<PAGE>


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
 EXCHANGE ACT OF 1934

              For the quarterly period ended December 31, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
 EXCHANGE ACT OF 1934

              For the transition period from  ______________ to _______________

                         Commission file number: 1-9083

                              OVERHILL CORPORATION
             (Exact name of registrant as specified in its charter)

             Nevada                                         23-2708876
    (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                        Identification No.)

                             4800 Broadway, Suite A
                              Addison, Texas 75001
                    (Address of principal executive offices)

                                 (972) 386-0101
              (Registrants's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12
months (or for such shorter period 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock, $.01 par value                       18,615,464
                                         ---------------------------------------
                                         Outstanding at February 4, 2002




<PAGE>

                              OVERHILL CORPORATION
                                    FORM 10-Q
                         QUARTER ENDED DECEMBER 31, 2001
--------------------------------------------------------------------------------
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION                                          Page No.
------------------------------                                          --------
<S>                                                                     <C>
Item 1. Financial Statements

Consolidated Condensed Balance Sheets as of
   December 31, 2001 and September 30, 2001                                    2

Consolidated Condensed Statements of
  Operations for the Three Months Ended
  December 31, 2001 and 2000                                                   4

Consolidated Condensed Statements of
  Cash Flows for the Three Months Ended
  December 31, 2001 and 2000                                                   5

Notes to Consolidated Condensed Financial Statements                           7

Item 2. Management's Discussion and Analysis of
  Financial Condition and Results of Operations                               11

Item 3. Quantitative and Qualitative Disclosures about Market Risk            14


PART II - OTHER INFORMATION
---------------------------
Item 1.  Legal Proceedings                                                    15

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

Signature Page                                                                17
</TABLE>

                                      -1-

<PAGE>

                     OVERHILL CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED CONDENSED BALANCE SHEETS



<TABLE>
<CAPTION>
                                     Assets
                                                      December 31, September 30,
                                                      ------------ -------------
                                                           2001        2001
                                                      ------------ -------------
                                                       (Unaudited)
<S>                                                   <C>          <C>
Current assets:
   Cash                                               $  1,971,147  $    686,382
   Receivables, net of allowance for doubtful accounts
    of $626,200
      Trade accounts                                     2,344,744     3,399,591
      Current portion of sales contracts                 4,737,987     5,029,362
      Related parties                                    2,077,022     1,927,768
      Notes                                              3,761,378     4,191,128
   Inventories                                          16,725,235    16,374,797
   Net current assets of discontinued operations        18,373,935    17,271,667
   Prepaid expenses and other                            2,094,030     2,044,969
                                                      ------------  ------------
        Total current assets                            52,085,478    50,925,664
                                                      ------------  ------------

Property and equipment:
   Land                                                    432,000       432,000
   Buildings and improvements                            2,727,352     2,722,595
   Machinery, equipment and other                        3,276,558     3,053,909
                                                      ------------  ------------

                                                         6,435,910     6,208,504
   Less-Accumulated depreciation                        (2,503,454)   (2,348,410)
                                                      ------------  ------------
                                                         3,932,456     3,860,094
                                                      ------------  ------------

Other assets:
   Noncurrent receivables, net of allowance for
      doubtful accounts of $1,033,671
        Sales contracts                                  2,552,334     2,627,468
        Related parties                                    375,928       375,928
   Excess of cost over fair value of net assets
       of businesses acquired                            3,612,580     3,612,580
   Restricted cash                                         520,363       522,709
   Assets held for sale                                  1,926,264     1,926,264
   Other                                                 1,749,099     1,192,074
                                                      ------------  ------------
                                                        10,736,568    10,257,023
                                                      ------------  ------------

                                                      $ 66,754,502  $ 65,042,781
                                                      ============  ============
</TABLE>


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


                                      -2-

<PAGE>

                      OVERHILL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEET


                      Liabilities and Stockholders' Equity


<TABLE>
<CAPTION>
                                                                     December 31,    September 30,
                                                                     -----------     ------------
                                                                        2001              2001
                                                                     -----------     ------------
<S>                                                                  <C>             <C>
                                                                      (Unaudited)
Current liabilities:
   Notes payable                                                     $ 13,708,553    $ 13,313,743
   Note payable and accrued interest to related party                  22,738,466               -
   Accounts payable                                                     1,740,748       2,085,200
   Accrued expenses and other                                           1,344,908       1,066,932
                                                                     ------------    ------------
        Total current liabilities                                      39,532,675      16,465,875

Notes payable and accrued interest to related party                             -      22,337,631
Net long-term liabilities related to discontinued operations           18,785,317      17,668,829
Reserve for credit guarantees                                             520,363         522,709
                                                                     ------------    ------------
        Total liabilities                                              58,838,355      56,995,044
                                                                     ------------    ------------

Stockholders' equity:
   Common stock, $.01 par value, authorized
      100,000,000 shares, issued and outstanding
      18,615,464 shares                                                   186,155         186,155
   Paid-in capital                                                     28,156,204      28,156,204
   Notes receivable from officers and directors                          (497,250)       (497,250)
   Accumulated deficit                                                (19,928,962)    (19,797,372)
                                                                     ------------    ------------
      Total stockholders' equity                                        7,916,147       8,047,737
                                                                     ------------    ------------
                                                                     $ 66,754,502    $ 65,042,781
                                                                     ============    ============
</TABLE>

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

                                       -3-

<PAGE>

                      OVERHILL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                For the Three Months Ended
                                                                       December 31,
                                                                --------------------------
                                                                    2001           2000
                                                                -----------    -----------
<S>                                                             <C>            <C>
Net revenues                                                    $ 8,777,235    $ 8,250,086

Cost of sales                                                     6,652,059      6,295,883
                                                                -----------    -----------

Gross profit                                                      2,125,176      1,954,203

Selling, general and administrative expenses                      1,765,392      2,077,339
                                                                -----------    -----------

Operating income (loss)                                             359,784       (123,136)
                                                                -----------    -----------

Other income (expenses):
   Interest expense                                                (544,564)      (626,490)
   Interest income and other                                        (64,286)       428,044
                                                                -----------    -----------

     Total other income (expenses)                                 (608,850)      (198,446)
                                                                -----------    -----------

Loss before income taxes and discontinued operations               (249,066)      (321,582)

Income tax  benefit                                                 119,629        217,689
                                                                -----------    -----------

Loss before discontinued operations                                (129,437)      (103,893)

Discontinued operations, net of income taxes                         (2,153)       267,846
                                                                -----------    -----------

Net income (loss)                                               $  (131,590)   $   163,953
                                                                ===========    ===========

Net income (loss) per share - basic and diluted:
     Before discontinued operations                             $      (.01)   $      (.01)
     Discontinued operations                                             --            .02
                                                                -----------    -----------

     Net income (loss) per share                                $      (.01)   $       .01
                                                                ===========    ===========
</TABLE>

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

                                       -4-

<PAGE>

                      OVERHILL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    For the Three Months Ended
                                                                           December 31,
                                                                   ----------------------------
                                                                       2001           2000
                                                                   ------------   -------------
<S>                                                                <C>            <C>
Cash flows provided by (used in) operating activities:
   Net income (loss)                                               $  (131,590)   $   163,953
   Adjustments to reconcile net income (loss) to net
     cash provided by (used in) operating activities:
       Depreciation and amortization                                   120,912        228,137
       Provision for doubtful accounts                                   5,577         96,976
       Interest accrual on notes to related party                      400,835        400,835
       (Income) loss on investment in limited
         liability company                                             248,778        (11,076)
       (Income) loss from discontinued operations                     (145,761)      (267,846)
   Changes in:
       Accounts and sales contracts receivable                       1,415,779        300,297
       Inventories                                                    (350,438)    (1,684,061)
       Prepaid expenses and other                                      100,939      1,104,719
       Accounts payable                                               (334,471)       926,398
       Accrued expenses and other                                     (279,049)    (1,393,258)
                                                                   -----------    -----------

           Net cash provided by (used in)
              operating activities                                   1,051,511       (134,926)
                                                                   -----------    -----------

Cash flows provided by (used in)
   investing activities:
     Notes and other receivables                                       429,750       (451,674)
     Receivables from related parties                                 (398,032)       (28,457)
     Capital expenditures, net                                        (193,274)      (279,299)
                                                                   -----------    -----------

           Net cash provided by (used in)
              investing activities                                 $  (161,556)   $  (759,430)
                                                                   -----------    -----------
</TABLE>

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

                                      -5-

<PAGE>

                      OVERHILL CORPORATION AND SUBSIDIARIES
           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (continued)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      For the Three Months Ended
                                                                             December 31,
                                                                     ----------------------------
                                                                          2001          2000
                                                                     ------------   -------------
<S>                                                                  <C>            <C>
Cash flows provided by (used in) financing activities:
     Net borrowings (principal payments) on line
        of credit arrangements                                       $    394,810   $  842,370
     Borrowings on other notes payable and long-term debt                       -      185,205
     Principal payments on  long-term debt                                      -     (344,150)
     Exercise of common stock options                                           -        7,500
     Repurchase of stock purchase warrants                                      -      (45,938)
                                                                     ------------   ----------

           Net cash provided by (used in)
              financing activities                                        394,810      644,987
                                                                     ------------   ----------

Net increase (decrease) in cash                                         1,284,765     (249,369)
Cash - beginning of period                                                686,382      963,387
                                                                     ------------   ----------

Cash - end of period                                                 $  1,971,147   $  714,018
                                                                     ============   ==========


Supplemental schedule of cash flow information:
   Cash paid during the period for :
     Interest                                                        $    129,650   $  186,173
     Income taxes                                                    $     58,000   $   50,000
</TABLE>

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

                                      -6-

<PAGE>
                      OVERHILL CORPORATION AND SUBSIDIARIES
              Notes to Consolidated Condensed Financial Statements
                                December 31, 2001

1. NATURE OF BUSINESS

   Overhill Corporation, formerly Polyphase Corporation, (the "Company") is a
   holding company that, through its subsidiaries, currently operates in
   forestry and timber related businesses. These operations are conducted
   through the Company's wholly-owned subsidiary Texas Timberjack, Inc.
   ("Timberjack" or "TTI") and TTI's majority-owned subsidiaries Southern Forest
   Products LLC ("SFP") and Wood Forest Products LLC ("WFP"). Through these
   entities, the Company distributes, leases and provides financing for
   construction and timber equipment and is also engaged in certain timber and
   sawmill operations.

   The Company's Board of Directors, in August 2001, approved a plan to spin off
   all of its shares of Overhill Farms, Inc. ("Overhill Farms") to the holders
   of the Company's common stock. Overhill Farms, a producer of high quality
   entrees, plated meals, meal components, soups, sauces and poultry, meat and
   fish specialties, previously comprised the Company's food segment. Overhill
   Farms has been accounted for as discontinued operations in the accompanying
   financial statements.

2. BASIS OF PRESENTATION

   The consolidated financial statements include the continuing operations and
   related accounts of the Company, its wholly-owned subsidiaries and its
   majority-owned subsidiaries. All material intercompany accounts and
   transactions are eliminated. Certain prior year amounts have been
   reclassified to conform to the current year presentation.

   The financial statements included herein have been prepared by the Company,
   without an audit, pursuant to the rules and regulations of the Securities and
   Exchange Commission. Certain information and footnote disclosures normally
   included in financial statements prepared in accordance with generally
   accepted accounting principles have been condensed or omitted pursuant to
   such rules and regulations. The Company believes that the disclosures are
   adequate to make the information presented not misleading. The information
   presented reflects all adjustments (consisting solely of normal recurring
   adjustments) which are, in the opinion of management, necessary for a fair
   statement of results for the interim periods when read in conjunction with
   the financial statements and the notes thereto included in the Company's
   latest financial statements filed as part of its Form 10-K for the year ended
   September 30, 2001.

   The balance sheet at September 30, 2001 has been derived from the audited
   financial statements at that date but does not include all of the information
   and footnotes required by accounting principles generally accepted in the
   United States for complete financial statements.

                                      -7-

<PAGE>

3. INVENTORIES

<TABLE>
<CAPTION>
   Inventories are summarized as follows:                        December 31,       September 30,
                                                                     2001               2001
                                                              ----------------    ---------------
     <S>                                                      <C>                 <C>
           Timber and construction equipment                  $     14,101,433    $    14,469,372
           Finished wood products                                    1,359,828          1,050,468
           Unharvested and harvested but unprocessed timber          1,263,974            854,957
                                                              ----------------    ---------------

                   Total                                      $     16,725,235    $    16,374,797
                                                              ================    ===============
</TABLE>

4. TAXES

   For the quarter ended December 31, 2001, the Company recorded a tax benefit
   to the extent that current and prior year operating losses reduce the income
   taxes attributable to the discontinued operations of Overhill Farms. This
   benefit amounted to approximately $120,000 for the current quarter and the
   results of operations of Overhill Farms included in the accompanying
   financial statements are presented net of income tax expense of the same
   amount. The Company continues to maintain a valuation allowance against all
   net deferred tax assets that relate to its continuing operations due to
   uncertainty with respect to the future recoverability of all such amounts.

5. DISCONTINUED OPERATIONS

   In August 2001, the Company's Board of Directors approved a plan to spin
   off all of the Company's shares of Overhill Farms to the holders of the
   Company's common stock. The transaction to effect the spin-off will result
   in the issuance, expected to be a tax free dividend to the Company's
   stockholders, of one share of Overhill Farms common stock for every two
   shares of the Company's common stock owned on the record date as
   established by the Board. The Company is currently in the process of
   completing the various steps necessary to effect the spin-off transaction.
   These steps include, among other things, obtaining final lender approvals,
   making necessary changes to Overhill Farms' capital structure to effect the
   distribution of the dividend, the updating and refiling of information with
   the Securities and Exchange Commission and finalizing a possible decision
   by management to eliminate all, or a part, of the intercompany receivable
   and payable accounts between the Company and Overhill Farms prior to the
   spin-off, which may include eliminating the contractualization previously
   anticipated for all or a part of such amounts.

                                      -8-

<PAGE>

     The operating results of Overhill Farms have been classified as
     discontinued operations in the accompanying financial statements for the
     periods ended December 31, 2001 and 2000 and are summarized as follows:

<TABLE>
<CAPTION>
                                                                                    For the Three Months Ended
                                                                                            December 31,
                                                                                    --------------------------
                                                                                        2001          2000
                                                                                    ------------  ------------
<S>                                                                                 <C>           <C>
           Net revenues                                                             $ 33,357,719  $ 38,478,489

           Gross profit                                                                5,184,865     6,646,054

           Operating income                                                            1,642,431     2,151,114

           Income before income taxes                                                    298,036       542,351

           Net income                                                               $    178,407  $    324,662


6.   EARNINGS PER SHARE

     The following table sets forth the computations of basic and diluted
     earnings per share:

                                                                                    For the Three Months Ended
                                                                                    --------------------------
                                                                                            December 31,
                                                                                    ------------  ------------
                                                                                        2001          2000
                                                                                    ------------  ------------


     Numerator:
       Income (loss) before discontinued operations                                 $   (129,437) $   (103,893)
       Discontinued operations                                                            (2,153)      267,846
                                                                                    ------------  ------------

       Net income (loss) attributable to common stockholders                        $   (131,590) $    163,953
                                                                                    ============  ============
     Denominator:
       Denominator for basic earnings
         per share - weighted average shares                                          18,615,464    17,823,387
                                                                                    ------------  ------------
       Effect of dilutive securities:
         Stock options                                                                         -        50,290
         Warrants                                                                              -             -
                                                                                    ------------  ------------
           Dilutive potential common shares                                                    -        50,290
                                                                                    ------------  ------------

     Denominator for diluted earnings per share                                       18,615,464    17,873,677
                                                                                    ============  ============
     Net income (loss) per share - basic and diluted:

         Before discontinued operations                                             $       (.01) $       (.01)
         Discontinued operations                                                               -           .02
                                                                                    ------------  ------------

           Net income per share                                                     $       (.01) $        .01
                                                                                    ============  ============
</TABLE>


                                      -9-

<PAGE>

7.   STOCKHOLDERS' EQUITY

     Stock Options-

     During the three months ended December 31, 2000, options to purchase 15,000
     shares at an exercise price of $.50 per share were exercised.

     Warrants-

     During the three months ended December 31, 2000, the Company repurchased
     warrants covering 210,000 shares exercisable at $1.125 per share for total
     consideration of approximately $46,000.


8.   INVESTMENT IN LIMITED LIABILITY COMPANY

     TTI has a 49.9% ownership in a construction related limited liability
     company (the "LLC"), which is accounted for under the equity method. TTI
     does not exercise control over this minority investment. TTI's initial
     capital investment in the LLC was nominal and its investment in the LLC is
     comprised primarily of related party receivables arising from operating
     advances and financed equipment sales to the LLC, with such sales being
     transacted primarily at Texas Timberjack's cost of acquiring the related
     equipment. During the quarter ended December 31, 2001, the net related
     party receivables from the LLC increased approximately $429,000 from
     September 30, 2001. Additionally, upon obtaining updated financial
     information from the LLC, the Company recorded a loss of approximately
     $249,000 relating to TTI's investment in the LLC during the quarter ended
     December 31, 2001.


9.   RECENT ACCOUNTING PRONOUNCEMENTS

     In June, 2001, the Financial Accounting Standards Board issued Statement
     No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"), which
     requires that goodwill no longer be amortized, but instead will be tested
     at least annually for impairment by reporting unit. The Company has elected
     to early adopt SFAS 142 as of October 1, 2001. The Company is currently
     reviewing the relevant provisions of SFAS 142 and has not yet determined
     whether the adoption will have an immediate effect on the carrying value of
     goodwill. However, amortization of goodwill, which amounted to
     approximately $71,000 for the three months ended December 31, 2000, before
     any related tax effects, was eliminated upon the adoption of SFAS 142.

                                      -10-

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Statements contained in this Form 10-Q that are not historical facts, including,
but not limited to, any projections contained herein, are forward-looking
statements and involve a number of risks and uncertainties. The actual results
of the future events described in such forward-looking statements in this Form
10-Q could differ materially from those stated in such forward-looking
statements. Among the factors that could cause actual results to differ
materially are: adverse economic conditions, industry competition and other
competitive factors, government regulation and possible future litigation.

Results of Operations

Net Revenues - For the three months ended December 31, 2001, revenues increased
$527,000 (6.4%) to $8,777,000 from $8,250,000 during the three months ended
December 31, 2000. This increase in revenues during the first quarter is due to
increased sales of $709,000 in the Company's equipment segment, while revenues
from the timber segment decreased by $182,000.

Gross Profits - For the quarter ended December 31, 2001, gross profits increased
$171,000 to $2,125,000 in the current year from $1,954,000 in the prior year,
due primarily to the increase in volume, as gross margin rates remained
generally unchanged between years.

Selling, General and Administrative Expenses - Selling, general and
administrative expenses for the three months ended December 31, 2001 decreased
$312,000 to $1,765,000 from $2,077,000 during the three months ended December
31, 2000, due to reductions in personnel costs in both the equipment and timber
segments of TTI, together with the adoption by TTI of SFAS 142 effective October
1, 2001, thereby eliminating the amortization of goodwill which amounted to
approximately $71,000 during the three months ended December 31, 2000.

Other Expenses - For the three months ended December 31, 2001, net other
expenses increased $411,000 to $609,000 in the current year from $198,000 for
the three months ended December 31, 2000. This decrease is largely attributable
to recorded losses related to Timberjack's 49.9% investment in a construction
company accounted for on the equity method. See "Management's Discussion and
Analysis--Related and Certain Other Parties."

Income Taxes - The Company records a tax benefit to the extent that current and
prior year operating losses reduce the income taxes attributable to the
discontinued operations of Overhill Farms. Accordingly, the results of
operations of Overhill Farms are presented within the consolidated financial
statements net of income tax expense of $120,000 for the three months ended
December 31, 2001 and $218,000 for the same period in 2000.

Liquidity and Capital Resources

Principal sources of liquidity for the Company are cash flow from operations,
cash balances and additional financing capacity. The Company's cash and cash
equivalents increased $1,285,000 to $1,971,000 at December 31, 2001 as compared
to $686,000 at September 30, 2001.

                                      -11-

<PAGE>

During the three months ended December 31, 2001, the Company's operating
activities resulted in a source of cash of approximately $1,052,000, compared to
a use of cash of $135,000 during the comparable period in the previous year. The
source of cash during the current year is related primarily to decreases in
trade accounts and sales contracts receivable, offset somewhat by increases in
inventories and by reductions in accounts payable and accrued expenses.

During the three months ended December 31, 2001, the Company's investing
activities resulted in a use of cash of approximately $162,000, compared to a
use of cash of $759,000 during the comparable period in the previous year. The
Company's use of cash during the current year resulted primarily from capital
expenditures by TTI, with decreases in notes and other receivables being
somewhat offset by increases in related party receivables.

During the three months ended December 31, 2001, the Company's financing
activities resulted in cash provided of approximately $395,000, compared to cash
provided of approximately $645,000 during the comparable period in the previous
year. The cash provided resulted from additional borrowings under Timberjack's
lines of credit.

The Company's note payable to Mr. Harold Estes has a current balance at December
31, 2001 of approximately $21.2 million, including accrued interest, and is
collateralized by the stock and certain assets of Texas Timberjack and matures
in October 2002. Since the note's inception in 1994, Mr. Estes and the Company
have agreed to a number of extensions of the maturity date and related terms of
this note. The Company intends to seek further extension of the maturity date
from Mr. Estes prior to its maturity. There can be no assurance, however, that
the maturity date of the note can be successfully extended on favorable terms,
or at all.

SFP's Quantum Fuel & Refining, Inc. subsidiary ("Quantum") has a note payable to
Mr. Estes. As of December 31, 2001, the note had a total unpaid balance,
including accrued interest, of approximately $1.5 million, bearing interest at
12%, with maturity in October 2002 and collateralized by the assets of Quantum.
Mr. Estes has agreed to previous extensions of the maturity date with Quantum,
including one extension since Quantum's acquisition by SFP. Timberjack intends
to seek further extension of the maturity date from Mr. Estes prior to its
maturity. There can be no assurance, however, that the maturity date of the note
can be successfully extended on favorable terms, or at all.

Texas Timberjack and SFP's notes payable to Bank of America, N.A. have a current
balance at December 31, 2001 of approximately $8.3 million and mature in March
2002. In each of the past several years, Texas Timberjack and SFP have
successfully renewed these notes with Bank of America, N.A. Timberjack intends
to renew these lines of credit prior to their maturity in March 2002. There can
be no assurance, however, that these lines of credit can be successfully renewed
on favorable terms, or at all.

Texas Timberjack guarantees on behalf of various customers certain lines of
credit and secured borrowings with banks and financial institutions, primarily
related to customer purchases of its equipment products. The portion of the
credit lines or secured borrowings guaranteed ranges from zero to 100% on a
customer-by-customer basis. Funds held in escrow by the lenders, amounting to
approximately $520,000 at December 31, 2001, are included in the consolidated
balance sheet as restricted cash and are fully offset by the Company's reserve
for credit guarantees. Historically, amounts held in escrow by lenders have been
sufficient to cover any losses incurred by Texas Timberjack as a result of these
guarantees. However, losses on

                                      -12-

<PAGE>

guarantees significantly in excess of amounts held in escrow by the
lenders could have a material impact on the Company's liquidity position and
results of operations.

Texas Timberjack has a 49.9% investment in a construction related business which
operates as a limited liability company. As of December 31, 2001, Timberjack has
guaranteed approximately $400,000 of indebtedness of this company. See
"Management's Discussion and Analysis--Related and Certain Other Parties."

The Company has various other commitments incurred through the ordinary course
of its business, primarily noncancelable operating leases related to its
facilities and equipment in Bon Weir, Texas and inventory purchase commitments
from three companies which supply the majority of its new units and parts. There
has been no significant change in the type or amount of these commitments since
September 30, 2001.

The Company believes that funds available to it from operations and existing
capital resources will be adequate for its capital requirements, including any
cash requirements resulting from the various commitments and contingencies
described above, for the next twelve months.

Related and Certain Other Parties

TTI has a 49.9% ownership in a construction related limited liability company
(the "LLC"), which is accounted for under the equity method. TTI does not
exercise control over this minority investment. TTI's initial capital investment
in the LLC was nominal and its investment in the LLC is comprised primarily of
related party receivables arising from operating advances and financed equipment
sales to the LLC, with such sales being transacted primarily at Texas
Timberjack's cost of acquiring the related equipment. During the quarter ended
December 31, 2001, the net related party receivables from the LLC increased
approximately $429,000 from September 30, 2001. Additionally, upon obtaining
updated financial information from the LLC, the Company recorded a loss of
approximately $249,000 relating to TTI's investment in the LLC during the
quarter ended December 31, 2001.

See "Management's Discussion and Analysis--Liquidity and Capital Resources" for
discussion of notes payable to Mr. Harold Estes, former owner and current
President of Texas Timberjack and holder of approximately 4,000,000 shares of
the Company's common stock.

In connection with the acquisition of TTI, the Company acquired a note
receivable from an officer of TTI collateralized by marketable securities and a
receivable from Mr. Estes for insurance premiums paid by TTI on his behalf. As
of December 31, 2001, such receivables have remained substantially unchanged
since September 30, 2001.

The former owner of Quantum is TTI's 25% minority partner in SFP. TTI's 25%
minority partner in SFP is a guarantor of TTI's and SFP's note payable to, and
SFP's revolving line of credit with, Bank of America, N.A. The father of TTI's
25% minority partner is a former officer of SFP. The Company's outstanding
receivables from this former officer of SFP, or from companies owned or
controlled by him, have not substantially changed since September 30, 2001.

                                      -13-

<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's interest expense is affected by changes in prime lending rates as
a result of its various line of credit arrangements. If these market rates were
to increase by an average of 1% in fiscal 2002, the Company's interest expense
for the next twelve months would increase by approximately $90,000, based on the
outstanding line of credit balances at December 31, 2001.

The Company's Texas Timberjack subsidiary periodically makes advances under
promissory notes to certain unrelated individuals and corporations. These notes
generally have fixed interest rates ranging from 10% to 18%, are generally due
within one year and, in a majority of cases, are collateralized by a variety of
marketable assets, primarily timber and land. The value of these notes is
subject to market risk due to changing interest rates and the condition of the
related collateral.

The Company does not own, nor does it have an interest in any other market risk
sensitive instruments.

                                      -14-

<PAGE>

                           PART II - OTHER INFORMATION

 Item 1.  Legal Proceedings

   During fiscal 1997, five substantially identical complaints were filed in the
   United States District Court for the District of Nevada against the Company
   and certain of its officers and directors. The lawsuits each sought
   certification as a class action and asserted liability based on alleged
   misrepresentations that the plaintiffs claimed resulted in the market price
   of the Company's stock being artificially inflated. The defendants filed
   motions to dismiss in each of the lawsuits. Without certifying the cases as
   class actions, the District Court consolidated the cases into a single
   action.

   In March 2000, the District Court dismissed the plaintiffs' claims against
   one of the Company's officers and directors and restricted the plaintiffs
   from pursuing a number of their claims against the other defendants. The
   Court also granted the remaining defendants leave to file motions for summary
   judgment. Motions for summary judgment were thereafter filed, pointing out
   that there was no evidence to support the plaintiffs' claims. In November
   2000, in a lengthy decision addressing the plaintiffs' claims against each of
   the remaining defendants, the District Court granted the motions for summary
   judgment, thereby disposing of all of the claims asserted by the plaintiffs.
   The plaintiffs then filed a motion for rehearing, which the Court denied in
   March 2001.

   The plaintiffs have appealed these decisions to the United States Court of
   Appeals for the Ninth Circuit. Appellate briefs have been filed by both
   sides, and oral argument in the Court of Appeals took place on February 13,
   2002.

   Recently, the plaintiffs requested the Ninth Circuit to enjoin the Company's
   proposed spin-off of Overhill Farms. The Court of Appeals denied the
   plaintiffs' request and directed them to address their request to the
   District Court. The plaintiffs thereafter filed an application with the
   District Court, which restrained the spin-off for a few days until a hearing
   could be conducted with respect to the proposed spin-off. Following a hearing
   at which counsel for all parties appeared, the District Court dissolved its
   temporary restraining order, thereby allowing the Company to proceed with the
   proposed spin-off. The plaintiffs have not appealed the most recent decision
   by the District Court.

   The Company and its subsidiaries are involved in certain legal actions and
   claims arising in the ordinary course of business. Management believes
   (based, in part, on the advice of legal counsel) that such litigation and
   claims will be resolved without material effect on the Company's financial
   condition, results of operations or cash flows.

                                      -15-

<PAGE>

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

   (a) Exhibits

       None

   (b) Reports on Form 8-K - No reports on Form 8-K were filed during the
   quarter ended December 31, 2001.

                                      -16-

<PAGE>

                                   SIGNATURES

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

                                             OVERHILL CORPORATION
                                             (Registrant)

Date:   February 18, 2002                    By: /s/ James Rudis
                                                --------------------------
                                             James Rudis
                                             Chairman, President and
                                             Chief Executive Officer

Date:   February 18, 2002                    By: /s/ William E. Shatley
                                                --------------------------
                                             William E. Shatley
                                             Senior Vice President and
                                             Chief Financial Officer

                                      -17-