 10% of the named executive
       officers' salary and bonus during fiscal years 2005, 2004 or 2003.

(2)    Mr. Steinbrun's employment with our company commenced April 1, 2003.  He
       was named our Chief Operating Officer effective May 1, 2005.

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

                                       25
<PAGE>

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


OPTION GRANTS IN LAST FISCAL YEAR

     The following table provides information regarding options granted in
fiscal year 2005 to the named executive officers. We did not grant any stock
appreciation rights in fiscal year 2005. This information includes hypothetical
potential gains from stock options granted in fiscal year 2005. These
hypothetical gains are based entirely on assumed annual growth rates of 5% and
10% in the value of our common stock price over the 10-year life of the stock
options granted in fiscal year 2005. These assumed rates of growth were selected
by the Securities and Exchange Commission for illustrative purposes only and are
not intended to predict future stock prices, which will depend upon market
conditions and our future performance and prospects.


<TABLE>
                                                 INDIVIDUAL GRANTS
                                                 -----------------
                                                     PERCENT
                                                    OF TOTAL
                                                     OPTIONS                                 POTENTIAL REALIZABLE VALUE
                                     NUMBER OF     GRANTED TO                          AT ASSUMED ANNUAL RATES OF STOCK PRICE
                                    SECURITIES      EMPLOYEES   EXERCISE                  APPRECIATION FOR OPTION TERM (3)
                         GRANT      UNDERLYING      IN FISCAL   PRICE PER  EXPIRATION  --------------------------------------
NAME                    DATE (1)  OPTIONS GRANTED   YEAR (2)      SHARE       DATE                5%             10%
----                    --------  ---------------  ----------   ---------  ----------        ---------      ----------

<S>                     <C>          <C>              <C>          <C>      <C>              <C>            <C>
James Rudis..........   02/01/05      69,136          19.0%        $1.47    02/01/15         $  64,000      $  162,000
James Rudis..........   02/01/05      10,288           2.8%        $1.50    02/01/15         $   9,000      $   24,000
James Rudis..........   02/01/05      10,288           2.8%        $2.00    02/01/15         $   4,000      $   19,000
James Rudis..........   02/01/05      10,288           2.8%        $2.50    02/01/15         $      --      $   14,000
John L. Steinbrun....   02/01/05     138,272          38.0%        $1.47    02/01/15         $ 128,000      $  324,000
John L. Steinbrun....   02/01/05      20,576           5.7%        $1.50    02/01/15         $  18,000      $   48,000
John L. Steinbrun....   02/01/05      20,576           5.7%        $2.00    02/01/15         $   8,000      $   37,000
John L. Steinbrun....   02/01/05      20,576           5.7%        $2.50    02/01/15         $      --      $   27,000
Richard A. Horvath...   02/01/05       7,000           1.9%        $1.47    02/01/15         $   6,000      $   16,000
</TABLE>

____________

(1) The options vested and became exercisable on May 23, 2005.

(2) Based on options to purchase 364,000 shares granted to our employees during
fiscal year 2005.

(3) Calculated using the potential realizable value of each grant.

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 October
2, 2005. 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 2005.

<TABLE>
                                                          NUMBER OF
                                                    SECURITIES UNDERLYING          VALUE OF UNEXERCISED
                                                   UNEXERCISED OPTIONS AT         IN-THE-MONEY OPTIONS AT
                          SHARES                       OCTOBER 2, 2005              OCTOBER 2, 2005 (1)
                         ACQUIRED       VALUE    ---------------------------    --------------------------
NAME                    ON EXERCISE   REALIZED   EXERCISABLE   UNEXERCISABLE    EXERCISABLE  UNEXERCISABLE
----                    -----------   --------   -----------   -------------    -----------  -------------

<S>                         <C>          <C>       <C>              <C>          <C>              <C>
James Rudis..........       --           --        400,000          --           $ 672,642        --
John L. Steinbrun....       --           --        250,000          --           $ 460,784        --
Richard A. Horvath...       --           --         27,000          --           $  46,540        --
</TABLE>
____________

(1) Based on the last reported sale price of our common stock of $3.29 on
    September 30, 2005 (the last trading day during fiscal year 2005) as
    reported by the American Stock Exchange, minus the exercise price of the
    options.

                                       26
<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, Chief Financial Officer and Chief Operating 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 Mr. Rudis or by us
upon giving to Mr. Rudis minimum notice of at least 90 days prior to the
expiration of the initial term or the anniversary or renewal date of the
beginning of the next annual extension period. Mr. Rudis' base salary as most
recently adjusted on November 1, 2005 is $280,303 per year, and we will review
his compensation annually and shall 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. On February 1, 2005, Mr. Rudis was granted options to
purchase up to 100,000 shares of common stock at per share exercise prices
ranging from $1.47 to $2.50. The options vested and became exercisable on May
23, 2005.

     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 he is terminated other than
for cause, he will 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,
2006, 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. On February
1, 2005, Mr. Steinbrun was granted options to purchase up to 200,000 shares of
common stock at per share exercise prices ranging from $1.47 to $2.50. The
options vested and became exercisable on May 23, 2005. 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.

                                       27
<PAGE>

     EXECUTIVE BONUS PROGRAM

     Upon recommendation of the compensation committee, our board of directors
approved bonus programs for fiscal year 2005 for the named executive officers.
The bonuses will be paid in fiscal year 2006.

     The bonus program approved for James Rudis would permit a discretionary
bonus equal to 2% of Mr. Rudis' gross W-2 earnings payable in the form of a
401(k) contribution and a discretionary performance bonus payable in cash equal
to approximately 8% of Mr. Rudis' gross W-2 earnings based upon our achievement
of certain net income targets and Mr. Rudis' contribution to our success during
fiscal year 2005. Mr. Rudis would receive additional non-discretionary cash
bonus payments, each of which would be equal to 10% of Mr. Rudis' base salary,
for each specified increment by which we exceed net income targets for fiscal
year 2005.

     The bonus program approved for John L. Steinbrun would permit a
discretionary bonus equal to 2% of Mr. Steinbrun's gross W-2 earnings payable in
the form of a 401(k) contribution and a discretionary performance bonus payable
in cash equal to approximately 8% of Mr. Steinbrun's gross W-2 earnings based
upon our achievement of certain net income targets and Mr. Steinbrun's
contribution to our success during fiscal year 2005.

     The bonus program approved for Richard A. Horvath would permit a
discretionary bonus equal to 2% of Mr. Horvath's gross W-2 earnings payable in
the form of a 401(k) contribution and a discretionary performance bonus payable
in cash equal to approximately 8% of Mr. Horvath's gross W-2 earnings based upon
our achievement of certain net income targets and Mr. Horvath's contribution to
our success during fiscal year 2005.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     From April 2003 to October 28, 2004, our compensation committee was
composed of Messrs. Gerard, McConnaughy and Estes. Since 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 2005 was an officer or employee of our company during fiscal year 2005, 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.
Steven E. Hartman voluntarily waived the director fees during the time he served
as a member of the board of directors.

     Members of the special committee of the board that were appointed May 3,
2005 to evaluate strategic financial alternatives to optimize stockholder value
are entitled to compensation of $2,500 per month each in addition to their
regular board compensation of $2,500 per month. The chairman of the committee is
entitled to receive an additional $3,000 per month (for a total of $5,500 per
month in addition to his regular board compensation of $2,500 per month).
Compensation is payable to special committee members until the special committee
terminates or disbands.

                                       28
<PAGE>

     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 1,154,000 shares of our common stock to our directors and to
executive officers that also serve or served as directors.

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

     As of December 6, 2005, a total of 14,976,997 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 OF
             NAME OF BENEFICIAL OWNER                         TITLE OF CLASS        OF SHARES           CLASS
------------------------------------------------------------  --------------     ---------------    -------------

<S>                                                              <C>               <C>                 <C>
 Levine Leichtman Capital Partners II, L.P..................     Common            5,771,663(1)         37.8%
                                    ........................     Series A
                                                               Convertible
                                                                Preferred              23.57           100.0%
 Harold Estes...............................................     Common            2,181,650(2)         14.5%
 John L. Steinbrun..........................................     Common              719,900(3)          4.8%
 James Rudis................................................     Common              678,950(4)          4.4%
 John E. McConnaughy, Jr....................................     Common               75,000             *
 Geoffrey A. Gerard.........................................     Common               77,000(5)          *
 Richard A. Horvath.........................................     Common               32,750(6)          *
 Alexander Auerbach.........................................     Common               30,000(7)          *
 Louis J. Giraudo...........................................     Common               25,000(8)          *
 Alexander Rodetis, Jr......................................     Common               25,000(8)          *
 All directors and executive officers as a group
    (9 persons).............................................     Common            3,845,250(9)         24.2%
</TABLE>

*    Less than 1.0%.

                                       29
<PAGE>

(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
     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 75,000 shares of common stock underlying options.

(3)  Includes 250,000 shares of common stock underlying options.

(4)  Includes 400,000 shares of common stock underlying options.

(5)  Includes 77,000 shares of common stock underlying options.

(6)  Includes 27,000 shares of common stock underlying options.

(7)  Includes 25,000 shares of common stock underlying options.

(8)  Represents shares of common stock underlying options.

(9)  Includes 904,000 shares of common stock underlying options.


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 October 2, 2005.


<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>                            <C>                     <C>
Equity compensation plans approved
  by security holders                      1,184,000 (1)                  $1.43                   139,000 (2)

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

     Total                                 1,184,000                      $1.43                   139,000
</TABLE>


(1)  Represents shares of common stock underlying options granted under our 2002
     Employee Stock Option Plan and 2005 Stock 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. Also represents shares of common
     stock authorized for issuance under our 2005 Stock Plan, which was adopted


                                       30
<PAGE>

     by our board of directors on February 1, 2005, approved by then majority
     stockholder on February 24, 2005 and approved by our stockholders at our
     2005 annual meeting. Our 2002 Employee Stock Option Plan and 2005 Stock
     Plan each provide 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
     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 the 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. William E. Shatley, respectively. Mr. Shatley was then
an executive officer and director of ours. 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 October
2, 2005.

     In September 2005, we entered into fifth amendments to the existing
financing arrangements with LLCP and PSI, as described under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources" in Part II, Item 7 of this report

     As of October 2, 2005, 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 one note payable to PSI, consisting of senior Term
A Loan in the principal amount of $16.5 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 financing arrangements we entered into with each of LLCP and PSI.

     We, James Rudis and LLCP are parties to an investor rights agreement
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 first vacancy that was created on the board of directors after
October 31, 2003. Pursuant to such rights, in April 2005 LLCP designated Steven
E. Hartman, an officer of an affiliate of LLCP, to serve on our board. As a
result, we expanded the size of our board and Mr. Hartman filled the vacancy.
Mr. Hartman was re-elected at our 2005 annual stockholders' meeting and then
voluntarily resigned from our board of directors effective September 30, 2005.
Mr. Rudis is obligated to vote his shares of our common stock in favor of LLCP's
nominees, if any. In addition, annual consulting fees of $180,000 are payable to
LLCP through January 2006. LLCP has 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. To obtain LLCP's consent to our
adoption of our 2005 Stock Plan and to counteract the dilutive effect of the
adoption of our 2005 Stock Plan, we agreed to issue to LLCP 83,641 fully paid
and non-assessable shares of common stock subject to the terms specified in a
letter agreement dated February 24, 2005 between LLCP and us ("LLCP Letter
Agreement"). The LLCP Letter Agreement also provides restrictions on the
purchase price or exercise price of the shares of our common stock that may be
issued pursuant to awards under the 2005 Stock Plan. LLCP agreed in the LLCP
Letter Agreement to vote all shares of our voting capital stock beneficially
owned by LLCP in favor of approval of the 2005 Stock Plan.

     LLCP and we are parties to an amended and restated registration rights
agreement 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 LLCP 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.

                                       31
<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 $11,960 for services rendered under this agreement
through October 2, 2005. These fees did not total more than 5% of SHA's gross
revenues for its fiscal year ended December 31, 2004.

     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 $53,352 for services
rendered under this engagement through October 2, 2005. These fees totaled more
than 5% of AAPR's gross revenues for its fiscal year ended January 31, 2005.

     We are or have been a party to employment and compensation arrangements
with related parties, as more particularly described above under the heading
"Employment Contracts and Termination of Employment and Change-in-Control
Arrangements," "Executive Bonus Program" and "Director Compensation." On
November 28, 2005, John E. McConnaughy, Jr. exercised his options to purchase
75,000 shares of our common stock through payment of $11,589 cash and surrender
of 14,200 shares of our common stock, as permitted by the terms of the options
agreements.

     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 2005 and 2004 and fees billed for other services rendered by Ernst & Young
LLP:

                                                  2005               2004
                                                --------           --------

        Audit Fees.....................         $334,250           $307,000
        Audit-Related Fees.............                -                  -
        Tax Fees.......................                -             56,500
        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. 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.

                                       32
<PAGE>

                                     PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
          ------------------------------------------

(a)      The following financial statements are filed as part of this report:

         Report of Independent Registered Public Accounting Firm

         Balance Sheets -- October 2, 2005 and September 26, 2004

         Statements of Operations -- Years Ended October 2, 2005, September 26,
         2004 and September 28, 2003

         Statements of Shareholders' Equity -- Years Ended October 2, 2005,
         September 26, 2004 and September 28, 2003

         Statements of Cash Flows -- Years Ended October 2, 2005, September 26,
         2004 and September 28, 2003

         Notes to Financial Statements

(b)      The following exhibits are attached to or incorporated by reference
         herein:

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)

 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)

                                       33
<PAGE>

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

 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)

 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)

                                       34
<PAGE>

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

 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)

 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)

                                       35
<PAGE>

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

 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)

 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)

                                       36
<PAGE>

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

 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)

 10.66 (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)

 10.67 (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)

 10.68 (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)

 10.69 (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)

 10.70 (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)

 10.71 (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)

 10.72 (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)

 10.73 (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)

 10.74 (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)

 10.75 (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)

 10.76 (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)

 10.77 (15) # 2005 Stock Plan of Overhill Farms, Inc. (Exhibit 10.1)

 10.78 (15) # Form of Restricted Stock Purchase Agreement Under 2005 Stock Plan
              (Exhibit 10.3)

                                       37
<PAGE>

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

 10.79 (16)   Letter Agreement dated February 24, 2005 between Levine Leichtman
              Capital Partners II, L.P. and Overhill Farms, Inc. regarding the
              Overhill Farms, Inc. 2005 Stock Plan (Exhibit 10.1)

 10.80 (16) # Form of Stock Option Agreement Under 2005 Stock Plan
              (Exhibit 10.2)

 10.81 (17) # Summary of Director Compensation (Exhibit 10.1)

 10.82 (18) # Description of Bonus Programs for Named Executive Officers for
              Fiscal Year 2005 (Exhibit 10.6)

 10.83 #**    Amended Employment Agreement between Overhill Farms, Inc. and John
              L. Steinbrun dated May 18, 2005

 10.84 (19) # Form of Stock Option Agreement under 2002 Employee Stock
              (Exhibit 4.7)

 10.85 (20)   Amendment dated May 12, 2005 to Letter Agreement dated February
              24, 2005 between and Levine Leichtman Capital Partners II, L.P.
              and Overhill Farms, Inc. regarding 2005 Stock Plan

 10.86 (21)   Fifth Amendment to Second Amended and Restated Securities Purchase
              Agreement dated as of September 7, 2005, among Overhill Farms,
              Inc., the entities from time to time parties thereto as Guarantors
              and Levine Leichtman Capital Partners II, L.P. (Exhibit 99.41)

 10.87 (21)   Fifth Amendment to Second Amended and Restated Loan and Security
              Agreement dated as of September 7, 2005, among Overhill Farms,
              Inc. and Pleasant Street Investors, LLC. (Exhibit 99.42)

 23**         Consent of Independent Registered Public Accounting Firm

 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

                                       38
<PAGE>

_____________________________

(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

(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

(15)     Incorporated by reference to the exhibit shown in parentheses included
         in the Overhill Farms, Inc.'s Current Report on Form 8-K for February
         1, 2005

                                       39
<PAGE>

(16)     Incorporated by reference to the exhibit shown in parentheses included
         in the Overhill Farms, Inc.'s Current Report on Form 8-K for February
         24, 2005

(17)     Incorporated by reference to the exhibit shown in parentheses included
         in the Overhill Farms, Inc.'s Current Report on Form 8-K for May 3,
         2005

(18)     Incorporated by reference to the exhibit shown in parentheses included
         in the Overhill Farms, Inc.'s Current Report on Form 8-K for May 18,
         2005

(19)     Filed as an exhibit to Levine Leichtman Capital Partners II, L.P.
         Schedule 13D/A No. 9 and incorporated herein by reference.

(20)     Incorporated by reference to the exhibit shown in parentheses included
         in the Overhill Farms, Inc.'s Form S-8 filed July 29, 2005

(21)     Filed as an exhibit to Levine Leichtman Capital Partners II, L.P.
         Schedule 13D/A No. 10 and incorporated herein by reference.

**       Filed herewith

#        Management contract or compensatory plan or arrangement


(c)      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.

                                       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 6, 2005

     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 (principal executive   December 6, 2005
---------------                   officer) and Chairman of the Board of Directors
James Rudis

/s/ John L. Steinbrun             Senior Vice President, Chief Financial Officer            December 6, 2005
---------------------             (principal financial and accounting officer),
John L. Steinbrun                 Chief Operating Officer and Director

/s/ Alexander Auerbach            Director                                                  December 6, 2005
----------------------
Alexander Auerbach

/s/ Harold Estes                  Director                                                  December 6, 2005
----------------
Harold Estes

/s/ Geoffrey A. Gerard            Director                                                  December 6, 2005
----------------------
Geoffrey A. Gerard

/s/ John E. McConnaughy, Jr.      Director                                                  December 6, 2005
----------------------------
John E. McConnaughy, Jr.

/s/ Alexander Rodetis, Jr.        Director                                                  December 6, 2005
--------------------------
Alexander Rodetis, Jr.
</TABLE>



                                       41
<PAGE>

                              OVERHILL FARMS, INC.

                          INDEX TO FINANCIAL STATEMENTS



<TABLE>
Audited Financial Statements: ................................................................................ Page:
-----------------------------                                                                                  -----

     <S>                                                                                                        <C>
     Report of Independent Registered Public Accounting Firm....................................................F-2

     Balance Sheets as of October 2, 2005 and September 26, 2004................................................F-3

     Statements of Operations for the Years Ended October 2, 2005, September 26, 2004
         and September 28, 2003.................................................................................F-5

     Statements of Shareholders' Equity (Deficit) for the Years Ended October 2, 2005,
         September 26, 2004 and September 28, 2003..............................................................F-6

     Statements of Cash Flows for the Years Ended October 2, 2005, September 26, 2004
         and September 28, 2003.................................................................................F-7

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

     Schedule II - Valuation and Qualifying Accounts and Reserves..............................................F-26
</TABLE>


                                       F-1
<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 October 2, 2005 and September 26, 2004, and the related
statements of operations, shareholders' equity (deficit), and cash flows for
each of the three years in the period ended October 2, 2005. Our audit also
included the financial statement schedule 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. We were not engaged to perform an
audit of the Company's internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
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. at October
2, 2005 and September 26, 2004, and the results of its operations and its cash
flows for each of the three years in the period ended October 2, 2005 in
conformity with U.S. generally accepted accounting principles. Also, in our
opinion, the related financial statement schedule, 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
November 21, 2005



                                      F-2
<PAGE>

                                      OVERHILL FARMS, INC.

                                         BALANCE SHEETS

                                             ASSETS


<TABLE>
                                                                  October 2,     September 26,
                                                                     2005            2004
                                                                 ------------    ------------
<S>                                                              <C>             <C>
Current assets:
   Cash                                                          $  2,654,563    $  1,609,417
   Accounts receivable, net of allowance for doubtful accounts
     of $196,000 and $125,000 in 2005 and 2004, respectively       12,634,648      12,606,122
   Inventories                                                      9,433,578      11,228,548
   Prepaid expenses and other                                       1,681,632       1,641,333
   Deferred income taxes                                              995,659         690,380
                                                                 ------------    ------------
           Total current assets                                    27,400,080      27,775,800
                                                                 ------------    ------------

Property and equipment, at cost:
   Fixtures and equipment                                          12,625,530      13,096,349
   Leasehold improvements                                           9,652,741       9,066,829
   Automotive equipment                                                50,854          52,669
                                                                 ------------    ------------
                                                                   22,329,125      22,215,847
   Less accumulated depreciation and amortization                  (9,890,025)     (9,597,566)
                                                                 ------------    ------------
                                                                   12,439,100      12,618,281
                                                                 ------------    ------------
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 $421,000 and $199,000 in 2005 and 2004, respectively          492,219         710,297
   Deferred income taxes                                            1,954,117       3,935,242
   Other                                                            1,747,477       2,321,514
                                                                 ------------    ------------
                                                                   16,382,248      19,155,488
                                                                 ------------    ------------

Total assets                                                     $ 56,221,428    $ 59,549,569
                                                                 ============    ============


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


                                              F-3
<PAGE>

                              OVERHILL FARMS, INC.

                           BALANCE SHEETS (CONTINUED)


                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

                                                                October 2,     September 26,
                                                                  2005             2004
                                                               ------------    ------------

Current liabilities:
   Accounts payable                                            $  6,447,543    $  7,993,200
   Accrued liabilities                                            2,993,365       2,968,813
   Current maturities of long-term debt                             344,828       3,293,187
                                                               ------------    ------------
           Total current liabilities                              9,785,736      14,255,200

Long-term debt, less current maturities                          45,058,000      47,775,484
                                                               ------------    ------------
           Total liabilities                                     54,843,736      62,030,684
                                                               ------------    ------------



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 14,916,197 shares (2005)
     and 14,805,556 shares (2004)                                   149,162         148,056
   Additional paid-in capital                                     9,735,098       9,573,562
   Warrants to purchase common stock                                    400             400
   Accumulated deficit                                           (8,506,968)    (12,203,133)
                                                               ------------    ------------
           Total shareholders' equity (deficit)                   1,377,692      (2,481,115)
                                                               ------------    ------------

Total liabilities and shareholders' equity (deficit)           $ 56,221,428    $ 59,549,569
                                                               ============    ============


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


                                      F-4
<PAGE>

                                      OVERHILL FARMS, INC.

                                    STATEMENTS OF OPERATIONS

                                                              For the Years Ended
                                                -----------------------------------------------
                                                  October 2,     September 26,    September 28,
                                                     2005            2004             2003
                                                -------------    -------------    -------------

Net revenues                                    $ 162,565,512    $ 133,957,475    $ 136,950,410
Cost of sales                                     142,813,053      119,676,464      125,021,592
                                                -------------    -------------    -------------
Gross profit                                       19,752,459       14,281,011       11,928,818

Selling, general and administrative expenses        7,849,537        8,035,676       10,086,572
                                                -------------    -------------    -------------

Operating income                                   11,902,922        6,245,335        1,842,246

Other expense:
  Interest expense                                 (5,911,525)      (6,359,245)      (7,011,480)
  Amortization of deferred financing costs           (222,480)        (504,821)      (3,539,140)
  Debt extinguishment expenses                             --       (2,778,374)              --
  Other expense                                      (237,321)        (112,575)      (1,066,553)
                                                -------------    -------------    -------------

Total other expenses                               (6,371,326)      (9,755,015)     (11,617,173)
                                                -------------    -------------    -------------

Income (loss) before income taxes                   5,531,596       (3,509,680)      (9,774,927)

Income tax provision (benefit)                      1,835,431       (1,368,024)      (3,352,629)
                                                -------------    -------------    -------------

Net income (loss)                               $   3,696,165    $  (2,141,656)   $  (6,422,298)
                                                =============    =============    =============


Net income (loss) per share - basic             $        0.25    $       (0.14)   $       (0.53)
                                                =============    =============    =============

Net income (loss) per share - diluted           $        0.24    $       (0.14)   $       (0.53)
                                                =============    =============    =============

Weighted average shares outstanding - basic        14,863,716       14,805,556       12,032,331
                                                =============    =============    =============

Weighted average shares outstanding - diluted      15,575,459       14,805,556       12,032,331
                                                =============    =============    =============
</TABLE>


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


                                              F-5
<PAGE>
<TABLE>
                                                    OVERHILL FARMS, INC.

                                       STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)


                                                                                                             Retained
                                                                 Additional     Warrants     Receivable      Earnings
                            Preferred Stock    Common Stock       Paid-In     To Purchase      from        (Accumulated
                            Shares  Amount   Shares     Amount    Capital     Common Stock  Former Parent     Deficit)      Total
                            -----  ------- ----------- --------- ------------ ------------ -------------  ------------- ------------
<S>                           <C>           <C>        <C>       <C>          <C>          <C>            <C>           <C>
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)

  Issuance of dilution
    protection shares         --       --      83,641       836      122,116           --            --             --      122,952
  Exercise of stock options   --       --      27,000       270       39,420           --            --             --       39,690
  Net income (comprehensive
    income)                   --       --          --        --           --           --            --      3,696,165    3,696,165
                            -----  ------- ----------- --------- ------------ ------------ -------------  ------------- ------------
Balance, October 2, 2005      24       --  14,916,197  $149,162  $ 9,735,098  $       400  $         --  $  (8,506,968) $ 1,377,692
                            =====  ======= =========== ========= ============ ============ ============= ============== ============

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


                                                      F-6
<PAGE>

                                      OVERHILL FARMS, INC.

                                    STATEMENTS OF CASH FLOWS

                                                                      For the Years Ended
                                                          --------------------------------------------
                                                           October 2,     September 26,   September 28,
                                                              2005            2004            2003
                                                          ------------    ------------    ------------

Operating Activities:
  Net income (loss)                                       $  3,696,165    $ (2,141,656)   $ (6,422,298)
  Adjustments to reconcile net income (loss) to net
       cash provided by (used in) operating activities:
     Depreciation                                            1,585,649       1,592,405       1,146,405
     Amortization of debt discount and deferred
       financing costs                                         222,480         743,863       5,226,857
     Loss on asset disposals                                   272,213         135,969         569,759
     Provision for doubtful accounts                           (70,975)        108,694         475,446
     Noncash debt extinguishment expenses                           --       2,558,374              --
     Noncash interest expenses                                 122,952              --              --
     Deferred income taxes                                   1,675,846      (1,369,624)     (3,354,229)
     Changes in:
       Accounts receivable                                      42,449      (2,687,273)      2,947,114
       Inventories                                           1,794,970        (168,625)      7,429,607
       Prepaid expenses and other                              533,738        (584,599)       (786,848)
       Accounts payable                                     (1,545,657)        558,255      (6,333,946)
       Accrued liabilities                                     (10,220)       (383,995)      1,414,115
                                                          ------------    ------------    ------------
Net cash provided by (used in) operating activities          8,319,610      (1,638,212)      2,311,982
                                                          ------------    ------------    ------------

Investing Activities:
  Additions to property and equipment                       (1,643,909)     (1,065,070)     (5,871,978)
  Proceeds from sale of property and equipment                      --              --          75,000
                                                          ------------    ------------    ------------
Net cash used in investing activities                       (1,643,909)     (1,065,070)     (5,796,978)
                                                          ------------    ------------    ------------


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


                                              F-7
<PAGE>


                                      OVERHILL FARMS, INC.

                              STATEMENTS OF CASH FLOWS (CONTINUED)


                                                                      For the Years Ended
                                                          --------------------------------------------
                                                           October 2,     September 26,   September 28,
                                                              2005            2004            2003
                                                          ------------    ------------    ------------

Financing Activities
  Borrowings on line of credit arrangements               $         --    $         --    $  6,722,093
  Repayment of line of credit arrangements                          --              --     (18,679,386)
  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                      (5,665,843)       (744,094)     (2,037,124)
  Deferred financing costs                                      (4,402)       (456,829)     (3,093,580)
  Issuance of common stock                                      39,690              --          24,668
        Net advances to or on behalf of former parent               --              --        (946,168)
                                                          ------------    ------------    ------------
Net cash provided by financing activities                   (5,630,555)      3,799,077       3,990,503
                                                          ------------    ------------    ------------

Net increase in cash                                         1,045,146       1,095,795         505,507
Cash at beginning of year                                    1,609,417         513,622           8,115
                                                          ------------    ------------    ------------
Cash at end of year                                       $  2,654,563    $  1,609,417    $    513,622
                                                          ============    ============    ============

Supplemental Schedule of Cash Flow Information:
Cash paid during the year for:
  Interest                                                $  6,369,677    $  6,146,585    $  5,159,407
                                                          ============    ============    ============
  Income taxes                                            $         --    $         --    $         --
                                                          ============    ============    ============
</TABLE>



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

                                              F-8
<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 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.


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


                                      F-9
<PAGE>

                              OVERHILL FARMS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                 OCTOBER 2, 2005


1. COMPANY AND ORGANIZATIONAL MATTERS

   NATURE OF BUSINESS AND BASIS OF PRESENTATION

     Overhill Farms, Inc. (the Company or Overhill Farms) is a value-added
manufacturer of quality frozen food products including entrees, plated meals,
meal components, soups, sauces, 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

   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. The fiscal year
ended October 2, 2005 was a 53-week period and the fiscal years ended September
26, 2004 and September 28, 2003 were 52-week periods.

   DEFERRED FINANCING COSTS

     Debt financing costs are deferred and amortized as additional interest
expense over the term of the related debt. Amortization of these costs totaled
$222,000, $505,000 and $3,539,000 for the fiscal years ended October 2, 2005,
September 26, 2004 and September 28, 2003, 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.

     Panda Restaurant Group, Inc. and Jenny Craig, Inc. accounted for
approximately 39% and 25%, respectively, of the Company's total accounts
receivable balance at October 2, 2005 and approximately 18% and 24%,
respectively, of the Company's total accounts receivable balance at September
26, 2004.

                                      F-10
<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     For the fiscal years ended October 2, 2005, September 26, 2004 and
September 28, 2003, the Company's write-offs, net of recoveries, to the
allowance for doubtful accounts were approximately $99,000, $95,000 and
$466,000, respectively.

   SIGNIFICANT CUSTOMERS

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

                                   October 2,     September 26,    September 28,
                                      2005             2004             2003
                                   ---------------------------------------------

   Panda Restaurant Group, Inc.        31%             29%              24%
   Jenny Craig, Inc.                   19%             18%              18%
   American Airlines, Inc.              7%             10%               8%

     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 $204,000, $205,000, and $199,000
for the years ended October 2, 2005, September 26, 2004 and September 28, 2003,
respectively.

   CONCENTRATION OF SOURCES OF LABOR

     The Company's total hourly and salaried workforce consisted of
approximately 820 employees at October 2, 2005. Approximately 81% of the
Company's workforce is covered by a three-year collective bargaining agreement
renewed effective March 1, 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.

     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 property and equipment balances included
$1,083,600 and $637,100 of construction in process at October 2, 2005 and
September 26, 2004, 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).

                                      F-11
<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   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 October 2,
2005, 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:


<TABLE>
                                                    For the Fiscal Years Ended
                                          -----------------------------------------------
                                            October 2,     September 26,    September 28,
                                              2005             2004             2003
                                          -------------    -------------    -------------

<S>                                       <C>              <C>              <C>
Net income (loss):
     As reported                          $   3,696,165    $  (2,141,656)   $  (6,422,298)
     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               (279,657)              --         (452,580)
                                          -------------    -------------    -------------
     Pro forma                            $   3,416,508    $  (2,141,656)   $  (6,874,878)
                                          -------------    -------------    -------------

     Basic earnings (loss) per share:
          As reported                     $        0.25    $       (0.14)   $       (0.53)
          Pro forma                       $        0.23    $       (0.14)   $       (0.57)

     Diluted earnings (loss) per share:
          As reported                     $        0.24    $       (0.14)   $       (0.53)
          Pro forma                       $        0.22    $       (0.14)   $       (0.57)
</TABLE>


                                      F-12
<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   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
October 2, 2005, September 26, 2004 and September 28, 2003, 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.

   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 May 2005, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 154, "Accounting
Changes and Error Corrections," which, under most circumstances, requires
retrospective application of a change in accounting principle. SFAS No. 154 also
requires the restatement of previously issued financial statements when
reporting the correction of an error. SFAS No. 154 is effective for fiscal years
beginning after December 15, 2005. The Company does not believe the adoption
will have a material impact on its financial statements.

     In December 2004, the FASB issued Statement No. 123 (revised 2004) ("SFAS
No. 123R"), Share-Based Payment. SFAS No. 123R will require the Company to
measure the cost of all employee stock-based compensation awards based on the
grant date fair value of those awards and to record that cost as compensation
expense over the period during which the employee is required to perform service
in exchange for the award (generally over the vesting period of the award).
Accordingly, the adoption of SFAS No. 123R will have an impact on the Company's
results of operations, although it will have no impact on its overall financial
position. The Company expects to adopt SFAS No. 123R in the fiscal quarter
ending January 1, 2006. The Company cannot estimate what those amounts will be
in the future because they depend on, among other things, when employees
exercise stock options. There were no operating cash flows in prior periods from
share-based payments.

     In December 2004, the FASB issued FASB Staff Position No. 109-1,
"Application of FASB Statement No. 109 (SFAS 109), Accounting for Income Taxes,
to the Tax Deduction on Qualified Production Activities Provided by the American
Jobs Creation Act of 2004" ("FSP 109-1"). FSP 109-1 clarifies that the
manufacturer's deduction provided for under the American Jobs Creation Act of
2004 (the "Act") should be accounted for as a special deduction in accordance
with SFAS No. 109 and not as a tax rate reduction. The adoption of FSP 109-1 had
no impact on the Company's results of operations or financial position for
fiscal year 2005, as the manufacturer's deduction is not available to the
Company until fiscal year 2006. The Company is currently evaluating the effect
that the manufacturer's deduction will have in subsequent years.

                                      F-13
<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an
amendment of ARB No. 43, Chapter 4." SFAS No. 151 clarifies that abnormal
inventory costs such as costs of idle facilities, excess freight and handling
costs and wasted materials (spoilage) are required to be recognized as current
period charges. The provisions of SFAS No. 151 are effective for fiscal years
beginning after June 15, 2005. The Company is currently evaluating the impact
that this statement will have on its financial statements.

   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 and $5,137,000 in the fiscal years ended
September 26, 2004 and September 28, 2003, respectively. Reclassified delivery
and storage expenses were $946,000 and $2,161,000 in the fiscal years ended
September 26, 2004, September 28, 2003, respectively. Freight revenues
reclassified to net revenue was approximately $650,000 for the fiscal year ended
September 28, 2003.

   USE OF ESTIMATES

     The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

3. RELATED PARTY TRANSACTIONS

     In October 2002 in connection with the spin-off (see Note 12), 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
certain officers of both the former parent and the Company who, subsequent to
the spin-off, remained officers of the Company but who 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 October 2,
2005. 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 Steinbrun Hughes &
Associates ("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 $11,960 for
services rendered under this agreement through October 2, 2005. The fees did not
total more than 5% of SHA's gross revenues for its fiscal year ended December
31, 2004.

     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 $53,352 for services rendered under this engagement through
October 2, 2005. These fees totaled more than 5% of AAPR's gross revenues for
its fiscal year ended January 31, 2005.

                                      F-14
<PAGE>


4. INVENTORIES

     Inventories are summarized as follows:

                                                 October 2,        September 26,
                                                    2005               2004
                                                 -----------        -----------
     Raw ingredients                             $ 3,125,427        $ 3,815,724
     Finished product                              5,262,877          5,764,418
     Packaging                                     1,045,274          1,648,406
                                                 -----------        -----------
                                                 $ 9,433,578        $11,228,548
                                                 ===========        ===========

   During the year ended October 2, 2005, the Company revised its method to
   apply reserve estimation percentages to aging categories. The effect of this
   change in estimate resulted in lowered net income of approximately $370,000
   and $0.02 per diluted share for the year ended October 2, 2005.

5. LONG-TERM DEBT

     Long-term debt of the Company as of October 2, 2005 and September 26, 2004
is summarized as follows:

<TABLE>
                                                                  October 2,     September 26,
                                                                    2005             2004
                                                                 ------------    ------------
<S>                                                              <C>             <C>
 Senior Term A Note payable to Pleasant Street  Investors,
   LLC (PSI), bearing interest as  described below, subject
   to periodic adjustments,  collateralized by certain assets
   until maturity in October 2006                                $ 16,500,000    $ 17,800,000

Senior Term B Note payable to PSI, bearing interest as
    described below, subject to adjustment, collateralized
    by certain assets until maturity in January 2006. The
    note was repaid in June 2005                                           --       4,305,550

Secured senior subordinated note payable to Levine Leichtman
    Capital Partners II, L.P. (LLCP), 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      28,858,000

Other                                                                  44,828         105,121
                                                                 ------------    ------------
                                                                   45,402,828      51,068,671

Less current maturities                                              (344,828)     (3,293,187)
                                                                 ------------    ------------

                                                                 $ 45,058,000    $ 47,775,484
                                                                 ============    ============
</TABLE>

                                      F-15
<PAGE>

5. LONG-TERM DEBT (CONTINUED)

     As of October 2, 2005, the Company's indebtedness to significant lenders
consisted substantially of debt evidenced by a secured senior subordinated note
payable to LLCP with principal balance of $28.9 million and a senior Term A note
payable to PSI, with a principal balance of $16.5 million. Both notes have a
maturity date of October 31, 2006. The senior subordinated note has a base rate
of interest of 13.5%, subject to increase upon the occurrence of an interest
rate event, as defined, or event of default. The interest rate on the Term A
Loan, as amended, is 5.5% plus the prime rate in effect from time to time and is
subject to increase upon the occurrence of any interest rate event, as defined,
or event of default as provided in the note that evidences the loan. The Company
had a senior Term B Loan payable to PSI in the principal amount of $5.0 million
with an interest of LIBOR plus 7.5%, which was paid off as of June 30, 2005, in
advance of the January 31, 2006 maturity date.

     From time to time, the Company has obtained amendments to the agreements
that enabled it to remain in compliance with financial and/or non-financial
covenants. On September 7, 2005, the Company executed the fifth amendment to the
existing financing arrangements with PSI and LLCP to amend the financial
covenants and various other provisions. In the September 7, 2005 amendments, the
Company agreed to make five scheduled installment principal payments totaling
$1.6 million, of which $1.3 million had been paid as of October 2, 2005, on the
Term A Loan commencing on the effective date of the amendment through December
30, 2005. The amendments also amended certain definitions of the financial
covenants of the secured senior subordinated note.

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

     The Company believes that it is probable that it will be in compliance with
all of its revised financial and other covenant requirements for the foreseeable
future. Accordingly, based upon anticipated covenant compliance, 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 October 2, 2005. In the future, the Company's failure 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 interest rate increases and acceleration of maturity of the
loans, which could adversely affect its financial condition, results of
operations or cash flows.

     Scheduled maturities of long-term obligations outstanding at October 2,
2005, after giving effect to the debt refinancing described above, are
summarized as follows:

              2006                                               $      344,828
              2007                                                   45,058,000
                                                                 --------------
                                                                 $   45,402,828
                                                                 ==============

     The Company, James Rudis and LLCP are parties to an investor rights
agreement pursuant to which the Company granted to LLCP the right to designate
for nomination and election up to three members of its board of directors,
together with the right to fill the next vacancy that was created on the board
of directors after October 31, 2003. Mr. Rudis is obligated to vote his shares
of the Company's common stock in favor of LLCP's nominees. In addition, annual
consulting fees of $180,000 are payable to LLCP through January 2006. LLCP has
co-sale rights with respect to shares of the Company's common stock owned by Mr.
Rudis and has a right of first refusal to purchase its pro rata share of certain
issuances of the Company's capital stock. The investor rights agreement contains
certain restrictions regarding the Company's ability to grant options to its
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.

                                      F-16
<PAGE>

5. LONG-TERM DEBT (CONTINUED)

     LLCP and the Company are parties to an amended and restated registration
rights agreement whereby the Company agreed to register under the Securities Act
of 1933 shares of its common stock it holds or acquires, which includes shares
of the Company's common stock LLCP acquires upon exercise of its warrants to
purchase the Company's common stock, conversion of its shares of the Company's
Series A Convertible Preferred Stock and any other acquisition of the Company's
common stock. In addition, the Company agreed, under certain circumstances, upon
the request of the holder, to include its shares of the Company's common stock
in a securities registration that the Company undertakes on its behalf or on
behalf of others.

     On April 21, 2005, the Company engaged Piper Jaffray & Co. as its financial
advisor to assist it in identifying and exploring strategic financial
alternatives to optimize stockholder value. Piper Jaffray & Co. has agreed to
assist the Company in executing and closing a suitable transaction, if any, that
may be identified and then selected by the Company for execution. The Company
has requested that Piper Jaffray & Co., as part of this engagement, focus on
alternatives to refinance the debt held by LLCP and its affiliate, PSI, which
matures in October 2006. The Company has indicated that any potential
transaction that may be identified and selected for execution could involve the
disposition of both the debt and equity held by LLCP and its affiliate. During
fiscal year 2005, the Company incurred $152,000 of operating expenses in
connection with its strategic financial alternatives review.

6. SHAREHOLDERS' EQUITY

   WARRANTS TO PURCHASE COMMON STOCK

     In connection with the purchase of a $28.9 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%.

     Upon adoption of the Company's stock option plan in May 2005, as described
below, the Company reserved 550,000 shares of common stock for issuance under
the plan. The Company issued to LLCP 83,641 fully paid and non-assessable shares
of common stock to secure LLCP's consent to the adoption of the 2005 Stock Plan,
which consent was required pursuant to an investor rights agreement entered into

                                      F-17
<PAGE>


6. SHAREHOLDERS' EQUITY (CONTINUED)

with LLCP, and to compensate LLCP for the potential dilutive effect of options
and shares that may be or become issued or issuable under the 2005 Stock Plan.
The Company recorded an expense of $122,952 related to the fair value of the
shares on the date of issuance.

   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 expense.

   STOCK OPTIONS

     The Company adopted stock option plans in October 2002 and May 2005. The
Company reserved 800,000 and 550,000 shares of common stock under the plans
adopted in October 2002 and May 2005, respectively, for the issuance to eligible
directors and employees of, and consultants to, the Company under the plans. The
plans provide 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 and subject to the terms of a February 24, 2005 letter agreement with
LLCP). Such options may be exercisable as determined by such Committee. The
plans will expire in ten years following their 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 the options granted in fiscal year 2005 was
estimated at the date of grant using a Black-Scholes option pricing model with
the following assumptions: weighted average risk-free interest rate of 3.38%;
dividend yields of 0%; weighted average volatility factor of the expected market
price of the Company's common stock of 0.955; and a weighted average expected
life of the options of 3 years. The weighted average fair value of options
granted during fiscal year 2005 was $0.88. No options were granted during fiscal
year 2004. The fair value for the options granted in fiscal year 2003 was
estimated at the date of grant using a Black-Scholes option pricing model with
the following assumptions: 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.

                                      F-18
<PAGE>

6. SHAREHOLDERS' EQUITY (CONTINUED)

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

<TABLE>
                                                  For the Fiscal Years Ended
                             ------------------------------------------------------------------
                                   October 2,           September 26,        September 28,
                                     2005                   2004                  2003
                             ---------------------   -------------------   --------------------
                                          Weighted              Weighted                Weighted
                                           Average               Average                 Average
                                          Exercise              Exercise                Exercise
                              Options      Price     Options     Price      Options      Price
                             ----------   --------   --------   --------   ---------   --------
<S>                            <C>        <C>        <C>        <C>         <C>        <C>
Outstanding at beginning
 of year                       672,000    $   1.28   672,000    $   1.28         --    $     --
Granted                        539,000    $   1.61        --    $     --    672,000    $   1.28
Exercised                       27,000    $   1.47        --    $     --         --    $     --
Canceled                            --    $     --        --    $     --         --    $     --
Outstanding at end of year   1,184,000    $   1.43   672,000    $   1.28    672,000    $   1.28
Exercisable at end of year   1,184,000    $   1.43   672,000    $   1.28    672,000    $   1.28
</TABLE>

        Exercise prices for the 1,184,000 options outstanding as of October 2,
   2005 ranged from $0.48 to $2.50. The weighted average contractual life of
   those options is 7.3 years. The following table summarizes information about
   stock options outstanding as of October 2, 2005:

<TABLE>
                                                  Weighted
                                   Weighted        Average                     Weighted
                                    Average       Remaining                     Average
                      Number       Exercise      Contractual      Number       Exercise
                   Outstanding       Price          Life       Exercisable       Price
                   -----------       -----          ----       -----------       -----

<S>                   <C>           <C>               <C>         <C>           <C>
   $2.50              48,868        $ 2.50            9           48,868        $ 2.50

   $2.00              48,868        $ 2.00            9           48,868        $ 2.00

   $1.60             472,000        $ 1.60            7          472,000        $ 1.60

   $1.50              48,868        $ 1.50            9           48,868        $ 1.50

   $1.47             365,396        $ 1.47            9          365,396        $ 1.47

   $0.70              50,000        $ 0.70            2           50,000        $ 0.70

   $0.48             150,000        $ 0.48            3          150,000        $ 0.48
                  ---------------------------------------------------------------------
   $0.48 - $2.50   1,184,000        $ 1.43           7.3       1,184,000        $ 1.43
</TABLE>

                                      F-19
<PAGE>

7. NET INCOME (LOSS) PER SHARE

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

<TABLE>
                                                       For the Fiscal Years Ended
                                                -------------------------------------------
                                                 October 2,   September 26,    September 28,
                                                    2005           2004            2003
                                                ------------   ------------    ------------

<S>                                             <C>            <C>             <C>
Basic EPS Computation:
Numerator:
  Net income (loss)                             $  3,696,165   $ (2,141,656)   $ (6,422,298)
Denominator:
  Weighted average common shares outstanding      14,863,716     14,805,556      12,032,331
                                                ------------   ------------    ------------
       Total shares                               14,863,716     14,805,556      12,032,331
                                                ============   ============    ============
Basic EPS                                       $       0.25   $      (0.14)   $      (0.53)
                                                ============   ============    ============

Diluted EPS Computation:
Numerator:
  Net income (loss)                             $  3,696,165   $ (2,141,656)   $ (6,422,298)
Denominator:
  Weighted average common shares outstanding      14,863,716     14,805,556      12,032,331
  Incremental shares from assumed conversion
     of preferred stock and exercise of stock
     option and warrants                             711,743             --              --
                                                ------------   ------------    ------------
       Total shares                               15,575,459     14,805,556      12,032,331
                                                ============   ============    ============
Diluted EPS                                     $       0.24   $      (0.14)   $      (0.53)
                                                ============   ============    ============
</TABLE>


     At September 26, 2004 and September 28, 2003, 672,000 shares attributable
to outstanding stock options, warrants exercisable for 200 shares and 283,076
shares of convertible preferred stock were excluded from the computation of
diluted EPS because their inclusion would have been anti-dilutive.

8. ACCRUED LIABILITIES

     Accrued liabilities consist of the following:

                                                     October 2,    September 26,
                                                       2005            2004
                                                 -------------------------------

        Compensation                                $ 1,748,516    $ 1,341,512
        Taxes other than income taxes                    25,970         98,632
        Interest                                         29,627        487,779
        Other                                         1,189,252      1,040,890
                                                 -------------------------------
                                                    $ 2,993,365    $ 2,968,813
                                                 ===============================

                                      F-20
<PAGE>

9. INCOME TAXES

     Income tax provision consists of the following:

                                              For the Fiscal Years Ended
                                       ----------------------------------------
                                        October 2,  September 26,  September 28,
                                          2005         2004            2003
                                       -----------   -----------    -----------
   Current:
     Federal                           $   120,362   $        --    $        --
     State                                  39,223         1,600          1,600
                                       -----------   -----------    -----------
   Total current                           159,585         1,600          1,600

   Deferred:
     Federal                             1,384,900    (1,254,128)    (3,119,608)
     State                                 290,946      (115,496)      (234,621)
                                       -----------   -----------    -----------
   Total deferred                        1,675,846    (1,369,624)    (3,354,229)
                                       -----------   -----------    -----------

   Total income tax provision          $ 1,835,431   $(1,368,024)   $(3,352,629)
                                       ===========   ===========    ===========

     During fiscal year 2004, the Company recorded a $425,000 valuation
allowance against a portion of its deferred tax assets, since at that time it
was believed that such assets did not meet the more likely than not criteria to
be recoverable through projected future profitable operations in the foreseeable
future. However, in consideration of the Company's improved financial
performance in fiscal year 2005 and anticipated profitable operations, the
Company reversed $337,000 of the previously recorded valuation allowance. The
remaining $88,000 was utilized against deferred tax assets.

     Failure by the Company to successfully maintain improved margins, grow
revenues and/or maintain anticipated savings on future interest costs, and
maintain 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 33.2%, (38.9%) and (34.3%) of
pretax income (loss) for the fiscal years ended October 2, 2005, September 26,
2004 and September 28, 2003, respectively. A reconciliation of income taxes with
the amounts computed at the statutory federal rate follows:


<TABLE>
                                                       For the Fiscal Years Ended
                                                -----------------------------------------
                                                 October 2,   September 26,  September 28,
                                                   2005           2004           2003
                                                -----------    -----------    -----------

<S>                                             <C>            <C>            <C>
   Computed tax provision (benefit) at
      federal statutory rate (34%)              $ 1,880,743    $(1,193,817)   $(3,400,717)
   State income tax provision,
      net of federal benefit                        281,953       (105,337)      (281,211)
   Permanent items                                   28,257         35,049         40,461
   Tax (benefit) expense attributed to parent            --       (528,919)       331,975
   Valuation allowance                             (337,000)       425,000             --
   Other                                            (18,522)            --        (43,137)
                                                -----------    -----------    -----------
                                                $ 1,835,431    $(1,368,024)   $(3,352,629)
                                                ===========    ===========    ===========
</TABLE>

                                      F-21
<PAGE>

9.       INCOME TAXES (CONTINUED)

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

<TABLE>
                                      October 2, 2005             September 26, 2004
                                 --------------------------    --------------------------
                                  Deferred       Deferred       Deferred       Deferred
                                    Tax            Tax            Tax            Tax
                                   Assets       Liabilities      Assets       Liabilities
                                 -----------    -----------    -----------    -----------

<S>                              <C>            <C>            <C>            <C>
   Current:
      Inventory, accounts
        receivable               $   449,388    $        --    $   221,391    $        --
      Accrued liabilities            751,393             --        675,796             --
      Prepaid expenses                    --       (218,731)            --       (166,942)
      Other                           13,609             --         50,135             --
      Valuation allowance                 --             --             --        (90,000)
                                 -----------    -----------    -----------    -----------
                                   1,214,390       (218,731)       947,322       (256,942)

   Noncurrent:
      Net operating loss carry
        forwards                 $ 3,300,130    $        --    $ 5,129,699    $        --
      Deposits and deferrals         144,999             --        353,629             --
      Depreciation                        --       (238,552)            --       (297,156)
      Goodwill                            --     (1,252,460)            --       (915,930)
      Valuation Allowance                 --             --             --       (335,000)
                                 -----------    -----------    -----------    -----------
                                   3,445,129     (1,491,012)     5,483,328     (1,548,086)
                                 ===========    ===========    ===========    ===========
   Total deferred taxes net of
      valuation allowance        $ 4,659,519    $(1,709,743)   $ 6,430,650    $(1,805,028)
                                 ===========    ===========    ===========    ===========
</TABLE>

     As of October 2, 2005, the Company had net operating losses and alternative
minimum tax credits available for carryforward for federal tax purposes of
approximately $8.8 million and $120,000, respectively expiring beginning in
2023. 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.

10.  COMMITMENTS AND CONTINGENCIES

   COMMITMENTS

        Future minimum lease payments for all operating leases, including
facilities and equipment, at October 2, 2005 are as follows:

                2006                                                $ 1,969,287
                2007                                                  1,874,720
                2008                                                  1,654,140
                2009                                                  1,548,274
                2010 and thereafter                                   6,555,605
                                                                   -------------
                                                                   $ 13,602,026
                                                                   =============

     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.

                                      F-22
<PAGE>

10.  COMMITMENTS AND CONTINGENCIES (CONTINUED)

     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 $268,000 representing the
present value of the estimated restoration costs at October 2, 2005. 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 $2.5
million, $2.4 million and $3.2 million, for the fiscal years ended October 2,
2005, September 26, 2004 and September 28, 2003, respectively.

   CONTINGENCIES

     The Company maintains employment agreements with its Chief Executive
Officer, James Rudis, and its Chief Financial Officer and Chief Operating
Officer, John Steinbrun. Mr. Rudis' employment agreement expires on October 31,
2006 and Mr. Steinbrun's employment agreement expires on April 30, 2006. The
remaining obligations under Mr. Rudis' and Mr. Steinbrun's employment agreements
as of October 2, 2005 were $606,000 and $180,000, respectively.

     The Company's open purchase orders for raw materials and contractual
obligations to purchase raw protein within the next two years total $8,172,000.

     TreeCon Resources received an opinion with respect to the spin-off (see
Note 12) 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 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 is 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.

     Effective March 1, 2005, Overhill Farms executed a new three year contract
with the UFCW Union, Local 770, that eliminated the need for a previous
provision in its 401(k) plan established in January 2002 for its union employees
that required an annual contribution to be made by the Company in the event that
revenues exceeded specific revenue thresholds.

                                      F-23
<PAGE>


11.  EMPLOYEE BENEFIT PLANS (CONTINUED)

     Employees voluntarily make contributions under both plans. The Company does
not provide for a match to the employees' contributions, and its expenses
related to the plans have not been significant.

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-24
<PAGE>

<TABLE>
13.      QUARTERLY FINANCIAL DATA (UNAUDITED)


                                         For the Fiscal Year Ended October 2, 2005
                                 -----------------------------------------------------------
                                  January 2        April 3          July 3       October 2
                                 ------------    ------------    ------------   ------------
<S>                              <C>             <C>             <C>            <C>
Net revenues                     $ 40,218,835    $ 43,338,647    $ 42,280,698   $ 36,727,332

Gross profit                        4,414,408       5,596,002       5,338,306      4,403,743

Operating income                    2,630,346       3,581,654       3,213,494      2,477,428

Net income                            601,023       1,061,565       1,077,112        956,465

Net income per share - basic     $       0.04    $       0.07    $       0.07   $       0.06

Net income per share - diluted   $       0.04    $       0.07    $       0.07   $       0.06



                                        For the Fiscal Year Ended September 26, 2004
                                 -----------------------------------------------------------
                                 December 28       March 28        June 27      September 26
                                 ------------    ------------    ------------   ------------

Net revenues                     $ 30,393,606    $ 31,137,910    $ 35,235,832   $ 37,190,127

Gross profit                        3,699,070       3,452,594       3,676,457      3,452,890

Operating income                    1,510,202       1,238,362       1,759,304      1,737,467

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

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

Net (loss) per share - diluted   $      (0.14)   $      (0.01)   $       0.01   $      (0.01)
</TABLE>



                                      F-25
<PAGE>

                                                                     Schedule II

                              OVERHILL FARMS, INC.

                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES


<TABLE>
                                   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:
  2005                             $(125,000)   $(170,000)   $  99,000    $(196,000)
  2004                              (111,000)    (109,000)      95,000     (125,000)
  2003                              (102,000)    (475,000)     466,000     (111,000)

INVENTORY RESERVE

Excess and Obsolete Reserve
  2005                             $(216,000)   $(802,000)   $ 204,000    $(814,000)
  2004                              (270,000)    (151,000)     205,000     (216,000)
  2003                              (100,000)    (369,000)     199,000     (270,000)

INCOME TAX VALUATION ALLOWANCE

  2005                             $(425,000)   $      --    $ 425,000    $      --
  2004                                    --     (425,000)          --     (425,000)
  2003                             $      --    $      --    $      --    $      --

                                      F-26
</TABLE>
<PAGE>

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


10.83          Amended Employment Agreement between Overhill Farms and John L.
               Steinbrun dated May 18, 2005

23             Consent of Independent Registered Public Accounting Firm

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

                                      F-27