<PAGE>   1
                                                                   DRAFT 4/29/99

                       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 March 26, 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 May 7, 1999, 1,000 shares of the registrant's Common Stock were outstanding.
<PAGE>   2
                           COLORADO PRIME CORPORATION
                                      INDEX


<TABLE>
<CAPTION>

PART I.                  FINANCIAL INFORMATION                                             PAGE NO.
<S>                      <C>                                                               <C>
Item 1.                  CONSOLIDATED FINANCIAL STATEMENTS

                         Consolidated Balance Sheets                                               1
                         March 26, 1999 and September 25, 1998

                         Statements of Consolidated Operations                                     2
                         Thirteen weeks ended March 26, 1999 and March 27, 1998

                         Statements of Consolidated Cash Flows                                     3
                         Thirteen weeks ended March 26, 1999 and March 27, 1998

                         Notes to Consolidated Financial Statements                                4

Item 2.                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND           6
                         RESULTS OF OPERATIONS


PART II.                 OTHER INFORMATION

Item 6.                  Exhibits and Reports on Form 8-K                                         10


SIGNATURES                                                                                        11
</TABLE>
<PAGE>   3

                   COLORADO PRIME CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    (Dollars in thousands except share data))
<TABLE>
<CAPTION>

                                                                          (Unaudited)         (Unaudited)
                                                                           March 26,         December 25,
ASSETS                                                                        1999               1998
                                                                              ----               ----
<S>                                                                       <C>               <C>
Current Assets:
Cash                                                                      $   1,480         $     994
Accounts receivable-net                                                      52,363            54,237
Inventories                                                                   4,579             4,695
Prepaid expenses and other current assets                                     1,892             1,823
Refundable income tax                                                           501               926
Deferred income tax benefit                                                   9,818            12,419
                                                                          ---------         ---------
     Total current assets                                                    70,633            75,094
                                                                          ---------         ---------

Property, Plant and Equipment - Net                                           9,390             9,354
                                                                          ---------         ---------

Non-current accounts receivable-net                                          37,301            36,847
                                                                          ---------         ---------

Goodwill                                                                     45,203            45,609
                                                                          ---------         ---------

Other assets                                                                  7,121             8,055
                                                                          ---------         ---------

TOTAL ASSETS                                                              $ 169,648         $ 174,959
                                                                          =========         =========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Accounts payable                                                          $   4,811         $   4,926
Accrued expenses                                                             20,197            18,772
Income and other taxes payable                                                  248               320
Current portion of capital lease obligations                                    147               147
                                                                          ---------         ---------

     Total current liabilities                                               25,403            24,165
                                                                          ---------         ---------

Revolver                                                                     35,214            30,635
                                                                          ---------         ---------

Senior unsecured notes, net of discount                                      83,973            98,318
                                                                          ---------         ---------


Long-term portion of capital lease obligations                                3,753             3,782
                                                                          ---------         ---------


Other liabilities                                                             2,678             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                                                          (7,241)          (10,555)
                                                                          ---------         ---------

     Total stockholder's equity                                              18,627            15,313
                                                                          ---------         ---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                $ 169,648         $ 174,959
                                                                          =========         =========

</TABLE>



                                       3
<PAGE>   4
                   COLORADO PRIME CORPORATION AND SUBSIDIARIES
                      STATEMENTS OF CONSOLIDATED OPERATIONS
                              (Dollars in thousand)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                             Thirteen Weeks    Thirteen Weeks
                                                 Ended            Ended
                                                March 26,        March 27,
                                                 1999              1998
                                                 ----              ----

<S>                                          <C>               <C>
PRODUCT SALES                                  $ 33,226         $ 34,784
FINANCE INCOME EARNED                             3,521            3,690
                                               --------         --------
TOTAL REVENUE                                    36,747           38,474
COST OF GOODS SOLD                               12,551           12,993
                                               --------         --------

GROSS MARGIN                                     24,196           25,481
                                               --------         --------

OTHER COST AND EXPENSES:
Selling, general and administrative              21,153           20,790
Amortization of goodwill                            406              383
Interest expense                                  4,167            3,994
Other expense                                       148              138
                                               --------         --------
     Total cost and expenses                     25,874           25,305
                                               --------         --------

(LOSS) INCOME BEFORE EXTRAORDINARY ITEM
     AND BENEFIT FOR INCOME TAXES                (1,678)             176

(BENEFIT) PROVISION FOR INCOME TAXES
                                                   (434)             392
                                               --------         --------

NET LOSS BEFORE EXTRAORDINARY ITEM               (1,244)            (216)

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

NET INCOME (LOSS)                              $  3,312         ($   216)
                                               ========         ======== 
</TABLE>






                                       4
<PAGE>   5
                           COLORADO PRIME CORPORATION
                      STATEMENTS OF CONSOLIDATED CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                Thirteen Weeks    Thirteen Weeks
                                                                                    Ended             Ended
                                                                                   March 26,        March 27,
                                                                                      1999            1998


<S>                                                                             <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss)                                                                   $ 3,312         ($  216)
                                                                                    -------         --------

Adjustments to reconcile net income/(loss) to net cash provided by operating
activities:
     Depreciation and amortization                                                    1,088           1,048
     Extraordinary gain, net                                                         (4,556)             --
     Deferred income taxes                                                             (435)             --
     Provision for doubtful accounts                                                  2,350           1,424
     Change in operating assets and liabilities:
          Accounts receivable                                                          (930)           (999)
          Inventories                                                                   116            (253)
          Prepaid expenses and other                                                    (69)           (144)
          Refundable income taxes                                                       425           2,483
          Other assets                                                                  138            (148)
          Accounts payable                                                             (115)          1,437
          Accrued expenses                                                            1,427           3,142
          Other liabilities                                                             (68)            (65)
          Income and other taxes payable                                                (72)            261
                                                                                    -------         --------
Total adjustments                                                                      (701)          8,186
                                                                                    -------         --------

Net cash  provided by operating activities                                            2,611           7,970
                                                                                    -------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities                                                  (416)           (460)
                                                                                    -------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments)  under revolver                                           4,579          (7,295)
Repurchase of senior notes                                                           (6,259)             --
Decrease in capital lease obligations                                                   (29)            (69)
                                                                                    -------         --------

Net cash used in financing activities                                                (1,709)         (7,364)
                                                                                    -------         --------

NET INCREASE IN CASH                                                                    486             146

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

CASH, END OF PERIOD                                                                 $ 1,480         $   590
                                                                                    =======         ========

</TABLE>



                                       5
<PAGE>   6
                   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:




                                       6
<PAGE>   7
<TABLE>
<CAPTION>

                                            March 26, 1999
                                         (Dollars in Thousands)

                                 Kal-Mar         Concord           Prime
                                 -------         -------           -----

<S>                             <C>              <C>              <C>
Current assets                  $     14         $ 57,500         $  12
Non-current assets                   981           36,268            --
Current liabilities                                (2,778)         (711)
Non-current liabilities               --          (46,643)           --
                               ---------          -------         ------

Net assets (liabilities)             995           44,347          (699)
                               =========           ======         ======

</TABLE>


<TABLE>

                                            For the thirteen weeks ended
                                                   March 26, 1999
                                               (Dollars in Thousands)
                                            Kal-Mar     Concord      Prime
                                            -------     -------      -----

<S>                                         <C>         <C>          <C>
Net revenues                                  $40        $4,824        $0
Gross profit                                   40         4,824         0
Income before provision for income tax         14         1,608         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 plan, (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 March 26, 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.



                                       7
<PAGE>   8
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 MARCH 26, 1999 COMPARED TO THIRTEEN WEEKS ENDED MARCH 27,
1998.

Total revenue for the thirteen weeks ended March 26, 1999 decreased by $1.8
million, or 4.5%, to $36.7 million from $38.5 million for the thirteen weeks
ended March 27, 1998. Food revenue for the thirteen weeks ended March 26, 1999
decreased by $2.0 million, or 9.4%, to $19.5 million from $21.5 million for the
thirteen weeks ended and March 27, 1998. Non-food revenue for the thirteen weeks
ended March 26, 1999 increased by $0.5 million, or 3.6%, to $13.7 million from
$13.2 million for the thirteen weeks ended March 27, 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 in the thirteen weeks ended March 26, 1999 as
compared to 1998. The increase in non-food revenue was due to higher sales to
new customers. Finance income for the thirteen weeks ended March 26, 1999
decreased by $0.2 million, or 4.6%, to $3.5 million from $3.7 million for the
thirteen weeks ended March 27, 1998. The decrease resulted from a reduction in
interest eligible non-food accounts.

Gross profit for the thirteen weeks ended March 26, 1999 decreased by $1.3
million, or 5.0%, to $24.2 million from $25.5 million for the thirteen weeks
ended March 27, 1998. The gross profit margin for the thirteen weeks ended March
26, 1999 decreased to 65.8% from 66.2% for the


                                       8
<PAGE>   9
thirteen weeks ended March 27, 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 March 26,
1999, these expenses increased by $0.4 million, or 1.7%, to $21.2 million from
$20.8 million for the thirteen weeks ended March 27, 1998. The increase was
primarily due to $0.9 million higher bad debt expense and $0.2 million higher
medical insurance cost partially offset by lower administrative payroll and
expense reductions. The amount of bad debt expense for the thirteen weeks ended
March 26, 1999 is consistent with the previous two thirteen week periods.

Interest expense for the thirteen weeks ended March 26, 1999 increased to $4.2
million from $4.0 million for the thirteen weeks ended March 27, 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 partially offset by reduced
indebtedness resulting from the Senior Note repurchase.

Other expense for the thirteen weeks ended March 26, 1999 and March 27, 1998 was
$0.1 million.

Provision (Benefit) for income taxes for the thirteen weeks ended March 26, 1999
decreased by $0.8 million to a benefit of $0.4 million from a provision of $0.4
million for the thirteen weeks ended March 27, 1998. The decrease was due to
lower pre-tax income.

Extraordinary gain for the thirteen weeks ended March 26, 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 thirteen weeks ended March 26, 1999 increased to $3.3 million
from a loss of $0.2 million for the thirteen weeks ended March 27, 1998 for the
reasons discussed above.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities for the thirteen weeks ended March 26,
1999 was $2.6 million, primarily comprised of a net income of $3.3 million, non
cash charges of $3.0 million and an increase in accrued expenses of $1.4 million
partially offset by a non cash extraordinary gain of $4.6 million and an
increase in accounts receivable of $1.0 million.

Net cash used in investing activities for the thirteen weeks ended March 26,
1999 of $0.4 million was for capital expenditures.

Net cash used in financing activities for the thirteen weeks ended March 26,
1999 was $1.7 million, comprised of additional borrowings under the revolver to
fund the Senior Note repurchase.

                                       9
<PAGE>   10
The Company had working capital of $45.2 million as of March 26, 1999 compared
to $50.9 million as of December 25, 1998.

The Company has a $50.0 million working capital revolver, with $14.8 million of
unused capacity as of March 26, 1999. The working capital revolver contains
certain covenants requiring the Company to meet certain financial test including
a minimum fixed charge coverage 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 the availability of borrowings under its
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 March 26, 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


                                       10
<PAGE>   11
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 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. The Company has the right to terminate
its agreement with its major beef suppliers if documentation as to the
supplier's Year 2000 readiness is not provided.

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>   12
PART II    OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibit
         No

         10.14.3    Final Amendment No.6 and waiver to Credit Agreement among
                    CPC, the institutions party thereto as Lenders and Dresdner
                    AG, New York and Cayman Branches, as the Agents, dated
                    December 25, 1998.

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



                                       12
<PAGE>   13
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:  May 7, 1999                   By: /s/ Matthew Burris
                                         ---------------------------------------
                                         Chief Financial Officer




                                       13