SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q/A

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

                         For the quarterly period ended
                                December 31, 1999

[   ]              TRANSITION REPORT PURSUANT TO SECTION 13 OR
                   15(d) OF THE SEURITIES 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                         2013                  95-4413619
(State or Other Jurisdiction      (Primary Standard         (I.R.S. Employer
   of Incorporation or        Industrial Classification      Identification
      Organization)                  Code Number)                Number)


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

       Delaware                         2013                  95-4616486
(State or Other Jurisdiction      (Primary Standard         (I.R.S. Employer
   of Incorporation or        Industrial Classification      Identification
      Organization)                  Code Number)                Number)


                           CUSTOM FOOD PRODUCTS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

       California                       2013                   95-3760291
(State or Other Jurisdiction      (Primary Standard         (I.R.S. Employer
   of Incorporation or        Industrial Classification      Identification
      Organization)                  Code Number)                Number)


                                    QFAC, LLC
             (Exact Name of Registrant as Specified in Its Charter)

        Delaware                        2013                  23-2999998
(State or Other Jurisdiction      (Primary Standard         (I.R.S. Employer
   of Incorporation or        Industrial Classification      Identification
      Organization)                  Code Number)                Number)

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

                                 5501 Tabor Road
                             Philadelphia, PA 19120
    (Address, Including Zip Code of Registrant's Principal Executive Offices)

                                  215-288-0888
              (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.
<TABLE>
<CAPTION>
                    Class                                 Outstanding at December 31, 1999
                    -----                                 --------------------------------
<S>                                                                  <C>
Voting Common Stock - Class A, $.01 par value                        14,705
Non-voting common Stock - Class A, $.01 par value                    11,675
Non-voting common Stock - Class B $.01 par value                      3,865
</TABLE>
<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, 1999 and December 31, 1999


                       Consolidated Statements of Operations -                2
                         Three months and nine months ended
                         December 31, 1999 and 1998


                       Consolidated Statements of Cash Flows -                3
                         Nine months ended December 31, 1999 and 1998


                       Notes to Consolidated Financial Statements             4


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


              Item 3.  Quantitative and Qualitative Disclosures              10
                         about Market Risk

              Item 4.  Subsequent Events and Disclosure                      11

Part II  Other Information

              Item 6.  Exhibits and Reports on Form 8-K                      12

Signatures

Exhibit Index


<PAGE>

Part I   Financial Information
             Item 1.   Financial Statements
<TABLE>

                                              CFP GROUP, INC. AND SUBSIDIARIES
                                                 CONSOLIDATED BALANCE SHEETS
                                              (In Thousands, Except share data)
                                                         (UNAUDITED)
                                                           ASSETS
<CAPTION>
                                                                                           March 31,          December 31,
                                                                                              1999                1999
                                                                                       ------------------- -------------------
<S>                                                                                            <C>                 <C>
Current assets:
        Cash and cash equivalents                                                              $    1,820          $    1,275
        Accounts receivable, net of allowance for doubtful accounts of $369,000 and
            $434,000 at March 31, 1999 and December 31, 1999, respectively                         15,448              18,429
        Inventories                                                                                16,839              20,129
        Prepaid expenses and other current assets                                                     692                 924
                                                                                       ------------------- -------------------
            Total current assets                                                                   34,799              40,757
        Property and equipment, net                                                                29,922              32,073
        Costs in excess of net assets acquired, net                                                65,195              62,733
        Intangible and other assets, net                                                            6,488               4,477
                                                                                       ------------------- -------------------
            Total                                                                              $  136,404          $  140,040
                                                                                       =================== ===================


                                          LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
        Current portion of long-term debt                                                       $   1,113            $    816
        Accounts payable                                                                            8,904               8,007
        Accrued expensed and other current liabilities                                              6,689               9,239
                                                                                       ------------------- -------------------
Total current liabilities                                                                          16,706              18,062
                                                                                       ------------------- -------------------
Long term debt                                                                                    145,895             147,641
                                                                                       ------------------- -------------------
Commitments and contingencies
Redeemable common stock                                                                             2,319               2,319
                                                                                       ------------------- -------------------
Stockholders' 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 and 11,675 (inclusive of 3,011 shares classified as
            redeemable  common stock) shares issued and outstanding at March 31,
            1999 and December 31, 1999, respectively                                                2,204               2,330
        Nonvoting common stock - Class B, $.01 par value; 25,000 shares
            authorized, 3,059 and 3,865 shares (inclusive of 2,162 shares classified
            as redeemable common stock) issued and outstanding as March 31, 1999
            and December 31, 1999, respectively                                                       623                 912
        Stockholders' notes receivable                                                               (203)               (637)
        Accumulated deficit                                                                       (34,336)            (33,783)
                                                                                       ------------------- -------------------
        Total stockholders' deficiency                                                            (28,516)            (27,982)
                                                                                       ------------------- -------------------
            Total                                                                              $  136,404          $  140,040
                                                                                       =================== ===================
<FN>
                                  See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                                               1

<PAGE>

<TABLE>

                                          CFP GROUP, INC. AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                                   (In Thousands)
                                                     (UNAUDITED)
<CAPTION>
                                                            Three Months Ended               Nine Months Ended
                                                            ------------------               -----------------
                                                      December 31,     December 31,    December 31,     December 31,
                                                          1998             1999            1998            1999
                                                          ----             ----            ----            ----
<S>                                                    <C>              <C>              <C>              <C>
Sales                                                  $  46,137        $  57,312        $ 135,483        $ 155,991

Cost of Sales                                             37,376           48,131          109,441          128,163
                                                       ---------        ---------        ---------        ---------
Gross Profit                                               8,761            9,181           26,042           27,828

Selling, general and administrative expenses               4,848            5,004           14,398           13,956

Terminated transaction related costs                                                           256
                                                       ---------        ---------        ---------        ---------
Income from operations                                     3,913            4,177           11,388           13,872

Interest expense                                           4,306            4,434           13,002           13,256
                                                       ---------        ---------        ---------        ---------
(Loss) Income before income taxes and extraordinary         (393)            (257)          (1,614)             616
item

(Benefit) Provision for income taxes                                          (14)             231               63
                                                       ---------        ---------        ---------        ---------
Net (loss) income before extraordinary item                 (393)            (243)          (1,845)             553

Extraordinary loss on early extinguishment of debt                                           1,003
                                                       ---------        ---------        ---------        ---------
Net (loss) income                                      $    (393)       $    (243)       $  (2,848)       $     553
                                                       =========        =========        =========        =========
<FN>

                                  See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                                               2
<PAGE>
<TABLE>

                                        CFP GROUP, INC. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (In Thousands)
                                                  (UNAUDITED)
<CAPTION>
                                                                                          Nine Months Ended
                                                                                        Dec. 31,      Dec. 31,
                                                                                          1998          1999
                                                                                          ----          ----
<S>                                                                                   <C>             <C>
Cash flows from operating activities:
   Net (loss) income                                                                  $ (2,848)       $    553
   Adjustments to reconcile net (loss) income to net cash provided by operating
   activities:
   Depreciation and amortization                                                         4,850           5,627
   Amortization of deferred financing costs and original issue discount                    898             896
   Extraordinary loss on early extinguishment of debt                                    1,003
   Changes in assets and liabilities:
     Accounts receivable                                                                   339          (2,981)
     Inventories                                                                         1,387          (3,290)
     Prepaid expensed and other current assets                                            (113)           (232)
     Accounts payable                                                                   (1,720)           (897)
     Accrued expenses and other current liabilities                                      3,850           2,550
                                                                                      --------        --------
       Net cash provided by operating activities                                         7,646           2,226
                                                                                      --------        --------

Cash flows from investing activities:
   Acquisition of property and equipment                                                (4,385)         (5,218)
   Other assets                                                                           (583)          1,017
                                                                                      --------        --------
       Net cash used in investing activities                                            (4,968)         (4,201)
                                                                                      --------        --------

Cash flows from financing activities:
   Borrowings under revolving loan facility                                              9,144          81,373
   Repayment of revolving loan facilities                                              (10,500)        (79,279)
   Proceeds from issuance of long-term debt                                             14,127
   Repayment of long-term debt and capitalized lease obligations                       (14,495)           (645)
   Deferred financing costs                                                               (615)
   Shareholder notes receivable                                                                           (434)
   Sale of common stock                                                                                    415
                                                                                      --------        --------
       Net cash (used in) provided by financing activities                              (2,339)          1,430
                                                                                      --------        --------
Net increase (decrease) in cash                                                            339            (545)
Cash, beginning of period                                                                1,344           1,820
                                                                                      --------        --------
Cash, end of period                                                                   $  1,683        $  1,275
                                                                                      ========        ========

Supplemental disclosure of cash flow information:
   Cash paid during the period for:
     Interest                                                                         $  9,139        $  8,949
     Income taxes                                                                     $    131        $    415
<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 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  QFAC,  LLC  ("Quality  Foods").  The  consolidated
financial  statements as presented herein should be read in conjunction with the
consolidated  financial  statements and notes thereto  included in the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 1999.

     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 on the
Saturday  nearest  December  31,  1999 and 1998 were 13 weeks in  duration.  The
Company's nine month periods ended on the Saturday nearest December 31, 1999 and
1998 were 39 weeks in duration. For simplicity of presentation,  the Company has
described  the interim  periods and year end period herein as ending on December
31 and March 31, respectively.


NOTE 2: INVENTORIES
     Inventories consisted of the following:

                                         March 31,            December 31
                                           1999                  1999
                                     ------------------    ------------------
                                        (In Thousands)        (In Thousands)
          Raw materials                    $     5,820            $    7,680
          Work-in-process                        3,773                 3,893
          Finished goods                         7,918                 8,785
                                     ------------------    ------------------
                Total                           17,511                20,358
          Reserve                                 (672)                 (229)
                                     ------------------    ------------------
          Inventories, Net                 $    16,839           $    20,129
                                     ==================    ==================


                                       4
<PAGE>
<TABLE>

NOTE 3:   LONG-TERM OBLIGATIONS
<CAPTION>
                                                                                         March 31,        Dec. 31,
                                                                                            1999            1999
                                                                                      ----------------- --------------
                                                                                              (In Thousands)
<S>                                                                                        <C>             <C>
Long-term obligations consisted of the following:

Senior notes payable, interest at 11.625% payable semiannually, principal due              $   115,000     $  115,000
   January 2004

Term note payable to a bank, interest at a reference rate (8.50% at December 31,
   1999) or Eurodollar rate (5.83% at December 31, 1999) plus 2.25%, interest
   payable monthly, principal payable on May 1, 2002                                            10,000         10,000

Revolving loan payable to a bank, interest at a reference rate (8.50% at December
   31, 1999) or Eurodollar rate (5.83% at December 31, 1999) plus 2.25%, interest
   payable monthly, expires May 1, 2002                                                          5,763          7,857

Term note payable to a bank, interest at a reference rate (8.50% at December 31,
   1999) or Eurodollar rate (5.83% at December 31, 1999) plus 2.25% interest
   payable monthly, principal quarterly at $89,285.72, principal payable January
   through February 2006                                                                         2,500          2,321

Revenue bond payable to a government financing authority, interest at a reference
   rate (6.00% at December 31, 1999) not to exceed 18% payable monthly,
   principal payable annually at $100,000 increasing to $400,000 through
   December 2014                                                                                 4,100          4,100

Notes payable to a government agency, interest at 2%, payable monthly through April
   April 2012, collateralized in a second position on the Company's Philadelphia
   facility                                                                                      1,545          1,476

Note payable to a government agency, interest at 0.5% payable monthly beginning
   February 1999 through July 2005, principal and interest payable in equal
   monthly installments from August 2005 through January 2012, collateralized in
   a shared third position on the Company's Philadelphia facility                                1,000          1,000

Notes payable to a government agency, interest at 5.25% payable monthly with
   principal through March 2012, collateralized in a shared first position on the
   Company's Philadelphia facility.                                                                678            650

Notes payable to a government agency, interest at 2%, payable with principal
   monthly through April 2001                                                                      206            138

Capital lease obligations payable in varying monthly installments through 2021,
   collateralized by buildings and equipment with a net book value of $5,787,000
    at March 31, 1999 and $5,474,000 at December 31, 1999                                        6,216          5,915
                                                                                      ----------------- --------------
Total                                                                                          147,008        148,457
Less current portion                                                                            (1,113)          (816)
                                                                                      ----------------- --------------
Long-term debt                                                                             $   145,895  $     147,641
                                                                                      ================= ==============
</TABLE>
                                                           5
<PAGE>


NOTE 4:  SEGMENT INFORMATION
<TABLE>

The Company does not maintain separate stand-alone financial statements prepared
in accordance  with  generally  accepted  accounting  principles for each of its
operating  segments.  In accordance  with SFAS 131, the Company has prepared the
following  tables which present  information  related to each operating  segment
included in internal management reports.
<CAPTION>

                                                               Three Months Ended December 31, 1999
                                                                          (In Thousands)
                                                  Custom        Quality       Corporate
                                                  Foods          Foods        and Other      Eliminations       Total
                                                  -----          -----        ---------      ------------       -----
<S>                                             <C>            <C>             <C>             <C>           <C>
Net sales to external customers                 $  26,863      $  30,449                                     $  57,312
Interest expense                                       82            120          4,232                          4,434
Depreciation and amortization expense                 489          1,402             73                          1,964
Segment profit (loss) from operations               2,618          1,725           (166)                         4,177
Long-lived assets                                  26,685         85,918        109,414        (122,734)        99,283
Total segments assets                              42,113        110,984        109,677        (122,734)       140,040
Capital expenditures                                  183          1,169                                         1,352


                                                               Three Months Ended December 31, 1998
                                                                          (In Thousands)
                                                  Custom        Quality       Corporate
                                                  Foods          Foods        and Other      Eliminations       Total
                                                  -----          -----        ---------      ------------       -----
Net sales to external customers                 $  22,238      $  23,899                                     $  46,137
Interest expense                                      232             76          3,998                          4,306
Depreciation and amortization expense                 407          1,164             73                          1,644
Segment profit (loss) from operations               3,255          4,702         (4,044)                         3,913
Long-lived assets                                  27,467         87,122        121,211        (133,848)       101,952
Total segments assets                              39,447        103,813        121,225        (133,848)       130,637
Capital expenditures                                    7          1,139                                         1,146


                                                               Nine Months Ended December 31, 1999
                                                                          (In Thousands)
                                                  Custom        Quality       Corporate
                                                  Foods          Foods        and Other      Eliminations       Total
                                                  -----          -----        ---------      ------------       -----
Net sales to external customers                   $72,025      $  83,966                                     $ 155,991
Interest expense                                      538            368         12,350                         13,256
Depreciation and amortization expense               1,211          4,203            213                          5,627
Segment profit (loss) from operations               8,824          5,539           (491)                        13,872
Long-lived assets                                  26,685         85,918        109,414        (122,734)        99,283
Total segments assets                              42,113        110,984        109,677        (122,734)       140,040
Capital expenditures                                  636          3,565                                         4,201


                                                               Nine Months Ended December 31, 1998
                                                                          (In Thousands)
                                                  Custom        Quality       Corporate
                                                  Foods          Foods        and Other      Eliminations       Total
                                                  -----          -----        ---------      ------------       -----
Net sales to external customers                 $  65,522      $  69,961                                     $ 135,483
Interest expense                                      718            261         12,023                         13,002
Depreciation and amortization expense               1,140          3,497            213                          4,850
Extraordinary item                                                                1,003                          1,003
Segment profit (loss) from operations               8,136          4,078           (826)                        11,388
Long-lived assets                                  27,467         87,122        121,211        (133,848)       101,952
Total segments assets                              39,447        103,813        121,225        (133,848)       130,637
Capital expenditures                                  855          4,113                                         4,968
</TABLE>
                                                           6
<PAGE>

NOTE 5:  SUBSEQUENT EVENTS AND DISCLOSURE

Stock Repurchase

On January 3, 2000, the Company  entered into an agreement with a shareholder to
purchase  1,716 shares of common stock and 1,124 option shares on or before June
30,  2000 for a gross price of $500 per share.  On January 4, 2000,  the Company
paid  $858,000  for the 1,716 shares of common stock and recorded a liability of
$237,000 to account for the planned  purchase of the 1,124  option  shares.  The
Company  expects to purchase the 1,124 option shares during the Company's  first
fiscal quarter of Fiscal Year 2001

New California Manufacturing Facility

On January 27, 2000, the Company signed a letter of intent with Cold Supplychain
Integrated,  Inc.  (CSI) to  construct a new 60,000  square foot  facility in La
Habra, California. The Company intends to lease the facility for a minimum of 10
years and will  guarantee a minimum level of cold storage volume to CSI over the
lease  term.  The  Company  plans to  relocate  all of its  operations  from its
existing  Montebello  and Vernon  locations to the newly built facility which is
expected to be completed in the quarter ending June 2001.

Customer Bankruptcy Filing

On February 3, 2000, the Company was notified that its customer, Ameriserve Food
Distribution,  Inc.,  which is a primary  distributor  to  Arby's,  Inc.,  filed
Chapter 11 Bankruptcy  proceedings.  The Company has  approximately  $700,000 of
accounts  receivable  outstanding  from this  customer  as of  February 3, 2000.
Currently,   the  Company  anticipates  collecting   substantially  all  of  the
outstanding  balance.  Also,  the Company has received  written  assurance  from
ARCOP, Inc., Arby's purchasing cooperative,  that any credit loss resulting from
the  aforementioned  filing will be recouped at a future  time.  Therefore,  the
Company  believes  that it will not be  negatively  impacted as a result of this
filing.

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 December 31, 1999 compared to Three months ended December 31,
1998.

         Net  Sales.  Net sales  increased  by $11.2  million  or 24.2% to $57.3
million  for the quarter  ended  December  31,  1999 from $46.1  million for the
quarter ended December 31, 1998.  Total pounds sold by the Company  increased by
25.9% to 35.0 million  pounds for the quarter ended  December 31, 1999 from 27.8
million  pounds for the quarter ended  December 31, 1998.  The increase in sales
was a result of  increases  in sales at both the Quality  Foods and Custom Foods
divisions  of the  Company.  Sales of the  Company's  higher  margin value added
products increased by 30.7% and 17.9%,  respectively,  for the Quality Foods and
Custom  Foods  divisions.  In  addition,  sales at the  Company's  Custom  Foods
division were bolstered by increased sales to Arby's.  The net sales price, on a
per pound basis, decreased to $1.64 from $1.66.

         Gross  Profit.  Gross Profit  increased to $9.2 million for the quarter
ended  December  31, 1999 from $8.8 million for the quarter  ended  December 31,
1998.  This $.4 million  increase  was due to the  increase in sales.  The gross
margin decreased to 16.0% for the quarter ended December 31, 1999 from 19.0% for
the quarter  ended  December  31, 1998 due to higher meat costs,  lower  average
sales prices,  higher fixed operating costs and higher depreciation expense. The
lower relative margin is also a result of the increased  sales to Arby's,  which
are priced on a "cost plus" basis and provide  lower  margins than the Company's
other value added products.

                                       7
<PAGE>

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses  were $5.0 million for the quarter  ended  December 31,
1999 and $4.8 million for the quarter ended December 31, 1998.  This $.2 million
increase was due to an increase in  professional  fees and bad debt reserves and
was reduced by the Company capitalizing certain personnel costs directly related
to the implementation of a new enterprise wide system.

         Income from Operations. As a result of the foregoing items, income from
operations  increased  to $4.2 million for the quarter  ended  December 31, 1999
from $3.9 million for the quarter ended December 31, 1998.

         Interest Expense.  Interest expense increased minimally to $4.4 million
for the quarter ended  December 31, 1999 from $4.3 million for the quarter ended
December  31,  1998  primarily  as a result of  increased  borrowings  under the
Company's revolving credit facility.

         Provision  for Income Taxes.  Provision  for income taxes  decreased to
$(14,000) for the quarter ended  December 31, 1999 from $0 for the quarter ended
December 31, 1998.

         Net Income  (Loss).  Net loss of $243,000  was realized for the quarter
ended  December  31, 1999 versus a net loss of  $393,000  for the quarter  ended
December 31, 1998 due to the net impact of the foregoing items.

Nine months ended  December 31, 1999 compared to Nine months ended  December 31,
1998.

         Net  Sales.  Net sales  increased  by $20.5  million or 15.1% to $156.0
million for the nine month  period ended  December 31, 1999 from $135.5  million
for the nine month  period ended  December  31,  1998.  Total pounds sold by the
Company  increased  by 18.5% to 94.3  million  pounds for the nine months  ended
December  31, 1999 from 79.6 million  pounds for the nine months ended  December
31,  1998.  The  increase in sales was a result of increases at both the Quality
Foods and Custom Foods divisions of the Company.  Sales of the Company's  higher
margin value added products  increased by 22% and 13.5%,  respectively,  for the
Quality Foods and Custom Foods  divisions.  In addition,  sales at the Company's
Custom Foods Division were bolstered by increased sales to Arby's. The net sales
price, on a per pound basis, decreased to $1.65 from $1.70 primarily as a result
of passing lower raw materials  prices to customers of our Custom Foods division
who are charged on a "cost plus"  basis,  primarily  Arby's,  and lower  average
sales prices related to sales to Chef America.

         Gross  Profit.  Gross Profit  increased  to $27.8  million for the nine
months  ended  December  31, 1999 from $26.0  million for the nine months  ended
December 31, 1998. This $1.8 million  increase was due to the increase in sales.
The gross margin  decreased to 17.8% for the nine months ended December 31, 1999
from 19.2% for the nine months ended December 31, 1998 due to higher meat costs,
primarily at the Company's  Quality Foods division,  lower average sales prices,
higher fixed operating costs, and higher depreciation expense.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses  decreased  to $14.0  million for the nine months ended
December  31, 1999 from $14.4  million for the nine months  ended  December  31,
1998.  This $.4 million  decrease is due primarily to lower expenses  reflecting
the Company's  capitalization of certain personnel costs directly related to the
implementation  of a new  enterprise  wide system,  lower bonus  accrual,  and a
continued focus on reducing costs.

         Terminated Transaction Related Costs. In the nine months ended December
31, 1998, the Company expensed $256,000 in transactions  costs associated with a
potential acquisition which was terminated.

         Income from Operations. As a result of the foregoing items, income from
operations  increased to $13.9 million for the nine month period ended  December
31, 1999 from $11.4 million for the period ended December 31, 1998.

         Interest Expense. Interest expense increased minimally to $13.3 million
for the nine month  period ended  December  31, 1999 from $13.0  million for the
nine month  period ended  December  31, 1998  primarily as a result of increased
borrowings under the Company's revolving credit facility.

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<PAGE>

         Provision  for Income Taxes.  Provision  for income taxes  decreased to
$63,000 for the nine month period ended  December 31, 1999 from $231,000 for the
nine month period ended December 31, 1998.

         Extraordinary  Loss. In the first  quarter of fiscal 1999,  the Company
used proceeds from new borrowings under its Loan and Security Agreement to repay
all amounts  outstanding  under its prior credit  agreement.  In connection with
these  repayments,  an  extraordinary  loss  on the  extinguishment  of  debt of
approximately  $1.0 million was recorded for the nine months ended  December 31,
1998. This amount principally consisted of unamortized deferred financing costs.

         Net Income  (Loss).  Net income of $553,000  was  realized for the nine
months  ended  December  31, 1999 versus a net loss of $2.8 million for the nine
months ended December 31, 1998 due to the net impact of the foregoing items.

Year 2000 Issue

         Introduction:  The term  "Year  2000  issue" is a general  term used to
describe the various  problems  that may result from the improper  processing of
dates and date sensitive  calculations  by computers and other  machinery as the
Year 2000 is approached  and reached.  These problems  generally  arise in cases
where computer systems or any equipment with computer chips use two-digit fields
that recognize dates using the assumption that the first two digits are "19". On
January 1, 2000, any clock or date recording  mechanism including date sensitive
software  that uses only two digits to represent  the year may  recognize a date
using "00" as the year 1900  rather than the Year 2000.  This could  result in a
system failure or miscalculations,  causing disruption of operations,  including
among other things a temporary inability to process transactions,  send invoices
or engage in similar activities.

         State of Readiness:  The Company's Year 2000 readiness program included
implementing  a new  Year  2000  compliant  Enterprise  Wide  System  which  was
successfully  implemented  at the end of calendar 1999 in the Company's  Quality
Foods Division.  The Company is in the process of implementing the system in the
Company's  Custom  Foods  Division,  whose prior  system was  already  Year 2000
compliant.  The Company has also completed a review of its computer  systems and
applications and has made required corrections;  this includes packaged software
used by the Company,  which will not be addressed by the new system. The Company
has completed  performing  tests and addressing both potential and actual issues
that have been identified with no problems encountered. As part of the Year 2000
program,  the Company initiated formal  communications with selected vendors and
customers to determine  the extent to which the Company is  vulnerable  to those
third parties' failure to remediate their own Year 2000 issues.  The Company can
give no guarantee  that the systems of other  companies  on which the  Company's
systems  rely have been  converted on time or that failure to convert by another
company or a conversion  that is incompatible  with the Company's  systems would
not have a material  adverse effect on the Company.  The Company has taken steps
to reduce the likelihood  that such failures could affect the Company's  systems
through any electronic communications. Since the beginning of the Year 2000, the
Company has not experienced any Year 2000 problems  internally or with any third
parties.

         Costs to Address the Year 2000 Issue:  The Company does not expect that
the review and  modifications  of the Company's  current  enterprise  systems as
described above, excluding the cost of implementing the new system, will require
material  expenditures.  The Company's net total expenditures on the Ross System
implementation  through December 31, 1999 are $1,293,000.  The Company currently
estimates  the  aggregate  cost  of  its  new  system  (Ross)  is  approximately
$1,300,000,  although the amount could be greater.  The cost  estimate  includes
expenditures  incurred pursuant to the Company's technology upgrade and business
process reengineering  programs occurring  concurrently but not directly related
to Year 2000 issues. In addition,  a portion of the estimated total costs of the
Ross System  implementation will be funded by reallocation of existing resources
rather than incurring  incremental  costs. This reallocation of resources is not
expected  to have a  significant  impact  on the  day-to-day  operations  of the
Company.  The Company's  aggregate cost estimate does not include costs that may
be  incurred  by the  Company as a result of the  failure of any third  parties,
including  suppliers,  to  become  Year  2000  ready or costs to  implement  any
contingency plans. Such costs may be material.

         Risks  Presented  by the Year 2000  Issue:  If the company is unable to
address all  identified  system issues,  the Company  believes risks are minimal
with  little or no  material  adverse  impact on the  operations  and  financial
results and conditions of the Company.  However if any third parties who provide
goods and services that are critical to the Company's  business  activities fail
to  appropriately  address  their Year 2000  issues,  there  could be a material

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<PAGE>

adverse effect on the Company's  financial  condition and results of operations.
Responses  from material  third  parties  ("External  Parties")  also indicate a
greater  degree of Year 2000  compliance  than  anticipated.  At this time,  the
Company believes that the most reasonably likely "worst-case"  scenario relating
to Year 2000  involves  potential  disruptions  in areas in which the  Company's
operations must rely on third parties, such as suppliers,  whose systems may not
work properly  after January 1, 2000.  While such system  failures  could either
directly  or  indirectly  affect  important  operations  of the  Company and its
subsidiaries  in a significant  manner,  the Company cannot at present  estimate
either the likelihood or the potential cost of such failure. Since the beginning
of the Year  2000,  the  Company  has not  experienced  any Year  2000  problems
internally or with any third parties.

         Contingency Plans: Based on the assessment efforts to date, the Company
does not believe that the Year 2000 issue will have a material adverse effect on
its  financial  condition  or results of  operations.  The Company  will develop
appropriate  contingency  plans in the  event  that a  significant  exposure  is
identified.

         Readers are cautioned that  forward-looking  statements contained under
this  "Year  2000"  caption  should be read in  conjunction  with the  Company's
disclosures under the heading "Forward-Looking  Statements" below. Additionally,
these statements are Year 2000 Readiness Disclosure in conformance with the Year
2000 Information and Readiness  Disclosure Act of 1998 (Public law 105-271,  112
Stat. 2386) enacted on October 19,1998.

Liquidity and Financial Resources

         The Company's  total  consolidated  indebtedness  was $148.5 million at
December 31, 1999. Interest payments on the 11.625% Senior Notes and anticipated
interest and principal payments under the Loan and Security Agreement  represent
significant  obligations  of the  Company.  The  11.625%  Senior  Notes  require
semi-annual  interest payments of approximately  $6.7 million which commenced in
July 1997.  Borrowings  under the Loan and Security  Agreement  bear interest at
floating rates.  Approximately  $5.0 million of the revolving  credit portion of
the Loan and Security  Agreement (the "Revolver") 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  Revolver.  The  Revolver  provides  for
borrowings  up  to  $40.0  million,  subject  to  a  borrowing  base  and  other
limitations,  including amounts outstanding under term loans,  letters of credit
and other  borrowing  instruments.  At  December  31, 1999  approximately  $13.3
million was available to the Company for borrowings under the Revolver,  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 Loan and Security Agreement.

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 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 are detailed periodically in the Company's SEC filings on
Forms 10-K and 10-Q. 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.

Item 3. Quantitative and Qualitative Disclosures about market risk.

Long-term Debt

         The  Company's  exposure to market  risk for changes in interest  rates
relates primarily to the Company's  current and future debt  obligations,  which
have not changed  materially from those disclosed in the Company's Form 10-K for
the year ended March 31, 1999.

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<PAGE>

Item 4.  Subsequent Events and Disclosure

Stock Repurchase

On January 3, 2000, the Company  entered into an agreement with a shareholder to
purchase  1,716 shares of common stock and 1,124 option shares on or before June
30,  2000 for a gross price of $500 per share.  On January 4, 2000,  the Company
paid  $858,000  for the 1,716 shares of common stock and recorded a liability of
$237,000 to account for the planned  purchase of the 1,124  option  shares.  The
Company  expects to purchase the 1,124 option shares during the Company's  first
fiscal quarter of Fiscal Year 2001

New California Manufacturing Facility

On January 27, 2000, the Company signed a letter of intent with Cold Supplychain
Integrated,  Inc.  (CSI) to  construct a new 60,000  square foot  facility in La
Habra, California. The Company intends to lease the facility for a minimum of 10
years and will  guarantee a minimum level of cold storage volume to CSI over the
lease  term.  The  Company  plans to  relocate  all of its  operations  from its
existing  Montebello  and Vernon  locations to the newly built facility which is
expected to be completed in the quarter ending June 2001.

Customer Bankruptcy Filing

On February 3, 2000, the Company was notified that its customer, Ameriserve Food
Distribution,  Inc.,  which is a primary  distributor  to  Arby's,  Inc.,  filed
Chapter 11 Bankruptcy  proceedings.  The Company has  approximately  $700,000 of
accounts  receivable  outstanding  from this  customer  as of  February 3, 2000.
Currently,   the  Company  anticipates  collecting   substantially  all  of  the
outstanding  balance.  Also,  the Company has received  written  assurance  from
ARCOP, Inc., Arby's purchasing cooperative,  that any credit loss resulting from
the  aforementioned  filing will be recouped at a future  time.  Therefore,  the
Company  believes  that it will not be  negatively  impacted as a result of this
filing.

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<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
              December  31,  1999.  Reference  is made to the  Company's  Annual
              Report on Form 10-K and the exhibits filed therewith. The exhibits
              filed as part of this form are listed below:

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

                            27                Financial Data Schedule




                                       12

<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.
                                                                       QFAC, LLC

         February ___, 1999
                                         ---------------------------------------
                                                 Eric W. Ek
                                                 Senior Vice President,
                                                   Chief Financial Officer and
                                                   Secretary of CFP Group, Inc.
                                                   and CFP Holdings, Inc. and
                                                   its subsidiaries

                                       13