```
**SECURITIES AND EXCHANGE COMMISSION
                                   WASHINGTON, D.C. 20549

                                        FORM 10-QSB

                         Quarterly Report Under Section 13 or 15(d)
                           of the Securities Exchange Act of 1934

                       For The Quarterly Period Ended March 31, 2004

                             Commission File Number: 001-31816

                           Centennial Specialty Foods Corporation**
             (Exact name of registrant as specified in its charter as amended)

                   Colorado                                    55-0825751
---------------------------------------------       --------------------------------
(State or other jurisdiction of incorporation       (IRS Employer Identification No.)
               or organization)

          10700 E. Geddes Ave. #170,
             Centennial, Colorado                                 80112
----------------------------------------------   -----------------------------------
   (Address of principal executive offices)                    (Zip Code)

                                   (303) 292-4018
                (Registrant'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 Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that 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 ______

Number shares of common stock outstanding at the latest  practicable date: April
30, 2004: 5,050,000.

                                           **INDEX
                                           -----**

Part I - Financial Information

   Item 1 - Financial Statements

      Consolidated Balance Sheets as of March 31, 2004 (Unaudited) and      December 31, 2003Consolidated Unaudited Statements of Operations For the Three Months      Ended March 31, 2004 and March 31, 2003Consolidated Unaudited Statements of Cash Flows For the Three      Months Ended March 31, 2004 and March 31, 2003Notes to Consolidated Unaudited Financial StatementsItem 2 - Management's Discussion and Analysis of Financial Condition       and Results of OperationsItem 3 - Controls and ProceduresPart II - Other InformationSignature Page**CENTENNIAL SPECIALTY FOODS CORPORATION AND SUBSIDIARY

                                Consolidated Balance Sheets**

                                                           March 31,      December 31,
                                                            2004              2003
                                                         ------------     ------------
                        Assets

Current assets
  Cash and cash equivalents                              $  1,064,275     $  6,076,479
  Accounts receivable, net of allowance for doubtful
   accounts of $25,483 and $25,483, respectively              238,844          303,848
  Inventory, net                                            1,909,786        1,043,540
  Prepaid expenses                                            164,091          186,086
                                                         ------------     ------------
      Total current assets                                  3,376,996        7,609,953
                                                         ------------     ------------

Non-current assets
  Property, plant and equipment, net                        6,074,807        6,112,215
  Goodwill, net                                             1,634,079        1,634,079
  Other assets                                                 77,671           70,000
  Other long-term receivable                                        -          170,000
                                                         ------------     ------------
      Total non-current assets                              7,786,557        7,986,294
                                                         ------------     ------------

Total assets                                            $  11,163,553    $  15,596,247
                                                        =============    =============

         Liabilities and Stockholders' Equity

Current liabilities
  Accounts payable - trade                               $    617,367     $  1,022,268
  Accrued liabilities                                         306,172          556,652
  Accrued dividends payable                                   250,000          172,603
  Related party payable                                        20,394          365,394
  Current portion of long-term debt                                 -          750,250
  Note payable - stockholder                                        -          908,900
  Income taxes payable                                         21,482           21,482
                                                         ------------     ------------
      Total current liabilities                             1,215,415        3,797,549

Long-term debt                                              2,052,698        3,503,454
Deferred tax liability                                        475,234          530,662
                                                         ------------     ------------
      Total long-term liabilities                           2,527,932        4,034,116
                                                         ------------     ------------
      Total liabilities                                     3,743,347        7,831,665
                                                         ------------     ------------

Commitments and contingencies

Stockholders' equity
  Preferred stock (liquidation preference
   $10,000,000), 3,000,000 shares authorized,
   2,000,000 shares issued and outstanding, $5 stated
   value, 10% dividend                                      2,334,785        2,334,785
  Common stock, $0.0001 par value, 47,000,000 shares
   authorized, 5,050,000 shares issued and outstanding            505              505
  Additional paid-in capital                                5,794,036        5,794,036
  Accumulated deficit                                        (709,120)        (364,744)
                                                         ------------     ------------
      Total stockholders' equity                            7,420,206        7,764,582
                                                         ------------     ------------

Total liabilities and stockholders' equity              $  11,163,553    $  15,596,247
                                                        =============    =============

                See notes to consolidated financial statements.

**Consolidated Statements of Operations**

                                                             For the Three Months Ended
                                                                      March 31,
                                                             --------------------------
                                                                2004           2003
                                                             ------------   -----------

Net sales                                                    $  1,127,483   $ 1,196,062

Cost of goods sold                                                746,175       746,069
                                                             ------------   -----------

Gross profit                                                      381,308       449,993

Selling, general and administrative expenses                      577,688       386,230
                                                             ------------   -----------

Income (loss) from operations                                    (196,380)       63,763
                                                             ------------   -----------

Other income (expense)
  Interest expense                                               (112,005)     (127,013)
  Rent income                                                     158,581       158,581
                                                             ------------   -----------
      Total other income                                           46,576        31,568
                                                             ------------   -----------

Income (loss) before income taxes                                (149,804)       95,331
                                                             ------------   -----------
  Income tax benefit - current                                          -            -
  Income tax expense - deferred                                    55,428            -

  Income tax expense - proforma                                        -       (35,272)
                                                             ------------      -------

      Total income tax benefit (expense)                           55,428      (35,272)
                                                             ------------      -------

Net income (loss)                                            $    (94,376)  $    60,059
                                                             ============   ===========

Net income (loss) before preferred stock
 dividend                                                    $    (94,376)  $    60,059

Preferred stock dividend                                         (250,000)           -
                                                             ------------   ----------

Net income (loss) available to common
 shareholders                                                    (344,376)       60,059
                                                             ============   ===========

Basic and diluted net income (loss) per
 common share                                                $      (0.07)  $      0.02
                                                             ============   ===========

Basic and diluted weighted average common
 shares outstanding                                             5,050,000     3,500,000
                                                             ============   ===========

                      See notes to consolidated financial statements.

                           Consolidated Statements of Cash Flows

                                                              For the Three Months
                                                                 Ended March 31,
                                                             -----------------------
                                                               2004          2003
                                                             ----------   ----------
Cash flows from operating activities
  Net income (loss)                                          $  (94,376)  $   95,331
                                                             ----------   ----------
  Adjustments to reconcile net income (loss) to
   net cash provided by operating activities
   Depreciation                                                  54,189       58,959
   Deferred income taxes                                        (55,428)           -
   Changes in assets and liabilities
     Accounts receivable                                         65,004       77,025
     Inventory                                                 (866,246)     179,269
     Prepaid expenses                                            21,995     (102,208)
     Accounts payable - trade                                  (404,901)    (227,799)
     Accrued liabilities                                       (250,480)    (107,753)
     Related party payable                                     (175,000)          -
                                                             ----------   ----------
                                                             (1,610,867)    (122,507)
                                                             ----------   ----------
      Net cash used by operating activities                  (1,705,243)     (27,176)
                                                             ----------   ----------

Cash flows from investing activities
  Purchase of property, plant and equipment                     (16,781)          -
                                                             ----------   ----------
      Net cash used in investing activities                     (16,781)          -
                                                             ----------   ----------

Cash flows from financing activities
  Net proceeds from revolving line of credit                  2,052,698           -
  Payments on long-term debt                                 (4,253,704)     (28,483)
  Payments on note payable - stockholder                       (908,900)          -
  Payment of financing costs                                     (7,671)          -
  Payment of preferred stock dividends                         (172,603)          -
  Net proceeds from the issuance of stock                            -           140
                                                             ----------   ----------
      Net cash used by financing activities                  (3,290,180)     (28,343)
                                                             ----------   ----------

Net decrease in cash                                         (5,012,204)     (55,519)

Cash and cash equivalents - beginning of period               6,076,479      379,545
                                                             ----------   ----------

Cash and cash equivalents - end of period                    $1,064,275   $  324,026
                                                             ==========   ==========

Supplemental Disclosure of Cash Flow Information:

Interest Paid                                                $  249,216   $   99,368
                                                             ==========   ==========

Supplemental Disclosure of Non-Cash Activities:

Accrual of preferred stock dividends                         $  250,000   $       -
                                                             ==========   ==========

Assignment of note receivable to major stockholder
  in satisfaction of related party payable                   $  170,000   $       -
                                                             ==========   ==========

                See notes to consolidated financial statements.

                   CENTENNIAL SPECIALTY FOODS CORPORATION AND SUBSIDIARY

**Note 1 - Description of Business and Summary of Significant Accounting Policies
-------------------------------------------------------------------------------**

Centennial  Specialty Foods  Corporation  (Centennial) is a holding company that
was  incorporated  in February  2003 for the purpose of  acquiring  Stokes Ellis
Foods, Inc. and its wholly owned subsidiary Stokes Canning Company (collectively
Stokes).  Effective October 29, 2003, Centennial acquired Stokes concurrent with
its  initial  public  offering.   From  inception   through  October  29,  2003,
Centennial's  activities  consisted of planning the initial  public  offering as
well as developing  plans for operations  after the initial public  offering was
completed.  The only sources of capital for  Centennial  were  advances  made by
Stokes and proceeds from the offering.

Stokes Ellis  Foods,  Inc. was a holding  company  incorporated  in the state of
Delaware  during  August  1998,  for the  purpose of  acquiring  Stokes  Canning
Company.  Stokes Ellis Foods, Inc. was formerly known as Lewis Foods, Inc. until
it changed its name in May 2003.

Stokes Canning Company is a wholly owned  subsidiary of Centennial  incorporated
in 1974 in the state of Colorado  and  markets,  sells and  distributes  branded
ethnic  Southwestern canned sauces and food products in the Mexican food segment
of  the  domestic  food  industry.  The  products  are  currently  sold  through
superstores,  club stores,  and grocery  retailers in select major  metropolitan
markets but concentrated in the state of Colorado.  Centennial's  operations are
conducted from its facilities located in Denver, Colorado.

Principles of Consolidation
---------------------------

The  accompanying  consolidated  financial  statements  include the  accounts of
Centennial Specialty Foods Corporation, Stokes Ellis Foods, Inc. and subsidiary,
Stokes Canning Company (collectively the Company). All intercompany accounts and
transactions have been eliminated in consolidation.

The purchase of Stokes has been accounted for as a  reorganization  of companies
under common control in accordance with SFAS 141, in a manner similar to reverse
acquisition  accounting.  After  completion  of the  offering  and  issuance  of
preferred stock,  the primary  stockholders of Stokes and Centennial have voting
control  of  approximately  58.2% of the  outstanding  capital  stock.  For this
reason,  Stokes  Ellis Foods and  Centennial  are treated as being under  common
control for financial statement reporting purposes. Accordingly, no goodwill has
been  recorded  as a result  of this  business  combination.  In  addition,  the
Consolidated  Statements of Operations and Consolidated Statements of Cash Flows
have been  consolidated  for the three  months  ended  March 31,  2003 under the
provisions of Interpretation 46.

Interim Financial Information
-----------------------------

The interim  consolidated  financial  statements  are  unaudited and reflect all
adjustments (consisting only of normal recurring adjustments), which are, in the
opinion  of  management,  necessary  for a fair  presentation  of the  financial
position and operating results for the interim periods. The consolidated results
of  operations  for the  three  months  ended  March  31,  2004 and 2003 are not
necessarily  indicative  of the  results of the entire  year.  The  consolidated
financial  statements  included  herein are  presented  in  accordance  with the
requirements  of  Form  10-QSB  and  consequently  do  not  include  all  of the
disclosures  normally made in the registrant's annual Form 10-KSB filing.  These
consolidated  financial  statements  should  be read  in  conjunction  with  the
financial  statements and notes thereto  contained in the Company's  annual form
10-KSB.

The  preparation  of  consolidated   financial  statements  in  conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management  to make  estimates  and  assumptions  that affect  amounts
reported in the consolidated financial statements and the accompanying notes and
the reported amounts of net sales and expenses. Actual results could differ from
those estimates.

Concentrations of Credit Risk
-----------------------------

The Company  grants  credit in the normal course of business to customers in the
United States.  The Company  periodically  performs credit analysis and monitors
the financial condition of its customers to reduce credit risk.

The Company had four  customers that accounted for 22%, 20%, 13% and 9% of total
sales for the  three  months  ended  March 31,  2004 and  three  customers  that
accounted  for 25%,  13% and 9% of total sales for the three  months ended March
31, 2003. These customers  accounted for 30%, 17%, 16% and 11% of total accounts
receivable at March 31, 2004 and 50% and 11% at December 31, 2003.

Income Taxes
------------

The Company provides for income taxes utilizing the liability method.  Under the
liability method,  current income tax expense or benefit represents income taxes
expected to be payable or refundable  for the current  period.  Deferred  income
taxes are  recognized  for the tax  consequences  in future years of differences
between the tax and financial  reporting bases of assets and liabilities and for
the  expected  future  tax  benefit  to be  derived  from  tax  credit  and loss
carry-forwards.  Valuation  allowances are established  when necessary to reduce
deferred tax assets to the amounts more likely than not to be realized in future
tax  returns.  Tax rate  changes are  reflected  in the period such  changes are
enacted.

Prior to the effective date of the public  offering,  the Company  elected to be
treated as an S-corporation for income tax purposes. Accordingly, taxable income
and losses of the Company prior to the public offering is reported on the income
tax  returns  of  the  Company's  stockholders.  Included  in  the  consolidated
statement of operations  until the public offering in 2003, are pro forma income
tax adjustments  computed using the statutory  rates in effect,  which represent
the  federal  and state tax  provisions  that would have been  required  had the
Company  been  taxed as a  C-corporation  for the  entire  year.  The  Company's
effective  statutory rate based on pre-tax income on a proforma basis would have
been 37% for the three months ended March, 31, 2003.

Advertising Costs
-----------------

The Company expenses advertising costs as incurred.  Advertising expense for the
three   months  ended  March  31,  2004  and  2003  were  $50,787  and  $30,991,
respectively.

Slotting fees, Billback discounts and Promotional allowances
------------------------------------------------------------

The Company  pays  slotting  fees to  customers  to obtain shelf space in retail
locations. These one-time fees are non-refundable and are netted against revenue
in the period incurred.  Slotting fees for the three months ended March 31, 2004
and 2003 were $30,907 and $3,662, respectively.

The Company offers billback  discounts and promotional  allowances to customers.
These  amounts are  recorded  as a decrease  to revenue in the period  incurred.
Billback  discounts  for the three  months  ended  March 31,  2004 and 2003 were
$27,339 and $13,360,  respectively.  Promotional allowances for the three months
ended March 31, 2004 and 2003 were $94,904 and $163,009, respectively.

**Note 2 - Long-Term Debt
-----------------------**

In March 2004,  the  Company  obtained a  $5,000,000  senior  revolving  line of
credit.  The  revolving  line of credit  matures  December  31, 2006 and accrues
interest  at the bank's  base rate plus  1.5%,  or 5.5% at March 31,  2004.  The
borrowing  base is  limited  to the sum of 70% of the  value  of the  production
plant, 75% of eligible accounts  receivable and 50% of finished goods inventory.
The facility  calls for an unused  revolver  commitment fee of .5% which is paid
quarterly  in an  amount  equal  to the  average  daily  unused  portion  of the
revolving credit facility times .5%. The facility is secured by a first mortgage
on the production  facility.  The facility is also secured by substantially  all
assets of the Company,  including  accounts  receivable  and  inventory,  and an
assignment of the co-packing  agreement with its supplier.  The facility is also
subject to certain restrictive covenants.

In March  2004,  the  Company  used  proceeds  from this  revolver to retire all
existing  outstanding  debt including the notes payable to individuals  and note
payable to stockholder in Note 3. In addition,  the Company retired the existing
first  mortgage note payable to a bank using IPO  proceeds,  as set forth in the
final prospectus dated October 29, 2003.

Long-term debt consists of the following at:
                                                      March 31,     December 31,
                                                        2004            2003
                                                    ------------   -------------

Revolving line of credit payable to bank.           $  2,052,698              -

Mortgage payable to a bank.  Paid in full
 during 2004.                                                 -     $  3,503,454

Notes payable to two individuals.  Paid
 in full during 2004.                                         -          335,250

Notes payable to various individuals.
 Paid in full during 2004.                                    -          415,000
                                                    ------------    ------------
                                                       2,052,698       4,253,704
                                                    ------------    ------------
      Less current portion                                    -         (750,250)
                                                    ------------    -------------
                                                   $   2,052,698   $   3,503,454
                                                   =============   =============

**Note 3 - Note Payable - Stockholder
-----------------------------------**

The Company had previously entered into a note with the controlling  stockholder
of the Company with interest at 12%. The note matured February 2004. The balance
at  December  31, 2003 was  $908,900.  There was  $106,260  of accrued  interest
outstanding  on this note as of December  31, 2003.  In March 2004,  the Company
repaid the  stockholder  all  outstanding  principal  of  $908,900  and  accrued
interest of $129,866 through proceeds from a new senior revolving line of credit
described in Note 2.

**Note 4 - Commitments and Contingencies
--------------------------------------**

Building and Equipment Lease
----------------------------

In January 2001,  the Company  entered into a lease  agreement with an unrelated
party to lease the Company's  building and  equipment.  The  unrelated  party is
using  the  building  and  equipment  to  perform   co-packing  and  warehousing
operations for both the Company and other non-related entities.  Under the terms
of the lease,  the  Company  is to receive  monthly  payments  of  approximately
$53,000, which includes utilities,  maintenance,  and repairs. The lease expires
in January  2006 but has an option to extend up to an  additional  5 years.  The
Company  received  $158,581 in lease payments for each of the three months ended
March 31,  2004 and 2003.  See Note 6 below  concerning  the  unrelated  party's
failure to pay rent as due in April and May 2004.

Included in the lease is a provision requiring  additional payments based on the
profitability,  as defined in the agreement, of the unrelated party's co-packing
and warehousing operations.  As of December 31, 2003, the Company had recorded a
note receivable of $170,000 for such additional payments to be received from the
lessee related to the lessee's fiscal year ended June 30, 2003. As stated in the
Company's registration statement dated October 29, 2003, this additional payment
is due to the major  stockholder,  as such income was earned by Stokes  prior to
the  Company's  acquisition  thereof.   Accordingly,  a  payable  to  the  major
stockholder  of $170,000 was also  recorded at December 31, 2003. In March 2004,
the Company  assigned  this note  receivable  to the major  stockholder  in full
satisfaction of the $170,000  liability to the stockholder.  For the period from
July 1, 2003 through March 31, 2004, it is estimated that the additional payment
based on  profitability  due the Company is not significant and,  therefore,  no
amount  is  accrued  as of  March  31,  2004.  See Note 6 below  concerning  the
unrelated  party's  failure to pay rent as due in April and May 2004,  which may
also impact any future additional payments based on the lessee's  profitability,
as defined.

Co-Pack and Warehousing Agreement
---------------------------------

In  conjunction  with the above  lease,  the Company  entered into a Co-Pack and
Warehousing  Agreement  with the same  unrelated  party.  Under the terms of the
agreement, the unrelated party will produce, package, and warehouse the products
the Company sells and  distributes.  As part of the agreement,  the Company must
purchase  585,053  12-pack  (15 oz.)  equivalent  cases of product  during  each
contract year or pay a shortage fee of $.80 for every 12-pack (15 oz) equivalent
case short.  The Company  expects to meet the minimum case  requirement in 2004,
but paid a shortage  fee of $16,841 in 2003.  The Company  must also pay a $.033
per case fee per month if storage of product based upon the pack plan exceeds 30
days due to the Company's  shipping  schedule.  The agreement expires in January
2008, but may be renewed for one additional year without notice by either party.

Dependency on Supplier
----------------------

As discussed above, one supplier  manufactures  all the Company's  products.  If
there were to be an  interruption in the delivery of products from the supplier,
the Company would suffer a significant  disruption  to its  operations  that may
have a material effect on its financial condition and results of operations. See
the information in Note 6 below concerning the supplier's failure to pay rent as
due to us in April and May 2004 and what we believe to be a possible  risk of an
interruption in production operations.

Purchase Commitments
--------------------

The Company had  outstanding  commitments for inventory as of March 31, 2004 and
December 31, 2003 of $641,500 and $926,849, respectively.

Contract Amendment
------------------

The Company and its supplier  amended  certain  terms of the existing  Lease and
Lease Override Agreements in March 2004. As part of this amendment,  the Company
agreed to receive  payment due from its  supplier  for  additional  amounts owed
based on profitability of the supplier for the twelve months ended June 30, 2003
in the form of a $170,000 note receivable.  The note receivable matures November
1, 2004,  but may be  extended to April 30,  2006,  based upon  certain  events.
Interest does not begin accruing  until certain events occur,  after which point
the note will accrue interest at 7% payable quarterly. This note was assigned to
the major stockholder in full satisfaction of the related $170,000  liability to
the stockholder. The parties will continue to renegotiate certain other terms of
their  agreements.  The effect,  if any,  of these  future  negotiations  on the
existing  Lease and Co-Pack and  Warehousing  Agreement  cannot be determined at
this time.

**Note 5 - Related Party Transactions
-----------------------------------**

As of December 31, 2003, the Company  recorded a related party payable  totaling
$365,394.  This payable  represents S corporation  earnings prior to October 29,
2003,  which  are  owed to the  major  stockholder  as  described  in the  final
prospectus.  Such earnings include  additional rent totaling  $170,000 due under
the production facility lease and Stokes operating income totaling $195,394.

The  Company  made a  partial  payment  of  $175,000  to the  major  stockholder
associated  with this related party payable  during the three months ended March
31, 2004. In addition,  the Company assigned the note receivable of $170,000 due
from its supplier to the major  stockholder  during the three months ended March
31, 2004.

**Note 6 - Subsequent Events
--------------------------**

The Company's principal  supplier,  an unrelated party, has not paid the Company
rent when due for use of the  Company's  building and equipment for April or May
2004. Subsequently,  the Company was advised by the supplier that it is not in a
financial  position  to pay its rental  obligations,  and that it is in informal
discussions with certain  creditors  concerning its financial  obligations.  The
Company is unable to predict  what will  result  from such  discussions.  If the
Company  does  not  receive  rent for a  prolonged  period  or if the  principal
supplier's  discussions  with  certain  of  its  creditors  do not  address  the
supplier's financial obligations in a manner that is satisfactory, any resulting
events could  materially  adversely impact the Company's  production,  financial
condition and operating results.

**Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS**

The following  discussion and analysis  should be read in  conjunction  with the
consolidated  financial  statements of Centennial and the notes thereto included
elsewhere in this report on Form 10-QSB.  Some of the  information  contained in
this  discussion  and  analysis  or set forth  elsewhere  in this  Form  10-QSB,
including information with respect to our plans and strategies for our business,
includes forward-looking statements that involve risk and uncertainties.

**OVERVIEW**

We are a specialty  branded food company that intends to expand its distribution
and sales of ethnic Southwestern sauces and food products in the growing Mexican
food segment of the domestic food  industry.  Our Stokes and Ellis  labels,  two
Southwestern  brands, are each now nearly 100 years old and are  well-recognized
in our primary  market of  Colorado.  Our  best-selling  products are our Stokes
green  chile  sauces,  offered  in five  varieties,  four of which are ranked in
retail sales as the most popular  Mexican sauces in Colorado and which are among
the 25 best selling  Mexican food  products  retailed in Colorado,  according to
IRI, an  independent  market  research  firm. Our products are currently sold in
leading grocery retailers,  superstores and club stores such as Kroger, Safeway,
Wal-Mart/Sam's  Club,  Albertson's and Costco,  through  locations  primarily in
Colorado  and in a small  number  of major  metropolitan  markets  in  adjoining
states.

**CONSOLIDATED RESULTS OF OPERATIONS**

The  following  table sets forth,  for the three months ended March 31, 2004 and
2003, the percentage of net sales represented by the specified items included in
our  consolidated  statements of  operations.  We have included this  comparison
because we believe it  provides  a more  meaningful  basis for  period-to-period
comparisons.  This  financial  data should not be viewed as a substitute for our
historical  consolidated  results of operations  determined  in accordance  with
generally accepted  accounting  principles and does not purport to be indicative
of future results of operations.

                                      Consolidated
                              Three Months Ended March 31,
                              -----------------------------
                                  2004            2003
                              ------------     ------------
Net sales                            100.0%          100.0%

Cost of goods sold                    66.2            62.4
Gross profit                          33.8            37.6
Selling, general and
  administrative expenses             51.2            32.3
Income (loss) from
  operations                         (17.4)            5.3
Total other income                     4.1             2.6
Income tax benefit (expense)           4.9            (2.9)
                              ------------     ------------
Net income (loss)                     (8.4)%           5.0%
                              ------------     ------------

**Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003***Net Sales*

Our net sales are  comprised of gross sales reduced by  promotional  allowances,
billback  discounts,  cash discounts and slotting fees. The following table sets
forth these components to provide a more thorough understanding of net sales.

                                               For the three months ended
                                                 March 31,    March 31,
                                               ------------- -------------
                                                    2004         2003
                                                 -----------  ------------

            Sales - Stokes                       $   899,089    $  842,197
            Sales - Ellis                            400,501       523,905
            Sales - Green's Farm (1)                      -         30,461
                                                 -----------  ------------
                   Gross sales                     1,259,590     1,396,563
            Less:  Promotional allowances,
               billback discounts and cash
               discounts                             141,200       196,839
                                                 -----------  ------------
                   Net sales before slotting
                   fees                            1,158,390     1,199,724
            Less:  Slotting fees                      30,907         3,662
                                                 -----------  ------------

                   Net sales                      $1,127,483   $ 1,196,062
                                                 ===========   ===========

(1)  Discontinued product line in 2003.

Our gross sales decreased by $.1 million,  or 9.8%, to $1.3 million in the three
months  ended March 31, 2004 from $1.4  million in the three  months ended March
31, 2003,  primarily  as a result of  decreased  sales of Ellis and Green's Farm
brands. These brands are low profit,  de-emphasized products, many of which have
been  discontinued.  Sales of our Stokes brand  increased $.1 million,  or 6.8%,
over the same period in the prior year.  We sold 70,552  cases of product in the
three months ended March 31, 2004 compared to 76,005 cases in the same period in
2003.  Average net sales price before  slotting for the three months ended March
31, 2004  increased  approximately  $0.64 per case over the same period in 2003.
This is further indicative of our sales focus on higher margin products. We plan
to increase our sales  materially in the remainder of fiscal 2004 as we continue
to  implement  our  strategic  plan to grow our  market  presence  and enter new
markets with our higher  margin  products  utilizing the proceeds of the IPO and
funds available under our revolving line of credit.

Promotional  allowances,  billback  discounts and cash  discounts  decreased $.1
million,  or 28.3%,  over the same period in the prior year. This is a result of
our focus on our higher profit products which we are not required to discount as
deeply as our low profit products.

In the three months ended March 31, 2004,  we paid  slotting  fees totaling $.03
million to get shelf space in grocery  stores in new  markets  compared to $.004
million in the same period in 2003.  We did not  actively  pursue  slotting  new
items in 2003  prior  to our  public  offering  due to our  focus on  developing
consumer  and brand  programs.  We are spending a portion of the proceeds of the
IPO on payment of  slotting  fees to obtain  shelf space in grocery  stores.  We
anticipate  slotting  fees will  increase  materially  throughout  2004 and 2005
fiscal years from  pre-existing  levels as management  actively pursues slotting
opportunities with grocery retailers.

As we continue to focus on marketing  and selling our higher  margin  sauces and
foods, we may further streamline our product lines to reduce the number of lower
gross margin,  "commodity" products we sell that compete with retailers' private
label products.  We anticipate that any new products we introduce will be higher
margin,  premium  products.  We believe  limiting new product  introductions  to
premium  products  will allow us to more  effectively  target our  marketing and
promotion budget and help us enhance our gross margins.

*Cost of goods sold*

Cost of goods sold  remained  constant at $.7 million for the three months ended
March 31, 2004 and 2003.  As a percentage  of net sales,  our cost of goods sold
increased  to 66.2% in the three  months  ended March 31, 2004 from 62.4% in the
same period in 2003. This increase is primarily  attributable to price increases
implemented  by our supplier  during the first quarter of 2004 which averaged 6%
on an overall basis. This increase was partially offset by an emphasis on higher
profit,  key products being sold which directly  reduces cost of goods sold as a
percentage  of net sales.  Our cost of goods sold will  increase  on an absolute
basis in future  periods as we increase  sales  through  our planned  expansion.

*Selling, general and administrative expenses*

Selling, general and administrative expenses increased $.2 million, or 49.6%, to
$.6  million for the three  months  ended March 31, 2004 from $.4 million in the
same period in 2003. This increase was partially attributable to advertising and
consumer  marketing spending of $.07 million in 2004 associated with our planned
expansion into new markets.  In addition,  payroll related costs increased as we
staffed up in connection with our IPO and subsequent  expansion  plan.  Further,
accounting  and  legal  fees  increased  as a result  of our  having to meet SEC
reporting requirements.  We expect selling,  general and administrative expenses
will  continue to  increase  throughout  fiscal  2004 in absolute  amounts as we
implement our expanded marketing program.

Recently  enacted and  proposed  changes in the laws and  regulations  affecting
public companies, including the provisions of the Sarbanes-Oxley Act of 2002 and
rules proposed by the SEC, could result in increased  administrative costs to us
as we respond to their requirements.  The new rules could make it more difficult
for us to obtain  certain  types of  insurance,  including  director and officer
liability  insurance,  and we may be forced to accept  reduced policy limits and
coverage or incur  substantially  higher costs to obtain coverage we consider to
be adequate. The impact of these events could also make it more difficult for us
to attract and retain qualified persons to serve on our board of directors,  our
board committees,  or as executive officers. We are currently evaluating the new
rules and cannot predict or estimate the amount of the  additional  costs we may
incur or the timing of such costs.

*Income (loss) from operations*

Income (loss) from  operations  decreased $.3 million or 408.0%,  to $.2 million
loss for the three months  ended March 31, 2004 from $.1 million  income for the
same period in 2003. This decrease is primarily due to reduced gross profit as a
result  of  increased   product  costs  and  increased   selling,   general  and
administrative  expenses.  We expect  income from  operations  will  increase in
future periods to the extent we are successful  with our expansion  strategy and
in  controlling  the rate of  increase in  selling,  general and  administrative
expenses.

*Other income and  (expenses)*

Other income  consists  primarily of rental income for the production  plant and
associated  equipment and remained  constant at $.2 million for the three months
ended March 31, 2004 and 2003. We do not control  Hoopeston and can not forecast
annual receipt of override payments with any certainty. See the discussion below
for information concerning  Hoopeston's  non-payment of rent to us for April and
May 2004.

Other expenses are comprised entirely of interest expense and decreased slightly
compared to the same period in the previous  year. We anticipate  our annualized
interest expense will decrease by approximately $.3 million per year as a result
of retiring the mortgage on our production plant using IPO proceeds and repaying
loans from our primary  stockholder and the other individual lenders using funds
available under our revolving line of credit we obtained in March 2004.

*Income tax expense*

We have included  proforma income tax  adjustments  computed using the statutory
rates in effect for the three  months ended March 31, 2003 which  represent  the
federal and state tax  provisions  that would have been required had the Company
been taxed as a  C-corporation  during that  period.  The decrease in income tax
expense of $.1 million,  or 257.14%,  is directly  attributable  to lower income
before taxes..

*Net income (loss)*

Net income  decreased $.2 million to $.1 million loss for the three months ended
March 31, 2004  compared to the same period in 2003.  The decrease in net income
is primarily  attributable  to decreased  gross  profit and  increased  selling,
general and administrative expenses discussed above.

**LIQUIDITY AND CAPITAL RESOURCES

Cash Requirements**

The following data summarizes our contractual  obligations and commitments as of
March 31, 2004:

                                    Payments due by periods
               ---------------------------------------------------------------------
                             Within                                       After
               Total         1 Year       2-3 Years      4-5 Years       5 Years
               -------     ---------      ---------      ---------      ---------
                                        (In thousands)
Contractual
obligations:
Long-term
  debt         $ 2,053      $    --       $  2,053       $     --        $     --

Purchase
obligations        641           641           --              --              --

Production
  obligations    2,266           394           936             936             --

 Total
 contractul
 cash
 obligations   $ 4,960         1,035      $  2,989       $     936      $      --
               -------     ---------      ---------      ---------      ---------

Long-term  debt:  Long-term  debt at March 31, 2004 consisted of $2.1 million in
drawdowns under our senior revolving line of credit obtained in March 2004 which
matures  December  31,  2006.  We  intend to use this line of credit to fund our
working capital requirements as required.

Purchase  obligations:  Purchase  obligations above represent costs of inventory
items we have requested and  authorized  Hoopeston to produce for us as of March
31, 2004 which have not been billed to us by Hoopeston. The product has not been
billed to us because  Hoopeston has either not yet produced the inventory or, if
product has been  produced,  it has not been released from the 10 day production
hold.

Production   obligations:   Production   obligations   above  represent  minimum
production  requirements  under our  co-pack  contract  with  Hoopeston.  We are
required  to  purchase a minimum of 585,000  cases from  Hoopeston  in any given
year. If we fall below the 585,000 case  minimum,  then we are required to pay a
penalty  of $.80 for  each  case by which  we fall  short  of the  585,000  case
minimum.

We do not currently anticipate any significant capital expenditure  requirements
during the next twelve months.

**Sources and Uses of Cash**

Our  principal  sources of  liquidity  as of March 31,  2004  consisted  of $1.1
million in cash and cash equivalents and $2.9 million available under our senior
revolving line of credit.  We generate cash primarily  through product sales. We
require capital to finance inventory and accounts receivable,  pay slotting fees
to grocery chain  retailers,  pay operating  costs, pay interest on our existing
debt obligations and pay dividends on our preferred stock.

Operating:  Cash used by  operating  activities  was $1.7  million for the three
months ended March 31, 2004,  consisting  primarily of build-up of inventory for
our  anticipated  expansion,  payment of aged  accounts  payable to Hoopeston in
order to avoid finance  charges,  payment of accrued interest on shareholder and
other  individual  lenders  notes and partial  payment of related  party payable
outstanding during the quarter.

Financing:  Cash used by  financing  activities  was $3.3  million for the three
months  ended  March 31,  2004 and is  comprised  of  payoff of all  outstanding
long-term debt using proceeds from the IPO and revolving line of credit.

Centennial  entered into a senior credit  agreement with Heartland Bank in March
2004, for borrowings up to an aggregate amount of $5.0 million. Under the senior
credit agreement,  the lender advanced  Centennial $2.0 million through a senior
secured  revolving  credit facility,  which was used to retire  promissory notes
payable to various individuals, including our principal stockholder. At the same
time we  obtained  the senior  revolving  line of credit,  we also  retired  the
existing first  mortgage on our  production  facility then totaling $3.5 million
using  proceeds of our IPO, as described in our final  prospectus  dated October
29, 2003. The senior secured  revolving  credit facility matures on December 31,
2006.

Borrowings under this facility bear interest,  payable monthly, at the base rate
plus 1.5%,  however,  the rate will  never be lower than 5.5% per annum.  At the
time of closing the senior credit  facility,  the interest rate was 5.5%.  Under
the terms of the  revolver,  we can borrow up to the sum of 70% of the appraised
value  of the  production  facility  owned  by  us,  75%  of  eligible  accounts
receivable and 50% of finished goods  inventory.  The facility also calls for an
unused revolver commitment fee of .5% which is paid quarterly in an amount equal
to the average daily unused portion of the revolving credit facility times .5%.

Centennial may prepay  borrowings  under the senior credit agreement in whole or
in part,  in minimum  amounts and subject to other  conditions  set forth in the
amended and restated  senior  credit  agreement.  Centennial is required to make
mandatory prepayments to the lenders from:

     o    the net cash  proceeds  from asset sales in  particular  circumstances
          specified in the senior credit agreement; and

     o    the  net  cash  proceeds   from  new  debt   issuances  in  particular
          circumstances specified in the senior credit agreement.

Centennial's  obligations under the revolving credit line are secured by a first
mortgage on the production  plant, a security  interest in substantially  all of
its assets and an assignment of our co-packing agreement with Hoopeston.

The senior credit agreement includes two financial covenants.  Centennial cannot
permit, at the end of each fiscal quarter:

     o    its consolidated net worth (stockholders'  equity less treasury stock)
          to be less than $7 million;

     o    its ratio of  consolidated  senior debt service plus dividends paid to
          consolidated EBITDA for the trailing four quarters to exceed the ratio
          of 1.5 to 1.

The  senior  credit  agreement  also  contains  customary  covenants,  including
limitations  on  Centennial's  ability to incur  debt,  and  events of  default,
including a change of control,  as defined in the senior credit  agreement.  The
senior credit agreement also limits Centennial's  ability to pay dividends under
specified circumstances.

**Debt Instruments, Guarantees and Related Covenants**

Except as otherwise  described in this Form 10-QSB, we have no debt instruments,
guarantees or related covenants.

**Cash Management**

We believe that cash on hand,  availability  under our senior  revolving line of
credit  and  cash  flow  from  operations  will be  adequate  for us to meet our
anticipated  working capital  requirements for at least 12 months.  Although the
line of credit adds to our financial  flexibility,  we do not anticipate that we
will need to utilize the full amount  available  to meet our cash needs over the
next 12 months.  The interest rate on the revolving  line of credit is currently
5.5% and that rate is  considerably  below the 12% rate we were  charged  by our
major  stockholder  and  the  10% to 12%  rates  we were  charged  by the  other
individual  lenders  before we repaid  these  loans from the  revolving  line of
credit in March  2004.  These  payoffs  will result in net  annualized  interest
expense  savings of $.3 million for future  periods  assuming the debt level and
interest rate remain constant, which may not be the case.

As part of our  expansion  strategy,  we plan to spend  significant  amounts  on
slotting and consumer  marketing over the next year. It is anticipated that this
spending will have a correlation to increased sales and generation of cash.

From time to time,  we may  evaluate  potential  acquisitions  of  complementary
companies  or brands in the  ordinary  course of  business.  We have no  current
plans, agreements,  commitments or understandings, and are not currently engaged
in negotiations  concerning any such transaction.  Any such acquisition would be
made using our stock or by incurring or assuming  debt as proceeds  from the IPO
are not sufficient for this purpose.

**CRITICAL ACCOUNTING POLICIES AND ESTIMATES**

The consolidated financial statements of the Company were prepared in conformity
with accounting  principles generally accepted in the United States.  Certain of
our accounting policies, including the estimated lives of our depreciable assets
and the  evaluation  of assets for  impairment,  require that  management  apply
significant  judgment  in  defining  the  appropriate  assumptions  integral  to
financial  estimates.  Judgments  are based on historical  experience,  terms of
existing  arrangements,  industry trends and information  available from outside
sources, as appropriate.  However, by their nature,  judgments are subject to an
inherent degree of uncertainty and, therefore,  actual results could differ from
our  estimates.  As of and for the three  months  ended March 31, 2004 and 2003,
management  does not  believe  there are any highly  uncertain  matters or other
underlying  assumptions  that  would  have a  material  effect on the  financial
position or results of operations of  Centennial if actual  results  differ from
our estimates.  We believe the following critical accounting policies affect our
more  significant  judgments  and  estimates  used  in  the  preparation  of our
consolidated financial statements.

**Revenue recognition**

We generate  revenues from sales of our products to grocery chains,  superstores
and club stores,  as well as wholesalers  that sell in turn to these  customers.
Sales represent gross revenues less estimated returns. Revenues from the sale of
our products to our  customers are  recognized  at the time of shipment.  When a
food broker assists in the sale of products to grocery chains,  superstores,  or
club  stores,  the food broker does not take title to our  products and shipment
takes place only as directed by the customer. Wholesalers take title to products
they  purchase  and  direct  us  when  to  make  shipment.  Most  retailers  and
wholesalers  have the right to return  products to us that are  damaged,  beyond
their shelf life or are discontinued.  Such returns were  approximately  1.2% of
net  sales for the  three  months  ended  March  31,  2004 and 2003.  Management
monitors  returns on a regular basis and as we implement our sales  initiatives,
we may increase our  estimates for damaged,  expired shelf life or  discontinued
products subject to return.  Although we have legal rights to deny our retailers
the right to return products that are salable, as a practical matter we could be
forced to accept returns from  retailers that insisted on returning  products to
us.

We have the right to return any spoiled or  contaminated  products to  Hoopeston
for credit. These returns have been immaterial in the past.

Food manufacturers,  including us, have historically paid promotional allowances
and offered  "billback"  discounts to food service  companies  and  wholesalers.
Billback  discounts are generally offered for monthly or quarterly  purchases of
food or beverage products reaching  predetermined  volumes. These allowances and
discounts may be permissible if in writing and so long as the food  manufacturer
does not engage in  discriminatory  or unfair pricing in violation of applicable
antitrust  law.  The  SEC  has  announced  formal  investigations  and  informal
inquiries of accounting practices at several national food service companies and
wholesalers that are centered on the payment of, and accounting  treatment given
to, promotional allowances and billback discounts. We estimate that less than 5%
of our sales for the three  months  ended March 31, 2004 were  accounted  for by
shipments  to food  service  companies.  Shipments  to  wholesalers  account for
approximately  20% of our sales.  We are not currently  aware of any  regulatory
inquiry involving promotional  allowances or billback discounts offered by us to
our  limited  base of food  service  customers  or  wholesalers  and we  believe
promotional allowances and billback discounts we have paid in the past conformed
to  applicable  law. We have paid  promotional  allowances,  as well as slotting
allowances to secure shelf space in grocery  stores,  and have offered  billback
discounts  to  customers  in the past.  We expect to offer such  allowances  and
discounts in the future to customers that  customarily  seek such allowances and
discounts,  in a manner  consistent  with  applicable  antitrust and other laws.
These promotional  allowances,  billback  discounts and slotting fees are netted
against revenues in the period incurred.

In November  2001,  the Emerging  Issues Task Force,  or EITF,  of the Financial
Accounting  Standards  Board issued EITF 01-09,  "Accounting  for  Consideration
Given  by a  Vendor  to  a  Customer  (Including  a  Reseller  of  the  Vendor's
Products)," codifying certain other previously issued EITF pronouncements.  This
pronouncement  requires  that  discounts  such  as  off-invoice  promotions  and
coupons, and amounts paid to retailers to advertise a company's products such as
fixed trade  promotions,  be recorded as a reduction of sales.  We are recording
our off-invoice  promotions and fixed trade promotions amounts as a reduction of
sales in accordance  with the EITF.  EITF 01-09 neither  prevents nor allows for
capitalization of slotting fees. Slotting fees are paid to obtain shelf space in
retail  locations and such fees are netted against revenue as they are incurred.
Slotting fees that were netted totaled  approximately $.03 million for the three
months ended March 31, 2004 and were  negligible for the same period in 2003. We
expect these fees to increase materially throughout the remainder of fiscal 2004
as we implement our planned sales efforts.

The EITF has reached a consensus  with respect to Issue No.  00-14,  "Accounting
for Certain Sales Incentives," including point of sale coupons, rebates and free
merchandise.  The consensus  included a conclusion  that the value of such sales
incentives  that results in a reduction of the price paid by the customer should
be netted against sales and not classified as a sales or marketing  expense.  We
have classified  current and prior period coupon expense as a reduction of sales
and include free  merchandise  in cost of goods sold as required by the new EITF
consensus.

**Accounts Receivable**

We assess the  recoverability  of trade accounts  receivable  based on estimated
losses resulting from the inability of customers to make required payments.  Our
estimates are based on the aging of accounts  receivable balances and historical
write-off experience, net of recoveries. We review trade accounts receivable for
recoverability   regularly  and  whenever  events  or  circumstances,   such  as
deterioration in the financial condition of a customer, indicate that additional
allowances might be required. We have historically not had to write-off material
accounts receivable, although this is subject to change.

Inventories and related  allowance for  slow-moving,  excess,  discontinued  and
shelf life expired inventory

Inventories are stated at the lower of cost, on a first-in,  first-out basis, or
market  value  and  are  reduced  by  an  allowance  for  slow-moving,   excess,
discontinued and shelf life expired inventories. Our estimate for such allowance
is based on our management's review of inventories on hand compared to estimated
future usage and demand for our products.  If actual future usage and demand for
our  products  are  less  favorable  than  those  projected  by our  management,
inventory  write-downs  may be required.  We closely  monitor our  inventory and
related shelf lives and have  historically  rarely  experienced  occurrences  of
obsolete inventory or returns of products that have exceeded their shelf life.

**Long-Lived Assets**

The Company  depreciates  long-lived  assets  principally  by the  straight-line
method over the  estimated  useful  lives of these  assets.  Estimates of useful
lives are based on the nature of the underlying  assets as well as the Company's
experience with similar assets. Estimates of useful lives can differ from actual
useful  lives  due  to the  inherent  uncertainty  in  making  these  estimates,
particularly  in the  Company's  significant  long-lived  assets  such  as  land
improvements,  buildings and equipment.  Factors such as the conditions in which
the assets are used,  availability of capital to replace assets and frequency of
maintenance can influence the useful lives of these assets. The Company incurred
depreciation  expense of  approximately  $.05 million for the three months ended
March 31, 2004 and 2003.

The  Company  reviews  long-lived  assets  to be held and  used  for  impairment
whenever  events or changes in  circumstances  indicate that the carrying amount
may not be  recoverable.  If an evaluation of  recoverability  is required,  the
estimated  total  undiscounted  future cash flows directly  associated  with the
asset is compared to the asset's carrying amount.  If this comparison  indicates
that there is an  impairment,  the amount of the  impairment  is  calculated  by
comparing the carrying value to discounted  expected  future cash flows expected
to result from the use of the asset and its eventual  disposition  or comparable
market values, depending on the nature of the asset.

**Accounting for Goodwill and Other Intangible Assets**

In June  2001,  the  Financial  Accounting  Standards  Board,  or  FASB,  issued
Statement of Financial  Accounting Standards No. 142, or SFAS No. 142, "Goodwill
and  Other  Intangible   Assets."  This   pronouncement   continues  to  require
recognition  of  goodwill  and  other  unidentifiable   intangible  assets  with
indeterminate  lives as long-term assets,  but requires such assets to be tested
for impairment  using a fair  value-based  approach.  Our ownership  interest in
Stokes  Ellis Foods has been  reflected  at the cost basis of Stokes Ellis Foods
which included goodwill,  and does not reflect any adjustment to record the fair
value of the assets. We are obligated to evaluate the carrying value of goodwill
for impairment in future periods in accordance with SFAS No. 142. The assessment
of  impairment  is based on the  estimated  undiscounted  future cash flows from
operating  activities  compared  with the carrying  value of the assets.  If the
undiscounted  future cash flows are less than the carrying  value,  a write-down
will be recorded,  measured by the amount of the difference between the carrying
value and the fair  value of the  asset.  We have  determined  that there was no
impairment necessary as of March 31, 2004.

**Accruals for estimated liabilities**

Accruals for estimated  liabilities resulting from the normal course of business
will be recorded in the period in which the  liability  arises.  The adequacy of
these accruals will be evaluated  periodically and revised as necessary based on
events and circumstances present at the time, known facts, historical experience
and other relevant considerations.

**Research and development**

Research and development expenses include costs associated with the formulation,
development,  and  testing  of our  Stokes  and  Ellis  products.  Research  and
development costs are expensed as incurred and included in selling,  general and
administrative  expenses.  New  product  development  costs were $0 in the three
months ended March 31, 2004.

**Income taxes**

Stokes  Ellis  Foods and  Centennial  previously  elected  for federal and state
income tax purposes to be treated as S corporations  under the Internal  Revenue
Code and  comparable  state tax  laws.  The  completion  of the IPO  caused  the
automatic conversion of Centennial from an S corporation to a C corporation. Any
S corporation income tax benefits of Stokes Ellis Foods, Inc. will accrue to the
pre-IPO stockholders and do not belong to us.

Deferred  income  taxes are  recognized  for the income tax effect of  temporary
differences  between  financial  statement  carrying  amounts and the income tax
bases of assets and  liabilities.  The Company  regularly  reviews its  deferred
income tax assets to determine  whether future taxable income will be sufficient
to realize the benefits of these assets.  A valuation  allowance is provided for
deferred  income  tax assets for which it is deemed  more  likely  than not that
future  taxable  income will not be sufficient to realize the related income tax
benefits from these assets. The amount of the net deferred income tax asset that
is  considered  realizable  could,  however,  be adjusted if estimates of future
taxable income are adjusted.

**RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS**

In  January   2003,   the  FASB  issued   Interpretation   No.  46  ("FIN  46"),
"Consolidation of Variable Interest Entities--an  Interpretation of ARB No. 51."
This interpretation  addresses consolidation by business enterprises of entities
in which  equity  investors  do not have the  characteristics  of a  controlling
financial  interest or do not have  sufficient  equity at risk for the entity to
finance its activities  without additional  subordinated  financial support from
other parties.  Variable  interest  entities are required to be  consolidated by
their primary  beneficiaries  if they do not  effectively  disperse  risks among
parties involved.  The primary  beneficiary of a variable interest entity is the
party that  absorbs a majority of the  entity's  expected  losses and receives a
majority of its expected  residual returns.  The  consolidation  requirements of
this  interpretation  apply  immediately to variable  interest  entities created
after  January 31, 2003 and apply to existing  entities in the first fiscal year
or  interim  period  beginning  after  June 15,  2003.  Certain  new  disclosure
requirements apply to all financial statements issued after January 31, 2003. In
December 2003, the FASB issued a revised version of FIN 46 "FIN46R". Among other
things,  the revision  clarifies the definition of a variable  interest  entity,
exempts most  entities that are  businesses  from the scope of FIN 46 and delays
the effective date of the revised standard to no later than the end of the first
reporting period ending after December 15, 2003 for special purpose entities and
March 15, 2004 for all other types of entities.  The Company does not expect the
adoption  of this  interpretation  to have a  material  impact on our  financial
position or results of operations.

In April  2003,  the FASB issued  SFAS No.  149,  "Amendment  of SFAS No. 133 on
Derivative  Instruments  and  Hedging  Activities."  SFAS  No.  149  amends  and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded in other contracts,  and for hedging activities under SFAS
No.  133.  Adoption  of SFAS  No.  149 did not  have a  material  impact  on the
Company's consolidated financial statements.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of Both Liabilities and Equity." SFAS No. 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  Many of these  instruments
were previously  classified as temporary equity. This statement is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
effective at the beginning of the first interim period  beginning after June 15,
2003.  Adoption of SFAS No. 150 did not have a material  impact on the Company's
consolidated financial statements.

**MARKET RISK**

Our  interest  income is  sensitive  to  changes  in the  general  level of U.S.
interest rates.  Our cash balances are maintained in demand deposit accounts and
short-term  instruments.  Due  to the  nature  of  these  instruments,  we  have
concluded  that we have no material  market  risk  exposure  due to  fluctuating
interest rates. Our senior revolving credit facility  provides for variable rate
interest that could be adversely affected by an increase in interest rates.

We may also encounter market risks arising from fluctuations in commodity prices
and fuel costs. We do not currently utilize hedging,  swap,  derivative or other
instruments to mitigate these market risks. Changes in commodity prices have the
greatest  potential to materially impact our business.  Although Hoopeston seeks
to buy commodities and ingredients from a number of domestic suppliers,  adverse
weather or poor  harvests  in one  region of the  country  often  have  material
impacts on commodities  prices  elsewhere.  As a result,  we expect that we will
continue to  encounter  material  market  risks from  changes in  commodity  and
ingredient  prices.  We may seek to manage  this risk in the future by  entering
into  futures  contracts  but  believe  that  our  sales  volume  must  increase
significantly before we will be able to use futures contracts effectively, if at
all. In  addition,  some types of  commodities  may be  available  from  limited
sources or collectively  account for a small portion of our product ingredients,
meaning that we cannot  cost-effectively  mitigate the risk of price changes for
these ingredients.

Because  delivery costs are a significant  expense to us,  fluctuations  in fuel
prices may materially impact our business. Diesel fuel costs have recently risen
to historic  highs,  and supply and demand  imbalances  appear to exist that may
support continued high diesel fuel costs. If diesel fuel costs remain at current
high levels or continue to rise, common carriers used by us will likely increase
freight  rates or impose fuel  surcharges,  either of which would  increase  our
delivery  costs,  perhaps  substantially.  As a  practical  matter,  it  may  be
difficult or impossible for us to recover these costs through price increases or
surcharges passed along to our customers.

Increases in prices of raw materials and energy,  including  commodities such as
steel and energy  sources  such as natural  gas, are expected to impact costs of
raw materials for our industry.  We were recently  notified that Hoopeston's can
supplier  has  implemented  a 6% increase  for cans that it ships to  Hoopeston,
which Hoopeston expects to pass on to us. Additionally, as our co-pack agreement
with Hoopeston is a "cost plus"  contract,  increases in natural gas prices will
impact the production  costs that we must pay to Hoopeston.  We anticipate  that
our production and manufacturing costs, as well as those paid by other companies
in our industry,  will be increasing  through 2004 due to these factors.  To the
extent  produce  growers are also able to pass on  increases in cost of growing,
harvesting and delivering  produce used in our products,  our raw material costs
and the raw material  costs paid by our  competitors  may also  increase.  If we
cannot raise product  prices to our  customers in amounts  sufficient to recover
these increased  costs,  our margins and results of operations may be materially
adversely  impacted.  We  cannot  assure  you that we will be able to raise  our
prices in amounts sufficient to offset, wholly or partially,  increased costs we
incur.

We do  not  have  transactions,  arrangements  or  relationships  with  "special
purpose"  entities  and do not  have any  off-balance  sheet  debt.  We have not
guaranteed any financial obligations of third parties.

**Seasonality and Inflation**

Our  operations   exhibit  some  seasonality  as  sales  generally  increase  in
promotional periods and may decrease slightly in post-promotional periods. We do
not believe that inflation has had a material  impact on our financial  position
or results of  operations.  Our quarterly  results of  operations  may fluctuate
during a fiscal  year or from  year to year as a  result  of any of the  factors
described under "Forward-Looking Statements."

**OTHER MATTERS

Hoopeston has not paid us rent when due for April and May 2004, and we have been
informed that they are in informal discussions with certain creditors concerning
their financial  obligations,  that, if not resolved,  may materially  adversely
impact  production  of our products or our  financial  condition  and  operating
results**

Hoopeston  has not paid us rent on our  production  facility and  equipment  for
April and May 2004 and has not indicated when they will make these payments.  We
have been  advised by  Hoopeston  that it is not in a financial  position to pay
these amounts at this time. Hoopeston has voluntarily provided us with selected,
unaudited financial  information  concerning their operations which confirms the
current state of Hoopeston's  financial condition.  We have also been advised by
Hoopeston  that it is in  informal  discussions  with  certain of its  creditors
concerning their financial obligations to those creditors. We are not a party to
those  discussions  and therefore  may not know the results of such  discussions
until their  results  are  relayed by  Hoopeston.  We cannot  determine  whether
Hoopeston will be successful in these informal discussions and in the event they
are  unsuccessful,  what  impact it will have on their  ability to  produce  our
products and our financial condition and operating results.

We do not control  Hoopeston or the production  decisions it makes at our plant.
If  Hoopeston  becomes  unable to timely  produce  our  sauces and foods for any
reason, or if Hoopeston  determines to cease operations for any reason, we could
experience significant disruptions in our operations or in our ability to supply
our customers with products.  In addition, we could also be materially adversely
impacted by  Hoopeston's  inability to pay future  monthly  rents or  additional
payments  based on  profitability,  as  define.  However,  we are  working  with
Hoopeston to address these problems and are actively  taking steps to attempt to
reduce these risks in the event they are realized. Nonetheless, we cannot assure
you that these steps, if fully  implemented,  will be sufficient to assure us of
having sufficient  products available to supply our customers until such time as
we were able to locate a new source of supply.  Any  sustained  interruption  in
production of our products for any reason, or in Hoopeston's  ability to produce
our products, could materially injure our business.

**Dependence on Material Customers and Suppliers**

Our business  depends on a limited  number of material  customers and suppliers.
The loss of a material  customer  would have a  material  adverse  impact on our
operating results.  Our customers can generally stop purchasing products from us
at  any  time  and  on  minimal  or no  notice.  Likewise,  Hoopeston  purchases
ingredients  from suppliers  using purchase  orders and neither we nor Hoopeston
have any long-term  arrangements with suppliers.  Our production  agreement with
Hoopeston extends for a period of five years that is automatically  extended for
one  additional  year as a year passes.  Hoopeston may terminate the  production
agreement on written  notice,  as we are also permitted to do, in the event of a
breach continuing after written notice that is not cured or waived.

In the three months ended March 31, 2004,  we derived  approximately  64% of our
sales from four customers, Kroger, Safeway,  Wal-Mart/Sam's Club and Albertson's
which is down from 67% in fiscal  2003.  We expect that each of these  customers
will  account for in excess of 10% of our sales  during the year ended  December
31, 2004. The loss of any of these customers  would have a significant  negative
impact on our business and results of operations.

Hoopeston depends on a limited number of significant suppliers.  These suppliers
are  generally  growers  or  their   representatives   who  supply  produce  and
commodities to make our products.  We believe that  alternate  sources of supply
are available if a  relationship  with one of these  suppliers  was  terminated.
Supply disruptions could adversely impact our results of operations if alternate
sources  of  supply  are  unavailable  on  short  notice,  if at all.  Hoopeston
purchases  cans and labels for our products from two suppliers for each of these
products and we believe that alternate sources of supply for these materials can
be located on relatively short notice.

Hoopeston  currently  relies on two suppliers for purchases of green chiles used
in our  products.  Although  Hoopeston  has not  experienced  any  difficulty in
obtaining  green chiles from these  suppliers,  a sustained  interruption in the
supply of green chiles for any reason would seriously harm our business. Neither
we nor Hoopeston has long-term  contracts with these suppliers,  so the price of
green chiles sold to Hoopeston  for use in our products may increase at any time
or the  quantity  of green  chiles  supplied  could be  curtailed  at any  time.
Difficulties  in obtaining  green chiles or the  imposition  of import quotas on
agricultural  products  generally  or green  chiles  in  particular  could  also
materially  harm  our  business  or  increase  the  production  costs  we pay to
Hoopeston.

**Related Party Transactions**

During 2003, we received  advances from our major stockholder that totaled $.035
million.  We used  proceeds  of  these  advances  to fund  our  working  capital
requirements  since we had no senior  revolving credit facility at that time. In
March 2004, we repaid the advances  from our major  stockholder  using  proceeds
from the senior  revolving line of credit.  These advances were not repaid using
proceeds of the IPO.

                                     **FORWARD-LOOKING STATEMENTS**

Certain  statements  included  in  "Management's   Discussion  and  Analysis  of
Financial  Condition  and  Results  of  Operations,"   including  "  -  Critical
Accounting  Policies  and  Estimates,"  " - Results of  Operations,"  " - Recent
Accounting Pronouncements," and "Liquidity and Capital Resources," and elsewhere
in this  report  are  "forward-looking  statements"  within  the  meaning of the
Securities  Act of 1933 and the  Securities  Exchange Act of 1934, as amended by
the  Private  Securities  Litigation  Reform  Act of 1995  (the  "Reform  Act").
Forward-looking  statements  include  Centennial's  expectations with respect to
industry growth trends,  effect of changes in the retail grocery industry on our
sales,  use of  estimates  for revenue  recognition,  other  estimates  used for
accounting purposes,  corporate cost structure,  our entry into new markets, our
ability to obtain new grocery, superstore and club store customers and expanding
our sales to existing  and new  customers,  our ability to secure and keep shelf
space  allocated  to our  products,  the  impact of  operational  and  financial
difficulties  experienced  by  Hoopeston  and related  increases in our costs of
production,  effect of adoption  of recent  accounting  pronouncements,  overall
operating results and the availability of capital.

Forward-looking    statements   are   not   statements   of   historical   fact.
Forward-looking  statements involve risks,  uncertainties and other factors that
may cause our or our industry's actual results, levels of activity,  performance
or  achievements to be materially  different from any future results,  levels of
activity,   performance   or   achievements   expressed   or  implied  by  these
forward-looking  statements.  You can  identify  forward-looking  statements  by
terminology such as "may," "should,"  "project,"  "would,"  "could,"  "believe,"
"expect," "anticipate," "estimate," "intend," "plan," "continue" or the negative
of these terms or other comparable terms.

Although we believe  that the  statements  we have made are based on  reasonable
assumptions, they are based on current information and beliefs and, accordingly,
Centennial  can give no assurance  that its  expectations  will be achieved.  In
addition,  these  statements  are  subject to factors  that could  cause  actual
results  to  differ  materially  from  those  suggested  by the  forward-looking
statements.  These factors include,  but are not limited to, factors  identified
below under the  caption  "Factors  That May Affect  Future  Operating  Results,
Financial  Condition  or  Business" in our Form 10-KSB on file with the SEC, and
the  factors  described  in this Form  10-QSB.  All  forward-looking  statements
attributable  to us are expressly  qualified by the  cautionary  statements  set
forth in such  factors.  We  caution  you not to  place  undue  reliance  on our
forward-looking  statements.  Except as  required  by law,  we do not  intend to
update  or  revise  any of  our  forward-looking  statements  to  conform  these
statements to actual results.

**Item 3.  Controls and Procedures**

We maintain  disclosure controls and procedures that are designed to ensure that
information required to be disclosed by us in the reports that we file or submit
to the Securities and Exchange  Commission under the Securities  Exchange Act of
1934, as amended,  is recorded,  processed,  summarized and reported  within the
time periods specified by the Commission's rules and forms, and that information
is  accumulated  and  communicated  to our  management,  including our principal
executive  officer  and  principal  financial  officer  (who we refer to in this
periodic  report as our  Certifying  Officers),  as  appropriate to allow timely
decisions  regarding required  disclosure.  Our management  evaluated,  with the
participation of our Certifying  Officers,  the  effectiveness of our disclosure
controls and procedures as of March 31, 2004,  pursuant to Rule 13a-15(b)  under
the Exchange Act. Based upon that evaluation,  our Certifying Officers concluded
that,  as of March  31,  2004,  our  disclosure  controls  and  procedures  were
effective.

There were no changes in our internal  control  over  financial  reporting  that
occurred during our quarter ended March 31, 2004 that have materially  affected,
or are  reasonably  likely to  materially  affect,  our  internal  control  over
financial reporting.

In  connection  with the review of the three months ended March 31, 2004,  there
were  no  "Reportable  Events"  within  the  meaning  of  Item  304(a)(1)(v)  of
Regulation S-K.

**PART II-- OTHER INFORMATION**

Item 1.  Legal Proceedings
--------------------------

      None

Item 2.  Changes in Securities
------------------------------

      None

Item 3.   Defaults Upon Senior Securities
-----------------------------------------

      None

Item 4.  Submission of Matters to a Vote of the Security Holders
----------------------------------------------------------------

      None

Item 5.  Other Information
--------------------------

      None

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

(a) Exhibits

      31.1  Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to
            Section 302 of The Sarbanes-Oxley Act of 2002 by Chief Executive Officer

      31.2  Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to
            Section 302 of The Sarbanes-Oxley Act of 2002 by Chief Financial Officer

      32.1  Certification of Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley
            Act of 2002, 18 U.S.C. Section 1350 by Chief Executive Officer

      32.2  Certification of Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley
            Act of 2002, 18 U.S.C. Section 1350 by Chief Financial Officer

(b) Reports on Form 8-K

      (1)   Current report on Form 8-K,  announcing  that recent movement in our stock price
      was not caused by the existence of material  non-public  information  and updating the
      previously  announced  information  concerning the grocery workers' strike in Southern
      California.

                                         **SIGNATURES**

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                 CENTENNIAL SPECIALTY FOODS CORPORATION

May 17, 2004                     By:/s/  JEFFREY R. NIEDER
                                    Jeffrey R. Nieder,
                                    Chief Executive Officer

                                 CENTENNIAL SPECIALTY FOODS CORPORATION

May 17, 2004                     By:/s/  DOUGLAS L. EVANS
                                    Douglas L. Evans,
                                    Chief Financial Officer
```