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 March 31, 2000

                                       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 March 31, 2000            Commission file number 000-25351


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

                                                                 75-2695621
             TEXAS                                            (I.R.S. Employer
(State or other jurisdiction of                              Identification No.)
incorporation or organization)
                                                                    75207
     318 Cadiz Street, Dallas, Texas                              (Zip Code)
(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:

                                                        Shares Outstanding as of
                Title of Class                               March 31, 2000
                --------------                               --------------

$0.01 Par Value Common Stock                                    7,540,715

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



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<TABLE>
<CAPTION>


                                      INDEX

<S>                                                                                                              <C>

Part I: Financial Information

Item1:   Financial Statements (Unaudited)

         Consolidated Balance Sheet:
           March 31, 2000 and December 31, 1999...................................................................3

         Consolidated Statement of Operations:
           Three Months Ended March 31, 2000 and 1999.............................................................4

         Consolidated Statements of Cash Flows:
           Three Months Ended March 31, 2000 and 1999 ............................................................5

         Notes to Consolidated Financial Statements ..............................................................6

Item 2: Management's Discussion and Analysis of Financial Condition

and Results of Operations ........................................................................................7

</TABLE>

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<TABLE>
<CAPTION>

ALFORD REFRIGERATED WAREHOUSES, INC.
Consolidated Balance Sheets

<S>                                                                                     <C>                <C>
                                                                                       3/31/2000           12/31/99
                                                                                      (Unaudited)         (Audited)
---------------------------------------------------------------------------------- ------------------ ------------------
Assets     --     Current

   Cash and cash equivalents                                                            $      88,245      $     105,075
   Accounts receivable                                                                      1,448,417          1,753,890
   Prepaid expenses                                                                           380,317            278,498
   Income tax receivable                                                                       19,500             13,000
   Escrows                                                                                    389,659            565,282
Total Current Assets                                                                    $   2,326,138      $   2,715,745
---------------------------------------------------------------------------------- ------------------ ------------------
Property, plant & equipment, net                                                        $  21,321,870      $  21,422,381
Due from affiliate                                                                          2,505,969          2,198,926
Other assets                                                                                  583,531            600,418
Deposits                                                                                      153,183            172,235
Total Assets                                                                            $  26,890,691      $  27,109,705
---------------------------------------------------------------------------------- ------------------ ------------------
Liabilities & Stockholders' Equity     --     Current

   Accounts payable                                                                     $   1,100,486      $     930,336
   Property taxes payable                                                                     341,626            549,307
   Accrued charges                                                                            838,753            822,649
   Notes payable                                                                              391,180            351,112
   Current maturities of long-term debt                                                       961,309            963,885
---------------------------------------------------------------------------------- ------------------ ------------------
Total Current Liabilities                                                               $   3,633,354      $   3,617,289
---------------------------------------------------------------------------------- ------------------ ------------------
Deferred revenue                                                                        $     231,571      $     285,516
Long-term debt, less current maturities                                                    16,568,174         16,750,318
Line of Credit                                                                              1,324,083          1,366,654
Deferred tax liability                                                                        176,039            176,039
Total Liabilities                                                                         $21,933,221        $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                                                                        1,015,068            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                                                                  4,957,470          4,913,889
---------------------------------------------------------------------------------- ------------------ ------------------
Total Liabilities & Stockholders' Equity                                                $  26,890,691      $  27,109,705
---------------------------------------------------------------------------------- ------------------ ------------------
</TABLE>

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<TABLE>
<CAPTION>

ALFORD REFRIGERATED WAREHOUSES, INC.
Consolidated Balance Sheets

                                   (Unaudited)

<S>                                                                                     <C>                <C>
Three months ended March 31,                                                               2000               1999
-----------------------------------------------------------------------------  -------------------- ------------------
Warehouse revenues                                                                      $ 3,747,601        $ 3,588,702
Operating Costs                                                                           2,618,923          2,497,410
Direct Profit Contribution                                                                1,128,678          1,091,292
-----------------------------------------------------------------------------  -------------------- ------------------
General & Administrative Expenses                                                           205,528            262,033
Depreciation, Rent & Interest Expenses:
   Depreciation                                                                             241,514            200,757
   Rent                                                                                     175,844            217,500
   Interest                                                                                 440,211            356,537
Total Depreciation, Rent & Interest Expense                                             $   857,569        $   774,794
-----------------------------------------------------------------------------  -------------------- ------------------
Income Before Income Taxes                                                              $    65,581        $    54,465
Income Tax Expense                                                                           22,000             16,666
Net Income                                                                              $    43,581        $    37,799
-----------------------------------------------------------------------------  -------------------- ------------------
Basic Earnings Per Share

   Net Income                                                                           $      0.01        $      0.01
-----------------------------------------------------------------------------  -------------------- ------------------
Weighted Average

   Common shares used in computing earnings per share                                     7,540,715          7,000,715
-----------------------------------------------------------------------------  -------------------- ------------------
</TABLE>


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<TABLE>
<CAPTION>

ALFORD REFRIGERATED WAREHOUSES, INC.
Consolidated Statement of Cash Flows

                                   (Unaudited)

Three months ended March 31,                                                                   2000        1999

-----------------------------------------------------------------------------  -------------------- ------------------
Operating Activities:
<S>                                                                                    <C>                <C>
   Net Income                                                                          $     43,581       $     37,799
   Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
       Depreciation expense                                                                 241,514            200,757
       Deferred income taxes                                                                      0             15,577
       Changes in operating assets and liabilities:
           Accounts receivable                                                              305,473            436,788
           Prepaid expenses                                                                 109,076            (10,584)
           Deposits and escrows                                                             194,675            269,428
           Income tax receivable                                                             (6,500)                 0
           Other assets                                                                      16,887             10,451
           Accounts payable                                                                 170,150            254,050
           Property taxes payable                                                          (207,681)          (355,532)
           Accrued charges                                                                   16,104            (61,432)
           Notes payable                                                                   (170,827)           (43,777)
           Deferred revenue                                                                 (53,945)            10,192
Net Cash Provided by Operating Activities                                              $    658,507        $   763,717
-----------------------------------------------------------------------------  -------------------- ------------------
Investing Activities:
   Due from affiliates                                                                 $   (307,043)       $  (201,475)
   Capital expenditures                                                                     (73,462)           (42,085)
Net Cash Used in Investing Activities                                                  $   (380,505)       $  (243,560)
-----------------------------------------------------------------------------  -------------------- ------------------
Financing Activities:
   Principal payments on borrowings                                                        (294,832)          (597,313)
Net Cash Used in Financing Activities                                                      (294,832)          (597,313)
Net decrease in cash and cash equivalents                                                   (16,830)           (77,156)
Cash and cash equivalents, beginning of period                                              105,075            109,517
Cash and cash equivalents, end of period                                               $     88,245        $    32,361
-----------------------------------------------------------------------------  -------------------- ------------------

</TABLE>


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<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 March 31,  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.

3.  Subsequent to March 31, 2000, the Company  received an offer to purchase its
facility in La Porte.  The Company believes the offer to be one with substantial
merit, but at this time does not have a signed agreement of purchase and sale.


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                      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 2000 and 1999 are to the three  months  ended March 31 of
each year.

                              RESULTS OF OPERATIONS

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

                       THREE MONTHS ENDED MARCH 31, 2000,
                 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999:

Revenues

       Total  revenues for 2000 were  $3,747,601,  an increase of  $158,899,  or
4.4%,  compared to revenues of $3,588,702 for 1999. This increase in revenues is
due primarily to an increase in revenue at the La Porte facility of $149,198.

       The Company recorded a net income of $43,581, or $.01 per share for 2000,
as compared to a net income of $37,799, or $.01 per share for 1999.

Operating Costs

       Operating  costs  increased by $121,513,  or 4.9% from 1999 to 2000. This
overall increase is generally made up of the net of the following:

     -    Wages and  benefits  increased  by  $108,515,  due to an  increase  of
          $77,756 at the La Porte  facility  and an  increase  of $37,613 at the
          Richardson facility.

     -    Utilities  increased  by $43,  932, or 8.8% which is  attributable  to
          increases at all the facilities.

     -    Insurance increased by $12,898, or 19.7% 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 are offset by a multitude of small
          decreases which on an individual basis are not material.


                                        7


<PAGE>




General and Administrative Expenses

   General and  administrative  expenses  decreased by $56,505,  or 21.6%.  This
decrease was due primarily to an decrease in professional  fees of $73,380.  The
1999 expenses 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 $241,514 from $200,757 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.  Rent
expense  decreased  by $41,656,  or 19.2% from 1999 to 2000.  This  decrease was
primarily due to the purchasing  the Fort Worth facility in May 1999,  which was
previously  leased.  Interest  expense  was  $440,211  in 2000,  as  compared to
$356,537 in 1999. The increase of $83,674, or 23.5% is attributed to an increase
in the interest on the mortgage in Fort Worth of $60,109.

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 three months ended
March 31, 2000 and March 31, 1999,  the Company  recorded  income tax expense of
$22,000 and $16,666, respectively. The change from 1999 to 2000 is due primarily
to an increase in income in 2000.

       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 March 31, 2000,  the Company's  working  capital ratio was 0.6 to 1 as
compared to 0.8 to 1 at December 31, 1999. The working  capital ratio  decreased
primarily  due to decreases in accounts  receivable of $305,473 and increases in
accounts  payable of  $170,150,  offset by an  increase  in prepaid  expenses of
$101,819.  The  decrease in escrows  was offset by a decrease  in  property  tax
payable as a result of property  taxes for 1999 being due and payable in January
2000.

       Net cash provided by operating  activities  for 2000 totaled  $658,507 as
compared to $763,717 for the three  months ended 1999.  The decrease in net cash
provided by operating  activities  is comprised of the  following  factors:  net
income was $43,581 in 2000, as compared to $37,799 in 1999, a marginal  increase
of $5,782,  depreciation  increased  $40,757 from 1999 to 2000;  deferred income
taxes  remained  constant  in 2000 as compared to a increase of $15,577 in 1999;
accounts  receivable  decreased  $305,473  in 2000 as compared to an decrease of
$436,788 in 1999;  prepaid expenses decreased $109,076 in 2000 as compared to an
increase of $10,584 in 1999;  deposits and escrows decreased $194,675 in 2000 as
compared to a decrease of $269,428 in 1999;  accounts payable increased $170,150
in 2000 as  compared to a increase  of  $254,050  in 1999;  and accrued  charges
increased $16,104 in 2000 as compared to a decrease of $61,432 in 1999. The cash
provided by these activities


                                        8


<PAGE>



was partially offset by a decrease in property taxes payable of $207,681 in 2000
as compared to an decrease of $355,532 in 1999;  a decrease in notes  payable of
$170,827 in 2000 as compared to $43,777 in 1999; and deferred revenue  decreased
$53,945 in 2000 as compared to an increase of $10,192 in 1999.

       Net cash used in Investing activities was $380,505 in 2000 as compared to
$243,560  in 1999.  Capital  expenditures  for 2000 were  $73,462,  compared  to
$42,085 for 1999. The Company made advances to Castor Capital  Corporation,  the
majority shareholder, of $307,043 in 2000 as compared to $201,475 in 1999.

       The Company has a line of credit  which  provides  up to  $2,500,000,  of
which the company had borrowed  $985,000 at March 31,  2000.  In addition to the
line of credit the Company had an unfunded  overdraft in the amount of $339,083,
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 expires
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.

       Net cash  used in  financing  activities  for 2000  totaled  $294,832  as
compared to $597,313 in 1999.  The Company paid $42,571 on the line of credit in
2000 as compared to $208,603 in 1999. The cash used to make  principal  payments
on the  Company's  long term debt was  $252,261 in 2000 as compared to principal
payments on long term debt of $388,710 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 March 31, 2000.
Castor Capital  Corporation had sold 490,000 shares as of March 31, 2000. Castor
held 79.0% of the Company's outstanding common stock as of March 31, 2000.

       The Company guaranteed a certain obligation of its parent,  Castor,  this
obligation  totaled  $2,037,500 at March 31, 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 and expects to exercise  the option and  complete  the purchase in
the second quarter of 2000.


                                        9


<PAGE>
                                   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.

                                   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.


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                                   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

May 12, 2000



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