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, 1999

[ ]  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)

                              QF ACQUISITION CORP.
             (Exact Name of Registrant as Specified in Its Charter)
           Delaware                                           22-3174301
(State or Other Jurisdiction of                           (I.R.S. Employer
 Incorporation or Organization)                         Identification Number)
                                      2013
                          (Primary Standard Industrial
                          Classification Code Number)

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

                                 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.

                                                                Outstanding at
                          Class                                 June 30, 1999
                          -----                                 -------------
     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 -                               3
                   March 31, 1999 and June 30, 1999

                 Consolidated Statements of Operations -                     4
                   Three months ended June 30, 1999 and 1998

                 Consolidated Statements of Cash Flows -                     5
                   Three months ended June 30, 1999 and 1998

                 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            12
                    market risk

Part II.  Other Information

         Item 6.  Exhibits and Reports on Form 8-K                          13

Signatures                                                                  14

Exhibit Index

                                       2

<PAGE>


Part I   Financial Information
         Item 1.   Financial Statements

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

<CAPTION>
                                                                                            March 31,         June 30,
                                                                                              1999              1999
                                                                                            ---------        ---------
<S>                                                                                         <C>              <C>
Current assets:
        Cash and cash equivalents                                                           $   1,820        $   2,140
        Accounts receivable, net of allowance for doubtful accounts of $369,000 and
            $374,000 at March 31, 1999 and June 30, 1999, respectively                         15,448           14,415
        Inventories                                                                            16,839           18,942
        Prepaid expenses and other current assets                                                 692            1,311
                                                                                            ---------        ---------
            Total current assets                                                               34,799           36,808
        Property and equipment, net                                                            29,922           29,343
        Costs in excess of net assets acquired, net                                            65,195           64,409
        Intangible and other assets, net                                                        6,488            6,853
                                                                                            ---------        ---------
            Total                                                                           $ 136,404        $ 137,413
                                                                                            =========        =========


                                        LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
        Current portion of long-term debt                                                   $   1,113        $   1,042
        Accounts payable                                                                        8,904            6,813
        Accrued expenses and other current liabilities                                          6,689            7,831
                                                                                            ---------        ---------
Total current liabilities                                                                      16,706           15,686
                                                                                            ---------        ---------
Long term debt                                                                                145,895          147,696
                                                                                            ---------        ---------
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,               3,196            3,196
            14,705 shares issued and outstanding
        Nonvoting common stock - Class A, $.01 par value; 25,000 shares authorized,             2,204            2,204
            11,241 (inclusive of 3,011 shares classified as redeemable common stock)
            shares issued and outstanding
        Nonvoting common stock - Class B, $.01 par value; 25,000 shares authorized,               623              623
            3,059 shares (inclusive of 2,162 shares classified as redeemable common
            stock) shares issued and outstanding
        Stockholders' notes receivable                                                           (203)            (191)
        Accumulated deficit                                                                   (34,336)         (34,120)
                                                                                            ---------        ---------
        Total stockholders' deficiency                                                        (28,516)         (28,288)
                                                                                            ---------        ---------
            Total                                                                           $ 136,404        $ 137,413
                                                                                            =========        =========

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

                                                                 3

<PAGE>


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

                                                             Three Months Ended
                                                            --------------------
                                                            June 30,    June 30,
                                                              1998        1999
                                                            --------    --------
                                                               (in thousands)

Sales                                                       $ 44,276    $ 47,473
Cost of Sales                                                 36,103      38,302
                                                            --------    --------
Gross Profit                                                   8,173       9,171
Selling, general and administrative expenses                   4,716       4,595
Terminated transaction related costs                             256
                                                            --------    --------
Income from operations                                         3,201       4,576
Interest expense                                               4,343       4,338
                                                            --------    --------
(Loss) income before income taxes and extraordinary item      (1,142)        238
Provision for income taxes                                        50          22
                                                            --------    --------
Net (loss) income before extraordinary item                   (1,192)        216
Extraordinary loss on early extinguishment of debt            (1,003)
                                                            --------    --------
Net (loss) income                                           $ (2,195)   $    216
                                                            ========    ========

          See accompanying notes to consolidated financial statements.

                                       4

<PAGE>


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

<CAPTION>
                                                                                            Three Months Ended
                                                                                         June 30,         June 30,
                                                                                           1998             1999
                                                                                         --------         --------
<S>                                                                                      <C>              <C>
Cash flows from operating activities:
   Net (loss) income                                                                     $ (2,195)        $    216
   Adjustments to reconcile net loss to net cash provided by operating activities:
   Depreciation and amortization                                                            1,584              982
   Amortization of deferred financing costs and original issue discount                       300            1,142
   Extraordinary loss on early extinguishment of debt                                       1,003
   Changes in assets and liabilities:
     Accounts receivable                                                                      903            1,033
     Inventories                                                                           (1,154)          (2,103)
     Prepaid expenses and other current assets                                               (256)            (619)
     Accounts payable                                                                        (351)          (2,091)
     Accrued expenses and other current liabilities                                         2,782            1,142
                                                                                         --------         --------
       Net cash provided by (used in) operating activities                                  2,616             (298)
                                                                                         --------         --------

Cash flows from investing activities:
   Acquisition of property and equipment                                                   (1,145)            (403)
   Other assets                                                                               (43)            (721)
                                                                                         --------         --------
       Net cash used in investing activities                                               (1,188)          (1,124)
                                                                                         --------         --------

Cash flows from financing activities:
   Borrowings under revolving loan facility                                                 1,119            3,978
   Repayment of revolving loan facilities                                                  (2,000)          (2,000)
   Proceeds from issuance of long-term debt                                                14,127
   Repayment of long-term debt and capitalized lease obligations                          (14,177)            (248)
   Deferred financing costs                                                                  (509)
   Collection of shareholder notes receivable                                                                   12
                                                                                         --------         --------
       Net cash (used in) provided by financing activities                                 (1,440)           1,742
                                                                                         --------         --------
Net (decrease) increase in cash                                                               (12)             320
Cash, beginning of period                                                                   1,344            1,820
                                                                                         --------         --------
Cash, end of period                                                                      $  1,332         $  2,140
                                                                                         ========         ========

Supplemental disclosure of cash flow information:
   Cash paid during the period for:
     Interest                                                                            $    900         $    707
     Income taxes                                                                        $      0         $    344

<FN>
                            See accompanying notes to consolidated financial statements.
</FN>
</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 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, 1999.

         The  Company's  fiscal year is the 52 or 53 week  period  ending on the
Saturday  nearest to March 31. The  Company's  three month  periods ended on the
Saturday  nearest  June  30,  1999  and 1998  were 13  weeks  in  duration.  For
simplicity of  presentation,  the Company has described the interim  periods and
year end period herein as ending on June 30 and March 31 respectively.


NOTE 2:    INVENTORIES

     Inventories consisted of the following:

                                                    March 31,           June 30
                                                      1999                1999
                                                    -------             -------
Raw materials                                         5,820               6,304
Work-in-process                                       3,773               4,646
Finished goods                                        7,918               8,301
                                                    -------             -------
      Total                                          17,511              19,251
Reserve                                                (672)               (309)
                                                    -------             -------
Inventories, net                                     16,839              18,942
                                                    =======             =======

                                       6

<PAGE>


NOTE 3:   LONG-TERM OBLIGATIONS

Long-term obligations consisted of the following:
                                                      March 31,        June 30,
                                                        1999            1999
                                                      ---------       ---------
Senior notes payable, interest at 11 6.25% payable
   semiannually, principal due January 2004           $ 115,000       $ 115,000

Term note payable to a bank, interest at a
   reference rate (7.75% at June 30, 1999) or
   Eurodollar rate (5.06% at June 30, 1999) plus
   2.25%, interest payable monthly, principal
   payable on May 1, 2002                                10,000          10,000

Revolving loan payable to a bank, interest at a
   reference rate (7.75% at June 30, 1999) or
   Eurodollar rate (5.06% at June 30, 1999) plus
   2.25%, interest payable monthly, expires May 1,
   2002                                                   5,763           7,740

Term note payable to a bank, interest at a
   reference rate (7.75% at June 30, 1999) or
   Eurodollar rate (5.06% at June 30, 1999) plus
   2.25%, interest payable monthly, principal
   quarterly at $89,285.72, principal payable
   January through February 2006                          2,500           2,411

Revenue bond payable to a government financing
   authority, interest at a reference rate (5.0%
   at June 30, 1999) not to exceed 18% payable
   monthly, principal payable annually at $100,000
   increasing to $400,000 through December 2014           4,100           4,100

Notes payable to a government agency, interest at
   2%, payable monthly through April 2012,
   collateralized in a second position on the
   Company's Philadelphia facility                        1,545           1,520

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

Notes payable to a government agency, interest at
   5.25% payable monthly with principal through
   March 2012, collateralized in a shared first
   position on the Company's Philadelphia
   facility.                                                678             668

Notes payable to a government agency, interest at
   2%, payable with principal monthly through
   April 2001                                               206             181

Capital lease obligations payable in varying
   monthly installments through 2021,
   collateralized by buildings and equipment with
   a net book value of $5,787,000 at March 31,
   1999 and $5,683,000 at June 30, 1999                   6,216           6,118
                                                      ---------       ---------
Total                                                   147,008         148,738
Less current portion                                     (1,113)         (1,042)
                                                      ---------       ---------
Long-term debt                                        $ 145,895       $ 147,696
                                                      =========       =========

                                       7

<PAGE>


<TABLE>
NOTE 4:  SEGMENT INFORMATION

<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 profit (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                                           266             898                                             1,124


                                                                          Three Months Ended June 30, 1998
                                                                                   (In Thousands)

                                                           Custom          Quality       Corporate
                                                            Foods           Foods        and Other         Eliminations        Total
                                                            -----           -----        ---------         ------------        -----
Net sales to external customers                           $ 21,234        $ 23,042                                          $ 44,276
Interest expense                                               249           1,107           2,987                             4,343
Depreciation and amortization  expense                         382           1,595              71                             2,048
Extraordinary item                                                                           1,003                             1,003
Segment profit (loss) from operations                        2,145           1,521            (465)                            3,201
Long-lived assets                                           27,681          75,722         160,164         (161,637)         101,930
Total segments assets                                       40,472          93,221         160,327         (161,637)         132,383
Capital expenditures                                           166           1,022                                             1,188
</TABLE>


NOTE 5:  SUBSEQUENT EVENT

         On June 28, 1999 the Company's wholly-owned subsidiary,  QF Acquisition
Corporation, was merged with QFAC, LLC, a Delaware limited liability company and
another  wholly-owned  subsidiary  of the  Company, with  QFAC,  LLC  being  the
surviving corporation.

                                       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, 1999 compared to three months ended June 30, 1998.

         Net Sales.  Net sales  increased by $3.2 million or 7% to $47.5 million
for the three  month  period  ended June 30, 1999 from $44.3 for the three month
period ended June 30, 1998. Total pounds sold by the Company increased by 11% to
28.3  million  pounds for the three months ended June 30, 1999 from 25.6 million
pounds for the three  months  ended June 30,  1998.  The increase in sales was a
result  of  increases  in sales at both  the  Quality  Foods  and  Custom  Foods
divisions  of the  Company.  In  addition,  sales of higher  margin  value added
products increased by 16% and 15%, respectively, at the Quality Foods and Custom
Foods  divisions.  The net sales price  decreased  to $1.68 per pound from $1.73
primarily as a result of passing lower raw materials prices to our customers.

         On July 26, 1999, the Company renewed its supply  agreement with Arby's
exclusive purchasing cooperative for a five-year period. The new agreement is on
substantially similar terms.

         Gross  Profit.  Gross  profit  increased  to $9.2 million for the three
months ended June 30, 1999 from $8.2 million for the three months ended June 30,
1998.  This $1.0 million  increase was primarily due to the increase in sales of
the Company's  higher margin value added  products and favorable  meat prices in
our Custom Foods  division.  The gross  margin  increased to 19.3% for the three
months  ended June 30, 1999 from 18.5% for the three  months ended June 30, 1998
for the same reasons.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative expenses decreased minimally to $4.6 million for the three months
ended June 30, 1999 from $4.7 million for the three months ended June 30, 1998.

         Terminated  Transaction  Related Costs.  In the three months ended June
30, 1998, the Company expensed  $256,000 in transaction  costs associated with a
potential acquisition which was terminated.

         Income from Operations. As a result of the foregoing items, income from
operations  increased  to $4.6 million for the three month period ended June 30,
1999 from $3.2 million for the period ended June 30, 1998.

         Interest Expense. Interest expense was unchanged at 4.3 million for the
three month period  ended June 30, 1999 when  compared to the three month period
ended June 30, 1998.

                                       9

<PAGE>


         Provision  for  Income  Taxes.  Provision  for income  taxes  decreased
minimally to $21,000 for the three month period ended June 30, 1999 from $50,000
for the three month period ended June 30, 1998.

         Extraordinary  Loss. In the first  quarter of fiscal 1999,  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 for the three months ended June
30, 1998. This amount  principally  consisted of unamortized  deferred financing
costs.

         Net Income  (Loss).  Net income of $216,000  was realized for the three
months  ended  June 30,  1999  versus a net loss of $2.2  million  for the three
months ended June 30, 1998 due to the net impact of the foregoing items.

Year 2000

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  equipment as the year 2000 is
approached  and  reached.  These  problems  generally  arise  from the fact that
computers and equipment  historically used two-digit fields that recognize dates
using the  assumption  that the first two digits  are "19".  On January 1, 2000,
systems using  two-digit  date fields could  recognize a date using "00" as 1900
rather than the year 2000, creating erroneous results or system failures.

Company's State of Readiness

         The  Company has  selected a new Year 2000  compliant  Enterprise  Wide
System;  the Ross Systems  Renaissance CS Enterprise  Resource  Planning  System
("Ross  System").  The Company believes that  implementation  of the Ross System
will address its major Year 2000 issues.  The Company's  plan for addressing the
remainder  of its Year 2000 issues  focuses on the  following  areas:  technical
infrastructure   (e.g.  networks,   servers,   desktop  and  laptop  computers);
vendor/customer interfaces;  facilities; and third party suppliers,  vendors and
customers.  The Year 2000 project consists of the following phases:  (1) conduct
an inventory of items with Year 2000  implications;  (2) assessment of Year 2000
compliance;  (3)  remediation or replacement of items that are determined not to
be Year 2000  compliant;  (4) testing  (including  verification of remediated or
replaced items);  and (5)  certification  of Year 2000  compliancy.  The initial
inventory phase is complete.  The assessment  phase is  substantially  completed
with the  exception  of the vendor  disclosure/certification.  The  Company  has
initiated formal communications with selected vendors and customers to determine
the extent to which the Company is  vulnerable.  This  dialogue  shall  continue
throughout the third quarter of fiscal year 2000 to minimize the  probability of
any service  interruption.  The  remediation  and testing  phases will  progress
through the first and second quarter of fiscal year 2000. The Company  currently
plans to complete its internal  Year 2000 project by the  beginning of the third
quarter fiscal year 2000.

                                       10

<PAGE>


Costs

         The Company's net total expenditures on the Ross System  implementation
through June 30, 1999 are $568,000.  The Company  currently  estimates  that the
aggregate cost of its Ross System  implementation  project will be $1.3 million,
although the amount could be greater.  The cost estimate  includes  expenditures
incurred  pursuant to the  Company's  technology  upgrade and  business  process
reengineering  programs occurring  concurrently but not directly related to Year
2000 issues.  In addition,  a portion of the  estimated  total costs of the Ross
System  implementation  will be funded by  reallocation  of  existing  resources
rather than in incurring  incremental  costs.  This reallocation of resources is
not expected to have a significant  impact on the  day-to-day  operations of the
Company.  The Company's  aggregate cost estimate does not include costs that may
be  incurred  by the  Company as a result of the  failure of any third  parties,
including  suppliers,  to  become  Year  2000  ready or costs to  implement  any
contingency plans. Such costs may be material.

Risks

         The Company  believes  that the  completion of its Ross System and Year
2000 projects as planned will result in the Company being Year 2000 compliant in
a timely  manner.  However,  the failure to correct a material Year 2000 problem
could result in an  interruption  in, or a failure of, certain  normal  business
activities  or  operations,  which could  materially  and  adversely  affect the
Company's results of operations, liquidity and financial condition. In addition,
if third  parties  that  provide  goods or  services  that are  critical  to the
Company's business activities fail to adequately address their Year 2000 issues,
there could be a similar  material  adverse  effect on the Company.  The Company
believes that its most  reasonably  likely worst case scenario is the failure of
such a third party.  Such a failure could result in, for example,  the inability
of the Company to ship  product,  a decrease in  customer  orders,  or delays in
product deliveries from vendors.  The Company believes that, with the completion
of its Year 2000 project, the possibility of significant interruptions of normal
operations  should be  reduced.  The  Company  also  believes  that the level of
uncertainty  about the Year 2000  compliance  and  readiness  of material  third
parties  ("External  Parties")  should  diminish  through  the  second and third
quarter of fiscal year 2000.

Contingency Plans

         As part of the Company's Year 2000 project,  specific contingency plans
are being  developed.  The Company  expects that these plans will continue to be
modified as the Company obtains additional  information  regarding the Company's
internal  systems and equipment  during the  remediation  and testing phases and
regarding the status of the Year 2000 readiness of External Parties. The Company
expects these plans to be finalized by the date of completion of all other areas
of the Year 2000 projects.

         As a normal  course of  business,  the  Company  maintains  and deploys
contingency  plans as part of its disaster  recovery program designed to address
various  potential  business  interruptions.  These plans may be  applicable  to
address  the  failure of  External  Parties to provide  goods or services to the
Company as a result of their  failure to be Year 2000 ready.  During fiscal year
2000,  the  Company  intends to expand its  disaster  recovery  program to cover
systems for which detailed contingency plans do not currently exist.

                                       11

<PAGE>


         Readers are cautioned that  forward-looking  statements contained under
this  "Year  2000"  caption  should be read in  conjunction  with the  Company's
disclosures under the heading "Forward-Looking Statements" below.

Liquidity and Financial Resources

         The Company's  total  consolidated  indebtedness  was $148.7 million at
June 30, 1999.  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 revolving credit facility (the
"Revolver") under the Loan and Security Agreement 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 June 30, 1999  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 for the next twelve months will be satisfied  through a combination
of cash flow from  operations  and funds  available  under the Loan and Security
Agreement.

Forward Looking Statements

         This report includes "forward looking statements" within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and section 21E of the
Securities Exchange Act of 1934, as amended.  Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to 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 change  materially  from those disclosed in the Company's Form 10-K for
the year ended March 31, 1999.

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<PAGE>


Part II  Other Information

Item 6. Exhibits and Reports on Form 8-K

         No reports on Form 8-K have been filed  during the  quarter  ended June
30, 1999.  Reference is made to the Company's Annual Report on Form 10-K and the
exhibits  filed  therewith.  The exhibits  filed as part of this form are listed
below:


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

         2        Agreement  of Merger  dated as of June 28,  1999,  between  QF
                  Acquisition  Corp., a Delaware  corporation, and QFAC,  LLC, a
                  Delaware limited liability company.

         3.1      Certificate  of Formation of QFAC, LLC issued by the Secretary
                  of State of the State of  Delaware  on April 15,  1999.

         3.2      Operating  Agreement  of QFAC,  LLC dated June 28, 1999.

         3.3      By-Laws of QFAC, LLC.

         4.1      First  Supplemental  Indenture  among CFP Holdings,  Inc., CFP
                  Group, Inc., Custom Food Products, QFAC, LLC and United States
                  Trust Company of New York.

        10.1      Amendment and Assumption Agreement among QF Acquisition Corp.,
                  QFAC, LLC, CFP Holdings, Inc., Custom Food Products, Inc., and
                  Fleet Capital Corporation.

        10.2      Pledge and Security  Agreement between CFP Holdings,  Inc. and
                  Fleet Capital  Corporation in respect of Membership  Interests
                  of QFAC, LLC.

         27       Financial Data Schedule

                                       13

<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.


     August 6, 1999                          ___________________________________
                                                      Eric W. Ek
                                                      Senior Vice President,
                                                      Chief Financial
                                                      Officer and
                                                      Secretary of
                                                      CFP Group,
                                                      Inc. and CFP
                                                      Holdings, Inc.
                                                      and its
                                                      subsidiaries

                                       14