================================================================================

                                  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 June 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)

            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)

       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:

             Title of Class                             Shares Outstanding as of
             --------------                                   June 30,2000
     $0.01 Par Value Common Stock                             -------------
                                                                 7,540,715


                                        1


<PAGE>

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

<TABLE>
<CAPTION>

                                      INDEX
<S>      <C>                                                                                                     <C>
Part I - Financial Information

Item1.   Financial Statements (Unaudited)

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

         Consolidated Statement of Operations:
           Six Months Ended June 30, 2000 and 1999................................................................5

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

         Consolidated Statements of Cash Flows:
           Six Months Ended June 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.......................................................................................12

Item 2.  Change in Securities and
           Use of Proceeds.......................................................................................12

Item 3.  Default Upon Senior Securities..........................................................................12

Item 4.  Submission of Matters to
           a Vote of Security Holders............................................................................12

Item 5.  Other Information.......................................................................................12

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

</TABLE>

                                        2


<PAGE>



PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                                        3


<PAGE>

<TABLE>
<CAPTION>


ALFORD REFRIGERATED WAREHOUSES, INC.
Consolidated Balance Sheets

                                                                                           6/30/2000           12/31/99
                                                                                          (Unaudited)         (Audited)
========================================================================================================================
<S>                                                                                      <C>               <C>
Assets     --     Current
   Cash and cash equivalents                                                             $  3,241,386      $     105,075
   Accounts receivable                                                                      1,056,069          1,753,890
   Prepaid expenses                                                                           358,373            278,498
   Income tax receivable                                                                       19,500             13,000
   Escrows                                                                                    580,650            565,282
------------------------------------------------------------------------------------------------------------------------
Total Current Assets                                                                     $  5,255,978      $   2,715,745
========================================================================================================================
Property, plant & equipment, net                                                         $ 14,981,306      $  21,422,381
Due from affiliate                                                                          2,728,500          2,198,926
Other assets                                                                                  489,116            600,418
Deposits                                                                                      208,177            172,235
------------------------------------------------------------------------------------------------------------------------
Total Assets                                                                             $ 23,663,077      $  27,109,705
========================================================================================================================
Liabilities & Stockholders' Equity     --     Current
   Accounts payable                                                                      $  1,291,473      $     930,336
   Property taxes payable                                                                     400,958            549,307
   Accrued charges                                                                          1,760,272            822,649
   Notes payable                                                                              317,216            351,112
   Current maturities of long-term debt                                                       783,987            963,885
------------------------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                                $  4,553,906      $   3,617,289
========================================================================================================================
Deferred revenue                                                                         $    195,940      $     285,516
Long-term debt, less current maturities                                                    10,947,800         16,750,318
Line of Credit                                                                              1,045,460          1,366,654
Deferred tax liability                                                                        176,039            176,039
------------------------------------------------------------------------------------------------------------------------
Total Liabilities                                                                        $ 16,919,145      $  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                                                                        2,801,530            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                                                                  6,743,932          4,913,889
------------------------------------------------------------------------------------------------------------------------
Total Liabilities & Stockholders' Equity                                                 $ 23,663,077      $  27,109,705
========================================================================================================================
</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>

ALFORD REFRIGERATED WAREHOUSES, INC.
Consolidated Statement of Operations

                                                            (Unaudited)
Six months ended June 30,                                                                   2000                1999
========================================================================================================================
<S>                                                                                      <C>               <C>
Warehouse revenues                                                                       $  7,115,121      $   7,314,041
Operating Costs                                                                             5,131,448          4,793,305
------------------------------------------------------------------------------------------------------------------------
Direct Profit Contribution                                                                  1,983,673          2,520,736
========================================================================================================================
General & Administrative Expenses                                                             411,214            451,651
Depreciation, Rent & Interest Expenses:
   Depreciation                                                                               457,553            406,742
   Rent                                                                                       300,000            404,516
   Interest                                                                                   864,701            733,105
------------------------------------------------------------------------------------------------------------------------
Total Depreciation, Rent & Interest Expense                                              $  1,622,254      $   1,544,363
========================================================================================================================
Other Income
   Gain on sale of land, building and equipment                                          $  2,821,838      $           0
------------------------------------------------------------------------------------------------------------------------
Income Before Income Taxes                                                               $  2,772,043      $     524,722
Income Tax Expense                                                                            942,000            178,405
------------------------------------------------------------------------------------------------------------------------
Net Income                                                                               $ 1,830,043       $     346,317
========================================================================================================================
Basic Earnings Per Share
   Net Income                                                                            $      0.24       $        0.05
========================================================================================================================
Weighted Average
   Common shares used in computing earnings per share                                      7,540,715           7,098,229
========================================================================================================================
</TABLE>

                                       5

<PAGE>


<TABLE>
<CAPTION>

ALFORD REFRIGERATED WAREHOUSES, INC.
Consolidated Statement of Operations

                                                            (Unaudited)

Three months ended June 30,                                                                2000               1999
======================================================================================================================
<S>                                                                                    <C>                <C>
Warehouse revenues                                                                     $  3,367,520       $  3,725,339
Operating Costs                                                                           2,512,524          2,295,895
----------------------------------------------------------------------------------------------------------------------
Direct Profit Contribution                                                                  854,996          1,429,444
======================================================================================================================
General & Administrative Expenses                                                           205,686            189,618
Depreciation, Rent & Interest Expenses:
   Depreciation                                                                             216,039            205,985
   Rent                                                                                     124,156            187,016
   Interest                                                                                 424,490            376,568
----------------------------------------------------------------------------------------------------------------------
Total Depreciation, Rent & Interest Expense                                            $    764,685       $    769,569
======================================================================================================================
Other Income
   Gain on sale of land, building and equipment                                        $  2,821,838       $          0
----------------------------------------------------------------------------------------------------------------------
Income Before Income Taxes                                                             $  2,706,463       $    470,257
Income Tax Expense                                                                          920,000            161,739
----------------------------------------------------------------------------------------------------------------------
Net Income                                                                             $  1,786,463       $    308,518
======================================================================================================================
Basic Earnings Per Share
   Net Income                                                                          $       0.24       $       0.04
======================================================================================================================
Weighted Average
   Common shares used in computing earnings per share                                     7,540,715          7,098,229
======================================================================================================================


</TABLE>


                                       6

<PAGE>


<TABLE>
<CAPTION>

ALFORD REFRIGERATED WAREHOUSES, INC.
Consolidated Statement of Cash Flows

                                                  (Unaudited)

Six months ended June 30,                                                                  2000               1999
======================================================================================================================
<S>                                                                                   <C>                <C>
Operating Activities:

   Net Income                                                                         $  1,830,043       $     346,317
   Adjustments to reconcile net income to net cash
    provided by operating activities:

       Gain on sale of land, building and equipment                                     (2,821,838)                  0
       Depreciation expense                                                                457,553             406,742
       Deferred income taxes                                                                     0             167,911
       Changes in operating assets and liabilities:
           Accounts receivable                                                             704,130             355,218
           Prepaid expenses                                                                195,826                (780)
           Deposits and escrows                                                              9,684             194,530
           Income tax receivable                                                            (6,500)             (6,500)
           Other assets                                                                     32,923            (228,114)
           Accounts payable                                                                337,291             454,922
           Property taxes payable                                                          (72,873)           (220,900)
           Accrued charges                                                                 975,521            (124,113)
           Notes payable                                                                  (310,711)           (136,306)

           Deferred revenue                                                                (89,576)            (14,751)
-----------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities                                             $  1,241,473        $  1,194,176
=======================================================================================================================
Investing Activities:
   Proceeds from sale of land, building and equipment                                 $  3,662,666        $          0
   Due from affiliates                                                                    (529,574)           (906,872)
   Capital expenditures                                                                   (112,936)           (320,330)
   Increase in note receivable                                                                   0            (400,000)
-----------------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Investing Activities                                   $  3,020,156        $ (1,627,202)
=======================================================================================================================
Financing Activities:
    Proceeds from borrowings                                                                     0           1,866,451
   Principal payments on borrowings                                                     (1,125,318)         (1,545,501)
-----------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                                     3,136,311             (52,076)
Cash and cash equivalents, beginning of period                                             105,075             109,517
-----------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                              $  3,241,386        $     57,441
=======================================================================================================================

</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 June 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.


                                        8


<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 six months ended June 30 of each
year.

Six Months Ended June 30, 2000, Compared to Six Months Ended June 30, 1999:

Revenues

       Total revenues for 2000 were $7,115,121, a decrease of $198,920, or 2.7%,
compared to revenues of  $7,314,041  for 1999.  This decrease in revenues is due
primarily to the sale of the La Porte facility on June 1, 2000.

       The Company  recorded a net income of  $1,830,043,  or $.24 per share for
2000, as compared to a net income of $346,317,  or $.05 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  increased by $338,143,  or 7.1% from 1999 to 2000. This
overall increase is generally made up of the net of the following:

     -    Wages and  benefits  increased  by  $198,305,  due to an  increase  of
          $123,567  at the Cadiz  facility  and an  increase  of  $68,169 at the
          Richardson facility.

     -    Utilities  increased  by  $85,265,  or 8.2% which is  attributable  to
          increases at all the facilities.

     -    Insurance increased by $35,157, or 26.2% primarily due to the increase
          on the renewal of the  property  insurance,  which  resulted  from bad
          claims experience in 1999.

     -    These  increases  in  operating   costs  in  conjunction   with  other
          immaterial  increases  are offset by a multitude  of small  immaterial
          decreases.  In addition  the sale of the La Porte  facility on June 1,
          2000 has had a compensating effect on the increase in operating costs.

General and Administrative Expenses

   General and  administrative  expenses  decreased  by $40,437,  or 9.0%.  This
decrease was due primarily to a decrease in professional fees of $59,045, 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.

                                       9


<PAGE>



Depreciation, Amortization, Rent and Interest

       Depreciation expense increased in 2000 to $457,553 from $406,742 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
$104,516,  or 25.8%  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  $864,701 in 2000,  as compared to $733,105 in 1999.  The
increase of  $131,596,  or 18.0% is  attributed  primarily to an increase in the
interest on the mortgage in Fort Worth of $87,779. The remaining increase is due
to the additional financing acquired in April 1999 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 six months ended June
30, 2000 and June 30, 1999, the Company  recorded income tax expense of $942,000
and $178,405, 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 June 30, 2000,  the  Company's  working  capital ratio was 1.1 to 1 as
compared to 0.8 to 1 at December 31, 1999. The working  capital ratio  increased
primarily  due  to  increases  in  cash  and  cash  equivalents  of  $3,136,311,
associated with the proceeds on the sale of the La Porte  facility,  an increase
in prepaid expense of $79,875,  a decrease in property taxes payable of $148,349
and a decrease in current maturities of long-term debt of $179,898,  offset by a
decrease in accounts receivable of $697,821,  an increase in accounts payable of
$361,137  and an  increase  in accrued  charges of  $937,623.  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 $1,241,473 as
compared to $1,194,176  for the six months ended 1999.  The increase in net cash
provided  by  operating  activities  is  comprised  of  the  following  factors:
depreciation  increased $50,811 from 1999 to 2000; accounts receivable decreased
$704,130 in 2000 as compared to a decrease of $355,218 in 1999; prepaid expenses
decreased $195,826 in 2000 as compared to an increase of $780 in 1999;  deposits
and escrows  decreased only $9,684 in 2000 as compared to a decrease of $194,530
in 1999;  other assets  decreased  $32,923 in 2000 as compared to an increase of
$228,114 in 1999;  accounts payable increased $337,291 in 2000 as compared to an
increase of $454,922 in 1999; and accrued charges increased  $975,521 in 2000 as
compared  to a  decrease  of  $124,113  in  1999.  The  cash  provided  by these
activities was partially offset by no deferred income taxes in 2000, compared to
$167,911  in 1999;  property  taxes  payable  decreased  by  $72,873  in 2000 as
compared  to a decrease of  $220,900  in 1999;  a decrease  in notes  payable of
$310,711 in 2000 as compared to $136,306 in 1999; and deferred revenue decreased
$89,576 in 2000 as compared to $14,751 in 1999.

       Net cash  provided by  investing  activities  was  $3,020,156  in 2000 as
compared to net cash used in investing activities of $1,627,202 in 1999. Capital
expenditures for 2000 were $112,936,  compared to $320,330 for 1999. The Company
made  advances to Castor  Capital  Corporation,  the  majority  shareholder,  of
$529,574  in 2000  as  compared  to  $906,872  in  1999.  These  uses of cash in
investing  activities were offset by the proceeds provided by the sale of the La
Porte facility of $3,662,666.

       The Company has a line of credit  which  provides  up to  $2,500,000,  of
which the company had borrowed  $1,020,000  at June 30, 2000. In addition to the
line of credit the Company had an unfunded  overdraft  in the amount of $25,460,
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 expired
on May 1, 2000, but as of the date of this report the  expiration  date has been
extended  to  September  1, 2000.  Prior to the  expiration  date of the line of
credit the Company expects to renew the line of credit with its lender.

                                       10

<PAGE>


       Net cash used in  financing  activities  for 2000 totaled  $1,125,318  as
compared to net cash provided of $380,950 in 1999.  The Company paid $321,194 on
the line of credit in 2000 as compared  to  $233,549  in 1999.  The cash used to
make  principal  payments on the Company's long term debt was $1,125,318 in 2000
as compared to principal  payments on long term debt of $1,545,501 in 1999.  The
Company had cash provided from  borrowings of $1,866,451  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 June 30,  2000.
Castor Capital  Corporation had sold 490,000 shares as of June 30, 2000.  Castor
held 79.0% of the Company's outstanding common stock as of June 30, 2000.

       The Company guaranteed a certain obligation of its parent,  Castor,  this
obligation  totaled  $1,975,000 at June 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 has 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 has signed an  extension to the option  period to
July 31, 2000.  At the date of this report the Company is  finalizing  financing
arrangements  with a lender and expects to complete  the  transaction  within 30
days.

       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.

Year 2000:

       The year 2000 issue  relates to  computer  systems  that use the last two
digits rather than four to define a year and whether such systems would properly
and accurately process  information when the year changed to 2000. During fiscal
1999, the Company  completed its  company-wide  program to prepare the Company's
computer systems for year 2000 compliance.

       At the date of this report,  the Company had not experienced any material
problems  related  to the year 2000.  The  Company  has not become  aware of any
significant  year  2000  issues  affecting  the  Company's  major  customers  or
suppliers. The Company does not anticipate any material complaints regarding any
year 2000 issues related to its products.

       Year 2000  related  costs  through  December  31,  1999 were  limited  to
employees' and  consultant's  time and were expensed as incurred.  The remaining
estimated  cost  to  address  any  additional   year  2000  problems  is  deemed
immaterial.   No  significant  information  system  projects  were  deferred  to
accommodate the year 2000 issues.

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.

                                       11


<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.

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 10.1 Asset  Purchase  Agreement,  dated as of June 2, 2000 by
and among Pacific  Logistics,  L.P., as Buyer,  P&O Cold  Properties II, LLC, as
Real Property Buyer,  Alford  Refrigerated  Warehouse,  Inc. as Seller, La Porte
Properties,  LLC as Real  Property  Seller and  Castor  Capital  Corporation  as
Shareholder.


                                       12



<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



August 14, 2000


                                       13