THE COMPANY

Armanino Foods of Distinction, Inc. (the "Company"), is a Colorado corporation incorporated in 1986. The Company is currently engaged in the production and marketing of upscale and innovative frozen and refrigerated food products, including pesto and other sauces, stuffed and flat pasta products, focaccia, cooked meat and poultry products and garlic spread/dip products.

The Company's business began in 1978 as Armanino Frozen Foods, a division of Armanino Marketing Corp., which started producing frozen pesto sauce. In January 1987, substantially all of the business conducted by Armanino Frozen Foods division was transferred to Armanino Foods of...