Item 2.02. Results of Operations and Financial Condition.

On February 6, 2009 Monterey Gourmet Foods, Inc. (the "Company") issued a press release regarding the Company's projected net sales and estimated non-cash write down for its fourth quarter ended December 31, 2008, its cash position and debt position as of December 31, 2008. The full text of the Company's press release is attached hereto as Exhibit 99.1.

The information in this report and the attached exhibit is being furnished pursuant to Item 2.02 of this Form 8-K and shall not be deemed "filed" with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01. Financial Statements and Exhibits.

Exhibit Description No. 99.1 February 6, 2009 Press Release by Monterey Gourmet Foods, Inc.

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