UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
  [X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED SEPTEMBER 30, 1999
                                                          OR

  [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM . .. . . . . . . . . TO . . . . . . . . . . . . .


FOR THE QUARTER ENDED SEPTEMBER 30, 1999        COMMISSION FILE NUMBER 000-25351


                      ALFORD REFRIGERATED WAREHOUSES, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

             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)                         (ZIP CODE)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 426-5151



         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 [X]
No [ ]

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

                                                        SHARES OUTSTANDING AS OF
  TITLE OF CLASS                                            SEPTEMBER 30, 1999
  --------------                                        ------------------------

$0.01 Par Value Common Stock                                    7,540,715

Transitional Small Business Disclosure Format (check one):  Yes       No  X
                                                                 ---     ---

================================================================================
<TABLE>
<CAPTION>

                                      INDEX

<S>                                                                                                              <C>
Part I: Financial Information

Item1:   Financial Statements (Unaudited)

         Consolidated Balance Sheet:
           Nine Months Ended September 30, 1999 and 1998..........................................................3

         Consolidated Statement of Operations:
           Nine Months Ended September 30, 1999 and 1998..........................................................4

         Consolidated Statement of Operations:
           Three Months Ended September 30, 1999 and 1998.........................................................5

         Consolidated Statement of Stockholders' Equity:
           Nine Months Ended September 30, 1999 and 1998..........................................................6

         Consolidated Statements of Cash Flows:
           Nine Months Ended September 30, 1999 and 1998 .........................................................7

         Notes to Consolidated Financial Statements ..............................................................8


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

</TABLE>


                                        2

<PAGE>


<TABLE>
<CAPTION>

ALFORD REFRIGERATED WAREHOUSES, INC.
Consolidated Balance Sheets                                            (unaudited)


NINE MONTHS ENDED SEPTEMBER 30                                                             1999                  1998
------------------------------                                                             ----                  ----
<S>                                                                                   <C>                 <C>
Assets
Current
   Cash and cash equivalents                                                          $   162,850         $     111,08l
   Accounts receivable                                                                  2,523,610             1,991,042
   Prepaid expenses                                                                       499,274               403,290
   Income tax receivable                                                                   12,500                 6,000
   Escrows                                                                                372,343               404,603
-----------------------------------------------------------------------------------------------------------------------
Total Current Assets                                                                  $ 3,570,577            $2,916,016
=======================================================================================================================
Property, plant & equipment, net                                                      $21,577,593         $  18,587,336
Due from affiliate                                                                      3,678,132             2,035,372
Deferred tax asset, net                                                                 (104,594)               284,833
Other assets                                                                              751,177               353,489
Deposits                                                                                  167,272               274,883
-----------------------------------------------------------------------------------------------------------------------
Total Assets                                                                          $29,640,157         $  24,451,929
=======================================================================================================================
Liabilities & Stockholders' Equity
Current
   Accounts payable                                                                   $ 1,025,267         $     417,243
   Property taxes payable                                                                 529,767               568,534
   Accrued charges                                                                        725,594               647,450
   Notes payable                                                                          271,016               338,872
   Current maturities of long-term debt                                                 1,017,871               898,257
-----------------------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                             $ 3,569,515         $   2,870,356
-----------------------------------------------------------------------------------------------------------------------
Deferred revenue                                                                      $   211,251         $     221,144
Long-term debt, less current maturities                                                17,449,733            14,604,711
Line of Credit                                                                          1,297,076             1,529,400
-----------------------------------------------------------------------------------------------------------------------
Total Liabilities                                                                     $22,527,575         $  19,225,611
=======================================================================================================================
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 in 1999 and 6,552,087 in 1998                         $    75,407         $      65,521
   Additional paid-in capital                                                           6,056,995             5,026,881
   Retained earnings                                                                      980,180               133,916
-----------------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                                            $ 7,112,582         $   5,226,318
-----------------------------------------------------------------------------------------------------------------------
Total Liabilities & Stockholders' Equity                                              $29,640,157         $  24,451,929
=======================================================================================================================

</TABLE>


                                        3

<PAGE>


<TABLE>
<CAPTION>

ALFORD REFRIGERATED WAREHOUSES, INC.
Consolidated Statements of Operations                                  (unaudited)


NINE MONTHS ENDED SEPTEMBER 30,                                                             1999               1998
-------------------------------                                                             ----               ----
<S>                                                                                     <C>                <C>
Warehouse revenues                                                                      $11,641,032        $13,089,171
Operating Costs                                                                           7,482,625          8,602,983
----------------------------------------------------------------------------------------------------------------------
Direct Profit Contribution                                                                4,158,407          4,486,188
======================================================================================================================
General & Administrative Expenses                                                           724,012            695,144
Depreciation, Rent & Interest Expenses:
   Depreciation                                                                             645,666            620,531
   Rent                                                                                     630,356          1,156,128
   Interest                                                                               1,137,887          1,089,528
----------------------------------------------------------------------------------------------------------------------
Total Depreciation, Rent & Interest Expense                                             $ 2,413,909        $ 2,866,187
======================================================================================================================
Income Before Income Taxes                                                              $ 1,020,486        $   924,857
Income Tax Expense                                                                          346,965            284,323
----------------------------------------------------------------------------------------------------------------------
Net Income                                                                              $   673,521        $   640,534
======================================================================================================================
Basic Earnings Per Share
   Net Income                                                                           $      0.09        $      0.10
======================================================================================================================
Weighted Average
   Common shares used in computing earnings per share                                   $ 7,247,344        $ 6,552,087
======================================================================================================================
</TABLE>





                                        4

<PAGE>

<TABLE>
<CAPTION>


ALFORD REFRIGERATED WAREHOUSES, INC.
Consolidated Statements of Operations                                  (unaudited)


THREE MONTHS ENDED SEPTEMBER 30                                                             1999               1998
-------------------------------                                                             ----               ----
<S>                                                                                     <C>                <C>
Warehouse Revenues                                                                      $ 4,326,991        $ 4,583,785
Operating Costs                                                                           2,689,320          3,048,539
----------------------------------------------------------------------------------------------------------------------
Direct Profit Contribution                                                                1,637,671          1,535,246
======================================================================================================================
General & Administrative Expenses                                                           272,361            202,438
Depreciation, Rent & Interest Expenses:
Depreciation                                                                                238,924            218,990
   Rent                                                                                     225,840            400,522
   Interest                                                                                 404,782            382,675
----------------------------------------------------------------------------------------------------------------------
Total Depreciation, Rent & Interest Expense                                             $   869,546        $ 1,002,187
======================================================================================================================
Income Before Income Taxes                                                              $   495,764        $   330,621
Income Tax Expense                                                                          168,560            101,641
----------------------------------------------------------------------------------------------------------------------
Net Income                                                                              $   327,204        $   228,980
======================================================================================================================
Basic Earnings Per Share                                                                $      0.05        $      0.03
   Net Income
======================================================================================================================
Weighted Average
   Common shares used in computing earnings per share                                   $ 7,247,344        $ 6,552,087
======================================================================================================================

</TABLE>


                                        5

<PAGE>
<TABLE>
<CAPTION>



ALFORD REFRIGERATED WAREHOUSES, INC.
Consolidated Statements of Stockholders' Equity                        (unaudited)


                                                                               ADDITIONAL       RETAINED
                                                                               ----------       --------
                                                        COMMON STOCK            PAID-IN         EARNINGS          STOCKHOLDERS'
                                                        ------------            -------         --------          -------------
                                                  SHARES           AMOUNT       CAPITAL         (DEFICIT)             EQUITY
                                                  ------           ------       -------         ---------             ------

<S>                                            <C>                <C>          <C>              <C>                <C>
Balance January 1, 1998                        $6,552,087         $65,521      $5,026,881       $(506,617)         $4,585,785
   Net Income                                           -               -               -          640,534            411,554
-------------------------------------------------------------------------------------------------------------------------------
Balance, September 30, 1998                    $6,552,087         $65,521      $5,026,881         $133,917         $4,997,339
===============================================================================================================================

Balance, January 1, 1999                       $7,000,715         $70,007      $5,032,395         $306,659         $5,409,061
   Shares issued on Asset Purchase                400,000           4,000         396,000                0            400,000
   Sale of shares                                 140,000           1,400         628,600                0            630,000
   Net Income                                           0               0               0          673,521            673,521
-------------------------------------------------------------------------------------------------------------------------------

Balance, September 30, 1999                    $7,540,715         $75,407      $6,056,995         $980,180         $7,112,582
===============================================================================================================================
</TABLE>



                                        6

<PAGE>
<TABLE>
<CAPTION>



ALFORD REFRIGERATED WAREHOUSES, INC.
Consolidated Statements of Cash Flows                                  (unaudited)


NINE MONTHS ENDED SEPTEMBER 30,                                                              1999               1998
-------------------------------                                                              ----               ----
<S>                                                                                     <C>               <C>
Operating Activities:
   Net Income                                                                           $   673,521       $    640,534
   Adjustments to reconcile net income to net cash provided by operating
   activities:
       Depreciation expense                                                                 645,666            620,531
       Deferred income taxes                                                                326,555            295,128
       Changes in operating assets and liabilities
           Accounts receivable                                                              454,629           (171,246)
           Prepaid expenses                                                                 144,129            253,390
           Deposits and escrows                                                             156,097            (25,863)
           Income tax receivable                                                             (6,500)           127,629
           Other assets                                                                    (296,999)           128,868
           Accounts payable                                                                 469,776            (22,179)
           Property taxes payable                                                          (136,980)           196,491
           Accrued charges                                                                      923           (114,903)
           Notes payable                                                                   (240,110)          (248,727)
           Deferred revenue                                                                 (13,057)            63,032
----------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities                                               $ 2,177,650       $  1,742,685
======================================================================================================================
Investing Activities:
   Capital expenditures                                                                 $  (465,580)      $ (1,349,239)
   Funds invested - short term                                                             (400,000)                 0
----------------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities                                                   $  (865,580)      $ (1,349,239)
======================================================================================================================
Financing Activities:
   Sale of shares                                                                       $    60,000       $          0
   Due from affiliate                                                                    (1,465,053)          (760,334)
   Funds borrowed                                                                         1,847,699            801,235
   Principal payments on debt                                                            (1,701,383)          (769,830)
Net Cash Used in Financing Activities                                                    (1,258,737)          (728,929)
Net increase (decrease) in cash and cash equivalents                                         53,333           (335,483)
Cash and cash equivalents, beginning of period                                              109,517            446,564
----------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, End of Period                                                $   162,850       $    111,081
======================================================================================================================
</TABLE>

                                       7

<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, 1999 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, 1998,  contained in the Company's Form 10-SB as filed with the
     Securities and Exchange Commission.



                                        8

<PAGE>




MANAGEMENT'S DISCUSSION AND ANALYSIS

         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.

         Unless otherwise noted, all dollar amounts  are rounded to  the nearest
dollar.  Reference to 1998 and 1999 are to the nine months ended September 30 of
each year.

RESULTS OF OPERATIONS

         The Company  currently  operates four facilities in the state of Texas.
Included in the revenues and  expenses for the nine months ended  September  30,
1998  are  the  results  of a  fifth  facility  located  in  Houston  which  was
discontinued  in  November  of 1998 due to the  termination  of the lease on the
facility by the landlord.

NINE MONTHS ENDED  SEPTEMBER 30, 1999,  COMPARED TO NINE MONTHS ENDED  SEPTEMBER
30, 1998:

REVENUES
         The Company  recorded a net income of $673,521,  or $.09 per share, for
1999, as compared to a net income of $640,534, or $.10 per share, for 1998.

         Total revenues for 1999 were $11,641,032,  a decrease of $1,448,139, or
11.1%,  compared to revenues of $13,089,171  for 1998. This decrease in revenues
is due primarily to having discontinued the operation in Houston in 1998.

OPERATING COSTS
         Operating  costs  decreased by $1,120,358,  or 13.0% from 1998 to 1999,
due primarily to the decrease in costs  associated with the Houston  facility of
$1,028,526.  This  overall  decrease  is  generally  made  up of the  net of the
following increases and decreases:

         -        Wages and benefits decreased by $289,052; however the decrease
                  of $539,699  from the  discontinued  operation  in Houston was
                  offset by an increase in wages at the Dallas  facility  and an
                  overall   increase   in  the  cost  of  health  and   workers'
                  compensation insurance premiums.

         -        Utilities decreased  by $295,736,  or 15.1%,  primarily due to
                  the decrease of  $228,480 from the  discontinued  operation in
                  Houston.

         -        Insurance decreased by $29,409, or 12.6%, primarily due to the
                  favorable  renewal of  insurance  premiums and the deletion of
                  the operation in Houston from the insurance policies.


                                        9

<PAGE>



         -        The  remaining  decrease  in  operating  costs  was  due  to a
                  multitude of smaller  decreases  which on an individual  basis
                  are not material.

GENERAL AND ADMINISTRATIVE EXPENSES
         General and administrative expenses increased by $28,868, or 4.2%. This
increase  was due  primarily  to an  increase  in  professional  fees of $34,879
associated  with  public  company  reporting  requirements  and an  increase  in
computer software costs of $20,418  associated with becoming Y2K compliant.  The
overall  increase  was offset in part by expenses  relating to the  discontinued
operation in Houston.

DEPRECIATION, AMORTIZATION, RENT AND INTEREST
         Depreciation  expense  increased in 1999 to $645,666  from  $620,531 in
1998. Although not a significant increase, this increase is due primarily to the
effect of assets  acquired  in the last three  quarters  of 1998.  Rent  expense
decreased by $525,772,  or 45.5% from 1998 to 1999.  This decrease was primarily
due to the termination of the lease on the facility in Houston and the effect of
purchasing the Fort Worth facility in May 1999.  Interest expense was $1,137,887
in 1999, as compared to $1,089,528 in 1998. The increase of $48,359, or 4.4%, is
attributed  to an  increase  in the  interest  on the  mortgage  in La  Porte of
$45,664,  since the facility was purchased in February 1998, and interest on the
mortgage  in Fort Worth of $91,872,  offset by  decreased  interest  paid on the
Company's  other  financed  obligations  which have been  reduced  by  principal
repayments.

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, 1999 and  September  30, 1998,  the Company  recorded  income tax
expense of $346,965 and $284,323,  respectively. The change from 1998 to 1999 is
due primarily to an increase in income before income taxes.

         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, 1999 and 1998, the Company's working capital ratio was
1.0 to 1. The working capital ratio remained constant primarily due to increases
in accounts  receivable of $532,568 and increases in prepaid expenses of $95,984
being offset by increases in accounts payable of $608,024.

         Net cash provided by operating  activities for 1999 totaled  $2,177,650
as compared to  $1,742,685  for the nine months ended 1998.  The increase in net
cash provided by operating activities is comprised of the following factors: net
income  was  $673,521  in  1999,  which  includes  the sale of  vacant  land for
approximately  $300,000,  as compared to $640,534 in 1998;  deferred tax expense
was  $326,555  in 1999 as compared  to  $295,128  in 1998;  accounts  receivable
decreased  $454,629  in 1999 as  compared  to an  increase  of $171,246 in 1998,
prepaid  expenses  decreased  only  $144,1 29 in 1999 as compared to $253,390 in
1998; deposits and escrows decreased $156,097 in 1999 as compared to an increase
of $25,863 in 1998; accounts payable increased $469,776 in 1999 as compared to a
decrease of $22,179 in 1998; and accrued charges  increased only $923 in 1999 as
compared  to a decrease  of $114,903 in 1998.  These  increases  were  partially
offset by an increase in income tax  receivable in 1999 of $6,500 as compared to
a decrease of $127,629 in 1998; other assets increased


                                        10

<PAGE>



$296,999 in 1999 as compared to a decrease of $128,868 in 1998;  property  taxes
payable  decreased  $136,980  in 1999 as  compared to an increase of $196,491 in
1998; a decrease in notes payable of $240,110 in 1999 as compared to $248,727 in
1998; and deferred revenue  decreased $13,057 in 1999 as compared to an increase
of $63,032 in 1998.

         Capital expenditures for 1999 were $465,580, compared to $1,349,239 for
1998. The capital  expenditures  for 1998 included the cash paid on the purchase
of the La Porte  facility,  whereas the  purchase of the Fort Worth  facility in
1999 was for a combination of mortgage financing and common stock issued.
In 1999, the Company invested $400,000 on a short-term basis.

         The Company has a line of credit which  provides up to  $2,500,000,  of
which the Company had borrowed  $1,100,000 at September 30, 1999.  The borrowing
base on the line of credit  fluctuates based on reports submitted by the Company
to the lender on a monthly  basis.  The  availability  at September 30, 1999 was
approximately  $33,000.  The line of credit expires on May 1, 2000. Prior to the
expiration date of the line of credit,  the Company expects to renew the line of
credit with its lender.

         Net cash used in financing  activities  for 1999 totaled  $1,258,737 as
compared to net cash used in  financing  activities  of  $728,929  in 1998.  The
Company  paid  $252,301 on the line of credit in 1999 as  compared to  receiving
$801,235 in advances in 1998. The Company  refinanced some of its equipment with
Bank One Leasing Corporation and used the proceeds to repay a line of credit and
term loan.  The cash used to make these  payments and principal  payments on the
Company's  other  long-term debt was $1,701,383 in 1999 as compared to principal
payments on long-term  debt of $769,830 in 1998. The Company made advances to an
affiliate of $1,465,053 in 1999 as compared to $760,334 in 1998.

         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 effort
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,
1999.  Castor  Capital  Corporation  had sold a total of  490,000  shares  as of
September 30, 1999. Castor held 80.4% of the Company's  outstanding common stock
as of September 30, 1999.

         During 1998, the Company's  parent assumed  $2,600,000 of the Company's
notes payable of  $12,539,223 as of December 31, 1997, in repayment of a portion
of the parent's  notes  payable due to the Company.  The Company has  guaranteed
this  obligation  which totaled  $2,350,000 at December 31, 1998. The balance of
this obligation at September 30, 1999 is $2,162,500.  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  will be  adequate  to fund the
Company's capital requirements.

         The Company purchased the Fort Worth facility for $3,000,000, which the
Company had leased since January 1997.  The Company  closed this  transaction on
May 21, 1999. Financing for this transaction was provided by a first mortgage on
the property of $2,100,000 in favor of Bank One, Texas,  N.A. and 400,000 shares
of the Company's common stock.  Additional collateral was provided to the vendor
in the form of a second lien on the property and a $500,000 note.



                                        11

<PAGE>



         The  Company  has  executed  an  "Exclusive  Option  Contract"  for the
purchase of the  Richardson  facility  for  $6,000,000.  The option  period will
expire on February 22, 2000;  however the Company expects to exercise the option
and complete the purchase in January 2000.

         The  Company  sold 2.145 acres of vacant  land in  September  1999 to a
non-affiliated  third  party for  $300,000.00.  The  property  was sold for cash
payable on closing, on a where is, as is basis.

YEAR 2000:

         The Company, like many companies,  faces the "Year 2000" issue. This is
a result of computer programs being written using two digits rather than four to
define  the  applicable   year.   Any  of  the  Company's   programs  that  have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than the year 2000.  This could  result in system  failures  or  miscalculations
causing  disruptions of operations,  including,  among other things, a temporary
inability  to  process   transactions  or  engage  in  similar  normal  business
activities.  The Company  recognizes that it must take action to ensure that its
operations will not be adversely impacted by Year 2000 software failures.

         The  Company  has  conducted  a  comprehensive  review of its  computer
systems to  identify  the  impact of the "Year  2000"  issue.  The  Company  has
developed  a plan to address  the  problem  and is  currently  implementing  the
changes  identified  in the plan.  During 1998 the Company  replaced  one of its
computer  processors to handle the Year 2000  compliant  software.  The software
used by the  Company is  provided  by a third  party who has assured the Company
that its latest version is Year 2000  compliant.  The fees  associated  with the
licensing  of the  latest  version  were  paid in  1996.  Implementation  of the
software was  initiated in the third  quarter of 1999 with  completion  expected
before November 30, 1999. The remaining costs associated with the implementation
are not  expected  to have a material  effect on the  Company or its  results of
operations.  The total cost associated  with the  remediation  plan is currently
estimated to be less than $180,000, most of which was incurred in 1996 and 1998.

         The Company has  maintained  correspondence  with many of the Company's
significant  customers and  suppliers.  To date, the Company is not aware of any
third party customer or supplier with a "Year 2000" issue that would  materially
impact the  Company's  results of  operations,  liquidity or capital  resources.
However,  the Company has no means of ensuring  that all third  parties  will be
"Year 2000" ready.

         The Company has reviewed  its  non-information  technology  and systems
that  may  include  embedded  chips  for Year  2000  compliance.  The  Company's
assessments indicate that due to the nature of the Company's  operations,  these
technology  systems do not  represent an area of material  risk relative to Year
2000 readiness.

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.


                                       12

<PAGE>



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.


                                       13

<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, Vice President, Chief Financial
                              Officer, Secretary, Treasurer and Director



November 16, 1999



                                       14