##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 28, 2009
 Or
 o
    
    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 333-116310
 REAL MEX RESTAURANTS, INC.
  Delaware
    
    13-4012902(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 5660 Katella Avenue, Suite 100
 Cypress, CA 90630
 (562) 346-1200
 þ o
 Yes o No
o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer þ
    
    Smaller Reporting Company o
 o Yes þ No




---



##### 



Real Mex Restaurants, Inc.
 Index
 PART I FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)
    
    
    4Consolidated Balance Sheets
    
    
    4Consolidated Statements of Operations
    
    
    5Consolidated Statements of Cash Flows
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    24PART II OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    25Item 1A. Risk Factors
    
    
    25Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 3. Defaults Upon Senior Securities
    
    
    25Item 4. Submission of Matters to a Vote of Security Holders
    
    
    25Item 5. Other Information
    
    
    25Item 6. Exhibits
    
    
    26SIGNATURE
    
    
    27Exhibit 3.1Exhibit 3.2Exhibit 3.3Exhibit 3.4Exhibit 3.5Exhibit 3.6Exhibit 3.7Exhibit 3.8Exhibit 3.9Exhibit 3.10Exhibit 3.11Exhibit 10.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




---



##### Table of Contents



FORWARD-LOOKING STATEMENTS
 This report includes forward looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward looking statements are those that do not relate solely to historical fact. They
include, but are not limited to, any statement that may predict, forecast, indicate or imply future
results, performance, achievements or events. They may contain words such as believe,
anticipate, expect, estimate, intend, project, plan, will, should, may, or
could or words or phrases of similar meaning. They may relate to, among other things: our
liquidity and capital resources; legal proceedings and regulatory matters involving our Company;
food-borne illness incidents; increases in the cost of ingredients; our dependence upon frequent
deliveries of food and other supplies; our vulnerability to changes in consumer preferences and
economic conditions; our ability to compete successfully with other casual dining restaurants; our
ability to expand; and anticipated growth in the restaurant industry and our markets.
 These forward looking statements reflect our current views with respect to future events and
are based on assumptions and subject to risks and uncertainties, including, but not limited to,
economic, competitive, governmental and technological factors outside of our control, that may
cause actual results to differ materially from trends, plans or expectations set forth in the
forward looking statements. These risks and uncertainties may include these factors and the risks
and uncertainties described elsewhere in this report and other filings with the Securities and
Exchange Commission, including the Item 1A. Risk Factors section of our annual report on Form
10-K for the year ended December 28, 2008. Given these risks and uncertainties, we urge you to read
this report completely and with the understanding that actual future results may be materially
different from what we plan or expect. All of the forward-looking statements made in this Form 10-Q
are qualified by these cautionary statements and we cannot assure you that the actual results or
developments anticipated by our Company will be realized or, even if substantially realized, that
they will have the expected consequences to or effects on our Company or our business or
operations. In addition, these forward-looking statements present our estimates and assumptions
only as of the date of this report. Except for our ongoing obligation to disclose material
information as required by federal securities laws, we do not intend to update you concerning any
future revisions to any forward looking statements to reflect events or circumstances occurring
after the date of this report.
 Unless otherwise provided in this report, references to we, us, our and Company refer
to Real Mex Restaurants, Inc. and its consolidated subsidiaries.
  3




---



##### Table of Contents



PART I
FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 Real Mex Restaurants, Inc.
 
 Consolidated Balance Sheets (unaudited)
 (in thousands, except for share data)
 June 28,
    
    
    December 28,2009
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    3,957
    
    
    $
    2,099Trade receivables, net
    
    
    9,580
    
    
    
    9,102Other receivables
    
    
    268
    
    
    
    873Inventories
    
    
    12,624
    
    
    
    13,563Deferred compensation plan assets
    
    
    242
    
    
    
    1,848Prepaid expenses and other current assets
    
    
    7,232
    
    
    
    7,253Current portion of favorable lease asset, net
    
    
    5,793
    
    
    
    5,902Total current assets
    
    
    39,696
    
    
    
    40,640Property and equipment, net
    
    
    98,275
    
    
    
    110,505Goodwill, net
    
    
    43,730
    
    
    
    43,200Trademarks and other intangibles
    
    
    68,900
    
    
    
    68,900Deferred charges
    
    
    2,856
    
    
    
    1,404Favorable lease asset, less current portion, net
    
    
    22.541
    
    
    
    25,382Other assets
    
    
    8,494
    
    
    
    8,297Total assets
    
    $
    284,492
    
    
    $
    298,328Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    21,135
    
    
    $
    23,198Accrued self-insurance reserves
    
    
    15,484
    
    
    
    15,619Accrued compensation and benefits
    
    
    14,630
    
    
    
    16,216Other accrued liabilities
    
    
    17,458
    
    
    
    15,426Current portion of long-term debt
    
    
    1,272
    
    
    
    8,313Current portion of capital lease obligations
    
    
    404
    
    
    
    453Total current liabilities
    
    
    70,383
    
    
    
    79,225Long-term debt, less current portion
    
    
    159,431
    
    
    
    152,105Capital lease obligations, less current portion
    
    
    742
    
    
    
    942Deferred tax liabilities
    
    
    31,549
    
    
    
    31,549Unfavorable lease liability, less current portion, net
    
    
    7,375
    
    
    
    8,445Other liabilities
    
    
    4,155
    
    
    
    3,018Total liabilities
    
    
    273,635
    
    
    
    275,284Commitments and contingencies
    
    
    
    
    
    
    Stockholders equity:Common stock, $.001 par value, 1,000 shares
authorized, issued and outstanding at June 28,
2009 and December 28, 2008
    
    
    
    
    
    
    Additional paid-in capital
    
    
    28,042
    
    
    
    27,147Accumulated deficit
    
    
    (17,185
    )
    
    
    (4,103
    )Total stockholders equity
    
    
    10,857
    
    
    
    23,044Total liabilities and stockholders equity
    
    $
    284,492
    
    
    $
    298,328
   4




---



##### Table of Contents



Real Mex Restaurants, Inc.
 
 Consolidated Statements of Operations (unaudited)
 (in thousands)
 Three Months Ended
    
    
    Six Months EndedSuccessor
    
    
    Predecessor
    
    
    Successor
    
    
    PredecessorJune 28,
    
    
    June 29,
    
    
    June 28,
    
    
    June 29,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues:Restaurant revenues
    
    $
    124,408
    
    
    $
    140,305
    
    
    $
    241,821
    
    
    $
    267,792Other revenues
    
    
    10,804
    
    
    
    11,369
    
    
    
    21,210
    
    
    
    20,706Franchise revenues
    
    
    712
    
    
    
    854
    
    
    
    1,385
    
    
    
    1,607Total revenues
    
    
    135,924
    
    
    
    152,528
    
    
    
    264,416
    
    
    
    290,105Costs and expenses:Cost of sales
    
    
    32,504
    
    
    
    37,672
    
    
    
    63,614
    
    
    
    71,732Labor
    
    
    49,958
    
    
    
    53,272
    
    
    
    97,574
    
    
    
    103,745Direct operating and occupancy expense
    
    
    34,516
    
    
    
    38,571
    
    
    
    69,215
    
    
    
    75,113General and administrative expense
    
    
    5,979
    
    
    
    7,886
    
    
    
    12,701
    
    
    
    15,729Depreciation and amortization
    
    
    8,108
    
    
    
    6,235
    
    
    
    16,245
    
    
    
    12,313Pre-opening costs
    
    
    
    
    
    
    997
    
    
    
    
    
    
    
    1,335Goodwill Impairment
    
    
    
    
    
    
    34,000
    
    
    
    
    
    
    
    34,000Impairment of property and equipment
    
    
    216
    
    
    
    1,623
    
    
    
    216
    
    
    
    1,623Operating income (loss)
    
    
    4,643
    
    
    
    (27,728
    )
    
    
    4,851
    
    
    
    (25,485
    )Other income (expense):Interest expense
    
    
    (9,017
    )
    
    
    (4,621
    )
    
    
    (18,237
    )
    
    
    (9,238
    )Other income (expense), net
    
    
    239
    
    
    
    510
    
    
    
    310
    
    
    
    699Total other expense, net
    
    
    (8,778
    )
    
    
    (4,111
    )
    
    
    (17,927
    )
    
    
    (8,539
    )Loss before income tax provision
    
    
    (4,135
    )
    
    
    (31,839
    )
    
    
    (13,076
    )
    
    
    (35,024
    )Income tax provision
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    17Net loss
    
    $
    (4,135
    )
    
    $
    (31,839
    )
    
    $
    (13,082
    )
    
    $
    (34,041
    )
   5




---



##### Table of Contents



Real Mex Restaurants, Inc.
 
 Consolidated Statements of Cash Flows (unaudited)
 (in thousands)
 Six Months EndedSuccessor
    
    
    PredecessorJune 28,
    
    
    June 29,2009
    
    
    2008Operating activitiesNet loss
    
    $
    (13,082
    )
    
    $
    (34,041
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    14,440
    
    
    
    11,190Amortization of:Favorable lease asset and unfavorable lease liability, net
    
    
    1,805
    
    
    
    1,123Debt discount/(premium)
    
    
    7,366
    
    
    
    (586
    )Deferred financing costs
    
    
    558
    
    
    
    641Goodwill impairment
    
    
    
    
    
    
    34,000Loss (gain) on disposal of property and equipment
    
    
    18
    
    
    
    (30
    )Impairment of property and equipment
    
    
    216
    
    
    
    1,623Stock-based compensation expense
    
    
    135
    
    
    
    226Non-cash consulting expense
    
    
    760
    
    
    
    Changes in operating assets and liabilities:Trade and other receivables
    
    
    127
    
    
    
    (1,480
    )Inventories
    
    
    939
    
    
    
    (1,799
    )Deferred compensation plan assets
    
    
    1,606
    
    
    
    557Prepaid expenses and other current assets
    
    
    21
    
    
    
    636Related party receivable
    
    
    
    
    
    
    85Deferred charges, net
    
    
    (180
    )
    
    
    19Other assets
    
    
    (335
    )
    
    
    (229
    )Accounts payable and accrued liabilities
    
    
    (2,932
    )
    
    
    3,878Other liabilities
    
    
    1,136
    
    
    
    3,935Net cash provided by operating activities
    
    
    12,598
    
    
    
    19,748Investing activitiesAdditions to property and equipment
    
    
    (3,082
    )
    
    
    (14,047
    )Exchange transaction costs
    
    
    (393
    )
    
    
    Net proceeds from disposal of property
    
    
    65
    
    
    
    39Net cash used in investing activities
    
    
    (3,410
    )
    
    
    (14,008
    )Financing activitiesNet repayment under revolving credit facility
    
    
    (7,600
    )
    
    
    (9,000
    )Borrowings under long-term debt agreements
    
    
    1,572
    
    
    
    980Payments on long-term debt agreements and capital lease obligations
    
    
    (1,302
    )
    
    
    (222
    )Payments of financing costs
    
    
    
    
    
    
    (100
    )Capital contributions from Parent
    
    
    
    
    
    
    2,562Net cash used in financing activities
    
    
    (7,330
    )
    
    
    (5,780
    )Net increase (decrease) in cash and cash equivalents
    
    
    1,858
    
    
    
    (40
    )Cash and cash equivalents at beginning of period
    
    
    2,099
    
    
    
    2,323Cash and cash equivalents at end of period
    
    $
    3,957
    
    
    $
    2,283Supplemental disclosure of cash flow informationInterest paid
    
    $
    9,064
    
    
    $
    9,213Income taxes paid
    
    $
    6
    
    
    $
    17
   6




---



##### Table of Contents



Real Mex Restaurants, Inc. and Subsidiaries
 
 Notes to Consolidated Financial Statements (unaudited)
 June 28, 2009
 (in thousands, except for share data)
 1. Basis of Presentation
 ® ® ®
     2. Exchange Agreement
    7




---



##### Table of Contents



Cash and cash equivalents
    
    $
    1,417Trade and other accounts receivable
    
    
    12,100Inventories
    
    
    12,938Other current assets
    
    
    5,692Property and equipment
    
    
    113,154Other assets
    
    
    41,841Trademark and other intangibles
    
    
    68,900Goodwill
    
    
    43,178Total assets acquired
    
    
    299,220Accounts payable and accrued liabilities
    
    
    60,616Long-term debt
    
    
    166,026Deferred tax liability
    
    
    31,549Other liabilities
    
    
    13,854Total liabilities assumed
    
    
    272,045Net assets acquired
    
    $
    27,175
  3. Intangible Assets
  June 28,
    
    
    December 28,2009
    
    
    2008Trademarks
    
    $
    55,900
    
    
    $
    55,900Franchise agreements
    
    
    13,000
    
    
    
    13,000$
    68,900
    
    
    $
    68,900
 4. Long-Term Debt
  June 28,
    
    
    December 28,2009
    
    
    2008Senior Secured Notes due 2010
    
    $
    105,000
    
    
    $
    105,000Senior Secured Notes unamortized debt discount
    
    
    (11,049
    )
    
    
    (18,415
    )Senior Secured Revolving Credit Facility
    
    
    
    
    
    
    7,600Senior Unsecured Credit Facility
    
    
    65,000
    
    
    
    65,000Mortgage
    
    
    556
    
    
    
    591Other
    
    
    1,196
    
    
    
    642160,703
    
    
    
    160,418Less current portion
    
    
    (1,272
    )
    
    
    (8,313
    )$
    159,431
    
    
    $
    152,105
  8




---



##### Table of Contents



Senior Secured Notes due 2010
    Senior Secured Revolving Credit Facilities
     9




---



##### Table of Contents



Senior Unsecured Credit Facility
    10




---



##### Table of Contents



Mortgage.
  June 28,
    
    
    December 28,2009
    
    
    2008Senior Secured Notes due 2010
    
    
    10.25
    %
    
    
    10.25
    %Senior Secured Revolving Credit Facilities
    
    
    5.98 to 7.68
    %
    
    
    7.11 to 7.94
    %Senior Unsecured Credit Facility
    
    
    12.50
    %
    
    
    12.50
    %Mortgage
    
    
    9.28
    %
    
    
    9.28
    %Other
    
    
    3.58 to 4.70
    %
    
    
    3.98 to 4.70
    %
 5. Capitalization
 Common Stock
  Stock Option Plans
     11




---



##### Table of Contents



WeightedAverageShares
    
    
    Exercise PriceOutstanding at December 28, 2008
    
    
    330
    
    
    $
    8,150Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited/expired
    
    
    
    
    
    
    Outstanding at June 28, 2009
    
    
    330
    
    
    $
    8,150Vested and expected to vest at June 28, 2009
    
    
    319
    
    
    $
    8,150Exercisable at June 28, 2009
    
    
    129
    
    
    $
    8,150
  6. Fair Value of Financial Instruments
  7. Related Party Transactions
 Successor Transactions
      12




---



##### Table of Contents



Predecessor Transactions
  8. Impact of Recently Issued Accounting Principles
 Recently Adopted Accounting Standards
       13




---



##### Table of Contents



New Accounting Pronouncements
 TM
 9. Subsequent Events
 Senior Secured Notes
      14




---



##### Table of Contents



Senior Secured Revolving Credit Facilities
  Senior Unsecured Credit Facility
   15




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion and analysis of our financial condition and results of operations
contains forward looking statements within the meaning of the federal securities laws. See the
discussion under the heading Forward-Looking Statements elsewhere in this report.
 Overview
             16




---



##### Table of Contents



Critical Accounting Policies
   Results of Operations
   Three Months Ended
    
    
    Six Months EndedSuccessor
    
    
    Predecessor
    
    
    Successor
    
    
    PredecessorJune 28,
    
    
    June 29,
    
    
    June 28,
    
    
    June 29,2009
    
    
    2008
    
    
    2009
    
    
    2008Total revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    23.9
    
    
    
    24.7
    
    
    
    24.1
    
    
    
    24.7Labor
    
    
    36.8
    
    
    
    34.9
    
    
    
    36.9
    
    
    
    35.8Direct operating and occupancy expense
    
    
    25.4
    
    
    
    25.3
    
    
    
    26.2
    
    
    
    25.9Total operating costs
    
    
    86.1
    
    
    
    84.9
    
    
    
    87.1
    
    
    
    86.4General and administrative expense
    
    
    4.4
    
    
    
    5.2
    
    
    
    4.8
    
    
    
    5.4Depreciation and amortization
    
    
    6.0
    
    
    
    4.1
    
    
    
    6.1
    
    
    
    4.2Pre-opening costs
    
    
    
    
    
    
    0.7
    
    
    
    
    
    
    
    0.5Goodwill impairment
    
    
    
    
    
    
    22.3
    
    
    
    
    
    
    
    11.7Operating income (loss)
    
    
    3.4
    
    
    
    (18.2
    )
    
    
    1.8
    
    
    
    (8.8
    )Interest expense
    
    
    6.6
    
    
    
    3.0
    
    
    
    6.9
    
    
    
    3.2Loss before tax provision
    
    
    (3.0
    )
    
    
    (20.9
    )
    
    
    (4.9
    )
    
    
    (11.7
    )Net loss
    
    
    (3.0
    )
    
    
    (20.9
    )
    
    
    (4.9
    )
    
    
    (11.7
    )
 Three months ended June 28, 2009 compared to the three months ended June 29, 2008
 Total Revenues
 Cost of Sales
  17




---



##### Table of Contents



Labor
 Direct Operating and Occupancy Expense
 General and Administrative Expense
 Depreciation and amortization
 Goodwill Impairment.
 Interest Expense
 Income tax provision.
 Six months ended June 28, 2009 compared to the six months ended June 29, 2008.
 Total Revenues
 Cost of Sales
  18




---



##### Table of Contents



Labor
 Direct Operating and Occupancy Expense
 General and Administrative Expense
 Depreciation and amortization
 Goodwill Impairment.
 Interest Expense.
 Income tax provision
 Liquidity and Capital Resources
   19




---



##### Table of Contents



Working Capital and Cash Flows
  Operating Activities
 Investing Activities
  Financing Activities
 Debt and Other Obligations
 Senior Secured Notes due 2010
    20




---



##### Table of Contents



Senior Secured Revolving Credit Facilities
   21




---



##### Table of Contents



Senior Unsecured Credit Facility
    Mortgage.
  22




---



##### Table of Contents



June 28,
    
    
    December 28,2009
    
    
    2008Senior Secured Notes due 2010
    
    
    10.25
    %
    
    
    10.25
    %Senior Secured Revolving Credit Facilities
    
    
    5.98 to 7.68
    %
    
    
    7.11 to 7.94
    %Senior Unsecured Credit Facility
    
    
    12.50
    %
    
    
    12.50
    %Mortgage
    
    
    9.28
    %
    
    
    9.28
    %Other
    
    
    3.58 to 4.70
    %
    
    
    3.98 to 4.70
    %
 Capital Leases
 Inflation
   
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
      23




---



##### Table of Contents



Item 4. Controls and Procedures
 Disclosure Controls and Procedures
  Changes In Internal Controls Over Financial Reporting
   24




---



##### Table of Contents



PART II
OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
   25




---



##### Table of Contents



Item 6. Exhibits
 Exhibit No.
    
    Description3.1*
    
    Amendment to Bylaws of Acapulco Restaurant of Ventura, Inc., dated June 7, 2004.3.2*
    
    Amendment to Bylaws of Acapulco Restaurant of Westwood, Inc., dated June 7, 2004.3.3*
    
    Amendment to Bylaws of Acapulco Restaurant of Downey, Inc., dated June 7, 2004.3.4*
    
    Amendment to Bylaws of Murray Pacific, dated June 7, 2004.3.5*
    
    Amendment to Bylaws of Acapulco Restaurant of Moreno Valley, Inc., dated June 7, 2004.3.6*
    
    Amendment to Articles of Incorporation of Real Mex Foods, Inc., dated June 7, 2004.3.7*
    
    Amendment to Bylaws of Real Mex Foods, Inc., dated June 7, 2004.3.8*
    

Articles
of Incorporation of TARV, Inc., dated November 24, 1986.3.9*
    
    Amendment to Bylaws of TARV, Inc., dated June 7, 2004.3.10*
    
    Amendment to Articles of Incorporation of ALA Design, Inc., dated June 7, 2004.3.11*
    
    Amendment to Bylaws of ALA Design, Inc., dated June 7, 2004.10.1*
    
    Amendment No. 1 to Second Amended and Restated Credit Agreement, dated on or about August 2007.31.1*
    
    Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of the Chief Executive Officer.31.2*
    
    Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of the Chief Financial Officer.32.1*
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer.32.2*
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer.
 *
    
    Filed herewith  26




---



##### Table of Contents



SIGNATURE
  REAL MEX RESTAURANTS, INC.Dated: August 11, 2009
    By:
    /s/ Richard E. RiveraRichard E. RiveraPresident & Chief Executive
Officer and Chairman
(Principal Executive Officer)Dated: August 11, 2009
    By:
    /s/ Steven TannerSteven TannerChief Financial Officer
(Principal Financial Officer
and Accounting Officer)  27




---



##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description3.1*
    
    Amendment to Bylaws of Acapulco Restaurant of Ventura, Inc., dated June 7, 2004.3.2*
    
    Amendment to Bylaws of Acapulco Restaurant of Westwood, Inc., dated June 7, 2004.3.3*
    
    Amendment to Bylaws of Acapulco Restaurant of Downey, Inc., dated June 7, 2004.3.4*
    
    Amendment to Bylaws of Murray Pacific, dated June 7, 2004.3.5*
    
    Amendment to Bylaws of Acapulco Restaurant of Moreno Valley, Inc., dated June 7, 2004.3.6*
    
    Amendment to Articles of Incorporation of Real Mex Foods, Inc., dated June 7, 2004.3.7*
    
    Amendment to Bylaws of Real Mex Foods, Inc., dated June 7, 2004.3.8*
    

Articles
of Incorporation of TARV, Inc., dated November 24, 1986.3.9*
    
    Amendment to Bylaws of TARV, Inc., dated June 7, 2004.3.10*
    
    Amendment to Articles of Incorporation of ALA Design, Inc., dated June 7, 2004.3.11*
    
    Amendment to Bylaws of ALA Design, Inc., dated June 7, 2004.10.1*
    
    Amendment No. 1 to Second Amended and Restated Credit Agreement, dated on or about August 2007.31.1*
    
    Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of the Chief Executive Officer.31.2*
    
    Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of the Chief Financial Officer.32.1*
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer.32.2*
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer.
 *
    
    Filed herewith