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                                                                    EXHIBIT 99.1

                         LUIGINO'S, INC. AND SUBSIDIARY
                               Report on Form 10-Q
                                  July 14, 2002

Cautionary Statements for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995

         The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information without fear of litigation so long as those statements
are identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those projected in the statement. Luigino's, Inc. and
Subsidiary (the "Company") desires to take advantage of these "safe harbor"
provisions and is filing this Exhibit 99.1 in order to do so. Accordingly, the
Company hereby identifies the following important factors which could cause the
Company's actual results to differ materially from any such results which may be
projected, forecast, estimated or budgeted by the Company in forward-looking
statements made by the Company from time to time in reports, registration
statements and other written communications, or in oral forward-looking
statements made from time to time by the Company's officers and agents.

The Company has substantial indebtedness other than its senior subordinated
notes, which may affect its ability to make scheduled payments on those notes,
to redeem them if the Company is required to do so, and to pay the principal
amounts of the notes when due.

         The Company is highly leveraged. After giving effect to the sale of the
senior subordinated notes sold in a private offering and subsequently registered
in an exchange offer under 144A of the Securities Act, the borrowings under its
new credit facility and the application of the proceeds from those transactions,
the Company had total indebtedness of approximately $161.4 million and a
shareholders' equity of $9.9 million as of July 14, 2002. Of the $161.4 million
of total indebtedness, $100.0 million consisted of the senior subordinated
notes. In addition, the Company may incur additional indebtedness in the future.
The degree to which the Company is leveraged could prevent it from repurchasing
all of the senior subordinated notes holders tender upon the occurrence of a
change of control of the Company.

         The Company's ability to make scheduled payments of principal of, or to
pay the interest and any other payments on, or to refinance, its indebtedness,
including the senior subordinated notes, or to fund its planned capital
expenditures will depend on its future performance, which, to some extent, is
subject to general economic, financial, competitive, legislative, regulatory and
other factors that are beyond its control. The Company may also need to
refinance all or a portion of the principal amount of the notes on or before
maturity. There is a risk that the Company's business will not generate
sufficient cash flow from operations, or that the Company will not have
sufficient credit available in the future, to enable it to service its
indebtedness, including the senior subordinated notes, or to fund its other
liquidity needs. In addition, there is a risk that the Company will not be able
to refinance its debt on commercially reasonable terms, or at all.

         The degree to which the Company will continue to be leveraged in the
future could have important consequences to the holders of the senior
subordinated notes. The following effects on the Company could affect the
holders:

         o        the Company may have more difficulty satisfying its
                  obligations on the notes;

         o        the Company will be increasingly vulnerable to general adverse
                  economic and industry conditions;

         o        the Company may have more difficulty obtaining additional
                  financing to fund future working capital, capital expenditures
                  and other general corporate requirements;

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         o        the Company may need to dedicate a substantial portion of its
                  cash flow from operations to the payment of principal of, and
                  interest on, its indebtedness, thereby reducing the
                  availability of such cash flow to fund working capital,
                  capital expenditures, research and development or other
                  general corporate purposes;

         o        the Company may have less flexibility in planning for, or
                  reacting to, changes in its business and the industry; and

         o        the Company may be at a competitive disadvantage vis-a-vis
                  less leveraged competitors.

         In addition, the indenture relating to the senior subordinated notes
and the new bank credit facility contain financial and other restrictive
covenants that limit the Company's ability to, among other things, borrow
additional funds. If the Company does not comply with these covenants, it would
be in default, and if the default is not cured or waived, the Company's business
could be adversely affected.

The senior subordinated notes are subordinated to other indebtedness, which also
may affect the Company's ability to make payments on the notes.

         The notes are and will be subordinated in right of payment to all of
the Company's current and future senior debt. However, the indenture prohibits
the Company from incurring or otherwise becoming liable for any indebtedness
that is subordinate or junior in right of payment to any senior debt and senior
in right of payment to the notes. Upon any distribution to the Company's
creditors in a liquidation or dissolution of the Company or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the
Company or its property, the holders of the Company's senior debt will be
entitled to be paid in full in cash before any payment may be made on the notes.
In addition, the subordination provisions of the indenture will provide that
payments with respect to the notes will be blocked in the event of a payment
default on the Company's senior debt and may be blocked for up to 179 days each
year in the event of nonpayment defaults on that debt. In the event of a
bankruptcy, liquidation or reorganization of the Company, holders of the notes
will participate ratably with all holders of the Company's subordinated
indebtedness that is deemed to be of the same class as the notes, and
potentially with all of the Company's other general creditors, based upon the
respective amounts owed to each holder or creditor, in the remaining assets of
the Company. In any of the foregoing events, there is a risk that there would
not be sufficient assets to pay amounts due on the notes. As a result, holders
of notes may receive less, ratably, than the holders of the Company's senior
debt.

Restrictions imposed under the Company's bank credit facility also may affect
the Company's ability to make payments on the senior subordinated notes.

         The Company's new bank credit facility contains, among other things,
financial and other covenants, including covenants requiring the Company to
maintain specified financial ratios, restricting its ability to incur
indebtedness or to create or suffer to exist liens, and restricting the amount
of capital expenditures which it may incur in any fiscal year. Compliance with
these provisions may limit the Company's ability to expand its business, and its
ability to comply with these provisions and to repay or refinance the bank
credit facility may be affected by events beyond the Company's control. If the
Company fails to make any required payment under the bank credit facility or
fails to comply with any of the financial and operating covenants included in
the bank credit facility, it would result in an event of default, permitting the
lender to elect to accelerate the maturity of that indebtedness. Any such
acceleration could also result in the acceleration of any of the Company's other
indebtedness. In addition, the Company may be unable to make scheduled interest
payments or principal payments, if then due, on the notes during the existence
of a default under the bank credit facility or its other indebtedness. If the
lender under the bank credit facility accelerates the maturity of that
indebtedness, there is a risk that the Company will not have sufficient
resources to satisfy its obligations under the bank credit facility and its
other indebtedness, including the notes.

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The Company's business is subject to the general risks of the food industry and
to significant competition from larger, well-established companies.

         The Company is subject to the general risks of the food industry,
including:

         o        the risk that a competitor gains a technological advantage;

         o        evolving consumer preferences;

         o        limited shelf life of food products;

         o        nutritional and health-related concerns;

         o        federal, state and local food processing controls;

         o        consumer product liability claims;

         o        the risk of product tampering;

         o        mislabeling; and

         o        the availability and expense of insurance.

         In addition, the food products business is highly competitive. Numerous
brands and products compete for shelf space and sales, with competition based
primarily on brand recognition and loyalty, price, quality and convenience. The
Company competes with a number of established brands and companies, including
larger and more diversified companies. A number of these competitors have
broader product lines, substantially greater financial and other resources
available to them, lower fixed costs and longer operating histories than the
Company. There is a risk that the Company will not be able to compete
successfully with these other companies. Competitive pressure or other factors
could cause the Company's products to lose market share or result in significant
price erosion, which could have a material adverse effect on its business.

Fluctuations in the cost of the Company's ingredients may adversely affect its
business.

         The Company uses large quantities of ingredients and packaging
materials in its frozen entrees. As a result, the Company is significantly
affected by increases in the costs of these ingredients and materials. Due to
extremely competitive conditions in the frozen food industry, following
increases in ingredient costs, the Company may not be in a position to raise the
prices of its frozen food entrees sufficiently to pass all such costs on to the
consumer. In some cases, the Company enters into long-term supply contracts that
fix the price for raw materials, but such contracts do not cover all of its
ingredients and the Company may be exposed to cost increases after a contract
expires. Any future material increase in the price of ingredients for the
Company's entrees could have a material adverse effect on the Company.

Claims made against the Company based on product liability could have a material
adverse effect on its business.

         As a producer and marketer of food products, the Company is subject to
the risk of claims for product liability. The Company maintains product
liability insurance, but there is a risk that its coverage will not be
sufficient to insure against all claims which may be brought against it, or that
it will not be able to maintain that coverage or obtain additional insurance
covering existing or new products. If someone successfully asserts a product
liability claim against the Company exceeding its insurance coverage, it could
have a material adverse effect on its business, and, even if a product liability
claim is not successful, the time, expense and negative publicity associated
with defending against such a claim could also have a similar effect.

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The Company makes its sales through independent food brokers, and its ability to
maintain these relationships is important to the Company's business.

         The Company relies on non-affiliated food brokers to sell its products.
The success of the Company's business depends, in large part, upon the
maintenance of a strong distribution network. The Company grants food brokers
revocable rights to sell the Company's products in exclusive territories and
they receive as compensation a dollar amount per case sold. If the Company were
required to obtain additional or alternative distribution and food brokerage
agreements or arrangements in the future, there can be no assurance it will be
able to do so on satisfactory terms or in a timely manner. Inability to enter
into satisfactory brokerage agreements may inhibit the Company's ability to
implement its business plan or to establish markets necessary to develop its
products successfully.

The Company is effectively controlled by one shareholder, who can make
substantially all decisions concerning the Company's business.

         Jeno F. Paulucci, one of his children and trusts for the benefit of his
wife, all three of his children and their children own all of the outstanding
shares of the Company's common stock. Of such outstanding shares, Mr. Paulucci
owns the only shares of common stock entitled to vote. Accordingly, Mr. Paulucci
elects the entire board of directors and otherwise controls the management of
the Company. In addition, the Company's shareholders are parties to a
shareholder control agreement that permits Mr. Paulucci to make decisions with
respect to the management and affairs of the Company that would normally be made
by the board of directors, such as to amend the Company's articles of
incorporation or bylaws, make capital expenditures over a specified dollar
amount, or incur indebtedness. There is a risk that Mr. Paulucci could make a
decision regarding the Company's affairs which is different than a decision made
after full board deliberation, and that his decision could have an adverse
effect on investors.

Loss of the Company's status as an S corporation for federal income tax purposes
could materially affect the Company's income.

         The Company has elected to be an S corporation under the IRS code.
Accordingly, the Company's shareholders are directly subject to tax on their
respective proportionate shares of the Company's taxable income for federal and
some state income tax purposes. If someone successfully challenges the Company's
status as an S corporation, the Company could be required to pay federal and
state income taxes, plus interest and possibly penalties, on its past and future
taxable income. There is a risk that the payment of any such taxes, interest and
penalties will have a material adverse effect on the Company.

The loss of the Company's founder or other key personnel could adversely affect
the Company's business.

         The Company's success depends largely upon the continued services of
its executive officers and key management and other personnel. If the Company
loses the services of one or more of its current executive officers or other key
employees, it could have a material adverse effect on the Company's business,
results of operations and financial condition. In particular, the Company relies
on its founder, Jeno Paulucci, and its President and Chief Executive Officer,
Ronald Bubar. Mr. Paulucci and Mr. Bubar, and other executive officers, have
extensive experience in the food industry. Mr. Paulucci has over 50 years of
experience. He founded several successful food companies, including Chun King
Corporation, which he sold in 1967 to R.J. Reynolds Food Company, and Jeno's
Inc., which he sold in 1985 to The Pillsbury Co. Mr. Paulucci was the first
Chairman of the Board of R.J. Reynolds Food Company, now RJR Nabisco, Inc. Mr.
Bubar has more than 30 years of experience in the food industry, and has held
senior management positions at The Pillsbury Co. and Jeno's, Inc. Mr. Paulucci
does not have an employment agreement with the Company but provides services to
the Company under a consulting agreement. Mr. Bubar has entered into an
employment agreement with the Company in effect until December 2003, subject to
earlier termination or future extensions.