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, 1998

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

                         for the transition period from
                         _____________ To _____________

   Commission File Numbers 333-23893; 333-23893-01; 333-23893-02; 333-23893-03
                     --------------------------------------
<TABLE>
<CAPTION>
                               CFP HOLDINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)
<S>                                <C>                           <C>
           Delaware                            2013                    95-4413619
(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 Industrial     (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)
</TABLE>
                      ------------------------------------
                             1117 West Olympic Blvd.
                              Montebello, CA 90640
    (Address, Including Zip Code of Registrant's Principal Executive Offices)

                                  800-423-3903
              (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, 1998
                 -----                           -------------------------------
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                                                     3,059 


<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, 1998 and September 30, 1998

                  Consolidated Statements of Operations -                     2
                    Three months and six months ended September 30,
                    1998 & 1997
                    
                  Consolidated Statements of Cash Flows -                     3
                    Three months and six months ended September 30,
                    1998 and 1997

                  Notes to Consolidated Financial Statements                  4

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

Part II Other Information

              Item 6. Exhibits and Reports on Form 8-K                        11

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,
                                                                                       1998             1998
                                                                                 ---------------- -----------------
                                                                                           (in thousands)
<S>                                                                              <C>              <C>
Current assets:
   Cash and cash equivalents                                                     $          1,344 $           2,647
   Accounts receivable, net of allowance for doubtful accounts of $115,000
     and $188,000 at March 31, 1998 and September 30, 1998, respectively                   12,007            10,577
   Inventories                                                                             15,718            18,535
   Prepaid expenses and other current assets                                                  890             1,115
                                                                                 ---------------- -----------------
     Total current assets                                                                  29,959            32,874
Property and equipment, net                                                                27,004            28,427
Costs in excess of net assets acquired, net                                                68,608            66,902
Intangible and other assets, net                                                            7,508             7,198
                                                                                 ---------------- -----------------
     Total                                                                       $        133,079 $         135,401
                                                                                 ================ =================

                                     LIABILITIES AND STOCKHOLDERS' DEFICIENCY


Current liabilities:
   Current portion of long-term debt                                             $          2,232 $              734
   Accounts payable                                                                         6,816              7,575
   Accrued expenses and other current liabilities                                           5,404              5,359
                                                                                 ---------------- ------------------
Total current liabilities                                                                  14,452             13,668
                                                                                 ---------------- ------------------
Long term debt                                                                            141,267            146,828
                                                                                 ---------------- ------------------
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 (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, 3,059 shares (inclusive of 2,162 shares classified as redeemable                                      
   common stock) issued and outstanding                                                       623                623
   Stockholders' notes receivable                                                            (203)              (203)
   Accumulated deficit                                                                    (30,779)           (33,234)
                                                                                 ---------------- ------------------
   Total stockholders' deficiency                                                         (24,959)           (27,414)
                                                                                 ---------------- ------------------
     Total                                                                       $        133,079 $          135,401
                                                                                 ================ ==================
<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,
                                                          1997             1998              1997            1998
                                                          ----             ----              ----            ----
                                                              (in thousands)
<S>                                                  <C>              <C>               <C>             <C>           
Sales                                                $       46,593   $        45,070   $       91,348  $       89,346
Cost of Sales                                                38,505            35,962           75,788          72,065
                                                     --------------   ---------------   --------------  --------------
Gross Profit                                                  8,088             9,108           15,560          17,281
Selling, general and administrative expenses                  4,160             4,834            8,286           9,550
Terminated transaction related costs                                                                               256
                                                     --------------   ---------------   --------------  --------------
Income from operations                                        3,928             4,274            7,274           7,475
Interest expense                                              4,412             4,353            8,562           8,696
                                                     --------------   ---------------   --------------  --------------
Loss before income taxes and extraordinary item                (484)              (79)          (1,288)         (1,221)
Provision for income taxes                                                        181                              231
                                                     --------------   ---------------   --------------  --------------
Net loss before extraordinary item                             (484)             (260)          (1,288)         (1,452)
Extraordinary loss on early extinguishment of debt                                                               1,003
                                                     --------------   ---------------   --------------  --------------
Net loss                                             $         (484)   $         (260)   $      (1,288)  $      (2,455)
                                                     ==============   ===============   ==============  ==============
<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,
                                                                         1997         1998         1997         1998
                                                                         ----         ----         ----         ----
<S>                                                                   <C>          <C>          <C>          <C>
Cash flows from operating activities:
  Net loss                                                            $     (484)  $     (260)  $   (1,288)  $   (2,455)
  Adjustments to reconcile net loss to net cash provided 
    by operating activities:
    Depreciation and amortization                                          1,634        1,622        3,273        3,206
    Amortization of deferred financing costs and original
    issue discount                                                           310          298          618          598
    Deferred Income Taxes                                                     15                        15
    Extraordinary loss on early extinguishment of debt                                                            1,003
    Changes in assets and liabilities:
      Accounts receivable                                                 (1,462)         528       (1,501)       1,431
      Inventories                                                         (6,291)      (1,583)      (9,204)      (2,737)
      Prepaid expenses and other current liabilities                      (1,029)         148         (610)        (108)
      Income taxes receivable/payable                                                      38                        88
      Accounts payable                                                     1,528        1,160        3,448          759
      Accrued expenses and other current liabilities                      (3,223)      (2,914)         488         (132)
                                                                      ----------   ----------   ----------   ----------
        Net cash (used in) provided by operating activities               (9,002)        (963)      (4,761)       1,653
                                                                      ----------   ----------   ----------   -----------
Cash flows from investing activities:
  Acquisition of property and equipment                                   (1,991)      (1,858)      (2,604)      (3,003)
  Proceeds from sale of equipment                                          1,137                     1,137
  Other assets                                                              (258)        (776)        (503)        (819)
                                                                      ----------   ----------   ----------   ----------
    Net cash used in investing activities                                 (1,112)      (2,634)      (1,970)      (3,822)
                                                                      ----------   ----------   ----------   ----------
Cash flows from financing activities:
  Borrowings under revolving loan facility                                10,500        7,654       10,500        8,773
  Repayment of revolving loan facilities                                  (5,000)      (2,500)      (5,500)      (4,500)
  Proceeds from issuance of long term-debt                                   992                       992       14,127
  Repayment of long-term debt and capitalized lease obligations             (676)        (161)        (820)     (14,338)
  Deferred financing costs                                                    (6)         (81)          (8)        (590)
  Proceeds from sale of common stock                                          15                        15
  Collection of shareholder notes receivable                                   1                         1
  Purchase of common stock                                                   (63)                      (63)
                                                                      ----------   ----------   ----------   ----------
    Net cash provided by financing activities                              5,763        4,912        5,117        3,472
                                                                      ----------   ----------   ----------   ----------
Net (decrease) increase in cash                                           (4,351)       1,315       (1,614)       1,303
Cash, beginning of period                                                  4,876        1,332        2,139        1,344
                                                                      ----------   ----------   ----------   ----------
Cash, end of period                                                   $      525   $    2,647   $      525   $    2,647
                                                                      ==========   ==========   ==========   ==========

Supplemental  disclosures of cash flow information:
  Cash paid during the period for:
    Interest                                                          $    6,760   $    7,064   $    7,372   $    7,964
    Income taxes                                                      $       41   $      131   $       41   $      131
<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  QF  Acquisition  Corp.   ("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, 1998.

     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  September  30, 1998 and 1997 were 13 weeks in  duration.  The
Company's six month periods ended on the Saturday nearest September 30, 1998 and
1997 were 26 weeks in duration. For simplicity of presentation,  the Company has
described the interim  periods and year end period herein as ending on September
30 and March 31 respectively.

NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS

     In June 1997, the Financial  Accounting  Standards  Board issued  Financial
Accounting  Standard No. 131,  "Disclosure  about  Segments of an Enterprise and
Related   Information"  ("SFAS  131"),  which  requires  disclosure  of  certain
information  about  operating  segments,  geographic  areas in which the Company
operates,  major customers, and products and services. The Company will evaluate
the effect  that this new  standard  has on the  Company's  financial  statement
presentation,  and the required  information  will be reflected in the financial
statements for the year ended March 31, 1999.

NOTE 3: LOAN AND SECURITY AGREEMENT

     On May 5, 1998, the Company  entered into a $40.0 million loan and security
agreement  (the "Loan and  Security  Agreement")  with a  financial  institution
providing  for  revolving  credit  loans  (the  "Revolver")  and  term  loan and
equipment  loan options.  Maximum  borrowings  under the Revolver  cannot exceed
$40.0  million,  subject to a  borrowing  base and other  limitations  including
amounts outstanding under the term loans,  letters of credit and other borrowing
instruments under the Loan and Security Agreement. Borrowings under the Loan and
Security


                                        4

<PAGE>

Agreement  bear  interest at varying  rates as  disclosed in Note 5. All amounts
outstanding under the Loan and Security  Agreement become due and payable in May
2002.

     Loans under the Loan and Security  Agreement  are secured by  substantially
all of the  Company's  assets,  including  a pledge of all the stock of  Quality
Foods and Custom Foods,  are  guaranteed by the  Company's  subsidiaries,  which
guarantees  are  secured by  substantially  all of the  assets of the  Company's
subsidiaries,  and are  further  secured  by a  pledge  of all the  stock of CFP
Holdings,  Inc.  The Loan  and  Security  Agreement  and the  indenture  contain
numerous restrictive covenants,  which limit the discretion of the management of
the Company with respect to certain  business  matters.  These  covenants  place
significant  restrictions on, among other things,  the ability of the Company to
incur additional  indebtedness,  to create liens or other  encumbrances,  to pay
dividends  or make  other  restricted  payments,  to make  investments,  to make
capital expenditures, loans and guarantees and to sell or otherwise dispose of a
substantial portion of assets to, or merge or consolidate with, another entity.


                                        5

<PAGE>

NOTE 4: INVENTORIES
     Inventories consisted of the following:

                                           March 31,           September 30,
                                                                30,00000000
                                              1998                  1998
                                       ------------------    ------------------
Raw materials                          $            5,655    $            5,505
Work-in-process                                     3,470                 6,095
Finished goods                                      6,593                 6,935
                                       ------------------    ------------------
Total                                  $           15,718    $           18,535
                                       ==================    ==================
<TABLE>
NOTE 5: LONG-TERM OBLIGATIONS
<CAPTION>
                                                                                      March 31,         Sept 30,
                                                                                         1998             1998
                                                                                    --------------   --------------
<S>                                                                                 <C>              <C>
Long-term obligations consisted of the following:
Senior notes payable, interest at 115/8% payable semiannually, principal due                                
   January 2004.                                                                    $      115,000   $      115,000

Term note payable to a bank, interest at a reference rate (8.5% at March 31, 1998)                                  
   plus 2% or Eurodollar rate (5.7% at March 31, 1998) plus 3% payable                                              
   semiannually, principal payable quarterly at $1.0 million increasing to $2.2                                     
   million with the remaining balance due in June 2002.                                      9,000                  

Term note payable to a financial institution, interest at a reference rate (8.25% at                                
   September 30, 1998) or Eurodollar rate (5.8% at September 30, 1998) plus                                         
   2.25%, entire principal balance due in May 2002.                                                          10,000

Revolving loan payable to a bank, interest at a reference rate (8.5% at March 31,                                   
   1998) plus 1.25% or Eurodollar rate (5.7% at March 31, 1998) plus 2.5% payable                                   
   quarterly, expires June 2002.                                                             5,000                  

Revolving loan payable to a financial institution, interest at a reference rate (8.25%
   at September 30, 1998) or Eurodollar rate (5.8% at September 30, 1998) plus                                      
   2.25% , expires May 2002.                                                                                   8,400

Debt assumed in connection with the acquisition of Quality Foods:

   Revenue bond payable to a government financing authority, interest at a                                          
      reference rate (5.8% at September 30, 1998) not to exceed 18% payable                                         
      monthly, principal payable annually at $100,000 increasing to $400,000                                        
      through December 2014.                                                                 4,200            4,200

   Notes Payable to a government agency, interest at 2%, payable with principal                                     
      monthly through April 2012, collateralized in a second position on the                                        
      Company's Philadelphia facility.                                                       1,955            1,854

   Note payable to a government agency, interest at 0.5% payable monthly
      beginning April 1999 through October 2005, principal and interest payable in
      equal monthly installments from November 2005 through April 2010,
      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 February 2012, collateralized in a shared third position on the
      Company's Philadelphia facility.                                                         710              696

Capital lease obligations payable in varying monthly installments through 2021,
   collateralized by buildings and equipment with a net book value of $6,317,000
   and $6,052,000, at March 31, 1998, and September 30, 1998 respectively.                   6,634            6,412
                                                                                    --------------   --------------
Total                                                                                      143,499          147,562
Less current portion                                                                        (2,232)            (734)
                                                                                    --------------   --------------
Long-term debt                                                                      $      141,267   $      146,828
                                                                                    ==============   ==============
</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, 1998 compared to three months ended  September
30, 1997.

         Net Sales.  Net sales  decreased by 3% to $45.1 million for the quarter
ended  September 30, 1998 from $46.6 million for the quarter ended September 30,
1997.  Total pounds sold by the company  decreased by 4% to 26.2 million  pounds
for the  quarter  ended  September  30,  1998 from 27.4  million  pounds for the
quarter ended September 30, 1997. The small quarterly  decrease in net sales was
caused primarily by: 1) A decrease in non- value-added  product sales due to the
Company's  strategic decision to stop selling certain low margin products and 2)
A slight decrease in value-added  product sales as sales to one of the Company's
largest customers, which have stabilized at a volume level that is comparable to
that of the two previous quarters,  were substantially  offset by sales to other
value-added product customers.  The net sales price increased to $1.72 per pound
from $1.70 per pound primarily as a result of sales mix variations.

         Gross  Profit.  Gross profit  increased to $9.1 million for the quarter
ended  September 30, 1998 from $8.1 million for the quarter ended  September 30,
1997. This $1.0 million increase was primarily due to efficiencies in operations
as well as favorable raw material  prices.  The gross margin  increased to 20.2%
for the  quarter  ended  September  30,  1998 from 17.4% for the  quarter  ended
September 30, 1997 for the same reasons.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses  increased  to  $4.8  million  for  the  quarter  ended
September 30, 1998 from $4.2 million for the quarter  ended  September 30, 1997,
primarily due to strategic staffing additions.

         Income from Operations. As a result of the foregoing items, income from
operations  increased to $4.3 million for the quarter  ended  September 30, 1998
from $3.9 million for the quarter ended September 30, 1997.

         Interest  Expense.  Interest  expense was flat at $4.4  million for the
quarter ended  September  30, 1998 when compared to the quarter ended  September
30, 1997.

         Provision for Income Taxes. The provision for income taxes increased to
$181,000  for the  quarter  ended

                                       7
<PAGE>

September  30, 1998 from zero for the  quarter  ended  September  30,  1997,  to
provide for various state income taxes. For the quarter ended September 30, 1998
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 carry forward.

         Net Loss. A net loss of $260,000  was  incurred  for the quarter  ended
September 30, 1998 versus a net loss of $484,000 for the quarter ended September
30, 1997 due to the net impact of the foregoing items.

Six months ended  September 30, 1998 compared to six months ended  September 30,
1997.

         Net Sales.  Net sales  decreased by 2% to $89.3  million for the period
ended  September 30, 1998 from $91.3 million for the period ended  September 30,
1997.  Total pounds sold by the company  decreased by 3% to 51.8 million  pounds
for the period ended  September 30, 1998 from 53.4 million pounds for the period
ended September 30, 1997. The small decrease in net sales was primarily due to a
decrease  in  non-value-added  product  sales  due  to the  Company's  strategic
decision  to stop  selling  certain  low margin  products.  The net sales  price
increased to $1.73 per pound from $1.71 per pound primarily as a result of sales
mix variations.

         Gross  Profit.  Gross profit  increased to $17.3 million for the period
ended  September 30, 1998 from $15.6 million for the period ended  September 30,
1997. This $1.7 million increase was primarily due to efficiencies in operations
as well as favorable raw material  prices.  The gross margin  increased to 19.3%
for the  period  ended  September  30,  1998 from  17.0% for the  quarter  ended
September 30, 1997 for the same reasons.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative expenses increased to $9.6 million for the period ended September
30, 1998 from $8.3 million for the period ended  September  30, 1997,  primarily
due to strategic staffing additions.

         Terminated Transaction Related Costs. In the period ended September 30,
1998, the Company  expensed  $256,000 in  transaction  costs  associated  with a
potential acquisition which has been terminated.

         Income from Operations. As a result of the foregoing items, income from
operations  increased to $7.5 million for the period  ended  September  30, 1998
from $7.3 million for the period ended September 30, 1997.

         Interest Expense.  Interest expense was up slightly at $8.7 million for
the period ended September 30, 1998 when compared to $8.6 million for the period
ended September 30, 1997.

         Provision for Income Taxes. The provision for income taxes increased to

                                       8
<PAGE>

$231,000 for the period ended  September 30, 1998 from zero for the period ended
September 30, 1997,  to provide for various  state income taxes.  For the period
ended  September 30, 1998 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 carry forward.


         Extraordinary Loss. The Company used proceeds from new borrowings under
the 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  one million dollars was recorded.
This amount principally consisted of unamortized deferred financing costs.

         Net Loss.  A net loss of $2.5 million was incurred for the period ended
September  30,  1998  versus a net loss of $1.3  million  for the  period  ended
September 30, 1997 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 has selected a new Year 2000 compliant
Enterprise Wide System and currently expects to have this new system implemented
by the end of calendar  1999.  Further,  the Company is  currently  engaged in a
review of its computer systems and  applications,  including  packaged  software
used by the Company,  that will not be addressed by the new system.  The Company
expects to make any  modifications  required  to resolve  year 2000  issues in a
timely  manner and leave  adequate  time to assess and correct  any  significant
issues that may materialize.  These modifications  include a plan to upgrade our
current  enterprise systems to be Year 2000 compliant by March 1999. The Company
has also 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 will be 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 

                                       9
<PAGE>

adverse  effect  on the  Company.  The  Company  is taking  steps to reduce  the
likelihood  that such failures  could affect the Company's  systems  through any
electronic communications.

         Costs to Address the Year 2000 Issue:  The Company does not expect that
the review and modifications described above, excluding the cost of implementing
the new system,  will require  material  expenditures.  The new system purchase,
installation and training is projected to cost approximately $900,000.

         Risks  Presented  by the Year 2000  Issue:  If the Company is unable to
successfully  implement  the upgrades to its existing  systems  sufficiently  in
advance  of the year  2000 or if any  other  system  modifications  required  to
address the Company's year 2000 issues are not made, or are not timely, the year
2000 issues could have a material adverse impact on the operations and financial
results and  conditions  of the Company.  In addition,  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  adverse effect on the Company's  financial  condition and results of
operations.

         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.

Liquidity and Financial Resources

         The Company's  total  consolidated  indebtedness  was $147.6 million at
September  30,  1998.  Interest  payments  on  the  11  5/8%  Senior  Notes  and
anticipated  interest  and  principal  payments  under  the  Loan  and  Security
Agreement represent  significant  obligations of the Company. The 11 5/8% 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  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.   At  September  30,  1998
approximately $6.8 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.

                                       10
<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 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.

                                       11

<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,  1998.  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
-----------                           -----------
10.1                                  Consulting Agreement dated June 30, 1998
                                      between CFP Holdings, Inc. and  Robert D.
                                      Gioia

10.2                                  CFP Group, Inc. 1998 Stock Option Plan
                                      dated July 15, 1998

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.
                                                            QF Acquisition Corp.


                                                        /s/ Eric W. Ek
                                                 ------------------------------
November 5, 1998                                 Eric W. Ek
                                                 Senior Vice President,
                                                    Chief Financial Officer and
                                                    Secretary of CFP Group, Inc.
                                                    And CFP Holdings, Inc. and
                                                    its subsidiaries