<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 June 30, 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                                 17,827,464
                                                   -----------------------------
                                                   Outstanding at August 6, 2001
<PAGE>

                             OVERHILL CORPORATION
                                   FORM 10-Q
                          QUARTER ENDED JUNE 30, 2001

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

                               TABLE OF CONTENTS
                               -----------------

PART I. FINANCIAL INFORMATION                                    Page No.
-----------------------------                                    --------

Item 1. Financial Statements

Consolidated Condensed Balance Sheets as of
   June 30, 2001 and September 30, 2000                                2

Consolidated Condensed Statements of
  Operations for the Three Months Ended
  June 30, 2001 and 2000                                               4

Consolidated Condensed Statements of
  Operations for the Nine Months Ended
  June 30, 2001 and 2000                                               5

Consolidated Condensed Statements of
  Cash Flows for the Nine Months Ended
  June 30, 2001 and 2000                                               7

Notes to Consolidated Condensed Financial Statements                   9

Item 2. Management's Discussion and Analysis of
  Financial Condition and Results of Operations                       15

Item 3. Quantitative and Qualitative Disclosures about Market Risk    16

PART II - OTHER INFORMATION
---------------------------

Item 1.  Legal Proceedings                                            17

Item 6.  Exhibits and Reports on Form 8-K                             17

Signature Page                                                        18

                                      -1-
<PAGE>

                     OVERHILL CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED CONDENSED BALANCE SHEETS


                                    Assets
<TABLE>
<CAPTION>
                                                                June 30,      September 30,
                                                              ------------    ------------
                                                                  2001            2000
                                                              ------------    ------------
                                                               (Unaudited)
<S>                                                            <C>             <C>
Current assets:
 Cash                                                         $  1,145,049    $  1,522,347
 Receivables, net of allowance for doubtful
  accounts of $403,358 and $433,359
   Trade accounts                                               18,990,666      20,399,265
   Current portion of sales contracts                            3,855,959       4,145,318
   Notes                                                         4,041,037       3,642,112
 Inventories                                                    36,159,511      36,120,187
 Prepaid expenses and other                                      3,480,200       3,062,932
                                                              ------------    ------------
    Total current assets                                        67,672,422      68,892,161
                                                              ------------    ------------
Property and equipment:
 Land                                                              432,000         432,000
 Buildings and improvements                                      3,840,128       3,792,009
 Machinery, equipment and other                                 13,090,640      11,986,465
                                                              ------------    ------------
                                                                17,362,768      16,210,474
 Less-Accumulated depreciation                                  (8,985,957)     (8,281,568)
                                                              ------------    ------------
                                                                 8,376,811       7,928,906
                                                              ------------    ------------
Other assets:
 Noncurrent receivables, net of allowance for
   doubtful accounts of $1,200,000
    Sales contracts                                              2,318,745       2,094,718
    Related parties                                              2,039,374       1,202,183
 Excess of cost over fair value of net assets
   of businesses acquired, net of accumulated
   amortization of $5,522,522 and $4,687,461                    16,079,292      16,881,886
 Other intangible assets                                         1,302,993       1,734,858
 Restricted cash                                                   518,688         633,124
 Assets held for sale                                            1,926,264       1,926,264
 Other                                                           3,377,676       3,338,653
                                                              ------------    ------------
                                                                27,563,032      27,811,686
                                                              ------------    ------------
                                                              $103,612,265    $104,632,753
                                                              ============    ============
</TABLE>

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

                                      -2-
<PAGE>

                     OVERHILL CORPORATION AND SUBSIDIARIES
               CONSOLIDATED CONDENSED BALANCE SHEETS (continued)

                     Liabilities and Stockholders' Equity
<TABLE>
<CAPTION>

                                                        June 30,     September 30,
                                                      ------------   -------------
                                                          2001           2000
                                                      ------------   -------------
                                                       (Unaudited)
<S>                                                   <C>             <C>
Current liabilities:
 Notes payable                                        $  8,611,179   $   7,674,131
 Accounts payable                                       17,988,892      14,903,684
 Accrued expenses and other                              3,184,337       4,004,971
 Current maturities of long-term debt                    2,880,763       3,891,579
                                                      ------------   -------------
    Total current liabilities                           32,665,171      30,474,365

Long term debt, less current maturities                 35,156,299      40,859,613
Note payable and accrued interest to related party      21,936,796      20,746,384
Reserve for credit guarantees                              518,688         633,124
                                                      ------------   -------------
    Total liabilities                                   90,276,954      92,713,486
                                                      ------------   -------------

Warrants to purchase common stock
 in subsidiary                                           3,104,972       2,806,175

Stockholders' equity:
 Common stock, $.01 par value, authorized
   100,000,000 shares, issued and outstanding
   17,827,464 and 17,812,464 shares                        178,275         178,125
 Paid-in capital                                        27,612,146      27,650,734
 Accumulated deficit                                   (17,560,082)    (18,715,767)
                                                      ------------   -------------
    Total stockholders' equity                          10,230,339       9,113,092
                                                      ------------   -------------
                                                      $103,612,265   $ 104,632,753
                                                      ============   =============
</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 June 30,
                                                            ------------------------
                                                                2001         2000
                                                            -----------  -----------
<S>                                                         <C>          <C>
Net revenues                                                $53,500,367  $46,647,829

Cost of sales                                                43,695,938   37,509,993
                                                            -----------  -----------

Gross profit                                                  9,804,429    9,137,836

Selling, general and administrative expenses                  7,102,874    6,390,444
                                                            -----------  -----------

Operating income                                              2,701,555    2,747,392
                                                            -----------  -----------

Other income (expenses):
 Interest expense                                            (1,980,034)  (2,040,163)
 Interest income and other                                       46,519      318,144
                                                            -----------  -----------

  Total other income (expenses)                              (1,933,515)  (1,722,019)
                                                            -----------  -----------

Income before income taxes and income allocable
 to subsidiary warrant holder                                   768,040    1,025,373

Income taxes                                                          -            -

Income allocable to subsidiary warrant holder                  (128,522)           -
                                                            -----------  -----------

Net income                                                  $   639,518  $ 1,025,373
                                                            ===========  ===========

Net income per share - basic and diluted                    $       .04  $       .06
                                                            ===========  ===========
</TABLE>


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

                                      -4-
<PAGE>

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



<TABLE>
<CAPTION>
                                                         For the Nine Months Ended
                                                                  June 30,
                                                        ----------------------------
                                                            2001            2000
                                                        ------------    ------------
<S>                                                     <C>             <C>
Net revenues                                            $149,346,356    $134,578,013

Cost of sales                                            121,550,976     107,201,464
                                                        ------------    ------------

Gross profit                                              27,795,380      27,376,549

Selling, general and administrative expenses              20,659,343      18,683,658
                                                        ------------    ------------

Operating income                                           7,136,037       8,692,891
                                                        ------------    ------------
Other income (expenses):
 Interest expense                                         (6,185,706)     (6,114,518)
 Interest income and other                                   504,151         650,020
                                                        ------------    ------------

  Total other income (expenses)                           (5,681,555)     (5,464,498)
                                                        ------------    ------------

Income before income taxes, income allocable to
 subsidiary warrant holder and extraordinary item          1,454,482       3,228,393

Income taxes                                                       -        (112,442)

Income allocable to subsidiary warrant holder               (298,797)              -
                                                        ------------    ------------

Income before extraordinary item                           1,155,685       3,115,951

Extraordinary item--early extinguishment of debt                   -      (1,290,431)
                                                        ------------    ------------

Net income                                                 1,155,685       1,825,520

Gain on reacquired preferred stock                                 -         351,457
                                                        ------------    ------------

Net income attributable to common stockholders          $  1,155,685    $  2,176,977
                                                        ============    ============
</TABLE>

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

                                      -5-
<PAGE>

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


<TABLE>
<CAPTION>
                                                         For the Nine Months Ended
                                                                  June 30,
                                                        ----------------------------
                                                            2001            2000
                                                        ------------    ------------
<S>                                                     <C>             <C>
Net income per share - basic and diluted:
  Before extraordinary item                             $        .06    $        .19
  Extraordinary item                                               -            (.07)
                                                        ------------    ------------
   Net income per share:                                $        .06    $        .12
                                                        ============    ============
</TABLE>

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

                                      -6-
<PAGE>

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


<TABLE>
<CAPTION>
                                                                 For the Nine Months Ended
                                                                         June 30,
                                                                 -------------------------
                                                                     2001         2000
                                                                 -----------   -----------
<S>                                                              <C>           <C>
Cash flows provided by (used in) operating activities:
 Net income                                                      $ 1,155,685   $ 1,825,520
 Adjustments to reconcile net income to net
  cash provided by (used in) operating
  activities:
   Depreciation and amortization                                   2,524,965     2,485,264
   Provision for doubtful accounts                                   224,421        74,820
   Income allocable to subsidiary warrant holder                     298,797             -
   Extraordinary item                                                      -     1,290,431
 Changes in:
   Accounts and sales contracts receivable                         1,249,510    (2,531,951)
   Inventories                                                       (39,324)   (2,675,084)
   Prepaid expenses and other                                       (456,291)   (1,036,006)
   Accounts payable                                                3,085,208     1,080,390
   Accrued expenses and other                                        369,778       611,597
                                                                 -----------   -----------
     Net cash provided by (used in)
      operating activities                                         8,412,749     1,124,981
                                                                 -----------   -----------
Cash flows provided by (used in) investing activities:
  Notes and other receivables                                       (398,925)     (522,146)
  Receivables from related parties                                  (837,191)     (218,072)
  Capital expenditures, net                                       (1,307,911)     (769,029)
                                                                 -----------   -----------
     Net cash provided by (used in)
      investing activities                                       $(2,544,027)  $(1,509,247)
                                                                 -----------   -----------
</TABLE>

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

                                      -7-
<PAGE>

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


<TABLE>
<CAPTION>
                                                          For the Nine Months Ended
                                                                   June 30,
                                                          --------------------------
                                                              2001          2000
                                                          -----------   ------------
<S>                                                       <C>           <C>
Cash flows provided by (used in) financing activities:

  Net borrowings (principal  payments) on line
   of credit arrangements                                 $(2,850,462)  $  2,586,035
  Borrowings on other notes payable and long-term debt        185,205     28,282,602
  Principal payments on long-term debt                     (3,542,325)    (1,534,372)
  Repayment of subordinated debt                                    -    (22,675,000)
  Exercise of common stock options                              7,500              -
  Repurchase of stock purchase warrants                       (45,938)             -
  Redemption of Overhill Farms warrants                             -     (3,700,000)
  Deferred financing costs                                          -     (1,832,907)
  Repurchase of preferred stock                                     -       (450,000)
                                                          -----------   ------------
     Net cash provided by (used in)
      financing activities                                 (6,246,020)       676,358
                                                          -----------   ------------

Net increase (decrease) in cash                              (377,298)       292,092
Cash - beginning of period                                  1,522,347        375,408
                                                          -----------   ------------

Cash - end of period                                      $ 1,145,049   $    667,500
                                                          ===========   ============

Supplemental schedule of cash flow information:

 Cash paid during the period for :
  Interest                                                $ 4,499,417   $  4,465,218
  Income taxes                                            $    78,764   $     19,858
</TABLE>


Supplemental schedule of noncash investing and financing activities:

In November 1999, in connection with the Overhill Farms refinancing, warrants
were issued having an estimated fair market value of $2,370,000.



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

                                      -8-
<PAGE>

                     OVERHILL CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Condensed Financial Statements
                                 June 30, 2001



1.  NATURE OF BUSINESS

  Overhill Corporation, formerly Polyphase Corporation, (the "Company") is a
  diversified holding company that, through its subsidiaries, operates in two
  industry segments: the food segment and the forestry segment. The food segment
  (the "Food Group"), which consists of the Company's 99% owned subsidiary,
  Overhill Farms, Inc. ("Overhill"), produces high quality entrees, plated
  meals, soups, sauces and poultry, meat and fish specialities. The Company's
  ownership of Overhill is subject to warrants outstanding to purchase a
  minority position in Overhill. The forestry segment (the "Forestry Group"),
  which consists of the Company's wholly-owned subsidiary Texas Timberjack, Inc.
  ("Timberjack" or "TTI") and its majority-owned subsidiaries Southern Forest
  Products LLC ("SFP") and Wood Forest Products LLC ("WFP"), distributes, leases
  and provides financing for industrial and commercial timber equipment and is
  also engaged in certain related timber and sawmill operations.


2.  BASIS OF PRESENTATION

  The consolidated financial statements include the accounts of the Company, its
  wholly-owned subsidiaries and its majority-owned subsidiaries. All material
  intercompany accounts and transactions have been 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 Form 10-K for the year ended September 30, 2000.

                                      -9-
<PAGE>

3.  INVENTORIES

 Inventories are summarized as follows:     June 30,      September 30,
                                              2001            2000
                                           -----------    ------------
  Finished goods                           $25,919,170    $ 26,179,043
  Raw materials                             10,310,077      10,091,144
  Inventory reserve                            (69,736)       (150,000)
                                           -----------    ------------
   Total                                   $36,159,511    $ 36,120,187
                                           ===========    ============

  As of June 30, 2001 and September 30, 2000, finished goods inventories
  consisted of approximately $9,356,000 and $9,655,000 in inventories at the
  Food Group, $15,800,000 and $15,690,000 in timber and logging related
  equipment, and $763,000 and $834,000 in finished wood products, respectively.
  As of June 30, 2001 and September 30, 2000, raw materials inventories
  consisted of approximately $9,090,000 and $9,289,000 in inventories at the
  Food Group and $1,220,000 and $802,000 in both unharvested and harvested but
  unprocessed timber, respectively.


4.  TAXES

  For the nine months ended June 30, 2001, the actual income tax expense
  attributable to income from continuing operations differed from the net
  amounts recorded by the Company. The Company's subsidiaries recorded a
  provision for income taxes of approximately $1,200,000, based upon their
  effective tax rates determined as if they were separate taxpayers; the Company
  then applied a like amount of its existing valuation allowance as a reduction
  of this amount, resulting in a net income tax provision for the period of
  zero. The Company continues to maintain a valuation allowance against a
  portion of its deferred tax assets due to uncertainty with respect to the
  future recoverability of all such amounts.


5.  LONG-TERM DEBT

  In November 1999, Overhill Farms, Inc. refinanced substantially all its
  existing debt. The new facility amounted to $44 million, consisting of a $16
  million line of credit provided by Union Bank of California, N.A. ("Union
  Bank"), together with $28 million in the form of a five-year term loan
  provided by Levine Leichtman Capital Partners II, L.P. ("LLCP").

  The line of credit with Union Bank expires in November 2002 and provides for
  borrowings limited to the lesser of $16 million or an amount determined by a
  defined borrowing base consisting of eligible receivables and inventories.
  Borrowings under the line bear interest at a rate, as selected by Overhill at
  the time of borrowing, of prime plus .25% or LIBOR plus 2.75%. The agreement
  contains various covenants including restrictions on capital expenditures,
  requirements to maintain specified net worth levels and debt service ratios,
  and generally prohibits loans, advances or dividends from Overhill to the
  Company and limits payments of taxes and other expenses to the parent company
  to specified levels.  The line of credit is guaranteed by the Company and
  collateralized by certain assets of Overhill and the Overhill common stock
  owned by the Company.

                                      -10-
<PAGE>

  The term loan with LLCP is a secured senior subordinated note bearing interest
  at 12% per annum, with interest payable monthly until maturity in October
  2004.  Principal payments in an amount equal to 50% of the excess cash flow,
  as defined, for Overhill's previous fiscal year are also payable annually;
  such payment in the amount of $2,020,000 was paid in January 2001. Voluntary
  principal payments are permitted after October 31, 2001, subject to certain
  prepayment penalties. The agreement contains various covenants including
  restrictions on capital expenditures, minimum EBITDA and net worth levels, and
  specified debt service and debt to equity ratios.  In addition, the terms of
  the agreement restrict changes in control, generally prohibit loans, dividends
  or advances by Overhill to the Company and limit payments of taxes and other
  expenses to the parent company to specified levels. The term loan with LLCP is
  guaranteed by the Company and collateralized by certain assets of Overhill.
  The agreement also requires Overhill to pay to LLCP, during each January,
  annual consulting fees of $180,000.

  In connection with the agreement, LLCP was issued warrants to purchase 17.5%
  of the common stock of Overhill, exercisable immediately at a nominal exercise
  price. During the first two years following the date of the agreement,
  Overhill has the right to repurchase 5% of Overhill's shares from LLCP for $3
  million and/or to repurchase all 17.5% of the Overhill shares subject to the
  LLCP warrant within five days of the term loan being repaid at their then
  determined fair market value.  If such shares are not purchased, LLCP will be
  entitled under the agreement to receive a cash payment of $500,000 from
  Overhill.  At the date of issuance, the warrants granted to LLCP were
  estimated to have a fair value of $2.37 million.

  As a result of the transactions, Overhill repaid in full the $22.7 million
  senior subordinated notes and the $9.7 million balance of its revolving line
  of credit with previous lenders. Additionally, Overhill repurchased, for $3.7
  million, the warrants held by a previous lender to purchase 30% of Overhill's
  common stock; the excess of such repurchase amount over the carrying value of
  the warrant amounted to approximately $2.3 million and was recorded as
  goodwill. In connection with the refinancing, Overhill was permitted to make a
  one-time advance of $1.25 million to the Company for working capital and other
  specified purposes. Overhill incurred costs and expenses in connection with
  the refinancing totaling approximately $1.9 million, substantially all of
  which has been, or will be, paid to the lenders. The early extinguishment of
  the previous indebtedness resulted in an extraordinary loss of approximately
  $1.3 million (net of a $500,000 refund for early payment of the senior
  subordinated notes) during the nine months ended June 30, 2000.

                                      -11-
<PAGE>

6.  EARNINGS PER SHARE

  The following tables set forth the computations of basic and diluted earnings
  per share:

                                                     For the Three Months Ended
                                                              June 30,
                                                    ---------------------------
                                                        2001           2000
                                                    -----------     -----------
  Numerator:
     Net income                                     $   639,518     $ 1,025,373
                                                    ===========     ===========
  Denominator:
   Denominator for basic earnings per share-
     weighted average shares                         17,827,464      17,812,464
                                                    -----------     -----------
   Effect of dilutive securities:
     Stock options                                       44,576          75,329
     Warrants                                                 -               -
                                                    -----------     -----------
       Dilutive potential common shares                  44,576          75,329
                                                    -----------     -----------

   Denominator for diluted earnings per share        17,872,040      17,887,793
                                                    ===========     ===========

       Net income per share - basic and diluted     $       .04     $       .06
                                                    ===========     ===========

                                      -12-
<PAGE>

<TABLE>
<CAPTION>
                                                        For the Nine Months Ended
                                                                June 30,
                                                       ----------------------------
                                                           2001            2000
                                                       -----------      -----------
<S>                                                    <C>              <C>
Numerator:
 Income before extraordinary item                      $ 1,155,685      $ 3,115,951
 Gain on reacquired preferred stock                              -          351,457
                                                       -----------      -----------
                                                         1,155,685        3,467,408

 Extraordinary item                                              -       (1,290,431)
                                                       -----------      -----------

   Net income attributable to common stockholders      $ 1,155,685      $ 2,176,977
                                                       ===========      ===========
Denominator:
 Denominator for basic earnings per share-
  weighted average shares                               17,826,090       17,812,464
                                                       -----------      -----------
 Effect of dilutive securities:
  Convertible preferred stock                                    -          358,618
  Stock options                                             52,541            6,019
  Warrants                                                       -                -
                                                       -----------      -----------
   Dilutive potential common shares                         52,541          364,637
                                                       -----------      -----------
   Denominator for diluted earnings per share           17,878,631       18,177,101
                                                       ===========      ===========
  Net income per share - basic and diluted:

     Before extraordinary item                         $       .06      $       .19

     Extraordinary item                                          -             (.07)
                                                       -----------      -----------
      Net income per share                             $       .06      $       .12
                                                       ===========      ===========
</TABLE>

                                      -13-
<PAGE>

7.  STOCKHOLDERS' EQUITY

    Stock Options

    During the period ended June 30, 2001, options to purchase 15,000 shares of
    the Company's common stock, at an exercise price of $.50 per share, were
    exercised.

    Warrants

    During the period ended June 30, 2001, the Company repurchased warrants
    covering 210,000 shares of its common stock, exercisable at $1.125 per
    share, for total consideration of approximately $46,000.


    Subsidiary Warrants

    During the period ended June 30, 2001, warrants issued in 1997 to purchase
    1% of the common stock of Overhill Farms, Inc., at an exercise price of
    $50,000, were exercised.


    Convertible Preferred Stock

    During November 1999, the Company and Infinity Investors Limited, the holder
    of a series of the Company's preferred stock, entered into an agreement
    whereby, among other things, the Company agreed to repurchase all remaining
    preferred stock owned by Infinity, including all accrued but unpaid
    dividends, for $450,000 cash, and Infinity agreed to the dismissal of all
    litigation against the Company with respect to various matters related to
    its ownership of the preferred stock. As a result of the settlement, the
    Company recorded a gain of approximately $351,000, related to the difference
    in the carrying value of the preferred stock plus the accrued dividends and
    the settlement amount. Such amount was accounted for by recording a
    reduction of the Company's accumulated deficit during the nine months ended
    June 30, 2000.


8.  RECENT ACCOUNTING PRONOUNCEMENT

    In June 2001, the Financial Accounting Standards Board issued Statement No.
    142, "Goodwill and Other Intangible Assets" (SFAS 142), which requires that
    goodwill will no longer be amortized but instead will be tested at least
    annually for impairment by reporting unit. The Company is required to adopt
    SFAS 142 effective as of October 1, 2002, though early adoption as of
    October 1, 2001 is permitted. The Company is currently in the process of
    evaluating the relevant provisions of SFAS 142 and has not yet determined
    when SFAS 142 will be adopted or whether the adoption of SFAS 142 will have
    an immediate effect on the financial statements. However, amortization of
    goodwill, which amounted to approximately $835,000 and $683,000 for the nine
    month periods ended June 30, 2001 and 2000, respectively, before any related
    tax effects, will be eliminated upon the adoption of SFAS 142.


                                      -14-
<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

Revenues for the nine months ended June 30, 2001 increased $14,768,000 (11%) to
$149,346,000 from $134,578,000 during the nine months ended June 30, 2000. The
increase in revenues is primarily attributable to sales gains by Overhill. Gross
profits increased only $418,000 to $27,795,000 in the current year from
$27,377,000 in the comparable period in 2000, due to a decrease in gross margin
rates to 18.6% in the current year as compared to 20.3% in the comparable period
in fiscal 2000. During the current nine month period, operating income decreased
to $7,136,000 from $8,693,000 in fiscal 2000.

Consolidated income before extraordinary item for the nine months ended June 30,
2001 decreased to $1,156,000 from $3,116,000 during the nine months ended June
30, 2000. After the effect in the prior year of an extraordinary expense of
$1,290,000 related to the early extinguishment of debt in connection with major
refinancing by Overhill Farms, and a gain of $351,000 on the reacquisition of
preferred stock, net income attributable to common stockholders amounted to
$1,156,000 ($.06 per share) in the current year compared to $2,177,000 ($.12 per
share) in fiscal 2000.

The Food Group's revenues increased $15,640,000 (15%) to $119,586,000 for the
nine months ended June 30, 2001 as compared to $103,946,000 for the nine months
ended June 30, 2000. Gross profits increased $1,040,000 to $21,575,000, compared
to $20,535,000 in the prior year. A decrease in the gross margin rate to 18.0%
in 2001 from 19.8% in 2000, as well as an increase in operating expenses, were
both attributable, in part, to startup expenses related to the Chicago Brothers
acquisition and increased energy costs in the California based facilities and
resulted in a decrease in operating income to $7,339,000 in 2001 from $8,204,000
in 2000.

Revenues for the Forestry Group for the nine months ended June 30, 2001
decreased $872,000 (2.8%) to $29,760,000 from $30,632,000 for the nine months
ended June 30, 2000. Operating income for the same period decreased $403,000 to
$370,000 for the nine months ended June 30, 2001 from $773,000 for the nine
months ended June 30, 2000. These decreases are due to a continued softness in
the East Texas timber market, affecting both the Texas Timberjack core equipment
business as well as its sawmill operations.

                                      -15-
<PAGE>

Liquidity and Capital Resources

During the nine months ended June 30, 2001, the Company's operating activities
resulted in cash provided of approximately $8,413,000, as compared to cash
provided of $1,125,000 during the comparable period in fiscal 2000. The cash
provided in the current year is primarily due to the operations of Overhill
Farms, with decreases in receivables and increases in trade accounts payable.

During the nine months ended June 30, 2001, the Company's investing activities
resulted in a use of cash of approximately $2,544,000, as compared to a use of
cash of $1,509,000 during the comparable period in fiscal 2000. The Company's
use of cash in the current year resulted from increases in notes and related
party receivables by Texas Timberjack and from capital expenditures by both
operating units.

During the nine months ended June 30, 2001, the Company's financing activities
resulted in a use of cash of approximately $6,246,000, as compared to cash
provided of $676,000 during the comparable period in fiscal 2000. The use of
cash in the current year resulted consisted primarily of principal payments on
indebtedness by Overhill Farms.

The Company believes that funds available to it from operations and existing
capital resources will be adequate for its capital requirements for the next
twelve months.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company's interest expense is affected by changes in prime and LIBOR rates
as a result of its various line of credit arrangements.  If these market rates
increase by an average of 1%, the Company's interest expense for the next twelve
months would increase by approximately $215,000, based on the outstanding line
of credit balances at June 30, 2001.

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

                                      -16-
<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 current and past officers and directors. The complaints 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. 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 the
evidence did not support the plaintiffs' claims. In November 2000, in a lengthy
decision addressing the plaintiffs' claims against each of the remaining
defendants, the 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 decision
in these suits, which the Company maintained all along were without merit, has
now been appealed by the plaintiffs to the United States Court of Appeals for
the Ninth Circuit.

The Company and its subsidiaries are involved in certain legal actions and
claims arising in the ordinary course of business.  However, management believes
(based, in part, on 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.

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 June 30, 2001.

                                      -17-
<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:  August 8, 2001                    By: /s/ James Rudis
                                             --------------------------------
                                             James Rudis
                                             Chairman, President and
                                             Chief Executive Officer


Date:  August 8, 2001                    By: /s/ William E. Shatley
                                             --------------------------------
                                             William E. Shatley
                                             Senior Vice President and
                                             Chief Financial Officer

                                      -18-