SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         For the quarterly period ended
                                  June 30, 2000

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

                         for the transition period from
                              ________ to ________

   Commission File Numbers 333-23893; 333-23893-01; 333-23893-02; 333-23893-03
                            -------------------------
                               CFP HOLDINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                              95-4413619
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation  or Organization)                           Identification Number)
                                      2013
                           (Primary Standard Industrial
                            Classification Code Number)

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

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

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

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

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

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

         Class                                      Outstanding at June 30, 2000
         -----                                      ----------------------------
Voting Common Stock - Class A, $.01 par value                  14,705
Non-voting common Stock - Class A, $.01 par value               9,859
Non-voting common Stock - Class B $.01 par value                3,886
<PAGE>

                        CFP Group, Inc. and Subsidiaries


                                    FORM 10-Q


                                      INDEX


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


              Consolidated Balance Sheets -                                   3
                  March 31, 2000 and June 30, 2000


              Consolidated Statements of Operations -                         4
                  Three months ended June 30, 2000 and 1999


              Consolidated Statements of Cash Flows -                         5
                  Three months ended June 30, 2000 and 1999


              Notes to Consolidated Financial Statements                      6


     Item 2.  Management's Discussion and Analysis of                         9
                  Financial Condition and Results of Operations


     Item 3.  Quantitative and Qualitative Disclosures about market risk     10


Part II .  Other Information


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


Signatures                                                                   12


Exhibit Index



                                       2
<PAGE>


Part I     Financial Information
           Item 1.   Financial Statements

<TABLE>
                                            CFP GROUP, INC. AND SUBSIDIARIES
                                               CONSOLIDATED BALANCE SHEETS
                                            (In Thousand, Except Share Data)
                                                       (UNAUDITED)
                                                         ASSETS

<CAPTION>
                                                                                                       March 31,            June 30,
                                                                                                          2000                2000
                                                                                                   ---------------------------------
<S>                                                                                                  <C>                 <C>
Current assets:
        Cash and cash equivalents                                                                    $      606          $      713
        Accounts receivable, net of allowance for doubtful accounts of $782,000
            and $1,091,000 at March 31, 2000 and June 30, 2000, respectively                             23,578              21,522
        Inventories                                                                                      23,897              31,123
        Prepaid expenses and other current assets                                                           412                 824
                                                                                                   ---------------------------------
            Total current assets                                                                         48,493              54,182
        Property and equipment, net                                                                      33,465              33,397
        Costs in excess of net assets acquired, net                                                      62,022              61,165
        Intangible and other assets, net                                                                  4,172               3,880
                                                                                                   ---------------------------------
            Total                                                                                    $  148,152          $  152,624
                                                                                                   =================================


                                        LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
        Current portion of long-term debt                                                            $    1,043          $      777
        Accounts payable                                                                                 11,923              11,467
        Accrued expenses and other current liabilities                                                    5,291               8,529
                                                                                                   ---------------------------------
Total current liabilities                                                                                18,257              20,773
                                                                                                   ---------------------------------
Long term debt                                                                                          156,890             160,648
                                                                                                   ---------------------------------
Commitments and contingencies
Redeemable common stock                                                                                   1,839               1,839
                                                                                                   ---------------------------------
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,                         3,196               3,196
            14,705 shares issued and outstanding
        Nonvoting common stock - Class A, $.01 par value; 25,000 shares authorized,                       2,330               2,280
            9,959 and 9,859 (inclusive of 1,350 shares classified as redeemable
            common stock) shares issued and outstanding at March 31, 2000 and June
            30, 2000, respectively
        Nonvoting common stock - Class B, $.01 par value; 25,000 shares authorized,                         912                 918
            3,865 and 3,886 shares (inclusive of 2,162 shares classified as
            redeemable common stock) shares issued and outstanding at March 31, 2000
            and June 30, 2000, respectively
        Stockholders' notes receivable                                                                     (637)               (635)
        Accumulated deficit                                                                             (34,635)            (36,395)
                                                                                                   ---------------------------------
        Total stockholders' deficiency                                                                  (28,834)            (30,636)
                                                                                                   ---------------------------------
            Total                                                                                    $  148,152          $  152,624
                                                                                                   =================================

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

                                                           3
<PAGE>




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

                                                          Three Months Ended
                                                          ------------------
                                                       June 30,         June 30,
                                                         1999             2000
                                                         ----             ----
                                                            (In Thousands)
Sales                                               $   47,473      $    50,375
Cost of Sales                                           38,302           42,774
                                                    ----------------------------
Gross Profit                                             9,171            7,601
Selling, general and administrative expenses             4,595            4,479
                                                    ----------------------------
Income from operations                                   4,576            3,122
Interest expense                                         4,338            4,806
                                                    ----------------------------
Income (loss) before income taxes                          238           (1,684)
Provision for income taxes                                  22               76
                                                    ----------------------------
Net income (loss)                                   $      216       $   (1,760)
                                                    ============================

          See accompanying notes to consolidated financial statements.



                                       4
<PAGE>


<TABLE>


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



<CAPTION>
                                                                                                             Three Months Ended
                                                                                                          June 30,          June 30,
                                                                                                            1999              2000
                                                                                                            ----              ----
<S>                                                                                                   <C>              <C>
Cash flows from operating activities:
   Net income (loss)                                                                                    $     216        $   (1,760)
   Adjustments to reconcile net income (loss) to net cash used in operating
   activities:
   Depreciation and amortization                                                                            1,836             2,130
   Amortization of deferred financing costs and original issue discount                                       288               297
   Changes in assets and liabilities:
     Accounts receivable                                                                                    1,033             2,056
     Inventories                                                                                           (2,103)           (7,226)
     Prepaid expenses and other current assets                                                               (619)             (412)
     Accounts payable                                                                                      (2,091)             (456)
     Accrued expenses and other current liabilities                                                         1,142             3,238
                                                                                                   ---------------------------------
       Net cash used in operating activities                                                                 (298)           (2,133)
                                                                                                   ---------------------------------

Cash flows from investing activities:
   Acquisition of property and equipment                                                                     (403)           (1,205)
   Other assets                                                                                              (721)               (5)
                                                                                                   ---------------------------------
       Net cash used in investing activities                                                               (1,124)           (1,210)
                                                                                                   ---------------------------------

Cash flows from financing activities:
   Borrowings under revolving loan facility                                                                 3,978            54,794
   Repayment of revolving loan facilities                                                                  (2,000)          (53,467)
   Proceeds from equipment loan                                                                                               2,604
   Repayment of long-term debt and capitalized lease obligations                                             (248)             (439)
   Sale of Common Stock                                                                                                           6
   Purchase of Common Stock                                                                                                     (50)
   Collection of shareholder notes receivable                                                                  12                 2
                                                                                                   ---------------------------------
       Net cash provided by financing activities                                                            1,742             3,450
                                                                                                   ---------------------------------
Net increase in cash                                                                                          320               107
Cash, beginning of period                                                                                   1,820               606
                                                                                                   ---------------------------------
Cash, end of period                                                                                    $    2,140        $      713
                                                                                                   =================================
Supplemental  disclosure of cash flow  information:
     Cash paid during the period for:
       Interest                                                                                        $      707        $    1,163
       Income taxes                                                                                    $      344        $       90


                           See  accompanying  notes  to  consolidated  financial statements.

</TABLE>

                                       5
<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, 2000.


         The  Company's  fiscal year is the 52 or 53 week  period  ending on the
Saturday  nearest to March 31. The Company's  first quarter is the thirteen week
period  ending  on  the  Saturday   nearest  to  June  30.  For   simplicity  of
presentation,  the Company has  described the interim  periods-end  and year-end
herein as June 30 and March 31, respectively.


NOTE 2:  NEW ACCOUNTING PRONOUNCEMENTS

          In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting for
Derivative Instruments and Hedging Activities." As amended by SFAS No. 137, SFAS
No. 133 is  effective  for  financial  statements  issued  for all fiscal  years
beginning  after June 15,  2000.  SFAS No. 133 requires  all  derivatives  to be
recorded  on the balance  sheet at fair value.  The Company is in the process of
evaluating  the  effect  that  this  new  standard  will  have on its  financial
statements.

         In December  1999,  the  Securities  and  Exchange  Commission  ("SEC")
released Staff  Accounting  Bulletin ("SAB") No. 101, which provides the staff's
views in applying generally accepted  accounting  principles to selected revenue
recognition  issues. In March 2000, the SEC released SAB No. 101A, which delayed
for one  quarter the  implementation  date of SAB No. 101 for  registrants  with
fiscal years  beginning  between  December 16, 1999 and March 15, 2000.  In June
2000, the SEC released SAB No. 101B,  which delayed the  implementation  date of
SAB No.  101 until no later  than the  fourth  fiscal  quarter  of fiscal  years
beginning  after  December 15, 1999. The Company is evaluating  what impact,  if
any, SAB No. 101 may have on its consolidated financial statements.


                                       6
<PAGE>


NOTE 3:  INVENTORIES

     Inventories consisted of the following:
                                                  March 31,             June 30,
                                                     2000                 2000
                                                          (In Thousands)
                                                --------------------------------
          Raw materials                           $   8,279            $ 10,541
          Work-in-process                             5,602               9,268
          Finished goods                             10,384              11,482
                                                --------------------------------
                Total                                24,265              31,291
          Reserve                                      (368)               (168)
                                                --------------------------------
          Inventories, net                        $  23,897            $ 31,123
                                                ================================

NOTE 4:  LONG-TERM OBLIGATIONS

Long-term obligations consisted of the following:

<TABLE>
<CAPTION>
                                                                                                        March 31,          June 30,
                                                                                                           2000              2000
                                                                                                     -------------------------------
                                                                                                              (In Thousands)
<S>                                                                                                <C>                <C>
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 (9.25% at June 30,
   2000) or Eurodollar rate (6.44% at June 30, 2000) 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 (9.25% at June
   30, 2000) or Eurodollar rate (6.44% at June 30, 2000) plus 2.25%, interest
   payable monthly, expires May 1, 2002                                                                   17,815             19,142
Term note payable to a bank, interest at a reference rate (9.25% at June 30,
   2000) or  Eurodollar  rate  (6.44% at June 30,  2000)  plus  2.25%,  interest
   payable monthly, principal quarterly at $89,285.72, principal payable
   January through February 2006                                                                           2,143              2,054
Revenue bond payable to a government financing authority, interest at a
   reference  rate (6.75% at June 30,  2000) not to exceed 18% payable  monthly,
   principal payable annually at $100,000 increasing to $400,000 through
   December 2014                                                                                           3,952              3,952
   Notes payable to a government agency, interest at 2%, payable monthly
     through April 2012, collateralized in a second position on the Company's
     Philadelphia facility                                                                                 1,433              1,423
   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.                                                                    640                630
   Notes payable to a government agency, interest at 2%, payable with principal
     monthly through April 2001                                                                              104                 86
Capital lease obligations payable in varying monthly installments through 2021,
   collateralized by buildings and equipment.                                                              5,846              8,138
                                                                                                 -----------------------------------
Total                                                                                                    157,933            161,425
Less current portion                                                                                      (1,043)              (777)
                                                                                                 -----------------------------------
Long-term debt                                                                                       $   156,890        $   160,648
                                                                                                 ===================================
</TABLE>


                                       7
<PAGE>


NOTE 5:  SEGMENT INFORMATION

         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 that present  information related to each operating segment
included in internal management reports.

<TABLE>
<CAPTION>
                                                                 Three Months Ended June 30, 2000
                                                                          (In Thousands)

                                                    Custom        Quality       Corporate
                                                     Foods         Foods        and Other      Eliminations        Total
                                                     -----         -----        ---------      ------------        -----
<S>                                               <C>            <C>            <C>            <C>              <C>
Net sales to external customers                   $25,296        $25,079                                         $50,375
Interest expense                                      286            152         $4,368                            4,806
Depreciation and amortization  expense                307          1,752             71                            2,130
Segment income (loss) from operations               2,871            409           (158)                           3,122
Long-lived assets                                  31,211         78,902        108,458         $(120,129)        98,442
Total segments assets                              49,538        114,719        108,496          (120,129)       152,624
Capital expenditures                                  230            975                                           1,205

</TABLE>



<TABLE>
<CAPTION>
                                                                 Three Months Ended June 30, 1999
                                                                          (In Thousands)

                                                    Custom        Quality       Corporate
                                                     Foods         Foods        and Other      Eliminations        Total
                                                     -----         -----        ---------      ------------        -----
<S>                                               <C>            <C>            <C>            <C>               <C>
Net sales to external customers                   $21,573        $25,900                                          $47,473
Interest expense                                      233            123         $3,982                             4,338
Depreciation and amortization  expense                364          1,401             71                             1,836
Segment income (loss) from operations               2,978          1,756           (158)                            4,576
Long-lived assets                                  27,264         85,476        116,905        $(129,040)         100,605
Total segments assets                              41,303        107,799        117,351         (129,040)         137,413
Capital expenditures                                  226            898                                            1,124
</TABLE>


                                     8
<PAGE>


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

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

Results of Operations

Three months ended June 30, 2000 compared to three months ended June 30, 1999.

         Net Sales. Net sales increased by $2.9 million or 6.1% to $50.4 million
for the three month period ended June 30, 2000 from $47.5  million for the three
month period ended June 30, 1999. Total pounds sold by the Company  increased by
9% to 30.8  million  pounds for the three  months  ended June 30, 2000 from 28.3
million  pounds for the three months ended June 30, 1999.  The increase in sales
was  primarily  a  result  of  increased  volume,  with  lower  margin  products
comprising  a higher  portion of the  increases  over prior  year.  Sales of the
Company's  higher margin  value-added  product were  essentially the same as the
prior year due to strong 4th quarter sales that  resulted from the  announcement
of a price  increase  effective  Period 1 Fiscal Year 2001.  The net sales price
decreased  to $1.64  per pound  from  $1.68  primarily  as a result of sales mix
shifting due to the  significant  increase in sales to Arby's.  Net sales prices
were somewhat  benefited from price  increases  implemented in April 2000 to the
Company's Field Sales Division customers.

         Gross  Profit.  Gross  profit  decreased  to $7.6 million for the three
months ended June 30, 2000 from $9.2 million for the three months ended June 30,
1999. This $1.6 million  decrease was due primarily to increases in raw material
costs.  The gross margin  decreased to 15.1% for the three months ended June 30,
2000 from 19.3% for the three months ended June 30, 1999 as a result. Additional
factors contributing to the lower gross margin performance to prior year are the
sales mix changes noted above and higher depreciation expense.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses  decreased  to $4.5  million for the three months ended
June 30, 2000 from $4.6 million for the three months ended June 30, 1999.

         Income from Operations. As a result of the foregoing items, income from
operations  decreased  to $3.1 million for the three month period ended June 30,
2000 from $4.6 million for the three month period ended June 30, 1999.

         Interest  Expense.  Interest expense  increased to $4.8 million for the
three month  period  ended June 30,  2000 from $4.3  million for the three month
period ended June 30, 1999. The $500,000  increase is primarily due to increased
borrowings under the Company's revolving credit facility.

         Provision  for  Income  Taxes.  Provision  for income  taxes  increased
minimally to $76,000 for the three month period ended June 30, 2000 from $21,000
for the three month period ended June 30, 1999.


                                       9
<PAGE>


         Net (Loss)  Income.  A net loss of $1.8  million was  incurred  for the
three  months  ended June 30, 2000  versus net income of $216,000  for the three
months ended June 30, 1999 due to the net impact of the foregoing items.

Liquidity and Financial Resources

         The  Company's  total  consolidated  indebtedness  at June 30, 2000 was
$161.4  million  compared to $148.7  million at June 30, 1999. The increase from
prior year is due primarily to increased  borrowings  under the Company's  $45.0
million  Loan and Security  Agreement  ("Loan and  Security  Agreement")  with a
financial institution providing for revolving credit loans ("Revolver") and term
loan options.  Borrowings under the Loan and Security Agreement bear interest at
floating  rates.  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 as the Senior Notes require  semi-annual
interest payments of approximately $6.7 million which commenced in July 1997.


         The  Company's  primary  sources  of  liquidity  are  cash  flows  from
operations  and  borrowings  under  the  Revolver.  The  Revolver  provides  for
borrowings  up  to  $45.0  million,  subject  to  a  borrowing  base  and  other
limitations,  including amounts outstanding under term loans,  letters of credit
and other borrowing instruments. At June 30, 2000 approximately $7.8 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  will  be
satisfied  through  a  combination  of cash  flows  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 be correct. Important
factors that could cause actual results to differ  materially from the Company's
expectations   ("Cautionary   Statements")  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, 2000.


                                       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 June
30, 2000.  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



                                       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.
                                                                      QFAC, LLC.






         August 7, 2000                              ---------------------------
                                                     Ronald J. Gallo
                                                     Senior Vice President and
                                                     Chief Financial Officer



                                       12