<PAGE>

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 10-Q

[x]  Quarterly report pursuant to Section 13 or 15 (d) of the Securities
     Exchange Act of 1934

                 For the quarterly period ended October 5, 2003
                                       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: 333-76569

                                   ----------

                                 Luigino's, Inc.
             (Exact name of registrant as specified in its charter)

           Minnesota                       2038                 59-3015985
(State of other jurisdiction of      (Primary Standard      (I.R.S. Employer
 incorporation or organization)  Industrial Classification  Identification No.)
                                       Code)

                              525 Lake Avenue South
                                Duluth, MN 55802
                                 (218) 723-5555
          (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices.)

                                   ----------

Check whether the registrant: (1) 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 whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act).

Yes  [_]   No [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

           Common                                         1,000
--------------------------------          --------------------------------------
           (Class)                          (Outstanding at November 17, 2003)
================================================================================

<PAGE>

                          LUIGINO'S, INC AND SUBSIDIARY
                                      INDEX

PART I - FINANCIAL INFORMATION                                          PAGE NO.
                                                                        --------

Item 1.   Consolidated Financial Statements (Unaudited)

          Consolidated Balance Sheets as of October 5, 2003
          (Unaudited) and December 29, 2002 ............................       3

          Consolidated Statements of Operations for the 12
          and 40 weeks ended October 5, 2003 (Unaudited)
          and October 6, 2002 (Unaudited)...............................       4

          Consolidated Statements of Cash Flows for
          40 weeks ended October 5, 2003 (Unaudited)
          and October 6, 2002 (Unaudited)...............................       5

          Notes to Consolidated Financial Statements (Unaudited)........       6

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations...........................       9

Item 3.   Quantitative and Qualitative Disclosures About
          Market Risk...................................................      14

Item 4.   Controls and Procedures.......................................      15

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.............................................      15

Item 5.   Other Information.............................................      16

Item 6.   Exhibits and Reports on Form 8-K..............................      16

Signatures..............................................................      17

Exhibit Index...........................................................      18

                                       2

<PAGE>

                         LUIGINO'S, INC. AND SUBSIDIARY
                           Consolidated Balance Sheets
                 (In Thousands, Except Share and Per Share Data)

                                                     (Unaudited)
                                                      October 5,   December 29,
                                                         2003         2002
                                                     ------------  ------------
ASSETS
Current Assets:
   Cash and cash equivalents.......................  $      2,556  $      2,870
   Receivables, net of allowance for doubtful
    accounts of $150 and $146......................        27,824        28,955
   Inventories.....................................        22,594        22,469
   Prepaid expenses and other......................         3,362         2,946
                                                     ------------  ------------
      Total current assets.........................        56,336        57,240
                                                     ------------  ------------
Property, Plant and Equipment:
   Land............................................            22            22
   Buildings and improvements......................        21,802        20,866
   Machinery and equipment.........................       130,131       123,671
   Office equipment and leasehold improvements.....         6,924         6,727
   Construction in progress........................        10,032         8,956
   Less - - Accumulated depreciation...............       (81,107)      (69,543)
                                                     ------------  ------------
      Net property, plant and equipment............        87,804        90,699
                                                     ------------  ------------
Other Assets:
   Receivables from stockholder....................         4,222         4,472
   Deferred costs, principally debt issuance and
   package design, net.............................         3,627         3,946
   Restricted cash.................................            51            48
   Goodwill........................................        39,648        39,648
   Other intangibles, net of amort of $11,269 and
   $10,884.........................................        23,382        23,766
                                                     ------------  ------------
      Total other assets...........................        70,930        71,880
                                                     ------------  ------------
Total Assets.......................................  $    215,070  $    219,819
                                                     ============  ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Current maturities of long-term debt............  $     13,554  $     10,723
   Accounts payable................................        25,821        19,885
   Accrued expenses:
      Accrued payroll and benefits.................         5,561         6,671
      Accrued interest.............................         1,984         4,333
      Accrued promotions and other.................         4,350         4,457
      Declared shareholder tax distributions.......            --         4,647
                                                     ------------  ------------
      Total current liabilities....................        51,270        50,716
Long-Term Debt, less current maturities............       136,466       145,298
Deferred Taxes.....................................         9,066         9,066
                                                     ------------  ------------
      Total liabilities............................       196,802       205,080
                                                     ------------  ------------
Commitments and Contingencies
Stockholders' Equity:
   Common stocks:
      Voting, $1 stated par value, 600 shares
       authorized; 100 shares issued and
       outstanding.................................            --            --
      Nonvoting, $1 stated par value, 900 shares
       authorized; 900 shares issued and
       outstanding.................................             1             1
   Additional paid-in capital......................           655           655
   Declared stockholder tax distributions..........            --        (4,647)
   Accumulated other comprehensive loss ...........          (344)         (548)
   Retained earnings...............................        17,956        19,278
                                                     ------------  ------------
      Total stockholders' equity...................        18,268        14,739
                                                     ------------  ------------
Total Liabilities and Stockholders' Equity.........  $    215,070  $    219,819
                                                     ============  ============

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

                                        3

<PAGE>

                         LUIGINO'S, INC. AND SUBSIDIARY
                      Consolidated Statements of Operations
                                 (In Thousands)
                                   (Unaudited)

                                  Third Fiscal Quarter
                                         Ended               40 Weeks Ended
                                 ----------------------  ----------------------
                                 October 5,  October 6,  October 5,  October 6,
                                    2003        2002        2003        2002
                                 ----------  ----------  ----------  ----------
Net Sales .....................  $   70,551  $   70,980  $  224,711  $  220,688
Cost of Goods Sold ............      48,506      47,284     157,759     153,318
                                 ----------  ----------  ----------  ----------
   Gross profit ...............      22,045      23,696      66,952      67,370
                                 ----------  ----------  ----------  ----------
Operating Expenses:
   Selling and marketing
    expenses ..................       5,204       6,563      22,585      20,757
   General and administrative
    expenses ..................       6,370       7,522      24,861      25,250
                                 ----------  ----------  ----------  ----------
   Total operating expenses ...      11,574      14,085      47,446      46,007
                                 ----------  ----------  ----------  ----------
   Operating income ...........      10,471       9,611      19,506      21,363
Other Income (Expense):
   Interest expense ...........      (3,090)     (3,422)    (10,475)    (12,221)
   Extinguishment of Debt .....          --      (1,160)         --      (1,160)
   Interest income ............          49          54         176         183
   Other, net .................         (26)        (94)       (164)          3
                                 ----------  ----------  ----------  ----------
   Total other expense ........      (3,067)     (4,622)    (10,463)    (13,195)
                                 ----------  ----------  ----------  ----------
Net Income ....................  $    7,404  $    4,989  $    9,043  $    8,168
                                 ==========  ==========  ==========  ==========

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

                                       4

<PAGE>

                         LUIGINO'S, INC. AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                 (In Thousands)
                                   (Unaudited)

                                                        40 Weeks Ended
                                               --------------------------------
                                               October 5, 2003  October 6, 2002
                                               ---------------  ---------------
Operating Activities:
   Net Income ...............................  $         9,043  $         8,168
   Adjustments to net income provided by
    (used in) Operating Activities -
      Depreciation and amortization .........           13,274           16,223
      Changes in operating assets and
      liabilities:
      Receivables ...........................              403            5,861
      Inventories ...........................             (125)          (1,672)
      Prepaid expenses and other ............             (416)             240
      Accounts payable and accrued
       expenses .............................            2,574           (6,740)
                                               ---------------  ---------------
         Net cash provided by operating
          activities ........................           24,753           22,080
                                               ---------------  ---------------
Investing Activities:
   Purchases of property, plant and
    equipment ...............................           (8,669)         (10,967)
   Purchases of other assets ................           (1,008)            (310)
                                               ---------------  ---------------
         Net cash used in investing
          activities ........................           (9,677)         (11,277)
                                               ---------------  ---------------
Financing Activities:
   Borrowings on revolving credit
    agreement ...............................           93,400           77,700
   Payments on revolving credit agreement ...          (91,300)         (63,966)
   Proceeds from debt .......................              729           56,234
   Repayments of debt .......................           (8,101)         (71,611)
   Increase in deferred financing costs .....               --             (584)
   Increase in restricted cash ..............               (3)              (3)
   Decrease in notes receivable .............              250              250
   Distributions to stockholders ............          (10,365)         (10,329)
                                               ---------------  ---------------
         Net cash used in financing
          activities ........................          (15,390)         (12,309)
                                               ---------------  ---------------
Decrease in cash and cash equivalents .......             (314)          (1,506)
Cash and cash equivalents, beginning of
 period .....................................            2,870            3,440
                                               ---------------  ---------------
Cash and cash equivalents, end of period ....  $         2,556  $         1,934
                                               ===============  ===============
Supplemental Information:
      Interest paid .........................  $        12,207  $        13,303
                                               ===============  ===============

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

                                       5

<PAGE>

                         LUIGINO'S, INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements
                             (Dollars in Thousands)
                                   (Unaudited)

1.   Operations:

Luigino's, Inc. and Subsidiary (the "Company"), a Minnesota corporation, markets
food products primarily under the Michelina's and Budget Gourmet name brands.
The Michelina's label is manufactured at production facilities located in
Minnesota and Ohio. The Budget Gourmet label was sourced through a co-pack
agreement with Heinz Frozen Food Company (HFF) until February 2003 and
subsequent to this date is produced internally in our Minnesota and Ohio
facilities. The Company's products, distributed predominately in the North
American market, are sold through independent and chain store retail grocery
outlets.

2.   Basis of Presentation:

The accompanying unaudited Consolidated Financial Statements have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. In the opinion of
management, all adjustments consisting solely of normal recurring items
considered necessary for a fair presentation have been included.

Operating results for the 40 weeks ended October 5, 2003 are not necessarily
indicative of the results that may be expected for the fiscal year ending
January 4, 2004.

For further information, refer to the audited Consolidated Financial Statements
and footnotes thereto included in the Company's Form 10-K for the fiscal year
ended December 29, 2002, filed on March 25, 2003 with the Securities and
Exchange Commission.

3.   Recent Accounting Pronouncements:

In June 2001, FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 requires the Company to record the fair value of an
asset retirement obligation as a liability in the period in which the Company
incurs a legal obligation associated with the retirement of tangible long-lived
assets that result from the acquisition, construction, development, and/or
normal use of the assets. The Company also records a corresponding asset that is
depreciated over the life of the asset. Subsequent to the initial measurement of
the asset retirement obligation, the obligation will be adjusted at the end of
each period to reflect the passage of time and changes in the estimated future
cash flows underlying the obligation. The Company adopted SFAS No. 143 effective
first quarter 2003. The adoption of SFAS No. 143 did not have an impact on the
Company's financial condition or results of operations.

In July 2002, FASB issued SFAS 146, "Accounting for Costs Associated with Exit
or Disposal Activities." The statement addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring)." SFAS 146 requires that a liability for costs associated
with an exit or disposal activity be recognized when a liability is incurred.
Under Issue 94-3, a liability for an exit cost as generally defined in Issue
94-3 was recognized at the date of an entity's commitment to an exit plan. The
provisions of this Statement are effective for exit or disposal activities that
are initiated after December 31, 2002. The adoption of SFAS 146 did not have an
impact on the Company's Consolidated Financial Statements.

In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." This Statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). Many of those instruments
were previously classified as equity. The Company does not have any financial
instruments outstanding to which the provision of SFAS No. 150 apply, therefore
SFAS No. 150 did not have an impact on the Company's Consolidated Financial
Statements.

                                       6

<PAGE>

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness to Others, and interpretation of FASB Statements No. 5, 57 and 107
and a rescission of FASB Interpretation No. 34." This Interpretation elaborates
on the disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under guarantees issued. The Interpretation
also clarifies that a guarantor is required to recognize, at inception of a
guarantee, a liability for the fair value of the obligation undertaken. The
initial recognition and measurement provisions of the Interpretation are
applicable to guarantees issued or modified after December 31, 2002 and did not
have an impact on the Company's Consolidated Financial Statements.

In January 2003, the FASB issued Interpretation (FIN) No. 46, "Consolidation of
Variable Interest Entities." FIN No. 46 states that companies that have exposure
to economic risks and potential rewards from another entity's assets and
activities have a controlling financial interest in a variable interest entity
and should consolidate the entity, despite the absence of clear control through
a voting equity interest. The consolidation requirements apply to all variable
interest entities created after January 31, 2003. For variable interest entities
that existed prior to February 1, 2003, FASB Staff Position No. 46-6 delayed the
consolidation requirements until annual or interim periods ending after December
15, 2003. Disclosure of significant variable interest entities is required in
all financial statements issued after January 31, 2003, regardless of when the
variable interest was created. FIN No. 46 did not have an impact on the
company's Consolidated Financial Statements.

In December 2002, the EITF reached a consensus on EITF No. 00-21, "Revenue
Arrangements with Multiple Deliveries" ("EITF 00-21"). EITF 00-21 addresses
certain aspects of the accounting by a vendor for arrangements under which it
will perform multiple revenue-generating activities. It also establishes three
principles: revenue arrangements with multiple deliverables should be divided
into separate units of accounting, arrangement consideration should be allocated
among the separate units of accounting based on their relative fair values, and
revenue recognition criteria should be considered separately for separate units
of accounting. The provisions of EITF 00-21 apply to revenue arrangements
entered into in fiscal periods beginning after June 15, 2003. The Company
believes that its current accounting is consistent with the provisions of EITF
00-21 and therefore the application of the provisions of EITF did not have an
impact on the Company's Consolidated Financial Statements.

In November 2002, the EITF reached a consensus on EITF No. 02-16, "Accounting by
a Customer (Including a Reseller) for Certain Consideration Received from a
Vendor" ("EITF 02-16"). EITF 02-16 addresses how a reseller of a vendor's
products should account for cash consideration received from a vendor and how to
measure that consideration in its income statement. EITF 02-16 presumes that
cash received from a vendor represents a reduction of the prices of the vendor's
products or services, unless the cash received represents a payment for assets
or services provided to the vendor or a reimbursement of costs incurred by the
customer to sell the vendor's products. Certain provisions of EITF 02-16 were
effective November 22, 2002 and other provisions were effective after December
31, 2002. The provisions of EITF 02-16 did not have an impact on the Company's
Consolidated Financial Statements.

4.   Goodwill and Intangible Assets

The carrying amount for goodwill, as of October 5, 2003 and December 29, 2002
was $39,648.

Intangible assets as of October 5, 2003 consisted of the following:

                                              Gross
                                             Carrying     Accumulated
 (In thousands)                               Amount      Amortization
----------------------------------------------------------------------
Amortized intangible assets:
  Restricted Convenant                       $     10,000   $     10,000
  Transitional Agreement                              150            150
                                           ---------------------------
                                                   10,150         10,150
                                           ===========================
Unamortized intangible assets:
  Trademarks                                       22,893
  Patent Sublicense                                   489
                                             ------------
                                                   23,382
                                             ============
Amortization of intangibles for the 40
weeks ended October 5, 2003                  $        385
                                             ============

                                       7

<PAGE>

Those intangible assets that were being amortized are fully amortized as of
October 5, 2003 and therefore future amortization expense will be $0.

5.   Fiscal Year:

The Company has elected a 52/53 week fiscal year which ends on the Sunday
closest to December 31. The Company's fiscal year includes a 16-week first
fiscal quarter, 12-week second and third fiscal quarters and a 12- or 13-week
fourth fiscal quarter.

6.   Inventories:

Inventories are stated at the lower of first-in, first-out cost or market and
consisted of the following:

                                           October 5, 2003   December 29, 2002
                                           ---------------   -----------------
Raw materials ..........................   $         9,399   $           7,509
Finished goods .........................            10,161              12,348
Packaging supplies .....................             3,034               2,612
                                           ---------------   -----------------
                                           $        22,594   $          22,469
                                           ===============   =================

7.   Debt:

On September 27, 2002, the Company entered into a new $75,000 credit facility to
replace the $100,000 credit facility used to fund the Company's acquisition of
The All American Gourmet Company (AAG) from Heinz Frozen Foods Company and to
fund the Company's revolving credit. The new credit facility includes (a) a
$42,500 term loan with maturities for each of the five years subsequent to
December 31, 2001 of $5,000, $10,000, $12,500, $11,250, and $3,750, and (b) a
$32,500 revolving credit facility maturing on January 4, 2006, subject to
certain borrowing base limitations. At October 5, 2003, and at December 29,
2002, the Company had outstanding balances of $12,000 and $9,900, respectively,
on the revolving line of credit.

On February 4, 1999, the Company issued $100,000 of 10% Senior Subordinated
Notes due February 1, 2006, pursuant to an Indenture between the Company and
U.S. Bank Trust National Association as Trustee. The Senior Subordinated Notes
may be redeemed by the Company for a premium after March 1, 2003.

The Company entered into two fixed interest rate swaps in February 2002 totaling
$30,000. One is a $20,000 swap at an interest rate of 3.49%, plus the current
margin spread of 2.00% maturing on December 31, 2003 and the other is a $10,000
swap at an interest rate of 3.07%, plus the current margin spread of 2.00% of
which $2,500 matured on December 31, 2002, March 31, 2003, June 30, 2003 and
September 30, 2003, respectively.

The swap agreements were entered into to fix the rate of interest on the
floating rate senior credit facility. The swaps are accounted for as cash flow
hedges and their total fair market value as of October 5, 2003 is a liability of
$162 which is reflected on the Company's Consolidated Balance Sheets as
accumulated other comprehensive loss.

Based on a total leverage ratio calculated on a quarterly basis, borrowings
under the term loan and revolving credit facility bear interest either at 1.75%
to 2.25% over the rate offered to major banks in the London Interbank Eurodollar
market ("Eurodollar Rate"), or at 0% to 0.5% over Alternative Base Rate, which
is the larger of the Prime Rate or the Federal Funds Rate plus 0.5%. Advances
through October 5, 2003 bore interest at the Eurodollar Rate plus 2.00% and
Prime Rate plus 0.25% with a weighted-average interest rate of 3.12% at October
5, 2003. The Company also pays a fee of 0.25% to 0.50% on the unused daily
balance of the revolver based on a leverage ratio calculated on a quarterly
basis.

The credit facility and Indenture contain various restrictive covenants. The
Credit Agreement among other matters, requires the Company to maintain a minimum
debt service coverage ratio, a maximum total leverage ratio, a maximum senior
leverage ratio and a minimum tangible net worth, all as defined in the credit
agreement. The credit agreement also limits additional indebtedness, capital
expenditures and cash dividends. At October 5, 2003, the Company was in
compliance with all covenants of its senior credit agreement with LaSalle Bank,
except for the Total Leverage Ratio. Subsequent to October 5, 2003, the Company
received an amendment to the senior credit agreement related to the covenant and
is currently in compliance.

                                       8

<PAGE>

8.   Foreign Currency Risks

While transactions with international customers are entered into in U.S.
dollars, distributions received from our foreign distributors are paid in local
currency. In July 2003, the Company entered into a cash flow hedge on $10,100
Canadian dollars relating to future anticipated distributions to be received
from our Canadian distributor between August 6, 2003 and June 11, 2004 of which
$2,700 was received on August 15, 2003. The average rate for the remaining cash
flow hedge is $1.4011 Canadian dollars for each U.S. dollar. At October 5, 2003,
the fair market value of the hedge was a liability of $182 which is reflected on
the Company's Consolidated Balance Sheets as accumulated other comprehensive
loss.

9.   Comprehensive Income
<TABLE>
<CAPTION>

                                   Third Fiscal Quarter Ended                40 Weeks Ended
                                ---------------------------------   ---------------------------------
                                October 5, 2003   October 6, 2002   October 5, 2003   October 6, 2002
                                ---------------   ---------------   ---------------   ---------------
<S>                             <C>               <C>               <C>               <C>
Net Income                      $         7,404   $         4,989   $         9,043   $         8,168
Net unrealized (loss) gain on
 foreigen exchange hedge                   (182)               --              (182)               --
Net unrealized (loss) gain on
 interest rate swap                         130              (538)              376              (538)
                                ---------------   ---------------   ---------------   ---------------
Comprehensive Income            $         7,352   $         4,451   $         9,237   $         7,630
                                ===============   ===============   ===============   ===============
</TABLE>

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

The following discussion of the financial condition and results of operations of
Luigino's, Inc. and Subsidiary (the "Company" or "Luigino's") should be read in
conjunction with the Company's Consolidated Financial Statements and Notes
thereto.

Results of Operations

The following table sets forth, for the periods indicated, the major components
of Luigino's statements of operations expressed as a percentage of net sales:
<TABLE>
<CAPTION>

                                             Third Fiscal Quarter Ended                40 Weeks Ended
                                          ---------------------------------   ---------------------------------
                                          October 5, 2003   October 6, 2002   October 5, 2003   October 6, 2002
                                          ---------------   ---------------   ---------------   ---------------
<S>                                       <C>               <C>               <C>               <C>
Net Sales..............................             100.0%            100.0%            100.0%            100.0%
Cost of Goods Sold.....................              68.8              66.6              70.2              69.5
                                          ---------------   ---------------   ---------------   ---------------
   Gross profit........................              31.2              33.4              29.8              30.5
Operating Expenses:
   Selling and marketing...............               7.4               9.3              10.0               9.4
   General and administrative..........               9.0              10.6              11.1              11.4
                                          ---------------   ---------------   ---------------   ---------------
   Total operating expenses............              16.4              19.9              21.1              20.8
   Operating income....................              14.8              13.5               8.7               9.7
Other Income (Expense):
   Interest expense....................              (4.4)             (6.5)             (4.7)             (6.1)
   Interest income.....................               0.1               0.1               0.1               0.1
   Other, net..........................               0.0              (0.1)             (0.1)              0.0
                                          ---------------   ---------------   ---------------   ---------------
      Total other expense..............              (4.3)             (6.5)             (4.7)             (6.0)
                                          ---------------   ---------------   ---------------   ---------------
Net Income.............................              10.5%              7.0%              4.0%              3.7%
                                          ===============   ===============   ===============   ===============
</TABLE>

                                       9

<PAGE>

Third Fiscal Quarter 2003 compared to Third Fiscal Quarter 2002

Net Sales. The following table sets forth the Company's net sales by product
line and the percentage change from the prior period:

                               Third Fiscal Quarter Ended
                            ---------------------------------    Percentage
                            October 5, 2003   October 6, 2002      Change
                            ---------------   ---------------   ------------
                                 (Dollars in thousands)
Popular .................   $        39,499   $        38,652            2.2%
Economy .................            16,536            18,743          (11.8)
Signature ...............             3,065             3,646          (15.9)
Snacks ..................             4,479             2,433           84.1
Bowls ...................             4,976             7,506          (33.7)
Co-Pack .................             1,996                --             --
                            ---------------   ---------------   ------------
                            $        70,551   $        70,980           (0.6)%
                            ===============   ===============   ============

Total Company net sales for the third fiscal quarter ended October 5, 2003
decreased $0.4 million or 0.6% to $70.6 million from $71.0 million for the
comparable quarter in 2002. Unit volume increased 1.4%, while trade promotion
spending increased $4.4 million over the comparable period last year due
primarily to the new lower every day pricing strategy and increased slotting
expense associated with the launching of Lean Gourmet, a healthy product in the
value segment. According to AC Nielsen the single serve frozen entree category
in the U.S. declined 7.7% during the 12 week period ended October 5, 2003 from
the comparable period in 2002.

Net sales in the Popular product line increased $0.8 million or 2.2% due
primarily to the introduction of Lean Gourmet. The Economy product line net
sales were down $2.2 million or 11.8% which is slightly greater than the
category decrease as reported AC Nielsen. Signature net sales decreased $0.6
million due to declining distribution. Snacks net sales increased by $2.1
million due to distribution gains and the introduction of the 12" oven bake
pizza. Bowls net sales declined by $2.5 million over the comparable quarter last
year due to category decline and distribution loss. The Company had $2.0 million
in Co-Pack sales to an affiliate in the third quarter ended October 5, 2003.

Canadian net sales contributed 15.0% or $10.6 million of net sales for the third
quarter of 2003, which compares with the 15.2% and $10.8 million for the same
quarter last year.

Gross Profit. Gross profit in the third quarter ended October 5, 2003 decreased
$1.7 million or 7.0% to $22.0 million from $23.7 million for the comparable
quarter in 2002. The gross margin decreased to 31.2% of net sales from 33.4% for
the comparable quarter last year. The gross profit and gross margin decline is
due to higher trade promotional spending.

Selling and Marketing Expenses. Selling and marketing expenses for the third
quarter of 2003 decreased $1.4 million to $5.2 million due primarily to timing
of the TV advertising.

General and Administrative Expenses. General and administrative expenses were
down $1.2 million to $6.4 million due primarily to the drop in amortization
resulted from the expiration of a non-compete agreement in February 2003.

Operating Income. Operating income for the third quarter ended October 5, 2003
was $10.5 million as compared to $9.6 million for the same quarter in 2002. This
$0.9 million increase in operating income is the net result of the decrease in
selling and marketing expenses ($1.4 million), primarily TV advertising and the
decrease in general and administrative expenses, ($1.2 million) primarily
amortization, offset partially by the decline in gross profit ($1.7 million).

Interest Expense. Interest expenses for the third quarter ended October 5, 2003
decreased $0.3 million to $3.1 million. This reduction is the result of lower
interest rates, a lower debt level and less amortization of deferred financing
costs due to the Company refinancing its senior bank debt on September 27, 2002.

                                       10

<PAGE>

Extinguishment of Debt. Extinguishment of debt was zero in the third quarter
2003 as comparable to $1.2 million in the third quarter of 2002. On September
27, 2002 the Company refinanced the senior bank debt resulting in a $1.2 million
write-off of deferred financing costs associated with the previous senior bank
debt facility.

Interest Income. Interest income was consistent for the third fiscal quarter of
both 2003 and 2002.

Net Income. For the reasons stated above, the net income for the third quarter
ended October 5, 2003 was $7.4 million as compared to a net income of $5.0
million for the third quarter 2002.

The 40 weeks Ended October 5, 2003 as Compared to the 40 weeks Ended
October 6,2002

Net Sales. The following table sets forth the Company's net sales by product
line and the percentage change from the prior period.

                                     40 Weeks Ended
                            ---------------------------------    Percentage
                            October 5, 2003   October 6, 2002      Change
                            ---------------   ---------------   ------------
                                 (Dollars in thousands)

Popular .................   $       122,254   $       125,092           (2.3)%
Economy .................            54,831            60,672           (9.6)
Signature ...............            10,678            13,199          (19.1)
Snacks ..................            12,447             7,791           59.8
Bowls ...................            18,652            13,934           33.9
Co-Pack .................             5,849                --             --
                            ---------------   ---------------   ------------
                            $       224,711   $       220,688            1.8%
                            ===============   ===============   ============

Total net sales for the 40 weeks ended October 5, 2003 increased $4.0 million or
1.8% to $224.7 million as compared to $220.7 million in 2002. Unit volume
increased 1.5%, while trade promotion spending decreased $0.1 million over the
comparable period last year. According to AC Nielsen, the single serve frozen
entree category in the U.S. declined 7.6% during the first 40 weeks of 2003 from
the comparable period in 2002.

Net sales in the Popular product line declined $2.8 million or 2.3% for the 40
weeks ended October 5, 2003 due primarily to higher trade spending, as unit
volume increased 2.5%. Economy net sales declined $5.8 million or 9.6% for the
40 week period ended October 5, 2003 which is slightly greater than the category
drop of 7.6%. Signature net sales were down $2.5 million due to declining
distribution. Snacks net sales increased $4.6 million due primarily to the
introduction of the 12" oven baked pizza. Net sales in the Bowls product line
increased $4.7 million due to reduced trade spending. The Company had $5.8
million in Co-Pack product sales to an affiliate during the 40 week period ended
October 5, 2003.

Canadian net sales for the 40 week period ended October 5, 2003 were $40.2
million or 17.9% of total net sales, as compared to $36.0 million or 16.3% for
the same 40 weeks in 2002.

Gross Profit. Gross profit for the 40 weeks ended October 5, 2003 decreased $0.4
million or 0.6% to $67.0 million from $67.4 million for the comparable period in
2002. The gross margin also decreased to 29.8% from 30.5% in 2002. Gross profit
and gross margin declines were due to product mix, with a higher concentration
of lower margin foreign sales.

Selling and Marketing Expenses. Selling and marketing expenses for the 40 weeks
ended October 5, 2003 were $22.6 million, an increase of $1.8 million from the
comparable period in 2002. The increase is due primarily to increased TV
advertising.

General and Administrative Expenses. General and administrative expenses
decreased $0.3 million to $24.9 million for the 40 weeks ending October 5, 2003.
The decrease is the net result of the change in amortization expense due to the
expiration of a non-compete agreement in February 2003, partially offset by bad
debt write offs.

Operating Income. Operating income for the 40 weeks ended October 5, 2003 was
$19.5 million as compared to $21.4 million in 2002. The $1.9 million decrease in
operating is primarily the net result of the

                                       11

<PAGE>

decrease in gross profit plus the increase in TV advertising partially offset by
reduced general and administrative expenses.

Interest Expense. Interest expense for the 40 weeks ended October 5, 2003
decreased $1.7 million to $10.5 million. The decline is the result of lower
interest rates, lower debt level and less amortization of deferred financing
costs as the result of the Company refinancing its senior bank debt on September
27, 2002.

Extinguishment of Debt. Debt extinguishment expenses was zero in the 40 weeks
ended October 5, 2003 as compared to the $1.2 million for the comparable 40
weeks in 2002. On September 27, 2002 the Company refinanced its senior bank debt
resulting in a $1.2 million write off of deferred financing costs associated
with the previous senior bank debt facility.

Interest Income. Interest income was $0.2 million for both the 40 week periods
in 2002 and 2003.

Other, Net. The 40 weeks ended October 5, 2003 reflects an other expense of $0.2
million as compared to a nominal amount for the comparable period of time in
2002.

Net Income. For the reasons stated above, the net income for the 40 weeks ended
October 5, 2003 was $9.0 million or 4.0% of net sales, as compared to $8.2
million or 3.7% for the comparable 40 weeks in 2002.

Liquidity and Capital Resources

At October 5, 2003, the Company had $12.0 million outstanding on a $32.5 million
line of senior revolving credit with LaSalle Bank, N.A. The cash and cash
equivalent balance as of October 5, 2003 was $2.6 million as compared to $1.9
million as of October 6, 2002. As of October 5, 2003, the Company was in
compliance with all covenants of its senior credit agreement with LaSalle Bank,
except for the Total Leverage Ratio. Subsequent to October 5, 2003, the Company
received an amendment to the senior credit agreement related to the covenant and
is currently in compliance.

Operating activities provided $24.8 million of cash in the first 40 weeks of
2003 as compared to $22.1 million for the first 40 weeks of 2002. This $2.7
million improvement in cash provided by operating activities is the result of a
$0.8 million increase in net income and a $4.8 million decrease in working
capital requirements offset partially by a decline of $2.9 million in
depreciation and amortization.

Investing activities used $9.7 million of cash for the 40 weeks of 2003, as
compared to $11.3 million for the comparable period in 2002. The reduction of
$1.6 million is primarily attributed to decreased capital spending.

Financing activities used $15.4 million of cash in the first 40 weeks ended
October 5, 2003 as compared to $12.3 million used in the first 40 weeks of 2002.
The Company paid $6.4 million in distribution to stockholders in the first 40
weeks of 2003 to cover their tax liabilities and a $4.0 million dividend from
excess cash from 2002 results.

As a part of the Company's strategic growth plan, the Company incurred
approximately $9.2 million for slotting expenses for the first 40 weeks of 2003.
The Company plans to spend an additional $1.0 million in slotting expenses in
2003 to introduce new products and increase product penetration. The Company
incurred $6.0 million in TV advertising in the first 40 weeks of 2003, and plans
no additional expenditures for the balance of 2003. The Company also plans on
spending approximately $3.3 million on plant and equipment purchases in the
fourth quarter of 2003, primarily to increase the production capacity at its
Jackson, Ohio plant. These equipment purchases will be funded with the Company's
current line of credit.

The Company anticipates continuing to elect Subchapter S treatment under the
U.S. Internal Revenue Code. Consequently, the Company will continue to make
quarterly distributions to the stockholders based upon their estimated tax
liabilities. The Company's subsidiary, AAG, is a C-Corporation. As such, AAG
will be responsible for all tax liabilities including deferred taxes.

Of the $150.0 million of total indebtedness on October 5, 2003, $100.0 million
consisted of 10% senior subordinated notes issued pursuant to an Indenture dated
February 4, 1999 between the Company and U.S. Bank Trust National Association as
trustee. Interest on the senior subordinated notes is payable semi-annually in
arrears on February 1 and August 1 of each year. The senior subordinated notes
are

                                       12

<PAGE>

due February 1, 2006, but may be redeemed by the Company for a premium after
March 1, 2003. Based upon the current level of operations, the Company believes
that cash flow from operations and available cash, together with available
borrowings under the credit agreement, will be adequate to meet the future
liquidity needs, including payment requirements on the senior subordinated
notes, for at least the next several years. The Company may, however, need to
refinance all or a portion of the principal of the senior subordinated notes on
or before maturity. There can be no assurance that the business will generate
sufficient cash flow from operations, or that future borrowings will be
available under the credit agreement in an amount sufficient to enable the
Company to service indebtedness or to fund other liquidity needs. In addition,
there can be no assurance that the Company will be able to obtain any such
refinancing on commercially reasonable terms or at all. The Company's ability to
make scheduled payments of principal of, or to pay the interest or premiums, if
any, on, or to refinance its indebtedness or to fund planned capital
expenditures will depend on future performance, which, to a certain extent, is
subject to general economic, financial, competitive, legislative, regulatory and
other factors that are beyond the Company's control.

The Company believes that the relatively moderate rate of inflation over the
past few years has not had a significant impact on sales or profitability.

New Accounting Pronouncements

In June 2001, FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 requires the Company to record the fair value of an
asset retirement obligation as a liability in the period in which the Company
incurs a legal obligation associated with the retirement of tangible long-lived
assets that result from the acquisition, construction, development, and/or
normal use of the assets. The Company also records a corresponding asset that is
depreciated over the life of the asset. Subsequent to the initial measurement of
the asset retirement obligation, the obligation will be adjusted at the end of
each period to reflect the passage of time and changes in the estimated future
cash flows underlying the obligation. The Company adopted SFAS No. 143 effective
first quarter 2003. The adoption of SFAS No. 143 did not have an impact on the
Company's financial condition or results of operations.

In July 2002, FASB issued SFAS 146, "Accounting for Costs Associated with Exit
or Disposal Activities." The statement addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring)." SFAS 146 requires that a liability for costs associated
with an exit or disposal activity be recognized when a liability is incurred.
Under Issue 94-3, a liability for an exit cost as generally defined in Issue
94-3 was recognized at the date of an entity's commitment to an exit plan. The
provisions of this Statement are effective for exit or disposal activities that
are initiated after December 31, 2002. The adoption of SFAS 146 did not have an
impact on the Company's Consolidated Financial Statements.

In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." This Statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). Many of those instruments
were previously classified as equity. The Company does not have any financial
instruments outstanding to which the provision of SFAS No. 150 apply, therefore
SFAS No. 150 did not have an impact on the Company's Consolidated Financial
Statements.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness to Others, and interpretation of FASB Statements No. 5, 57 and 107
and a rescission of FASB Interpretation No. 34." This Interpretation elaborates
on the disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under guarantees issued. The Interpretation
also clarifies that a guarantor is required to recognize, at inception of a
guarantee, a liability for the fair value of the obligation undertaken. The
initial recognition and measurement provisions of the Interpretation are
applicable to guarantees issued or modified after December 31, 2002 and did not
have an impact on the Company's Consolidated Financial Statements.

In January 2003, the FASB issued Interpretation (FIN) No. 46, "Consolidation of
Variable Interest Entities." FIN No. 46 states that companies that have exposure
to economic risks and potential rewards

                                       13

<PAGE>

from another entity's assets and activities have a controlling financial
interest in a variable interest entity and should consolidate the entity,
despite the absence of clear control through a voting equity interest. The
consolidation requirements apply to all variable interest entities created after
January 31, 2003. For variable interest entities that existed prior to February
1, 2003, FASB Staff Position No. 46-6 delayed the consolidation requirements
until annual or interim periods ending after December 15, 2003. Disclosure of
significant variable interest entities is required in all financial statements
issued after January 31, 2003, regardless of when the variable interest was
created. FIN No. 46 did not have an impact of the company's Consolidated
Financial Statements.

In December 2002, the EITF reached a consensus on EITF No. 00-21, "Revenue
Arrangements with Multiple Deliveries" ("EITF 00-21"). EITF 00-21 addresses
certain aspects of the accounting by a vendor for arrangements under which it
will perform multiple revenue-generating activities. It also establishes three
principles: revenue arrangements with multiple deliverables should be divided
into separate units of accounting, arrangement consideration should be allocated
among the separate units of accounting based on their relative fair values, and
revenue recognition criteria should be considered separately for separate units
of accounting. The provisions of EITF 00-21 apply to revenue arrangements
entered into in fiscal periods beginning after June 15, 2003. The Company
believes that its current accounting is consistent with the provisions of EITF
00-21 and therefore the application of the provisions of EITF 00-21 did not have
an impact on the Company's Consolidated Financial Statements.

In November 2002, the EITF reached a consensus on EITF No. 02-16, "Accounting by
a Customer (Including a Reseller) for Certain Consideration Received from a
Vendor" ("EITF 02-16"). EITF 02-16 addresses how a reseller of a vendor's
products should account for cash consideration received from a vendor and how to
measure that consideration in its income statement. EITF 02-16 presumes that
cash received from a vendor represents a reduction of the prices of the vendor's
products or services, unless the cash received represents a payment for assets
or services provided to the vendor or a reimbursement of costs incurred by the
customer to sell the vendor's products. Certain provisions of EITF 02-16 were
effective November 22, 2002 and other provisions were effective after December
31, 2002. The provisions of EITF 02-16 did not have an impact on the Company's
Consolidated Financial Statements.

Cautionary Statement

This Form 10-Q contains forward-looking statements within the meaning of federal
securities laws. These statements include statements regarding continued
adequate cash flow, introduction of new products, investment in new capacity,
and expectations of increased product penetration, as well as other indications
of intent, belief or current expectations of the Company and its management.
These forward-looking statements are not guarantees of future performance and
involve a number of risks and uncertainties that may cause the Company's actual
results to differ materially from the results discussed in these statements. The
Company's forward-looking statements are subject to risks, uncertainties and
assumptions including, among other things: general economic and business
conditions; the Company's expectations and estimates concerning future financial
performance, financing plans and the impact of competition; anticipated trends
in the Company's industry; and other risks and uncertainties detailed from time
to time in the Company's filings with the Securities and Exchange Commission,
including Exhibit 99.1 to this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk Considerations

Credit Risk. Financial instruments which potentially subject Luigino's to
significant concentrations of credit risk consist primarily of cash and trade
accounts receivable. The Company maintains cash and cash equivalents and other
financial instruments with various financial institutions. The Company's policy
is to limit exposure to any one institution. When the Company formulates its
investment strategy, it considers periodic evaluations of the relative credit
standing of these financial institutions. The Company's concentrations of credit
risk for trade accounts receivable are limited due to the large number of
entities comprising the customer base. The Company has an exclusive distribution
agreement with J.M. Schneider Corporation in Canada, which accounted for 17.9%
of net sales for the 40 weeks ended October 5, 2003. At October 5, 2003, the
Company's receivable balance due from this distributor was $3,645. The Company
does not currently foresee a credit risk with this distributor.

                                       14

<PAGE>

Interest Rate Risk. The Company uses financial instruments, including fixed and
variable rate debt, as well as interest rate swaps, to finance operations and to
hedge interest rate expenses. The swap contracts are entered into for periods
consistent with relative underlying exposures, and do not constitute positions
independent of those exposures. The Company does not enter into contracts for
speculative purposes. There has been no material change in the Company's market
risks associated with debt and interest rate swap obligations during its first
40 weeks ended October 5, 2003.

The Company entered into two fixed interest rate swaps in February 2002 totaling
$30,000. A $20,000 swap at an interest rate of 3.49%, plus the current margin
spread of 2.0% maturing on December 31, 2003 and a $10,000 swap at an interest
rate of 3.07%, plus the current margin spread of 2.0% of which $2,500 matured on
December 31, 2002, March 31, 2003, June 30, 2003 and September 30, 2003,
respectively.

The swap agreements were entered into to fix the rate of interest on the
floating rate senior credit facility. The swaps were accounted for as cash flow
hedges and their fair values are reflected on the Company's Consolidated Balance
Sheets under accumulated other comprehensive loss.

Foreign Currency Risks. While transactions with international customers are
entered into in U.S. dollars, distributions received from our foreign
distributors are paid in local currency. In July 2003, the Company entered into
a cash flow hedge on $10,100 Canadian dollars relating to future anticipated
distributions to be received from our Canadian distributor between August 6,
2003 and June 11, 2004 of which $2,700 was received on August 15, 2003. The
average rate for the remaining cash flow hedge is $1.4011 Canadian dollars for
each U.S. dollar. At October 5, 2003, the fair market value of the hedge was a
liability of $182 which is reflected on the Company's Consolidated Balance
Sheets as accumulated other comprehensive loss.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls Procedures.

As of the end of the period covered by this report, the Company conducted an
evaluation under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer regarding the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Rules 13a-15(b) of the Securities
Exchange Act of 1934 (the "Exchange Act"). Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective to ensure that information that
is required to be disclosed by the Company in reports that it files under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities Exchange Commission.

Changes in Internal Controls

There were no changes in the Company's internal control over financial reporting
that occurred during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On January 16, 2003, Weight Watchers International, Inc. ("Weight Watchers")
commenced a lawsuit against the Company in United States District Court for the
Southern District of New York. In the suit, Weight Watchers alleges that the
Company's Michelina's Lean Gourmet frozen entrees infringe Weight Watchers'
"Points" trademark. The Company has revised the manner in which it refers to
"Points" in its packaging in accordance with a court ruling issued on June 30,
2003, and has exhausted its inventories of the packaging that was subject to the
court's ruling. Weight Watchers also seeks unspecified monetary damages in the
suit. To date, the Company believes it has successfully defended the case.

                                       15

<PAGE>

Item 5. Other Information

In connection with the "safe harbor" provisions of the Private Securities
Litigation and Reform Act of 1995, the Company is hereby filing cautionary
statements identifying important factors that could cause actual results to
differ materially from those projected in forward-looking statements of the
Company made by, or on behalf of the Company. See Exhibit 99.1 to this report.

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits - See attached Exhibit Index following signature page.

     (b) Reports on Form 8-K

          A Form 8-K dated July 30, 2003 was filed regarding the commencement of
     a lawsuit against the Company by Weight Watchers International, Inc. and a
     waiver by the Company's bondholders in connection with the Company's
     incurrence of new capital lease obligations.

                                       16

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        LUIGINO'S, INC.


Date: November 17, 2003                 By: /s/ Thomas W. Knuesel
                                            ------------------------------------
                                        Thomas W. Knuesel
                                        Chief Financial Officer (principal
                                        financial and accounting officer)

                                       17

<PAGE>

                                  EXHIBIT INDEX
                                   Form 10-QSB
                          Quarter ended October 5, 2003


Number                 Description
------                 ---------------------------------------------------------
31.1                   Certification of Chief Executive Officer Pursuant to
                       Section 302 of the Sarbanes-Oxley Act of 2002.

31.2                   Certification of Chief Financial Officer Pursuant to
                       Section 302 of the Sarbanes-Oxley Act of 2002.

32.1                   Certification of Chief Executive Officer Pursuant to
                       Section 906 of the Sarbanes-Oxley Act of 2002.

32.2                   Certification of Chief Financial Officer Pursuant to
                       Section 906 of the Sarbanes-Oxley Act of 2002.

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