SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          ----------------------------

                                    FORM 10-Q
(Mark One)
  [ x ]            QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                         For the quarterly period ended
                                  June 30, 1997

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

                         for the transition period from
                         ______________ To _____________

   Commission File Numbers 333-23893; 333-23893-01; 333-23893-02; 333-23893-03

                     --------------------------------------

                               CFP HOLDINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                        95-44413619       
 (State or Other Jurisdiction of                         (I.R.S. Employer     
 Incorporation or Organization)                         Identification Number) 
                                      2013                
                          (Primary Standard Industrial
                           Classification Code Number)
                                              
                                                                            
                                 CFP GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                          95-4616486       
(State or Other Jurisdiction of                           (I.R.S. Employer     
Incorporation or Organization)                          Identification Number) 
                                      2013                 
                          (Primary Standard Industrial
                           Classification Code Number)
                                             
                                             
                           CUSTOM FOOD PRODUCTS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

          California                                          95-3760291      
(State or Other Jurisdiction of                             (I.R.S. Employer   
Incorporation or Organization)                          Identification Number)
                                      2013                  
                          (Primary Standard Industrial
                           Classification Code Number)
                                            
                                            
                              QF ACQUISITION CORP.
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                            22-3174301      
(State or Other Jurisdiction of                             (I.R.S. Employer   
Incorporation or Organization)                          Identification Number)
                                      2013                   
                          (Primary Standard Industrial
                           Classification Code Number

                      ------------------------------------

                             1117 West Olympic Blvd.
                              Montebello, CA 90640
    (Address, Including Zip Code of Registrant's Principal Executive Offices)

                                  213-727-0900
              (Registrant's telephone number, including area code)

                      ------------------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
   to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
   during the preceding 12 months (or for shorter period that the registrant
         was required to file such reports), and (2) has been subject to
                    filing requirements for the past 90 days.

                         [ x ] YES              [   ] NO

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                    Class                           Outstanding at July 31, 1997
                    -----                           ----------------------------
 Voting Common Stock - Class A, $.01 par value                14,705            
Non-voting  common  Stock - Class  A,  $.01 par value         11,241            
 Non-voting  common  Stock - Class B $.01 par value            3,321            

<PAGE>

                        CFP Group, Inc. and Subsidiaries

                                    FORM 10-Q

                                      INDEX

Part I     Financial Information                                          Page #
                                                                          ------
           Item 1.   Financial Statements

                     Consolidated balance sheets -                          1
                         March 31, 1997 and June 30, 1997

                     Consolidated statements of operations -                2
                         Three months ended June 30, 1997 & 1996

                     Consolidated  statements  of cash flows -              3
                         Three  months ended June 30, 1997 and 1996

                     Notes to consolidated financial statements             4

           Item 2.   Management's Discussion and Analysis of                7
                     Financial Condition and Results of Operations

Part II    Other Information

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

Signatures

Exhibit Index



<PAGE>

Part I     Financial Information
           Item 1.  Financial Statements

<TABLE>
                        CFP GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                                     ASSETS
<CAPTION>
                                                           March 31,          June 30,   
                                                             1997               1997     
                                                          ------------       ------------
                                                                   (in thousands)       
                                                                     
<S>                                                        <C>                  <C>      
Current assets:
   Cash and cash equivalents                               $  2,139             $  4,876 
   Accounts receivable, net of allowance for
     doubtful accounts of $93,000 and $103,000 at
     March 31, 1997 and June 30, 1997, respectively          10,719               10,758
   Inventories                                               11,340               14,253
   Prepaid expenses and other current assets                  2,526                2,108
                                                           --------             --------
       Total Current assets                                  26,724               31,995
Property and equipment, net                                  25,402               25,375
Costs in excess of net assets acquired, net                  72,021               71,168
Intangible and other assets, net                              8,675                8,473
                                                           --------             --------
     Total                                                 $132,822             $137,011
                                                           ========             ========
                                                                
                                                                
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
                                                                
Current Liabilities:                                            
    Current portion of long-term liabilities               $  1,991             $  2,001
    Accounts payable                                          4,964                6,885
    Accrued expenses and other current liabilities            5,067                8,779
                                                           --------             --------
Total current liabilities                                    12,022               17,665
                                                           --------             --------
Long term liabilities                                       137,864              137,214
                                                           --------             --------
Commitments and contingencies                                                           
Redeemable common stock                                       2,319                2,319
                                                           --------             --------
Stockholders' equity (deficiency):                                                      
    Preferred stock, $.01 par value;
    6,472 shares  authorized,  none issued and  
    outstanding  
    Voting common stock - Class A, $.01 par value;
    100,000  shares authorized, 14,705 shares
    issued and outstanding                                    3,196                3,196
    Nonvoting common stock - Class A, $.01 par value;
    25,000 shares authorized, 11,241 (inclusive of
    3,011 shares classified as redeemable common
    stock shares issued and outstanding                       2,204                2,204
    Nonvoting common stock - Class B, $.01              
    par value; 25,000 shares authorized, 3,321 shares   
    (inclusive of 2,162 shares classified as redeemable 
    common stock) issued and outstanding                        805                  805
    Stockholders' notes receivable                             (337)                (337)
    Retained earnings (deficit)                             (25,251)             (26,055)
                                                           --------             --------
       Total stockholders' equity (deficiency)              (19,383)             (20,187)
                                                           --------             --------
         Total                                             $132,822             $137,011
                                                           ========             ========
<FN>
          See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                       1
<PAGE>



                        CFP GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                       Three Months Ended
                                                    ------------------------
                                                      June 30,      June 30, 
                                                        1996          1997   
                                                    ---------     ----------
                                                          (in thousands)      

Sales                                                $ 15,707     $ 44,755
Cost of Sales                                          12,920       37,283
                                                     --------     --------
   Gross Profit                                         2,787        7,472
Selling, general and administrative expenses            1,315        4,126
                                                     --------     --------
   Income from operations                               1,472        3,346
Interest expense                                          839        4,150
                                                     --------     --------
   Income (loss) before income taxes                      633         (804)
Provision for income taxes                                121         --   
                                                     --------     --------
Net income (loss)                                    $    512         (804)
                                                     ========     ======== 

          See accompanying notes to consolidated financial statements.

                                       2
<PAGE>
<TABLE>

                        CFP GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<CAPTION>
                                                                     Three Months Ended
                                                                     ------------------
                                                                     June 30,   June 30,
                                                                      1996       1997
                                                                      ----       ---- 
                                                                      (in thousands)
<S>                                                                  <C>        <C>  
Cash flows from operating activities:
   Net income (loss)                                                $   512       (804)
   Adjustments to reconcile  net income (loss)
     to net cash provided by (used in)
     operating  activities:
     Depreciation and amortization                                      517      1,639
     Amortization of deferred financing costs and
        original issue discount                                         158        308
     Deferred income taxes                                              (37)      --   
     Changes in assets and liabilities:
       Accounts receivable                                              (13)       (39)
       Inventories                                                   (2,442)    (2,913)
       Prepaid expenses and other current liabilities                  (135)       419
       Income taxes receivables/payable                                 158       --   
       Accounts  payable                                               (336)     1,920
       Accrued expenses and other current liabilities                   142      3,711
                                                                    -------    -------
         Net cash provided by (used in) operating activities         (1,476)     4,241
                                                                    -------    -------
Cash flows from investing activities:
   Acquisition of property and equipment                               (547)      (613)
   Other assets                                                        (196)      (245)
                                                                    -------    -------
         Net  cash  used in  investing  activities                     (743)      (858)
                                                                    -------    -------
Cash  flows  from  financing activities:
   Borrowings under revolving loan facility                           3,125
   Repayment of revolving loan facilities                              (875)      (500)
   Repayment of long-term debt and capitalized lease obligations       (877)      (144)
   Deferred financing costs                                            --           (2)
                                                                    -------    -------
         Net cash  (used in)  provided  by  financing  activities     1,373       (646)
                                                                    -------    -------
Net  increase (decrease) in cash                                       (846)     2,737
Cash, beginning of period                                               847      2,139
                                                                    -------    -------
Cash, end of period                                                 $     1    $ 4,876
                                                                    =======    =======
Supplemental  disclosures of cash flow information:
   Cash paid (received) during the period for:
     Interest                                                       $   651    $   612
     Income taxes                                                   -------    -------

<FN>

          See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                       3
<PAGE>

                        CFP GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1: BASIS OF PRESENTATION

     The accompanying  unaudited consolidated financial statements of CFP Group,
Inc. and its  wholly-owned  subsidiaries  (the  "Company") have been prepared in
accordance with generally accepted  accounting  principles  ("GAAP") for interim
financial  information and with the instructions for Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes required by GAAP for complete financial statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
period are not  necessarily  indicative  of the results that may be expected for
the full fiscal year. The accompanying  financial statements include the results
of CFP Group,  Inc. ("CFP Group") and its wholly-owned  subsidiary CFP Holdings,
Inc. ("CFP Holdings"),  and CFP Holdings' wholly-owned  subsidiaries Custom Food
Products,  Inc. ("Custom Foods") and QF Acquisition Corp. ("Quality Foods"). For
further  information,  refer  to  the  information  included  in  the  Company's
Registration Statement on Form S-4 (the "Registration Statement") filed with the
Securities and Exchange Commission on June 27, 1997.

     The  Company's  fiscal  year  is the 52 or 53  week  period  ending  on the
Saturday  nearest to March 31. The  Company's  three month periods ended nearest
June 30, 1997 and 1996 were 13 week periods. For simplicity of presentation, the
Company has described the interim periods herein as ending on June 30.

NOTE 2: ACQUISITION

     CFP  Group  was  incorporated  on  November  26,  1996  and was  formed  to
recapitalize  CFP Holdings.  CFP Group and CFP Holdings are companies which have
no operations  or assets  separate from their  investments  in their  respective
subsidiaries.

     On December 31,  1996,  pursuant to a securities  purchase  agreement,  the
Company acquired all of the equity of the equity interests in Quality Foods (the
"Acquisition") for a total purchase price of $67.1 million which was composed of
(i) cash  payments  to the  sellers  of $64.0  million,  less a  purchase  price
adjustment refund received from sellers of $354,000,  (ii) the issuance of 2,162
shares of nonvoting  common  stock-Class  B valued at $1.5  million,  plus (iii)
acquisition  costs of $2.6 million less cash assumed of $600,000.  Funds for the
Acquisition,  the repayment of certain  existing  indebtedness,  and for working
capital were primarily  provided by $76.0 million in term loans, a $20.0 million
revolving  credit facility and $25.0 million of subordinated  bridge loans.  The
fair value of the assets  acquired  was $95.4  million,  the cash paid was $65.6
million,  the fair value of Common Stock issued was $1.5 million and liabilities
assumed or paid upon the Acquisition were $28.3 million.

NOTE 3: ISSUANCE OF SENIOR GUARANTEED NOTES

                                        4

<PAGE>

     In connection with the Acquisition,  CFP Holdings  completed a 144A private
placement (the "Offering") of $115.0 million of 11-5/8% Senior  Guaranteed Notes
due 2004 (the "Old Notes").  On July 7, 1997, CFP Holdings initiated an exchange
offer (the "Exchange  Offer") whereby the Old Notes may be exchanged for 11-5/8%
Series B Senior Guaranteed Notes due 2004 (the "Notes").  The terms of the Notes
are identical in all material  respects to the Old Notes,  except that the notes
have been registered under the Securities Act of 1933, as amended, and therefore
do not bear  legends  restricting  their  transfer  and do not  contain  certain
provisions providing for the payment of liquidated damages to the holders of the
Old Notes under certain  circumstances  relating to the  registration of the Old
Notes,  which  provisions  terminated upon the initiation of the exchange of the
Old Notes for the Notes. The Notes bear interest at a rate of 11-5/8% and mature
on January 15, 2004. The Notes are unconditionally  guaranteed on a senior basis
by Quality Foods,  Custom Foods and CFP Group.  Interest on the Notes is payable
semi-annually on January 15 and July 15, commencing January 15, 1998.

     Proceeds  from  the sale of the Old  Notes  were  used  (i) to repay  $66.0
million  principal  amount of term  loans,  (ii) to repay $25  million of bridge
notes,  (iii) to fund the payment of a $16 million cash  distribution to holders
of CFP Group's Class A Voting and Nonvoting  Common Stock and (iv) to repay $2.8
million of borrowings under a revolving credit facility.

NOTE 4: THE BANK CREDIT AGREEMENT

     Concurrent with the Acquisition,  CFP Group and CFP Holdings entered into a
Credit Agreement (the "Bank Credit  Agreement") with NationsBank of Texas,  N.A.
and certain other lenders,  which provided the Company with (i) a new 5-1/2 year
revolving credit facility (the "Revolving Credit Facility") under which up to an
aggregate  of $20.0  million  (subject  to  borrowing  base) are  available  for
borrowing,  (ii) a 5-1/2 year $10.0 million term loan,  (iii) a 5-1/2 year $41.0
million  term  loan  and  (iv)  a 7 year  $25.0  million  term  loan.  Upon  the
consummation  of the Offering and the  application of the net proceeds  thereof,
the $41.0 million term loan and the $25.0 million term loan were repaid in full.
Borrowings and other  obligations under the Bank Credit Agreement are guaranteed
on a senior secured basis by CFP Group and by Custom Foods and Quality Foods and
are collateralized by substantially all of the assets of the Company.

     The  Revolving  Credit  Facility  matures  in June  2002.  Loans  under the
Revolving  Credit Facility  initially bear interest at a rate equal to 1.25% per
annum over the Agent's Base Rate or 2.50% per annum over the Eurodollar Rate.

     The Credit Agreement was amended on August 4, 1997, retroactive to June 30,
1997, in order to adjust certain financial covenants and limitations included in
the  Agreement.   The  Company  was  in  compliance  with  these  covenants  and
limitations, as amended, at June 30, 1997.


                                        5

<PAGE>

NOTE 5: INVENTORIES

     Inventories consisted of the following:


                                      March 31,           June 30,
                                      ---------           --------
                                       1997                 1997
                                       ----                 ----
Raw materials                         $  4,498           $  4,439
Work-in-process                          2,157              3,413
Finished goods                           4,685              6,401
                                      --------           --------
     Total                            $ 11,340           $ 14,253
                                      ========           ========


NOTE 6: LONG-TERM OBLIGATIONS
                                                       March 31,      June 30,
                                                       ---------      --------
                                                         1997           1997
                                                         ----           ----
Long-term obligations consisted of the following:     

Senior notes payable, interest at 11-5/8%             $115,000       $115,000
     payable semiannually, principal due
     January 2004                       
Term note payable to a bank, interest at                10,000         10,000
     a reference  rate (5.8% at June 30,
     1997)  plus 2% or  Eurodollar  rate
     (5.9%  at June  30,  1997)  plus 3%
     payable   semiannually,   principal
     payable  quarterly  at $1.0 million
     increasing to $2.2 million with the
     remaining balance due in June 2002 
Revolving  loan   payable   to  a  bank,                   500            --
     interest at a reference  rate (8.5%
     at June  30,  1997)  plus  1.25% or
     Eurodollar  rate  (5.9% at June 30,
     1997) plus 2.5% payable  quarterly,
     expires June 2002                  
Debt assumed  in  connection   with  the
     acquisition   of   Quality   Foods:
Revenue     bond     payable    to     a                 4,300          4,300
     government   financing   authority,
     interest at a reference rate (5.85%
     at June 30, 1997) not to exceed 18%
     payable monthly,  principal payable
     annually at $100,000  increasing to
     $400,000   through   December  2014
Notes    Payable   to   a     government                 2,154          2,104
     agency,  interest  at  2%,  payable
     with  principal   monthly   through
     April  2012,  collateralized  in  a
     second  position  on the  Company's
     Philadelphia  facility             
Note    payable    to    a    government                 1,000          1,000
     agency,  interest  at 0.5%  payable
     monthly    beginning   April   1999
     through October 2005, principal and
     interest  payable  inequal  monthly
     installments   from  November  2005
     through April 2010,  collateralized
     in a shared  third  position on the
     Company's   Philadelphia   facility
Notes    payable   to    a    government                   747            739
     agency,  interest at 5.25%  payable
     monthly  with   principal   through
     February 2012,  collateralized in a
     shared   third   position   on  the
     company's Philadelphia facility    
Capital  lease  obligations  payable  in                 6,154          6,072
     varying    monthly     installments
     through  2019,   collateralized  by
     buildings and equipment  with a net
     book   value  of   $6,042,000   and
     $5,948,000,  at March 31, 1997, and
     June 30, 1997 respectively          
                                                       -------        ------- 
Total                                                  139,855        139,215 
Less current portion                                    (1,991)        (2,001)
                                                      --------       -------- 
Long-term debt                                        $137,864       $137,214 
                                                      ========       ======== 
                                                     

                                        6

<PAGE>


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

General

     The  following  is   management's   discussion   and  analysis  of  certain
significant  factors which have affected the  Company's  financial  position and
operating  results during the periods included in the accompanying  consolidated
financial statements.

Results of Operations

Three months ended June 30, 1997 compared to three months ended June 30, 1996.

     Net Sales.  Net sales increased to $44.8 million for the three month period
ended June 30,  1997 from $15.7  million  for the  period  ended June 30,  1996.
Approximately  $21.3  million  of this  $29.1  million  increase  was due to the
inclusion of Quality Foods' sales  subsequent to the  Acquisition.  Net sales to
Arby's  increased  $4.8  million  during this period as a result of increases in
sales to several Eastern U.S. markets  pursuant to the new three-year  contract.
Further, sales of Custom Foods' value-added products increased $3.0 million over
the three months ended June 30, 1996, principally as a result of increased sales
to new and existing  customers.  Total  pounds sold by the company  increased to
26.0  million  pounds for the three months ended June 30, 1997 from 12.2 million
pounds for the three months ended June 30, 1996. Pounds sold increased primarily
due to the Quality  Foods'  results being  included and the  increased  sales to
Arby's.  The net sales price  increased to $1.72 per pound  from$1.29  per pound
primarily  as a result of  Quality  Foods'  sales  which are at higher per pound
prices than sales to Custom Foods' customers.

     Gross Profit.  Gross profit  increased to $7.5 million for the three months
ended June 30, 1997 from $2.8  million for the three months ended June 30, 1996.
Approximately  $3.8  million  of  this  $4.7  million  increase  was  due to the
inclusion of Quality Foods'  results  subsequent to the  Acquisition.  The gross
margin  decreased  to 16.7% for the three  months ended June 30, 1997 from 17.7%
for the three months  ended June 30, 1996.  The decline of the gross margin as a
percent of sales was  primarily  a result of an increase in sales to Arby's that
have a relatively  lower gross margin  compared to sales to other  customers and
also due to  increased  costs for raw  materials  of Custom  Foods'  value-added
products, only a portion of which were passed on to customers.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  increased  to $4.1  million for the three months ended
June 30,  1997 from $1.3  million  for the three  months  ended  June 30,  1996.
Approximately  $1.8  million  of  this  $2.8  million  increase  was  due to the
inclusion of Quality Foods' results subsequent to the Acquisition.  In addition,
$800,000 of the increase is attributable to amortization of goodwill  related to
the Acquisition.

     Income from  Operations.  Income from operations  increased to $3.3 million
for the three  months ended June 30, 1997 from $1.5 million for the three months
ended June 30, 1996. The

                                        7

<PAGE>

increase of $1.8 million is  primarily  due to the  inclusion of Quality  Foods'
results  subsequent  to the  Acquisition  as well as the other  items  discussed
above.

     Interest Expense.  Interest expense increased to $4.2 million for the three
months ended June 30, 1997  compared to $839,000 for the three months ended June
30, 1996,  primarily  attributable to the Offering and indebtedness  incurred to
finance the Acquisition.

     Provision  for Income Taxes.  Provision for income taxes  decreased to zero
for the three  months  ended June 30, 1997 from  $121,000  for the three  months
ended June 30,  1996.  For the three  months  ended June 30,  1997 the  expected
income tax benefit based on the  statutory  rate was reduced to zero because the
company  provided  a  valuation  allowance  related  to the net  operating  loss
carryforwards.

     Net Loss.  A net loss of $804,000  was  incurred for the three months ended
June 30, 1997 versus a net income of $512,000  for the three  months  ended June
30, 1996 due to the net impact of the foregoing items.

Liquidity and Financial Resources

     The  Acquisition  has  had  a  major  impact  on  the  Company's  financial
condition.  After  giving  effect  to the  Acquisition,  the  Offering  and  the
Recapitalization  and  the  application  of  the  net  proceeds  therefrom,  the
Company's total  consolidated  indebtedness was $139.2 million at June 30, 1997.
Interest payments on the Notes and anticipated  interest and principal  payments
under the Bank Credit Agreement represent significantly increased obligations of
the Company.  The Notes require semi-annual interest payments commencing in July
1997. Borrowings under the Bank Credit Agreement bear interest at floating rates
and require quarterly interest payments.  The Bank Credit Agreement provides the
Company  with (i) a $10.0  million  Term Loan,  which  requires  a $1.4  million
principal repayment in fiscal year 1998 and increasing  principal  repayments in
later years,  and matures in 2002, and (ii) a Revolving Credit Facility of $20.0
million with zero  outstanding at June 30, 1997.  Approximately  $5.0 million of
the  Revolving  Credit  Facility  is  reserved  to  provide  letters  of  credit
supporting  the  industrial  revenue bond issue with  respect to Quality  Foods'
Philadelphia facility and other obligations.

     The Company's  primary  sources of liquidity are cash flows from operations
and  borrowings  under  the  Revolving   Credit  Facility.   At  June  30,  1997
approximately  $11.2 million was available to the Company for  borrowings  under
the Revolving  Credit  Facility,  subject to inventory  and accounts  receivable
levels. The Company anticipates that its working capital  requirements,  capital
expenditures  and debt service  requirements  for the next twelve months will be
satisfied through a combination of cash flow from operations and funds available
under the Revolving Credit Facility.

Forward Looking Statements

This report includes "forward looking  statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and section 21E of the Securities
Exchange Act of 1934, as

                                        8

<PAGE>

amended.  Although the Company believes that the expectations  reflected in such
forward-looking  statements are  reasonable,  it can give no assurance that such
expectations will prove to have been correct. Important factors that could cause
actual results to differ materially from the Company's expectations ("Cautionary
Statements")  are disclosed in the Company's  Registration  Statement filed with
the Securities and Exchange Commission, and incorporated herein by reference, in
this  filing.  All  subsequent  written  and  oral  forward-looking   statements
attributable  to the  Company  or persons  acting on its  behalf  are  expressly
qualified in their entirety by the Cautionary Statements.

                                        9

<PAGE>



Part II       Other Information

Item 6.       Exhibits and Reports on Form 8-K

              No reports on Form 8-K have been filed  during the  quarter  ended
              June 30,  1997.  Reference is made to the  Company's  Registration
              Statement and the exhibits filed therewith.  The exhibits filed as
              part of this form are listed below:



              Exhibit No.  Description
              -----------  -----------

              10.1         Amended and Restated Credit Agreement dated as of May
                           15, 1997, (the "Amended Credit  Agreement") among the
                           Company, CFP Group, Inc., Nations Bank Texas, N.A. as
                           Administrative  Agent,  Nations Banc Capital Markets,
                           Inc. as Arranging Agent and Syndication  Agent, Fleet
                           National Bank as Documentation  Agent and each of the
                           lenders identified therein as lenders.

              10.2         The First  Amendment to the Amended Credit  Agreement
                           dated as of August 4, 1997, among the Company and the
                           same parties to the Amended Credit Agreement.

              27           Financial Data Schedule





                                       10

<PAGE>



                                   SIGNATURES

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

                                                    CFP Group, Inc.
                                                 CFP Holdings, Inc.
                                         Custom Food Products, Inc.
                                               QF Acquisition Corp.


                                                 /s/ Eric W. Ek
                                       ----------------------------
August 7, 1997                         Eric W. Ek
                                       Vice President,
                                        Chief Financial Officer and
                                        Secretary of CFP Group, Inc.
                                        And CFP Holdings, Inc. and
                                        its subsidiaries






<PAGE>



Exhibit Index

The following Exhibits are filed as part of this report:

              Exhibit No.  Description
              -----------  -----------

              10.1         Amended and Restated Credit Agreement dated as of May
                           15, 1997, (the "Amended Credit  Agreement") among the
                           Company, CFP Group, Inc., Nations Bank Texas, N.A. as
                           Administrative  Agent,  Nations Banc Capital Markets,
                           Inc. as Arranging Agent and Syndication  Agent, Fleet
                           National Bank as Documentation  Agent and each of the
                           lenders identified therein as lenders.

              10.2         The First  Amendment to the Amended Credit  Agreement
                           dated as of August 4, 1997, among the Company and the
                           same parties to the Amended Credit Agreement.

              27           Financial Data Schedule