================================================================================
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

         QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

                    For the Quarter ended September 30, 2000
                                       OR
     _   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from . . . . . . . . . . . . to . . . . . . . . . . .

                        Commission file number 000-25351

                      ALFORD REFRIGERATED WAREHOUSES, INC.
               (Exact name of Registrant as specified in charter)

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             TEXAS                                                75-2695621
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)
--------------------------------------------------------------------------------

                                318 Cadiz Street
                               Dallas, Texas 75207
                    (Address of principal executive offices)

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       Registrant's telephone number, including area code: (214) 426-5151

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     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section  13 or 15(d) of the  Exchange  Act during the past 12 months (or for the
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 __ No __

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practical date:

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   Title of Class                                       Shares Outstanding as of
                                                            September 30, 2000
                                                            ------------------
   $0.01 Par Value Common Stock                                 7,540,715
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Transitional Small Business Disclosure Format (check one):  Yes     No   X
                                                               ----    ----
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<PAGE>


                                      INDEX

Part I - Financial Information

Item 1.  Financial Statements (Unaudited)

         Consolidated Balance Sheet:
           September 30, 2000 and December 31, 1999                          4

         Consolidated Statement of Operations:
           Nine Months Ended September 30, 2000 and 1999                     5

         Consolidated Statement of Operations:
           Three Months Ended September 30, 2000 and 1999                    6

         Consolidated Statements of Cash Flows:
           Nine Months Ended September 30, 2000 and 1999                     7

         Notes to Consolidated Financial Statements                          8

Item 2.  Management's Discussion and Analysis of Financial Condition
and Results of Operations                                                    9

Part II - Other Information

Item 1.  Legal Proceedings                                                  13

Item 2.  Change in Securities and
           Use of Proceeds                                                  13

Item 3.  Default Upon Senior Securities                                     13

Item 4.  Submission of Matters to
           a Vote of Security Holders                                       13

Item 5.  Other Information                                                  13

Item 6.  Exhibits and Reports on Form 8-K                                   13

<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


<PAGE>

<TABLE>
<CAPTION>

ALFORD REFRIGERATED WAREHOUSES, INC.
Consolidated Balance Sheets

----------------------------------------------------------------------------------------------------------------------
                                                                                       9/30/2000         12/31/99
                                                                                      (Unaudited)       (Audited)
======================================================================================================================
<S>                                                                                     <C>               <C>
Assets     --     Current
Cash and cash equivalents                                                               $ 2,937,906       $   105,075
  Accounts receivable                                                                     1,333,179         1,753,890
  Prepaid expenses                                                                          405,458           278,498
  Income tax receivable                                                                      19,500            13,000
  Escrows                                                                                   604,569           565,282
                                                                                        -----------       -----------
Total Current Assets                                                                    $ 5,300,612       $ 2,715,745
======================================================================================================================
Property, plant & equipment, net                                                        $14,853,427       $21,422,381
Due from affiliate                                                                        2,376,685         2,198,926
Other assets                                                                                474,784           600,418
Deposits                                                                                    115,676           172,235
                                                                                        -----------       -----------
Total Assets                                                                            $23,121,184       $27,109,705
=====================================================================================================================
Liabilities & Stockholders' Equity     --     Current
    Line of Credit                                                                      $ 1,112,248       $         0
    Accounts payable                                                                      1,400,060           930,336
  Property taxes payable                                                                    298,984           549,307
  Accrued charges                                                                         1,526,429           822,649
  Notes payable                                                                             249,657           351,112
  Current maturities of long-term debt                                                    2,545,269           963,885
                                                                                        -----------       -----------
Total Current Liabilities                                                               $ 7,132,647       $ 3,617,289
=====================================================================================================================
Deferred revenue                                                                          $ 178,804         $ 285,516
Long-term debt, less current maturities                                                   9,103,808        16,750,318
Line of Credit                                                                                    0         1,366,654
Deferred tax liability                                                                      176,039           176,039
                                                                                        -----------       -----------
Total Liabilities                                                                       $16,591,298       $22,195,816
=====================================================================================================================
Stockholders' Equity
Preferred stock,  par value $0.01 per share;  5,000,000  shares  authorized;  none
issued                                                                                            -                 -
Common stock,  par value $0.01 per share;  50,000,000  shares  authorized;  issued
7,540,715                                                                               $    75,407       $    75,407
  Additional paid-in capital                                                              6,556,995         6,556,995
  Retained earnings                                                                       2,587,484           971,487
  Stock subscriptions and note receivables                                                 (940,000)         (940,000)
  Treasury stock at cost (500,000 shares)                                                (1,750,000)       (1,750,000)
                                                                                        -----------       -----------
Total Stockholders' Equity                                                                6,529,886         4,913,889
                                                                                        -----------       -----------
Total Liabilities & Stockholders' Equity                                                $23,121,184       $27,109,705
                                                                                        ===========       ===========

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


ALFORD REFRIGERATED WAREHOUSES, INC.
Consolidated Statement of Operations

                                                              (Unaudited)
--------------------------------------------------------------------------------------------------------------------
Nine months ended September 30,                                                              2000              1999
====================================================================================================================
<S>                                                                                   <C>              <C>
Warehouse revenues                                                                    $ 9,988,992      $ 11,641,032
Operating Costs                                                                         7,420,620         7,482,625
Direct Profit Contribution                                                              2,568,372         4,158,407
====================================================================================================================
General & Administrative Expenses                                                         634,916           724,012
Depreciation, Rent & Interest Expenses:
Depreciation                                                                              660,941           645,666
         Rent                                                                             450,000           630,356
         Interest                                                                       1,195,456         1,137,887
                                                                                      -----------       -----------
Total Depreciation, Rent & Interest Expense                                           $ 2,306,397       $ 2,413,909
Other Income
   Gain on sale of land, building and equipment                                       $ 2,821,938       $         0
Income Before Income Taxes                                                            $ 2,448,997       $ 1,020,486
Income Tax Expense                                                                        833,000           346,965
                                                                                      -----------       -----------
Net Income                                                                            $ 1,615,997       $   673,521
===================================================================================================================
Basic Earnings Per Share
Net Income                                                                            $      0.21       $      0.09
===================================================================================================================
Weighted Average
Common shares used in computing earnings per share                                      7,540,715         7,247,344
===================================================================================================================

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


ALFORD REFRIGERATED WAREHOUSES, INC.
Consolidated Statement of Operations

                                                              (Unaudited)
--------------------------------------------------------------------------------------------------------------------
Three months ended September 30,                                                             2000              1999
====================================================================================================================
<S>                                                                                   <C>               <C>
Warehouse revenues                                                                    $ 2,873,871       $ 4,326,991
Operating Costs                                                                         2,289,172         2,689,320
Direct Profit Contribution                                                                584,699         1,637,671
====================================================================================================================
General & Administrative Expenses                                                         223,702           272,361
Depreciation, Rent & Interest Expenses:
Depreciation                                                                              203,388           238,924
         Rent                                                                             150,000           225,840
         Interest                                                                         330,755           404,782
                                                                                      -----------       -----------
Total Depreciation, Rent & Interest Expense                                           $   684,143       $   869,546
====================================================================================================================
Other Income
   Gain on sale of land, building and equipment                                       $       100       $         0
Income (Loss) Before Income Taxes                                                     $(  323,046)      $   495,764
Income Tax Expense (Benefit)                                                           (  109,000)          168,560
                                                                                      -----------       -----------
Net Income (Loss)                                                                     $(  214,046)      $   327,204
====================================================================================================================
Basic Earnings (Loss) Per Share
Net Income                                                                            $     (0.03)      $      0.05
====================================================================================================================
Weighted Average
Common shares used in computing earnings per share                                      7,540,715         7,247,344
====================================================================================================================

</TABLE>



<PAGE>

<TABLE>
<CAPTION>

ALFORD REFRIGERATED WAREHOUSES, INC.
Consolidated Statement of Cash Flows

                                                              (Unaudited)
--------------------------------------------------------------------------------------------------------------------
Nine months ended September 30,                                                              2000           1999
====================================================================================================================
                                                                  Operating
                                                                 Activities:
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>               <C>
         Net Income                                                                    $1,615,997        $  673,521
  Adjustments  to  reconcile  net  income  to net  cash  provided  by  operating
    activities:

Gain on sale of land, building and equipment                                           (2,821,938)                0
     Depreciation expense                                                                 660,934           645,666
     Deferred income taxes                                                                      0           326,555
     Changes in operating assets and liabilities:
        Accounts receivable                                                               427,020           454,629
        Prepaid expenses                                                                  356,502           144,129
        Deposits and escrows                                                               78,266           156,097
        Income tax receivable                                                              (6,500)           (6,500)
        Other assets                                                                       47,255          (296,999)
        Accounts payable                                                                  445,878           469,776
        Property taxes payable                                                           (174,847)         (136,980)
        Accrued charges                                                                   741,678               923
        Notes payable                                                                    (586,031)         (240,110)
        Deferred revenue                                                                 (106,712)          (13,057)
                                                                                       ----------       -----------
Net Cash Provided by Operating Activities                                              $  677,502       $ 2,177,650
====================================================================================================================
Investing Activities:

    Proceeds from sale of land, building and equipment                                 $3,662,766       $         0
  Due from affiliates                                                                    (177,759)       (1,465,053)
  Capital expenditures                                                                   (177,014)         (465,580)

    Increase in note receivable                                                                 0          (400,000)
                                                                                       ----------       -----------
Net Cash Provided by (Used in) Investing Activities                                    $3,307,993       $(2,330,633)
====================================================================================================================
Financing Activities:

    Proceeds from borrowings                                                                    0         1,847,699
  Principal payments on borrowings                                                     (1,152,664)       (1,701,383)

    Proceeds from sale of stock subscriptions                                                   0            60,000
                                                                                       ----------       -----------
Net Cash (Used in) Provided by Financing Activities                                    (1,152,664)          206,316
====================================================================================================================
Net increase in cash and cash equivalents                                               2,832,831            53,333
Cash and cash equivalents, beginning of period                                            105,075           109,517
                                                                                       ----------       -----------
Cash and cash equivalents, end of period                                               $2,937,906       $   162,850
====================================================================================================================
</TABLE>


<PAGE>


                      ALFORD REFRIGERATED WAREHOUSES, INC.

                   Notes to Consolidated Financial Statements
                                   (unaudited)

1. The  accompanying  consolidated  financial  statements  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information.  Accordingly,  they  do not  contain  all of  the  information  and
footnotes  required by generally  accepted  accounting  principles  for year end
financial  statements.  It is the opinion of management that all adjustments and
eliminations (consisting only of normal, recurring entries) necessary for a fair
presentation  of financial  position as at September 30, 2000 and the results of
operations  for the  period  then  ended  have been  included.  The  results  of
operations for any interim period are not necessarily  indicative of results for
the  full  year.  These  consolidated  financial  statements  should  be read in
conjunction with the financial  statements and accompanying  notes, for the year
ended  December 31, 1999,  contained in the Company's  Form 10-KSB as filed with
the Securities and Exchange Commission.

2. Basic earnings per share is computed based on the weighted  average number of
shares  outstanding  during  each of the  periods.  Diluted  earnings  per share
include the dilutive effect of unexercised stock options and warrants.


<PAGE>


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

Forward Looking Statements

       With the exception of historical  information,  the matters  discussed in
this report are "forward looking  statements" as that term is defined in Section
21E of the Securities Exchange Act of 1934. The Company cautions the reader that
actual  results  could  differ  materially  from those  expected  by the Company
depending  on the outcome of certain  factors,  including,  without  limitation,
adverse changes in the market for the Company's services.  Readers are cautioned
not  to  place   undue   reliance   on  any   forward-looking   statement.   All
forward-looking statements speak only as of the date of this filing. The Company
does not have any obligations to update or otherwise make any revisions to these
statements  to reflect  events or  circumstances  after the date of this filing,
including,  without  limitation,  changes in the Company's  business strategy or
planned  capital  expenditures,  or to reflect the  occurrence of  unanticipated
events.

General

       The Company currently operates three facilities in the state of Texas.

       Unless  otherwise  noted,  all dollar  amounts are rounded to the nearest
dollar.  Reference to 2000 and 1999 are to the nine months ended September 30 of
each year.

Nine Months Ended  September 30, 2000,  Compared to Nine Months Ended  September
30, 1999:

Revenues

       Total revenues for 2000 were  $9,988,992,  a decrease of  $1,652,040,  or
14.2%,  compared to revenues of $11,641,032  for 1999. This decrease in revenues
is due  primarily  to the  sale of the La Porte  facility  on June 1,  2000.  In
addition  revenues at the Fort Worth and Richardson  facilities  were lower than
1999 since the  Company  was  negotiating  a long term lease for each  facility.
During this time the Company did not accept any new public warehousing business,
in order that the space would be available for the prospective tenants.

       The  Company  recorded  net income of  $1,615,997,  or $.21 per share for
2000, as compared to a net income of $673,521,  or $.09 per share for 1999. This
increase in net income is due to the gain on the sale of the La Porte facility.

Operating Costs

       Operating costs decreased by $62,005,  or less than 1% from 1999 to 2000.
This overall decrease is generally made up of the net of the following:

   -   Wages and benefits  increased by $21,871,  due to an increase of $156,833
       at the Cadiz  facility  and an increase  of  $130,565  at the  Richardson
       facility.  These  increases  were  offset by a decrease at the Fort Worth
       facility  of $57,168  and effect of the sale of the La Porte  facility on
       June 1, 2000.

   -   Utilities  increased  by  $42,568,  or 2.6% which is  attributable  to an
       increase at the Cadiz  facility  of $111,731  offset by the effect of the
       sale of the La Porte facility.

   -   Insurance increased by $45,458, or 22.2% primarily due to the increase on
       the renewal of the property  insurance,  which  resulted  from bad claims
       experience in 1999.

   -   Property taxes decreased  by $46,722, or  11.0% which is  attributable to
       the sale of the La Porte facility.

   -   Pallet expense decreased by $124,303,  or 369.3% which is attributable to
       several large carriers'  accounts being offset against freight costs owed
       by the Company.

   -   The remaining increases in operating  costs are immaterial and are offset
       by similar immaterial decreases.


<PAGE>


General and Administrative Expenses

       General and administrative  expenses decreased by $89,096, or 12.3%. This
decrease  was due  primarily  to a decrease in  professional  fees of  $125,521,
offset by increases in other  general and  administrative  expenses  which on an
individual basis are not material.  The 1999  professional  fees were associated
with public company reporting  requirements and an increase in computer software
costs of $44,210 associated with becoming Y2K compliant.

Depreciation, Amortization, Rent and Interest

       Depreciation expense increased in 2000 to $660,941 from $645,666 in 1999.
This increase is due primarily to the effect of  depreciation on assets acquired
in 1999  which  included  the Fort  Worth  facility  acquired  in May 1999.  The
increase in  depreciation  expense is offset by only five months of depreciation
on the assets  associated with the La Porte facility.  Rent expense decreased by
$180,356,  or 28.6%  from  1999 to 2000.  This  decrease  was  primarily  due to
purchasing  the Fort Worth facility in May 1999,  which was  previously  leased.
Interest  expense was $1,195,456 in 2000, as compared to $1,137,887 in 1999. The
increase  of  $57,569,  or 5.1% is  attributed  primarily  to an increase in the
interest on the mortgage in Fort Worth of  $100,225,  offset by only five months
of interest on La Porte in 2000.

Income Tax Expense or Benefit

       Income tax  expense  includes  the  current  federal  tax expense and the
effect of deferred taxes related  primarily to the  difference  between book and
tax  depreciation  on property,  plant and equipment.  For the nine months ended
September  30, 2000 and  September  30, 1999,  the Company  recorded  income tax
expense of $833,000 and $346,965,  respectively. The change from 1999 to 2000 is
due primarily to tax expense related to the sale of the La Porte facility.

       The  Company  establishes   valuation   allowances  when  necessary,   in
accordance with the provisions of SFAS 109,  "Accounting  for Income Taxes",  to
reduce  deferred tax assets to the amount  expected to be  realized.  Based upon
future income projections, the Company expects to realize the net asset.

Liquidity and Capital Resources:

       At September 30, 2000, the Company's  working  capital ratio was 0.7 to 1
as  compared  to 0.8 to 1 at  December  31,  1999.  The  working  capital  ratio
decreased  primarily  due to the  reclassification  of the  line  of  credit  of
$1,112,248 and the long term portion of the Fort Worth mortgage of $1,773,324 to
current liabilities.  In addition there was a decrease in accounts receivable of
$420,711, an increase in accounts payable of $469,724 and an increase in accrued
charges of  $703,780.  These  factors are offset by  increases  in cash and cash
equivalents  of $2,832,831,  associated  with the proceeds on the sale of the La
Porte  facility,  an  increase  in prepaid  expense of  $126,960,  a decrease in
property taxes payable of $250,323,  a decrease in notes payable of $101,455 and
a  decrease  in the  current  maturities  of the  remaining  long-term  debt  of
$191,940.  The  decrease  in accounts  receivable,  property  taxes  payable and
current  maturities  of long-term  debt and the increase in accrued  charges are
primarily related to the sale of the La Porte facility.

       Net cash provided by operating  activities  for 2000 totaled  $677,502 as
compared to $2,177,650  for the nine months ended 1999. The decrease in net cash
provided by operating  activities is comprised of the following  factors:  there
was a net loss prior to income taxes and the gain on sale of land,  building and
equipment of $372,941 in 2000 as compared to net income of  $1,020,486  in 1999;
accounts  receivable  decreased  $427,020  in 2000 as  compared to a decrease of
$454,629 in 1999;  deposits and escrows decreased $78,266 in 2000 as compared to
a decrease of $156,097 in 1999;  accounts payable increased  $445,878 in 2000 as
compared to an increase of $469,776 in 1999;  property  taxes payable  decreased
$174,847 in 2000 as compared  to a decrease of $136,980 in 1999;  notes  payable
decreased  $586,031  in 2000 as  compared  to a decrease of $240,110 in 1999 and
deferred revenue decreased $106,712 in 2000 as compared to a decrease of $13,057
in 1999. The reduced cash provided by or used by these  activities was partially
offset by no  deferred  income  taxes in 2000,  compared  to  $326,555  in 1999;
prepaid  expenses  increased  $356,502  in 2000 as compared to $144,129 in 1999;
other assets increased  $47,255 in 2000 as compared to a decrease of $296,999 in
1999 and accrued charges  increased  $741,678 in 2000 as compared to an increase
of $923 in 1999.

       Net cash  provided by  investing  activities  was  $3,307,993  in 2000 as
compared to net cash used in investing activities of $2,330,633 in 1999. Capital
expenditures for 2000 were $177,014,  compared to $465,580 for 1999. The Company
made  advances to Castor  Capital  Corporation,  the  majority  shareholder,  of
$177,759  in 2000 as  compared  to  $1,465,053  in 1999.  These  uses of cash in
investing  activities were offset by the proceeds provided by the sale of the La
Porte facility and other equipment of $3,662,766.


<PAGE>


       The Company has a line of credit  which  provides  up to  $2,500,000,  of
which the company had borrowed  $910,000 at September  30, 2000.  In addition to
the line of credit  the  Company  had an  unfunded  overdraft  in the  amount of
$202,248, which is grouped for financial statement presentation with the line of
credit.  The borrowing  base on the line of credit  fluctuates  based on reports
submitted by the Company to the lender on an a monthly basis. The line of credit
which had been  expected to be renewed by the lender  became due on September 1,
2000. The Company has until  November 13, 2000 to repay the line of credit.  The
lender also provided the mortgage associated with the purchase of the Fort Worth
facility  in  May  1999.   The  line  of  credit  and  the  mortgage  are  cross
collateralized  and the  lender  has  requested  repayment  of the  mortgage  by
December  12,  2000.  As of the date of this  report the  Company  is  currently
negotiating with another lender and expects to refinance both the line of credit
and the mortgage.  Under the proposed  terms being  negotiated  with the lender,
these items will be classified under long-term liabilities.

       Net cash used in  financing  activities  for 2000 totaled  $1,152,664  as
compared to net cash provided of $206,316 in 1999.  The Company paid $254,406 on
the line of credit in 2000 as compared  to  $252,301  in 1999.  The cash used to
make principal  payments on the Company's long term debt was $898,258 in 2000 as
compared to  principal  payments on long term debt of  $1,701,383  in 1999.  The
Company had cash provided from  borrowings of $2,100,000  and the sale of shares
of $60,000 in 1999.

       The  Company  filed  a  Form  SB-2  registration  statement  to  register
3,900,000 shares of the Company's common stock. Of the total shares  registered,
1,000,000  shares were to be offered  for sale by the Company on a best  efforts
basis at a price of $4.50 per  share,  2,500,000  shares  were  shares  owned by
Castor Capital  Corporation,  the majority  shareholder,  and remaining  400,000
shares  were those  issued in  connection  with the  purchase  of the Fort Worth
facility.  The Company had sold a total of 140,000  shares as of  September  30,
2000.  Castor  Capital  Corporation  had sold 490,000 shares as of September 30,
2000.  Castor  held  79.0%  of the  Company's  outstanding  common  stock  as of
September 30, 2000.

       The Company guaranteed a certain obligation of its parent,  Castor,  this
obligation  totaled  $1,912,500 at September 30, 2000. The Company believes that
the collateral  pledged by its parent is adequate to cover the debt in case of a
default and has not recorded a liability in the financial  statements related to
this guarantee.

       The Company  believes that cash flow from  operations will be adequate to
fund the Company's capital requirements.

       The Company had executed an "Exclusive  Option Contract" for the purchase
of the Richardson facility for $6,000,000. The option period expired on February
22, 2000,  however the Company had signed an  extension to the option  period to
July 31,  2000.  At the date of this  report  the  Company  had not been able to
finalize financing arrangements with a lender and the option period has expired.

       The Company  completed the sale of the La Porte facility on June 1, 2000.
The assets sold included the land,  building,  equipment and business associated
with  the La  Porte  facility.  The sale  price  of  $9,295,000  was paid by the
purchaser  assuming the mortgage in the amount of $5,264,359  and a cash payment
of $4,030,641.  After deducting fees for broker  commission,  title fees, survey
fees,  realty taxes,  mortgage  interest and mortgage  transfer fees the Company
netted $3,662,666 cash proceeds.  The Company also placed in escrow $250,000 for
eighteen  months  for  possible  claims  with  respect  to major  repairs on the
building.

       The  Company  signed a  contract  of sale on  September  22,  2000 with a
prospective purchaser for the Cadiz facility for $20,000,000.  The purchaser has
a due  diligence  period of ninety days.  The closing date is currently  set for
December 29, 2000.


<PAGE>


Fluctuations in Operating Results; Seasonality:

       Generally  sales  volumes are lowest at the  beginning of the fiscal year
and grow steadily to a peak in the fourth quarter.

Environmental Matters:

       The Company is not aware of any environmental  liability  relating to its
facilities  or  operations  that  would have a  material  adverse  effect on the
Company, its business, assets or results of operations.

Inflation:

       Inflation  has not  historically  had a material  effect on the Company's
operations,  and is not expected to have a material impact on the Company in the
future.

Accounting Matters:

       In July 1998, the Financial  Accounting  Standards  Board issued SFAS No.
133,  "Accounting  for  Derivative  Instruments  and Hedging  Activities".  This
statement   establishes   accounting  and  reporting  standards  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts,  and for hedging activities.  In June 1999, the Financial  Accounting
Standards Board issued SFAS No. 137 which delayed the effective date of SFAS No.
133 to fiscal years beginning after June 15, 2000. At this time, the Company has
not  determined  the  impact  the  adoption  of this  standard  will have on the
Company's financial statements.

PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

           Not Applicable

ITEM 2.    CHANGE IN SECURITIES AND USE OF PROCEEDS

           Not Applicable

ITEM 3.    DEFAULT UPON SENIOR SECURITIES

           Not Applicable

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

           Not Applicable

ITEM 5.    OTHER INFORMATION

           Not Applicable

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

   Exhibit


           Exhibit 27.1    Financial Data Schedule.

   Reports on Form 8-K

            None.



<PAGE>



                                   SIGNATURES

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

                           ALFORD REFRIGERATED WAREHOUSES, INC.




                           By:  /s/ James C. Williams
                                ------------------------------------------------
                                James C. Williams, Chief Financial Officer,
                                Secretary, Treasurer and Director



November 14, 2000