<PAGE>   1
                                                                        COMMENTS


                       SECURITIES AND EXCHANGE COMMISSION

                           Washington D.C. 20549-1004
                             -----------------------

                                    FORM 10-Q

         /X/      Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                  For the quarterly period ended June 25, 1999

                                       OR

         / /      Transition Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                         Commission file number 1-09559

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

                    DELAWARE                              11-2826129
         (State or other jurisdiction of     (IRS Employer Identification No.)
         incorporation or organization)

                   500 BI-COUNTY BLVD., FARMINGDALE, NEW YORK          11735
                    (Address of principal executive offices)         (Zip Code)

       Registrant's telephone number, including area code: (516)-694-1111


       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 / /

       At August 9, 1999, 1,000 shares of the registrant's Common Stock were
       outstanding.
<PAGE>   2
                           COLORADO PRIME CORPORATION
                                      INDEX


PART I.       FINANCIAL INFORMATION                                     PAGE NO.

Item 1.       CONSOLIDATED FINANCIAL STATEMENTS

              Consolidated Balance Sheets                                    1
              June 25, 1999 and December 25, 1998

              Statements of Consolidated Operations                          2
              Thirteen weeks ended June 25, 1999 and June 26, 1998

              Statements of Consolidated Operations                          3
              Twenty-Six weeks ended June 25, 1999 and June 26, 1998

              Statements of Consolidated Cash Flows                          4
              Twenty-Six weeks ended June 25, 1999 and June 26, 1998

              Notes to Consolidated Financial Statements                     5

Item 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS                            7


PART II.      OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K                              12


SIGNATURES                                                                  13
<PAGE>   3
                   COLORADO PRIME CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    (Dollars in thousands except share data))

<TABLE>
<CAPTION>
                                                         (Unaudited)  (Unaudited)
                                                           June 25,   December 25,
                                                            1999        1998
                                                          ---------    ---------
<S>                                                      <C>          <C>
ASSETS
Current Assets:
Cash                                                      $     495    $     994
Accounts receivable-net                                      51,819       54,237
Inventories                                                   4,570        4,695
Prepaid expenses and other current assets                     1,741        1,823
Refundable income tax                                           501          926
Deferred income tax benefit                                  10,209       12,419
                                                          ---------    ---------
     Total current assets                                    69,335       75,094
                                                          ---------    ---------
Property, Plant and Equipment - Net                           9,164        9,354
                                                          ---------    ---------
Non-current accounts receivable-net                          36,914       36,847
                                                          ---------    ---------
Goodwill                                                     44,798       45,609
                                                          ---------    ---------
Other assets                                                  6,961        8,055
                                                          ---------    ---------
TOTAL ASSETS                                              $ 167,172    $ 174,959
                                                          =========    =========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Accounts payable                                          $   4,448    $   4,926
Accrued expenses                                             14,734       18,772
Income and other taxes payable                                1,038          320
Current portion of capital lease obligations                    148          147
                                                          ---------    ---------
     Total current liabilities                               20,368       24,165
                                                          ---------    ---------

Revolver                                                     38,988       30,635
                                                          ---------    ---------

Senior unsecured notes, net of discount                      84,031       98,318
                                                          ---------    ---------

Long-term portion of capital lease obligations                3,728        3,782
                                                          ---------    ---------

Other liabilities                                             2,595        2,746
                                                          ---------    ---------

STOCKHOLDER'S EQUITY
Common Stock - par value, $.01, per share; 1,000 shares
authorized issued and outstanding                                --           --
Paid-in capital                                              25,868       25,868
Accumulated deficit                                          (8,406)     (10,555)
                                                          ---------    ---------
     Total stockholder's equity                              17,462       15,313
                                                          ---------    ---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                $ 167,172    $ 174,959
                                                          =========    =========
</TABLE>


                                       1
<PAGE>   4
                   COLORADO PRIME CORPORATION AND SUBSIDIARIES
                      STATEMENTS OF CONSOLIDATED OPERATIONS
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                    Thirteen Weeks  Thirteen Weeks
                                                        Ended           Ended
                                                       June 25,        June 26,
                                                         1999            1998
                                                       --------        --------
<S>                                                 <C>             <C>

PRODUCT SALES                                          $ 34,144        $ 36,047
FINANCE INCOME EARNED                                     3,350           3,362
                                                       --------        --------

TOTAL REVENUE                                            37,494          39,409

COST OF GOODS SOLD                                       13,111          13,382
                                                       --------        --------

GROSS MARGIN                                             24,383          26,027
                                                       --------        --------

OTHER COST AND EXPENSES:
Selling, general and administrative                      21,389          22,250
Amortization of goodwill                                    406             399
Interest expense                                          3,994           4,008
Other expense                                               150              65
                                                       --------        --------
     Total cost and expenses                             25,939          26,722
                                                       --------        --------


LOSS BEFORE BENEFIT FOR INCOME TAXES                     (1,556)           (695)


BENEFIT FOR INCOME TAXES                                   (391)           (300)
                                                       --------        --------

NET LOSS                                               $ (1,165)       $   (395)
                                                       ========        ========
</TABLE>


                                       2
<PAGE>   5
                   COLORADO PRIME CORPORATION AND SUBSIDIARIES
                      STATEMENTS OF CONSOLIDATED OPERATIONS
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Twenty-six    Twenty-six
                                                        Weeks Ended   Weeks Ended
                                                          June 25,     June 26,
                                                            1999         1998
                                                         --------      --------
<S>                                                      <C>           <C>

PRODUCT SALES                                            $ 67,370      $ 70,831
FINANCE INCOME EARNED                                       6,871         7,051
                                                         --------      --------

TOTAL REVENUE                                              74,241        77,882

COST OF GOODS SOLD                                         25,663        26,375
                                                         --------      --------

GROSS MARGIN                                               48,578        51,507
                                                         --------      --------

OTHER COST AND EXPENSES:
   Selling, general and administrative                     42,541        43,042
   Amortization of goodwill                                   811           782
   Interest expense                                         8,161         8,002
   Other expense                                              297           203
                                                         --------      --------
         Total cost and expenses                           51,810        52,029
                                                         --------      --------

LOSS BEFORE EXTRAORDINARY ITEM AND
   BENEFIT FOR INCOME TAXES                                (3,232)         (522)

(BENEFIT) PROVISION FOR INCOME TAXES                         (825)           92
                                                         --------      --------

NET LOSS BEFORE EXTRAORDINARY ITEM                         (2,407)         (614)

EXTRAORDINARY ITEM - GAIN ON EXTINGUISHMENT OF
   DEBT - NET OF TAX                                        4,556            --
                                                         --------      --------

NET INCOME (LOSS)                                        $  2,149      $   (614)
                                                         ========      ========
</TABLE>


                                       3
<PAGE>   6
                           COLORADO PRIME CORPORATION
                      STATEMENTS OF CONSOLIDATED CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 Twenty-six   Twenty-six
                                                                Weeks Ended  Weeks Ended
                                                                  June 25,     June 26,
                                                                    1999        1998
                                                                  -------      -------
<S>                                                             <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                 $ 2,149      $  (614)
                                                                  -------      -------

Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
     Depreciation and amortization                                  2,181        2,134
     Extraordinary gain, net                                       (4,556)          --
     Deferred income taxes                                           (826)          --
     Provision for doubtful accounts                                4,700        4,149
     Change in operating assets and liabilities:
          Accounts receivable                                      (2,349)      (4,011)
          Inventories                                                 125           46
          Prepaid expenses and other                                   82          (43)
          Refundable income taxes                                     425        2,483
          Other assets                                                 59         (338)
          Accounts payable                                           (478)         323
          Accrued expenses                                         (4,037)        (987)
          Other liabilities                                          (151)        (362)
          Income and other taxes payable                              718          102
                                                                  -------      -------
Total adjustments                                                  (4,107)       3,496
                                                                  -------      -------

Net cash (used in)  provided by operating activities               (1,958)       2,882
                                                                  -------      -------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investments in property, plant and equipment        (582)        (617)
                                                                  -------      -------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments)  under revolver                         8,353       (1,936)
Repurchase of senior notes                                         (6,259)          --
Decrease in capital lease obligations                                 (53)        (142)
                                                                  -------      -------

Net cash provided by (used in)  financing activities                2,041       (2,078)
                                                                  -------      -------

NET (DECREASE) INCREASE IN CASH                                      (499)         187

CASH, BEGINNING OF PERIOD                                             994          444
                                                                  -------      -------

CASH, END OF PERIOD                                               $   495      $   631
                                                                  =======      =======
</TABLE>


                                       4
<PAGE>   7
                   COLORADO PRIME CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.       Colorado Prime Corporation (the "Company" or "CPC") is a Delaware
         corporation and was incorporated in 1986. The Company is a wholly-owned
         subsidiary of Colorado Prime Holdings Inc. ("CPH"), formerly KPC
         Holdings Corporation ("Holdings"). On May 9, 1997, pursuant to a merger
         agreement between Holdings and Thayer Equity Investors III, L.P., a
         private equity investment limited partnership ("Thayer"), Colorado
         Prime Acquisition Corp. ("CPAC"), a transitory acquisition company
         established by Thayer prior to the consummation of the merger, merged
         with and into Holdings (the "Merger") following which Holdings was the
         surviving corporation and was renamed CPH.

2.       Reference is made to the notes to consolidated financial statements
         contained within the Company's audited financial statements for the
         period ended September 25, 1998 included in the Company's Annual Report
         on Form 10-K. In the opinion of management, the interim unaudited
         financial statements included herein reflect all adjustments necessary,
         consisting of normal recurring adjustments, for a fair presentation of
         such data on a basis consistent with that of the audited data presented
         therein. The results of operations for interim periods are not
         necessarily indicative of the results to be expected for a full year.

         Certain prior period balances have been reclassified to conform with
         the current period presentation.

3.       The Company has approved a change in its fiscal year from the last
         Friday in September to a January through December period. The new 1999
         fiscal year began on December 26, 1998 and will end on December 24,
         1999. Fiscal 2000 will be a 53 week year and end on December 29, 2000.

4        The consolidated financial statements include the accounts of the
         "Company" and its wholly-owned subsidiaries; Kal-Mar Properties Corp.
         ("Kal-Mar"), Concord Financial Services, Inc. ("Concord") and Prime
         Foods Development Corporation ("Prime"). In connection with the Merger
         discussed in Note 1, the Company issued $100.0 million of Senior
         Unsecured Notes (the "Notes"), which bear interest at 12.5% per annum
         and mature in 2004. (See the Company's Annual Report on Form 10-K for a
         further discussion of the Notes). In January 1999, the Company
         repurchased in aggregate $14.7 million (face value) of the then
         outstanding notes. The Notes are guaranteed on a senior unsecured basis
         by all existing subsidiaries (there are no non-guarantor subsidiaries)
         and any future U.S. subsidiaries of the Company. The guarantees of the
         subsidiaries are full, unconditional, joint and several. Summary
         financial data for Kal-Mar, Concord and Prime are as follows:


                                       5
<PAGE>   8
<TABLE>
<CAPTION>
                                                     June 25, 1999
                                                 (Dollars in Thousands)
                                            Kal-Mar       Concord        Prime
                                           --------      --------      --------
<S>                                        <C>           <C>           <C>
              Current assets               $     35      $ 57,005      $     12
              Non-current assets                977        35,878            --
              Current liabilities            (2,777)         (711)
              Non-current liabilities            --       (44,406)           --
                                           --------      --------      --------

              Net assets (liabilities)        1,012        45,700          (699)
                                           ========      ========      ========
</TABLE>

<TABLE>
<CAPTION>
                                                       For the Twenty-six Weeks Ended
                                                                June 25, 1999
                                                            (Dollars in Thousands)
                                                         Kal-Mar    Concord    Prime
                                                         -------    -------    -----
<S>                                                      <C>        <C>        <C>
              Net revenues                               $   80     $9,646     $    0
              Gross profit                                   80      9,646          0
              Income before provision for income tax         30      3,210          0
</TABLE>

Separate financial statements of the Company's subsidiaries are not presented as
the Company's management has determined that (i) the data presented above
provides meaningful information and (ii) the data in separate financial
statements other than that presented above would not be material to the
investors of the Notes.

5.       During the period ended December 25, 1998, management authorized and
         committed the Company to undertake three significant restructurings and
         recorded a combined restructuring charge of $5.3 million. The
         restructuring plan involves (i) outsourcing the production and
         fulfillment of its food products to a third party and the closing of
         its Farmingdale, New York processing plant, (ii) the consolidation of
         certain of its leased facilities and (iii) the involuntary termination
         of certain employees at its Farmingdale, New York corporate
         headquarters. During the quarter ended June 25, 1999, there have been
         no significant changes to the restructuring plan authorized by
         management.

6.       During January 1999, the Company repurchased in aggregate $14.7 million
         (face value) of its Notes at a cost of $6.3 million. Additionally, the
         Company wrote-off approximately $0.8 million of unamortized debt
         issuance cost related to the repurchased Notes. The Company realized an
         extraordinary gain of $4.6 million which was net of a tax provision of
         $3.0 million.


                                       6
<PAGE>   9
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

Certain information set forth herein contains forward-looking statements, as
such term is defined in Section 27A of the Securities Act of 1933, as amended
and Section 21 E of the Securities Exchange Act of 1934. Such statements are
subject to certain risks and uncertainties discussed herein, which could cause
actual results to differ materially from those in the forward-looking
statements.

OVERVIEW

The Company is a leading direct marketer of high quality, value-added food
programs and products related to in-home dining and entertainment. Using a
combination of telemarketing and in-home selling, Colorado Prime Corporation
believes that it is the only company to offer this type of in-home shopping
service on a broad scale, currently serving 32 states through 83 sales offices.
The Company sells individually packaged, top quality meats and poultry, seafood,
assorted pasta dishes and a wide selection of prepared entrees for direct
delivery to consumer households. The Company's food products are of a quality
generally found only in specialty gourmet shops and high-end restaurants and
require simple preparation using a microwave, conventional oven or grill. As a
complement to its food products, the Company also sells food-related and home
entertainment appliances and accessories with unique features not generally
available in traditional retail channels. The purchase of non-food items enables
customers to earn a lifetime discount on food purchases.

RESULTS OF OPERATIONS

THIRTEEN WEEKS ENDED JUNE 25, 1999 COMPARED TO THIRTEEN WEEKS ENDED JUNE 26,
1998.

Total revenue for the thirteen weeks ended June 25, 1999 decreased by $1.9
million, or 4.9%, to $37.5 million from $39.4 million for the thirteen weeks
ended June 26, 1998. Food revenue for the thirteen weeks ended June 25, 1999
decreased by $0.7 million, or 3.3%, to $20.9 million from $21.6 million for the
thirteen weeks ended and June 26, 1998. Non-food revenue for the thirteen weeks
ended June 25, 1999 decreased by $1.2 million, or 8.2%, to $13.3 million from
$14.5 million for the thirteen weeks ended June 26, 1998. The reduction in food
and non-food revenue was due to lower sales volume to new and existing
customers. Finance income for the thirteen weeks ended June 25, 1999 and June
26, 1998 was $3.4 million.

Gross profit for the thirteen weeks ended June 25, 1999 decreased by $1.6
million, or 6.3%, to $24.4 million from $26.0 million for the thirteen weeks
ended June 26, 1998. The gross profit margin for the thirteen weeks ended June
25, 1999 decreased to 65.0% from 66.0% for the thirteen weeks ended June 26,
1998. The decrease in the gross profit margin was primarily due to an increase
in the average customer discount.

SG&A expenses are principally comprised of selling, telemarketing, delivery and
general and administrative expenses. For the thirteen weeks ended June 25, 1999,
these expenses decreased


                                       7
<PAGE>   10
by $0.9 million, or 3.9%, to $21.4 million from $22.3 million for the thirteen
weeks ended June 26, 1998. The decrease was primarily due to certain recurring
and non-recurring cost reduction partially offset by an increase in sales and
telemarketing costs of $0.4 million and $0.3 million, respectively and higher
medical insurance costs of $0.3 million.

Interest expense for the thirteen weeks ended June 25, 1999 and June 26, 1998
was $4.0 million. The Company had a greater level of borrowing at a higher rate
of interest under the amended revolving credit agreement and incurred interest
in connection with the new corporate headquarters lease which was offset by
reduced indebtedness resulting from the Senior Note repurchase.

Other expense for the thirteen weeks ended June 25, 1999 and June 26, 1998 was
$0.1 million.

Benefit for income taxes for the thirteen weeks ended June 25, 1999 increased by
$0.1 million to a benefit of $0.4 million from a benefit of $0.3 million for the
thirteen weeks ended June 26, 1998. The increase was due to lower pre-tax
income.

Net loss for the thirteen weeks ended June 25, 1999 increased to $1.2 million
from a loss of $0.4 million for the thirteen weeks ended June 26, 1998 for the
reasons discussed above.

TWENTY-SIX WEEKS ENDED JUNE 25, 1999 COMPARED TO TWENTY-SIX WEEKS ENDED JUNE 26,
1998.

Total revenue for the twenty-six weeks ended June 25, 1999 decreased by 3.7
million, or 4.7% to $74.2 million from $77.9 million for the twenty-six weeks
ended June 26, 1998. Food revenue for the twenty-six weeks ended June 25, 1999
decreased by $2.7 million, or 6.4%, to $40.4 million from $43.1 million for
twenty-six weeks ended and June 26, 1998. Non-food revenue for the twenty-six
weeks ended June 25, 1999 decreased by $0.7 million, or 2.6%, to $27.0 million
from $27.7 million for the twenty-six weeks ended June 26, 1998. The reduction
in food revenue was due to lower food sales to new and existing customers caused
in part by two less food delivery days during the twenty-six weeks ended June
25, 1999 as compared to 1998. The decrease in non-food revenue was due to lower
sales to new and existing customers. Finance income for the twenty-six weeks
ended June 25, 1999 decreased by $0.2 million, or 2.6%, to $6.9 million from
$7.1 million for the twenty-six ended June 26, 1998. The decrease resulted from
a reduction in interest eligible non-food accounts.

Gross Profit for the twenty-six weeks ended June 25, 1999 decreased by $2.9
million, or 5.7%, to $48.6 million from $51.5 million for the twenty-six weeks
ended June 26, 1998. The gross profit margin for the twenty-six weeks ended June
25, 1999 decreased to 65.4% from 66.1% for the twenty-six weeks ended June 26,
1998. The decrease in the gross profit margin was primarily due to an increase
in the average customer discount.

SG&A expenses are principally comprised of selling, telemarketing, delivery and
general and administrative expenses. For the twenty-six weeks ended June 25,
1999, these expenses decreased by $0.5 million, or 1.2%, to $42.5 million from
$43.0 million for the twenty-six weeks ended June 26, 1998. The decrease was
primarily due to certain recurring and non-recurring cost reductions partially
offset by an increase in sales and telemarketing costs of $0.8 million


                                       8
<PAGE>   11
and $0.3 million respectively, higher medical insurance costs of $0.4 million
and higher bad debt costs of $0.6 million.

Interest expense for the twenty-six weeks ended June 25, 1999 increased to $8.2
million from $8.0 million for the twenty-six weeks ended June 26, 1998. The
increase was attributable to a greater level of borrowing at a higher rate of
interest under the amended revolving credit agreement, fees incurred in
connection with the amended revolving credit agreement and interest incurred in
connection with the new corporate headquarters lease which was partially offset
by reduced indebtedness resulting from the Senior Note repurchase.

Other expense for the twenty-six weeks ended June 25, 1999 increased to $0.3
million from $0.2 million for the twenty-six weeks ended June 26, 1998.

Provision (Benefit) for income taxes for the twenty-six weeks ended June 25,
1999 decreased by $0.9 million to a benefit of $0.8 million from a provision of
$0.1 million for the twenty-six weeks ended June 26, 1998. The decrease was due
to lower pre-tax income.

Extraordinary gain for the twenty-six weeks ended June 25, 1999 resulted from
the repurchase of $14.7 million of Senior Notes at a cost of $6.3 million.
Additionally, the Company incurred $0.8 million of non-cash charges related to
the repurchase. The Company realized an extraordinary gain of $4.6 million which
was net of a tax provision of $3.0 million

Net income for the twenty-six weeks ended June 25, 1999 increased to $2.1
million from a loss of $0.6 million for the twenty-six weeks ended June 26, 1998
for the reasons discussed above.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities for the twenty-six weeks ended June 25,
1999 was $2.0 million, primarily comprised of a net income of $2.1 million, non
cash charges of $1.4 million and an increase in other payables of $0.7 million
and a decrease in accounts receivable of $2.4 million offset by a decrease in
accrued expenses of $4.0 million and an extraordinary gain of $4.6 million.

Net cash used in investing activities for the twenty-six weeks ended June 25,
1999 of $0.6 million was for capital expenditures.

Net cash provided by financing activities for the twenty-six weeks ended June
25, 1999 was $2.0 million, comprised of additional borrowings under the revolver
to fund the Senior Note repurchase.

The Company had working capital of $49.0 million as of June 25, 1999 compared to
$50.9 million as of December 25, 1998.

The Company has a $50.0 million working capital revolver, with $8.6 million of
unused availability as of June 25, 1999. The working capital revolver contains
certain covenants requiring the Company to meet certain financial test including
a minimum fixed charge coverage


                                       9
<PAGE>   12
ratio, a maximum leverage ratio, and a limitation on capital expenditures. The
working capital revolver and the senior unsecured notes impose certain other
restrictions on the Company, including restrictions on its ability to incur
indebtedness, pay dividends, make investments, grant liens, sell its assets and
engage in certain other activities. In addition, the indebtedness of the Company
under its working capital revolver is secured by all of the assets of the
Company, including the Company's real and personal property, inventory, accounts
receivable, intellectual property and other intangibles.

Management believes that cash flow from operations, together with other
available sources of funds including enhanced borrowing capacity from
refinancing the current working capital revolver will be adequate for at least
the next twelve months to make required payments of principal and interest on
the Company's indebtedness and to fund anticipated capital expenditures and
working capital requirements. The ability of the Company to meet its debt
service obligations and reduce its total debt will be dependent, however, upon
the future performance of the Company which, in turn, will be subject to general
economic conditions and to financial, business and other factors, including
factors beyond the Company's control. Debt outstanding under the working capital
revolver will bear interest at floating rates; therefore, the Company's
financial condition is and will continue to be affected by changes in prevailing
interest rates.

During January 1999, the Company repurchased in aggregate $14.7 million (face
value) of its Senior Notes at a cost of $6.3 million. The purchase was funded by
additional borrowings under its working capital revolver and will generate
approximately $1.4 million in annual cash interest savings.

The Company is subject to certain market risk factors related to its fixed rate
senior unsecured notes and its variable rate working capital revolver. The
Company does not believe the interest rate risk to be material and has disclosed
the factors in its Annual Report on Form 10-K for the year ended September 25,
1998.

Inflation

The Company believes that inflation has not had a material impact on its results
of operations for the thirteen weeks ended June 25, 1999.

Other -Year 2000

The Company has developed a comprehensive plan to address Year 2000 issues. The
plan addresses three main areas: (a) information systems; (b) embedded chips;
and (c) supply chain readiness. To oversee the process, the Company has
established an oversight committee which reports to the Board of Directors and
the Audit Committee.

The Company has identified potential deficiencies related to Year 2000 in its
information systems, both hardware and software, and is in the process of
addressing them through upgrades and other remediation. The Company expects to
complete remediation and testing of its internal systems by the end of the third
quarter. With respect to other equipment with date-sensitive


                                       10
<PAGE>   13
operating controls such as manufacturing equipment, HVAC, security and other
similar systems, the Company has completed the process of identifying those
items which may require remediation or replacement. The Company expects to
complete remediation or replacement and testing of these systems by the end of
the third quarter. As for the third parties, the Company has identified and
contacted both inventory and non-inventory suppliers for Year 2000 readiness.
For the critical vendors for which an appropriate response has not been
received, the Company has begun to identify potential alternative suppliers.

Based upon the Company's current estimates, incremental out-of-pocket costs of
its Year 2000 program are not expected to be material.

At this stage of the process, the Company believes that it is difficult to
specifically identify the cause of the most reasonable worst case Year 2000
scenario. As with all manufacturers and distributors of products such as those
sold by the Company, a reasonable worst case scenario would be the result of
failures of third parties (including, without limitation, governmental entities
and entities with which the Company has no direct involvement) that continue for
more than several days in various geographic areas where the Company's products
are produced or sold or in areas from which the Company's raw materials and
products are sourced. In connection with the production of products and
suppliers of raw materials the Company is considering various contingency plans.
Continuing failures that limit consumers' ability to purchase would most likely
have a material adverse effect on the Company's results of operations. The
extent of such lost revenue cannot be estimated at this time; however, the
Company is considering contingency plans to limit, to the extent possible, the
effect of such lost revenue on the Company's results of operations. Any such
plans would necessarily be limited to matters over which the Company can
reasonably control.

The Company's Year 2000 efforts are ongoing and its overall plan, as well as the
consideration of contingency plans, will continue to evolve, as new information
becomes available. While the Company anticipates continuity of its business
activities, that continuity will be dependent upon its ability, and the ability
of third parties with whom the company relies on directly, or indirectly, to be
Year 2000 compliant.


                                       11
<PAGE>   14
PART II    OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)      There were no Exhibits filed during the period

(b)      There were no Forms 8-K filed during the period


                                       12
<PAGE>   15
SIGNATURES


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



                                            COLORADO PRIME CORPORATION
                                                   (Registrant)


Dated:  August 12, 1999                     By: /s/ Matthew Burris
                                                -------------------------------
                                                Chief Financial Officer


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