<TABLE>

                               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
                                       September 30, 1997

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

                                 for the transition period from
                                  ------------ To ------------
<CAPTION>
          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)
<S>                                <C>                            <C>
            Delaware                           2013                     95-44413619      
 (State or Other Jurisdiction of   (Primary Standard Industrial      (I.R.S. Employer    
 Incorporation or Organization)     Classification Code Number)   Identification Number) 
                             
                                        CFP GROUP, INC.
                     (Exact Name of Registrant as Specified in Its Charter)

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

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

            Delaware                           2013                     22-3174301       
 (State or Other Jurisdiction of   (Primary Standard Industrial      (I.R.S. Employer    
 Incorporation or Organization)     Classification Code Number)   Identification 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 October 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                    3,105
</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, 1997 and September 30, 1997                      
                                                                                
                   Consolidated statements of operations -                    2 
                     Three months & six months ended September 30, 1997         
                     & 1996                                                     
                                                                                
                   Consolidated  statements  of cash flows -                  3 
                     Three  months & six months ended September 30, 1997        
                     & 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>


<TABLE>

Part I     Financial Information
           Item 1.  Financial Statements

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

                                                                                                        March 31,      September 30,
                                                                                                           1997              1997
                                                                                                         ---------        ---------
                                                                                                                 (in thousands)
<S>                                                                                                      <C>              <C>      
Current assets:
   Cash and cash equivalents                                                                             $   2,139        $     525
   Accounts  receivable,  net of allowance for doubtful  accounts of $93,000
    and  $194,000 at March 31, 1997 and September 30, 1997, respectively                                    10,719           12,220
   Inventories                                                                                              11,340           20,544
   Prepaid expenses and other current assets                                                                 2,526            3,138
                                                                                                         ---------        ---------
       Total Current assets                                                                                 26,724           36,427
Property and equipment, net                                                                                 25,402           25,580
Costs in excess of net assets acquired, net                                                                 72,021           70,314
Intangible and other assets, net                                                                             8,675            8,276
                                                                                                         ---------        ---------
     Total                                                                                               $ 132,822        $ 140,597 
                                                                                                         =========        ========= 


                                          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current Liabilities:
    Current portion of long-term liabilities                                                             $   1,991        $   2,233
    Accounts payable                                                                                         4,964            8,413
    Accrued expenses and other current liabilities                                                           5,067            5,556
                                                                                                         ---------        ---------
Total current liabilities                                                                                   12,022           16,202
                                                                                                         ---------        ---------
Long term liabilities                                                                                      137,864          142,794
                                                                                                         ---------        ---------
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 at March 31, 1997 and 3,105 at September 30,
    1997                                                                                                       805              655
    Stockholders' notes receivable                                                                            (337)            (234)
    Retained  earnings (deficit)                                                                           (25,251)         (26,539)
                                                                                                         ---------        ---------
       Total stockholders' equity (deficiency)                                                             (19,383)         (20,718)
                                                                                                         ---------        ---------
         Total                                                                                           $ 132,822        $ 140,597
                                                                                                         =========        =========

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

</TABLE>

                                                         1

<PAGE>


<TABLE>
                                                  CFP GROUP, INC. AND SUBSIDIARIES
                                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                                             (unaudited)

<CAPTION>
                                                                       Three Months Ended                    Six Months Ended
                                                                 ---------------------------            ---------------------------
                                                                September 30,     September 30,      September 30,     September 30,
                                                                   1996               1997               1996                1997
                                                                 --------           --------            --------           --------
                                                                        (in thousands)
<S>                                                              <C>                <C>                 <C>                <C>     
Sales                                                            $ 19,954           $ 46,593            $ 35,661           $ 91,348
Cost of Sales                                                      17,132             38,505              30,052             75,788
                                                                 --------           --------            --------           --------
   Gross Profit                                                     2,822              8,088               5,609             15,560
Selling, general and administrative
   expenses                                                         1,254              4,160               2,569              8,286
                                                                 --------           --------            --------           --------
   Income from operations                                           1,568              3,928               3,040              7,274
Interest expense                                                      881              4,412               1,720              8,562
                                                                 --------           --------            --------           --------
   Income (loss) before income taxes                                  687               (484)              1,320             (1,288)
Provision for income taxes                                            132               --                   253               --
                                                                 --------           --------            --------           --------
Net income (loss)                                                $    555           $   (484)           $  1,067           $ (1,288)
                                                                 ========           ========            ========           ========

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

                                                                  2

<PAGE>


<TABLE>
                                                  CFP GROUP, INC. AND SUBSIDIARIES
                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                             (unaudited)

<CAPTION>
                                                                                     Three Months Ended          Six Months Ended
                                                                                    ---------------------     ---------------------
                                                                                   Sept. 30,    Sept. 30,     Sept. 30,    Sept 30,
                                                                                     1996          1997         1996         1997
                                                                                    --------     --------     --------     --------
                                                                                        (in thousands)           (in thousands)
<S>                                                                                 <C>              <C>      <C>            <C>    
Cash flows from operating activities:
Net income (loss)                                                                   $    555         (484)    $  1,067       (1,288)
Adjustments to reconcile  net income (loss)
  to net  cash  provided  by (used in) operating activities:
  Depreciation and amortization                                                          537        1,634        1,054        3,273
  Amortization of deferred financing costs and original issue discount                   156          310          314          618
  Deferred income taxes                                                                  101         --             64         --
  Loss on sale of equipment                                                             --             15         --             15
  Changes in assets and liabilities:
    Accounts receivable                                                                 (963)      (1,462)        (976)      (1,501)
    Inventories                                                                        2,148       (6,291)        (294)      (9,204)
    Prepaid expenses and other current liabilities                                        32       (1,029)        (103)        (610)
    Income taxes receivables/payable                                                     343         --            501         --
    Accounts payable                                                                      57        1,528         (279)       3,448
    Accrued expenses and other current liabilities                                      (253)      (3,223)        (111)         488
                                                                                    --------     --------     --------     --------
       Net cash provided by (used in ) operating activities                            2,713       (9,002)       1,237       (4,761)
                                                                                    --------     --------     --------     --------
Cash flows from investing activities:
  Acquisition of property and equipment                                                 (417)      (1,991)        (964)      (2,604)
  Proceeds from sale of property and equipment                                          --          1,137         --          1,137
  Other assets                                                                         1,270         (258)       1,074         (503)
                                                                                    --------     --------     --------     --------
       Net cash used in investing activities                                             853       (1,112)         110       (1,970)
                                                                                    --------     --------     --------     --------
Cash flows from financing activities:
  Borrowings under revolving loan facility                                             1,300       10,500        4,425       10,500
  Repayment of revolving loan facilities                                              (3,500)      (5,000)      (4,375)      (5,500)
  Proceeds from issuance of long-term debt                                              --            992         --            992
  Repayment of long-term debt and capitalized lease obligations                         (874)        (676)      (1,751)        (820)
  Deferred financing costs                                                              --             (6)        --             (8)
  Proceeds from sale of common stock                                                    --             15         --             15
  Collection of shareholder notes receivable                                            --              1         --              1
  Purchase of common stock                                                              --            (63)        --            (63)
                                                                                    --------     --------     --------     --------
       Net cash (used in) provided by financing activities                            (3,074)       5,763       (1,701)       5,117
                                                                                    --------     --------     --------     --------
Net increase (decrease) in cash                                                          492       (4,351)        (354)      (1,614)
Cash, beginning of period                                                                  1        4,876          847        2,139
                                                                                    --------     --------     --------     --------
Cash, end of period                                                                 $    493     $    525     $    493     $    525
                                                                                    ========     ========     ========     ========

Supplemental disclosures of cash flow information:
  Cash paid (received) during the period for:
    Interest                                                                        $    699        6,760        1,350        7,372
    Income taxes                                                                        --             41         --             41


<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
September  30,  1997  and  1996  were  13  week  periods.   For   simplicity  of
presentation,  the Company has described the interim periods herein as ending on
September 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

         In  connection  with the  Acquisition,  CFP  Holdings  completed a 144A
private placement (the

                                        4

<PAGE>


"Offering") of $115.0 million of 115/8 % Senior  Guaranteed  Notes due 2004 (the
"Old Notes").  On July 7, 1997,  CFP Holdings  initiated an exchange  offer (the
"Exchange Offer") whereby all of the Old Notes were  subsequently  exchanged for
115/8% 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 115/8% 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,
effective July 15, 1997.

         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 September 30, 1997.

                                        5

<PAGE>


NOTE 5: INVENTORIES

         Inventories consisted of the following:


                            March 31,  September 30,
                             -------     -------
                              1997         1997
                             -------     -------
Raw materials                $ 4,498     $ 6,182
Work-in-process                2,157       6,633
Finished goods                 4,685       7,729
                             -------     -------
     Total                   $11,340     $20,544
                             =======     =======


<TABLE>
NOTE 6: LONG-TERM OBLIGATIONS

<CAPTION>
                                                                                                        March 31,      September 30,
                                                                                                        ---------         ---------
                                                                                                          1997              1997
                                                                                                        ---------         ---------
<S>                                                                                                     <C>               <C>      
Long-term obligations consisted of the following:
Senior notes payable, interest at 115/8% payable semiannually,                                          $ 115,000         $ 115,000
     principal due January 2004                               
Term note payable to a bank, interest at a reference rate (8.5% at September 30,                           10,000             9,667
     1997) plus 2% or  Eurodollar  rate  (5.9% at  September  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,  interest  at a  reference  rate  (8.5%  at                              500             5,500
     September  30, 1997) plus 1.25% or  Eurodollar  rate (5.9% at September 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 government financing authority, interest at a                                4,300             4,300
         reference  rate (5.9% at September  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  agency,  interest  at  2%, payable with                              2,154             2,055
         principal  monthly  through  April  2012,  collateralized  in a  second
         position on the Company's Philadelphia facility
     Note payable  to a  government  agency,  interest  at 0.5%  payable  monthly                           1,000             1,000
         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  agency,  interest at 5.25%  payable  monthly                              747               731
         with principal through February 2012,  collateralized in a shared third
         position on the company's Philadelphia facility
Capital lease obligations payable in varying monthly  installments through 2019,                            6,154             6,774
     collateralized  by  buildings  and  equipment  with  a net  book  value  of
     $6,042,000 and $6,819,161,  at March 31, 1997,  and  September  30, 1997
     respectively
                                                                                                        ---------         ---------
Total                                                                                                     139,855           145,027
Less current portion                                                                                       (1,991)           (2,233)
                                                                                                        ---------         ---------
Long-term debt                                                                                          $ 137,864         $ 142,794
                                                                                                        =========         =========
</TABLE>

                                                                 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  September 30, 1997 compared to three months ended  September
30, 1996.

         Net Sales.  Net sales  increased  to $46.6  million for the three month
period  ended  September  30,  1997 from  $20.0  million  for the  period  ended
September 30, 1996.  Approximately  $21.4 million of this $26.6 million increase
was due to the inclusion of Quality Foods' sales  subsequent to the Acquisition.
Sales of Custom  Foods'  value-added  products  increased  $4.2 million over the
three months ended  September  30,  1996,  principally  as a result of increased
sales to new and existing customers. Further, net sales to Arby's increased $1.0
million  during  this period as a result of formula  pricing  during a period of
rising meat costs.  Total  pounds sold by the company  increased to 27.4 million
pounds for the three months ended  September  30, 1997 from 15.6 million  pounds
for the three months ended September 30, 1996.  Pounds sold increased  primarily
due to the Quality  Foods'  results being  included and the  increased  sales of
Custom Foods' value-added  products.  Pounds sold to Arby's decreased during the
period  due to a  decrease  in demand  from,  Arby's,  partially  as a result of
promotional  activities.  The net sales price  increased to $1.70 per pound from
$1.28 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 $8.1 million for the three
months  ended  September  30, 1997 from $2.8  million for the three months ended
September 30, 1996. Approximately $4.3 million of this $5.3 million increase was
due to the inclusion of Quality  Foods' results  subsequent to the  Acquisition,
with the  remainder  of the  increase  being  due to Custom  Foods'  value-added
products.  The  gross  margin  increased  to 17.4% for the  three  months  ended
September 30, 1997 from 14.1% for the three months ended September 30, 1996. The
increase in gross margin as a percent of sales was  primarily due to the Quality
Foods' results being included.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses  increased  to $4.2  million for the three months ended
September  30, 1997 from $1.3 million for the three months ended  September  30,
1996.  Approximately  $2.0 million of this $2.9 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 $3.9
million for the three months ended  September 30, 1997 from $1.6 million for the
three months ended September 30, 1996. The

                                        7

<PAGE>


increase of $2.3 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 $4.4 million for the
three months ended  September 30, 1997 compared to $881,000 for the three months
ended   September  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  September  30, 1997 from $132,000 for the three
months ended  September 30, 1996. For the three months ended September 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 its' net operating
loss carryforwards.

         Net Loss.  A net loss of $484,000  was  incurred  for the three  months
ended  September  30, 1997 versus a net income of $555,000  for the three months
ended September 30, 1996 due to the net impact of the foregoing items.

Six months ended  September 30, 1997 compared to six months ended  September 30,
1996.

         Net  Sales.  Net sales  increased  to $91.4  million  for the six month
period  ended  September  30, 1997 from $35.7  million for the six month  period
ended  September  30, 1996.  Approximately  $42.7  million of this $55.7 million
increase was due to the  inclusion of Quality  Foods'  sales  subsequent  to the
Acquisition.  Sales of Custom Foods' value-added products increased $7.2 million
over the six  months  ended  September  30,  1996,  principally  as a result  of
increased  sales to new and  existing  customers.  Further,  net sales to Arby's
increased  $5.8 million  during this period as a result of increases in sales to
several Eastern U.S. markets pursuant to the new three-year  contract,  and also
as a result of formula  based  pricing in a period of rising meat  costs.  Total
pounds sold by the company  increased to 53.4 million  pounds for the six months
ended  September  30,  1997 from 27.7  million  pounds for the six months  ended
September 30, 1996.  Pounds sold  increased  primarily due to the Quality Foods'
results  being  included and the increased  sales of Custom  Foods'  value-added
products.  The net sales price increased to $1.71 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 $15.6  million for the six
months  ended  September  30, 1997 from $5.6  million  for the six months  ended
September 30, 1996.  Approximately  $8.0 million of this $10.0 million  increase
was  due  to  the  inclusion  of  Quality  Foods'  results   subsequent  to  the
Acquisition,  with the  remainder  of the  increase  being due to Custom  Foods'
value-added  products.  The gross  margin  increased to 17.0% for the six months
ended September 30, 1997 from 15.7% for the six months ended September 30, 1996.
The  increase  in gross  margin as a percent of sales was  primarily  due to the
Quality Foods' results being included.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses  increased  to $8.3  million  for the six months  ended
September  30, 1997 from $2.6  million for the six months  ended  September  30,
1996.  Approximately  $3.8 million of this $5.7 million  increase was due to the
inclusion of Quality Foods' results subsequent to the Acquisition.  In addition,
$1.6 million of the

                                        8

<PAGE>


increase is attributable to amortization of goodwill related to the Acquisition.

         Income  from  Operations.  Income  from  operations  increased  to $7.3
million for the six months  ended  September  30, 1997 from $3.1 million for the
six months ended September 30, 1996. The increase of $4.2 million is exclusively
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 $8.6 million for the
six months ended  September 30, 1997 compared to $1.7 million for the six months
ended   September  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 six months  ended  September  30,  1997 from  $253,000  for the six
months ended  September 30, 1996.  For the six months ended  September 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 its' net operating
loss carryforwards.

         Net Loss.  A net loss of $1.3  million was  incurred for the six months
ended  September 30, 1997 versus a net income of $1.1 million for the six months
ended September 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 $145.0 million at September 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
which  commenced  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 $5.5 million  outstanding at September 30,
1997. Approximately $5.6 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 September 30,
1997  approximately  $9.0 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.

                                        9

<PAGE>


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  ("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.

                                       10

<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
              September   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
-----------                                 -----------
  27                                        Financial Data Schedule


                                       11

<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
                                                 -------------------------------
November  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
-----------                                 -----------
  27                                        Financial Data Schedule