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, 1999

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

                         for the transition period from
                              ________ to ________

   Commission File Numbers 333-23893; 333-23893-01; 333-23893-02; 333-23893-03

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

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

            Delaware                                           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.

                                                          Outstanding at
               Class                                     September 30, 1999
               -----                                     ------------------
Voting Common Stock - Class A, $.01 par value                  14,705
Non-voting common Stock - Class A, $.01 par value              11,001
Non-voting common Stock - Class B $.01 par value                2,881
<PAGE>


                        CFP Group, Inc. and Subsidiaries


                                    FORM 10-Q



                                      INDEX

Part I. Financial Information                                            Page #
                                                                         ------

        Item 1.  Financial Statements

                 Consolidated Balance Sheets -                              1
                       March 31, 1999 and September 30, 1999


                 Consolidated Statements of Operations -                    2
                       Three months and six months ended
                       September 30, 1999 and 1998


                 Consolidated Statements of Cash Flows -                    3
                       Six months ended September 30, 1999 and 1998


                 Notes to Consolidated Financial Statements                 4


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


        Item 3.  Quantitative and Qualitative Disclosures
                   about Market Risk                                       10

Part II  Other Information

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

Signatures

Exhibit Index



<PAGE>

Part I   Financial Information

             Item 1.   Financial Statements
<TABLE>
                               CFP GROUP, INC. AND SUBSIDIARIES
                                 CONSOLIDATED BALANCE SHEETS
                              (In Thousands, Except share data)
                                         (UNAUDITED)
                                            ASSETS
<CAPTION>
                                                                   March 31,     September 30,
                                                                    1999             1999
                                                                  ---------        ---------
<S>                                                               <C>              <C>
Current assets:
        Cash and cash equivalents                                 $   1,820        $     714
        Accounts receivable, net of allowance
            for doubtful accounts of $369,000 and
            $312,000 at March 31, 1999 and
            September 30, 1999, respectively                         15,448           16,628
        Inventories                                                  16,839           22,385
        Prepaid expenses and other current assets                       692            1,131
                                                                  ---------        ---------
            Total current assets                                     34,799           40,858
        Property and equipment, net                                  29,922           31,833
        Costs in excess of net assets acquired, net                  65,195           63,587
        Intangible and other assets, net                              6,488            4,774
                                                                  ---------        ---------
            Total                                                 $ 136,404        $ 141,052
                                                                  =========        =========


                           LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
        Current portion of long-term debt                         $   1,113        $     938
        Accounts payable                                              8,904            6,969
        Accrued expensed and other current liabilities                6,689            4,538
                                                                  ---------        ---------
Total current liabilities                                            16,706           12,445
                                                                  ---------        ---------
Long term debt                                                      145,895          154,103
                                                                  ---------        ---------
Commitments and contingencies
Redeemable common stock                                               2,319            2,319
                                                                  ---------        ---------
Stockholders' deficiency:
        Preferred stock, $.01 par value; 6,472 shares
          authorized, none issued and outstanding
        Voting common stock - Class A, $.01 par value;
            100,000 shares authorized,
            14,705 shares issued and outstanding                      3,196            3,196
        Nonvoting common stock - Class A, $.01 par value;
            25,000 shares authorized,
            11,241 and 11,001 (inclusive of 3,011 shares
            classified as redeemable common stock)
            shares issued and outstanding at March 31, 1999 and
            September 30, 1999, respectively                          2,204            2,135
        Nonvoting common stock - Class B, $.01 par value;
            25,000 shares authorized, 3,059 and 2,881 shares
            (inclusive of 2,162 shares classified as
            redeemable common stock) issued and outstanding
            at March 31, 1999 and September 30, 1999,
            respectively                                                623              499
        Stockholders' notes receivable                                 (203)            (105)
        Accumulated deficit                                         (34,336)         (33,540)
                                                                  ---------        ---------
        Total stockholders' deficiency                              (28,516)         (27,815)
                                                                  ---------        ---------
            Total                                                 $ 136,404        $ 141,052
                                                                  =========        =========

<FN>
                 See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                       1
<PAGE>

<TABLE>

                                         CFP GROUP, INC. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                                  (In Thousands)
                                                    (UNAUDITED)
<CAPTION>
                                                            Three Months Ended                   Six Months Ended
                                                            ------------------                   ----------------
                                                      September 30,    September 30,      September 30,     September 30,
                                                          1998             1999               1998               1999
                                                          ----             ----               ----               ----
<S>                                                      <C>             <C>                <C>               <C>
Sales                                                    $ 45,070        $ 51,206           $ 89,346          $ 98,679

Cost of Sales                                              35,962          41,730             72,065            80,032
                                                         --------        --------           --------          --------
Gross Profit                                                9,108           9,476             17,281            18,647
Selling, general and administrative expenses                4,834           4,357              9,550             8,952
Terminated transaction related costs                                                             256
                                                         --------        --------           --------          --------
Income from operations                                      4,274           5,119              7,475             9,695
Interest expense                                            4,353           4,484              8,696             8,822
                                                         --------        --------           --------          --------
(Loss) Income before provision for income taxes and           (79)            635             (1,221)              873
extraordinary item
Provision for income taxes                                    181              55                231                77
                                                         --------        --------           --------          --------
Net (loss) income before extraordinary item                  (260)            580             (1,452)              796
Extraordinary loss on early extinguishment of debt                                             1,003
                                                         --------        --------           --------          --------
Net (loss) income                                        $   (260)       $    580           $ (2,455)         $    796
                                                         ========        ========           ========          ========
<FN>

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

<PAGE>

<TABLE>

                                CFP GROUP, INC. AND SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (In Thousands)
                                          (UNAUDITED)
<CAPTION>
                                                                           Six Months Ended
                                                                         Sept. 30,   Sept. 30,
                                                                           1998        1999
                                                                         --------    --------
<S>                                                                      <C>         <C>
Cash flows from operating activities:
   Net (loss) income                                                     $ (2,455)   $    796
   Adjustments to reconcile net (loss) income to
     net cash provided by operating activities:
   Depreciation and amortization                                            3,206       3,663
   Amortization of deferred financing costs
     and original issue discount                                              598         597
   Extraordinary loss on early extinguishment of debt                       1,003
   Changes in assets and liabilities:
     Accounts receivable                                                    1,431      (1,180)
     Inventories                                                           (2,737)     (5,546)
     Prepaid expensed and other current assets                               (108)       (439)
     Accounts payable                                                         759      (1,935)
     Accrued expenses and other current liabilities                           (44)     (2,151)
                                                                         --------    --------
       Net cash provided by (used in) operating activities                  1,653      (6,195)
                                                                         --------    --------

Cash flows from investing activities:
   Acquisition of property and equipment                                   (3,003)     (3,870)
   Other assets                                                              (819)      1,021
                                                                         --------    --------
       Net cash used in investing activities                               (3,822)     (2,849)
                                                                         --------    --------

Cash flows from financing activities:
   Borrowings under revolving loan facility                                 8,773      34,515
   Repayment of revolving loan facilities                                  (4,500)    (25,985)
   Proceeds from issuance of long-term debt                                14,127
   Repayment of long-term debt and capitalized
     lease obligations                                                    (14,338)       (497)
   Deferred financing costs                                                  (590)
   Collection of shareholder notes receivable                                              98
   Purchase of common stock                                                              (193)
                                                                         --------    --------
       Net cash provided by financing activities                            3,472       7,938
                                                                         --------    --------
Net increase (decrease) in cash                                             1,303      (1,106)
Cash, beginning of period                                                   1,344       1,820
                                                                         --------    --------
Cash, end of period                                                      $  2,647    $    714
                                                                         ========    ========

Supplemental disclosure of cash flow information:
   Cash paid during the period for:
     Interest                                                            $  7,964    $  8,245
     Income taxes                                                        $    131    $    401
<FN>
          See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                       3

<PAGE>


                        CFP GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1: BASIS OF PRESENTATION

     The accompanying  unaudited consolidated financial statements of CFP Group,
Inc. and its  wholly-owned  subsidiaries  (the  "Company") have been prepared in
accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X.
Accordingly,  they do not include all of the information and footnotes  required
by GAAP for complete  financial  statements.  In the opinion of management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation  have been included.  Operating results for the period are not
necessarily  indicative  of the results that may be expected for the full fiscal
year. The accompanying  financial  statements  include the results of CFP Group,
Inc.  ("CFP Group") and its  wholly-owned  subsidiary  CFP Holdings,  Inc. ("CFP
Holdings"),  and CFP Holdings'  wholly-owned  subsidiaries Custom Food Products,
Inc.  ("Custom  Foods")  and  QFAC,  LLC  ("Quality  Foods").  The  consolidated
financial  statements as presented herein should be read in conjunction with the
consolidated  financial  statements and notes thereto  included in the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 1999.


     The  Company's  fiscal  year  is the 52 or 53  week  period  ending  on the
Saturday  nearest to March 31. The  Company's  three month  periods ended on the
Saturday  nearest  September  30, 1999 and 1998 were 13 weeks in  duration.  The
Company's six month periods ended on the Saturday nearest September 30, 1999 and
1998 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: INVENTORIES

     Inventories consisted of the following:

                                             March 31,        September 30
                                               1999               1999
                                          -----------------  ----------------
                                           (In Thousands)     (In Thousands)
                    Raw materials             $  5,820           $  8,477
                    Work-in-process              3,773              3,660
                    Finished goods               7,918             10,777
                                              --------           --------
                          Total                 17,511             22,914
                    Reserve                       (672)              (529)
                                              --------           --------
                    Inventories, Net          $ 16,839           $ 22,385
                                              ========           ========


                                       4
<PAGE>
<TABLE>

NOTE 3:   LONG-TERM OBLIGATIONS
<CAPTION>
                                                                                      March 31,     Sept. 30,
                                                                                        1999          1999
                                                                                        ----          ----
                                                                                          (In Thousands)
<S>                                                                                   <C>          <C>
Long-term obligations consisted of the following:
Senior notes payable, interest at 11.625% payable semiannually, principal due
   January 2004                                                                       $ 115,000    $ 115,000
Term note payable to a bank, interest at a reference rate (8.25% at September 30,
   1999) or Eurodollar rate (5.38% at September 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 (8.25% at September
   30, 1999) or Eurodollar rate (5.38% at September 30, 1999) plus 2.25%, interest
   payable monthly, expires May 1, 2002                                                   5,763       14,293
Term note payable to a bank, interest at a reference rate (8.25% at September 30,
   1999) or Eurodollar rate (5.38% at September 30, 1999) plus 2.25%, interest
   payable monthly, principal quarterly at $89,285.72, principal payable January
   through February 2006                                                                  2,500        2,321
Revenue bond payable to a government financing authority, interest at a reference
   rate (5.45% at September 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        1,494
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          659
Notes payable to a government agency, interest at 2%, payable with principal
   monthly through April 2001                                                               206          155
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 $5,578,000 at September 30, 1999                                    6,216        6,019
                                                                                      ---------    ---------
Total                                                                                   147,008      155,041
Less current portion                                                                     (1,113)        (938)
                                                                                      ---------    ---------
Long-term debt                                                                        $ 145,895    $ 154,103
                                                                                      =========    =========
</TABLE>

                                       5
<PAGE>

NOTE 4:  SEGMENT INFORMATION
<TABLE>

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

                                                   Three Months Ended September 30, 1999
                                                             (In Thousands)

                                           Custom    Quality    Corporate
                                           Foods      Foods     and Other   Eliminations       Total
                                           -----      -----     ---------   ------------       -----
<S>                                     <C>         <C>           <C>         <C>         <C>
Net sales to external customers         $  23,589   $  27,617                             $  51,206
Interest expense                              223         125       4,136                     4,484
Depreciation and amortization expense         358       1,400          69                     1,827
Segment profit (loss) from operations       3,228       2,058        (167)                    5,119
Long-lived assets                          27,085      84,203     114,041     (125,135)     100,194
Total segments assets                      41,812     109,753     114,622     (125,135)     141,052
Capital expenditures                          227       1,497                                 1,724


                                                   Three Months Ended September 30, 1998
                                                             (In Thousands)

                                           Custom    Quality    Corporate
                                           Foods      Foods     and Other   Eliminations     Total
                                           -----      -----     ---------   ------------     -----
Net sales to external customers         $  22,050   $  23,020                             $  45,070
Interest expense                              237        (922)       5,038                    4,353
Depreciation and amortization expense         351         738           69                    1,158
Segment profit (loss) from operations       2,736      (2,145)       3,683                    4,274
Long-lived assets                          27,863      84,603      125,237    (135,176)     102,527
Total segments assets                      41,159     104,066      125,352    (135,176)     135,401
Capital expenditures                          682       1,952                                 2,634


                                                    Six Months Ended September 30, 1999
                                                             (In Thousands)

                                           Custom    Quality    Corporate
                                           Foods      Foods     and Other   Eliminations     Total
                                           -----      -----     ---------   ------------     -----
Net sales to external customers         $  45,162   $  53,517                             $  98,679
Interest expense                              456         248       8,118                     8,822
Depreciation and amortization expense         722       2,801         140                     3,663
Segment profit (loss) from operations       6,206       3,814        (325)                    9,695
Long-lived assets                          27,085      84,203     114,041     (125,135)     100,194
Total segments assets                      41,812     109,753     114,622     (125,135)     141,052
Capital expenditures                          453       2,396                                 2,849


                                                    Six Months Ended September 30, 1998
                                                             (In Thousands)

                                           Custom    Quality    Corporate
                                           Foods      Foods     and Other   Eliminations     Total
                                           -----      -----     ---------   ------------     -----
Net sales to external customers         $  43,284   $  46,062                             $  89,346
Interest expense                              486         185        8,025                    8,696
Depreciation and amortization expense         733       2,333          140                    3,206
Extraordinary item                                                   1,003                    1,003
Segment profit (loss) from operations       4,881        (624)       3,218                    7,475
Long-lived assets                          27,863      84,603      125,237    (135,176)     102,527
Total segments assets                      41,159     104,066      125,352    (135,176)     135,401
Capital expenditures                          848       2,974                                 3,822

</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, 1999 compared to Three months ended  September
30, 1998.

         Net  Sales.  Net  sales  increased  by $6.1  million  or 13.5% to $51.2
million  for the quarter  ended  September  30, 1999 from $45.1  million for the
quarter ended September 30, 1998. Total pounds sold by the Company  increased by
18% to 31.0 million  pounds for the quarter  ended  September 30, 1999 from 26.2
million  pounds for the quarter ended  September 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 the  Company's  higher  margin
value added  products  increased  by 21% and 7%,  respectively,  for the Quality
Foods and Custom Foods  divisions.  The net sales price  decreased to $1.65 from
$1.72  primarily as a result of passing lower raw materials  prices to customers
of our Custom Foods  division who are charged on a "cost plus" basis,  primarily
Arby's.

         Gross  Profit.  Gross Profit  increased to $9.5 million for the quarter
ended  September 30, 1999 from $9.1 million for the quarter ended  September 30,
1998.  This $.4 million  increase  was due to an  increase  in sales.  The gross
margin  decreased to 18.5% for the quarter  ended  September 30, 1999 from 20.2%
for the  quarter  ended  September  30,  1998  due to  higher  meat  cost at the
Company's Quality Foods division.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses  decreased  to  $4.4  million  for  the  quarter  ended
September 30, 1999 from $4.8 million for the quarter  ended  September 30, 1998.
This $.4 million  decrease is due  primarily to lower  expenses  reflecting  the
capitalization of certain personnel costs related to the implementation of a new
enterprise  wide  system,  lower bad debt  reserves,  and a  continued  focus on
reducing costs.

         Income from Operations. As a result of the foregoing items, income from
operations  increased to $5.1 million for the quarter  ended  September 30, 1999
from $4.3 million for the quarter ended September 30, 1998.

         Interest Expense.  Interest expense increased minimally to $4.5 million
for the quarter ended September 30, 1999 from $4.4 million for the quarter ended
September  30, 1998  primarily  as a result of  increased  borrowings  under the
Company's revolving credit facility.

         Provision  for Income Taxes.  Provision  for income taxes  decreased to
$55,000 for the quarter  ended  September 30, 1999 from $181,000 for the quarter
ended September 30, 1998, primarily as a result of lower State tax obligations.

         Net Income (Loss).  Net income of $580,000 was realized for the quarter
ended  September  30, 1999 versus a net loss of $260,000  for the quarter  ended
September 30, 1998 due to the net impact of the foregoing items.


Six months ended  September 30, 1999 compared to Six months ended  September 30,
1998.

         Net  Sales.  Net  sales  increased  by $9.3  million  or 10.5% to $98.7
million for the six month period ended September 30, 1999 from $89.3 million for
the six month period ended September 30, 1998.  Total pounds sold by the Company
increased by 14.5% to 59.3 million pounds for the six months ended September 30,
1999 from 51.8 million  pounds for the six months ended  September 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 the Company's
higher margin value added products increased by 17.5% and 11%, respectively, for
the Quality Foods and Custom Foods  divisions.  The net sales price decreased to
$1.66 from $1.73 primarily as a result of passing lower raw materials  prices to
customers of our Custom  Foods  division who are charged on a "cost plus" basis,
primarily Arby's.

                                       7
<PAGE>

         Gross  Profit.  Gross  Profit  increased  to $18.6  million for the six
months  ended  September  30, 1999 from $17.3  million for the six months  ended
September 30, 1998. This $1.4 million increase was due to the increase in sales.
The gross margin decreased minimally to 18.9% for the six months ended September
30, 1999 from 19.3% for the six months  ended  September  30, 1998 due to higher
meat costs at the Company's Quality Foods division.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses  decreased  to $9.0  million  for the six months  ended
September  30, 1999 from $9.6  million for the six months  ended  September  30,
1998.  This $.6 million  decrease is due primarily to lower expenses  reflecting
the Company's  lower bonus accrual,  capitalization  of certain  personnel costs
related to the  implementation  of a new enterprise wide system,  lower bad debt
reserves, and a continued focus on reducing costs.

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

         Income from Operations. As a result of the foregoing items, income from
operations  increased to $9.7  million for the six month period ended  September
30, 1999 from $7.5 million for the period ended September 30, 1998.

         Interest Expense.  Interest expense increased minimally to $8.8 million
for the six month period ended  September 30, 1999 from $8.7 million for the six
month  period  ended  September  30,  1998  primarily  as a result of  increased
borrowings under the Company's revolving credit facility.

         Provision  for Income Taxes.  Provision  for income taxes  decreased to
$77,000 for the six month period ended  September 30, 1999 from $231,000 for the
six month period ended September 30, 1998,  primarily as a result of lower State
tax obligations.

         Extraordinary  Loss. In the first  quarter of fiscal 1999,  the Company
used proceeds from new borrowings under its Loan and Security Agreement to repay
all amounts  outstanding  under its prior credit  agreement.  In connection with
these  repayments,  an  extraordinary  loss  on the  extinguishment  of  debt of
approximately  $1.0 million was recorded for the six months ended  September 30,
1998. This amount principally consisted of unamortized deferred financing costs.

         Net Income  (Loss).  Net income of $796,000  was  realized  for the six
months  ended  September  30, 1999 versus a net loss of $2.5 million for the six
months ended September 30, 1998 due to the net impact of the foregoing items.


Year 2000 Issue

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

         State of Readiness:  The Company 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  internal  modifications  are  essentially
complete,  the principal exception being full implementation of the Ross System.
Initial  operations and testing on the Ross System is underway with  accelerated
testing  scheduled and  acceptance  expected on or about  November 26, 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

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<PAGE>

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 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  of the Company's  current  enterprise  systems as
described above, excluding the cost of implementing the new system, will require
material  expenditures.  The Company's net total expenditures on the Ross System
implementation  through  September 30, 1999 are $843,000.  The Company currently
estimates  the  aggregate  cost  of  its  new  system  (Ross)  is  approximately
$1,300,000,  although the amount could be greater.  The cost  estimate  includes
expenditures  incurred pursuant to the Company's technology upgrade and business
process reengineering  programs occurring  concurrently but not directly related
to Year 2000 issues. In addition,  a portion of the estimated total costs of the
Ross System  implementation will be funded by reallocation of existing resources
rather than 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  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.  Initial  results of the Ross System  testing are  positive  and the
level of  uncertainty  in the  implementation  is  diminishing.  Responses  from
material  third parties  ("External  Parties") also indicate a greater degree of
Year 2000 compliance than  anticipated.  At this time, the Company believes that
the most reasonably likely "worst-case"  scenario relating to Year 2000 involves
potential  disruptions in areas in which the Company's  operations  must rely on
third  parties,  such as suppliers,  whose  systems may not work properly  after
January 1, 2000.  While such system failures could either directly or indirectly
affect important operations of the Company and its subsidiaries in a significant
manner,  the Company  cannot at present  estimate  either the  likelihood or the
potential cost of such failure.

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

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

Liquidity and Financial Resources

         The Company's  total  consolidated  indebtedness  was $155.0 million at
September  30,  1999.   Interest  payments  on  the  11.625%  Senior  Notes  and
anticipated  interest  and  principal  payments  under  the  Loan  and  Security
Agreement represent  significant  obligations of the Company. The 11.625% Senior
Notes require semi-annual  interest payments of approximately $6.7 million which
commenced in July 1997.  Borrowings  under the Loan and Security  Agreement bear
interest at floating rates.  Approximately  $5.0 million of the revolving credit
portion of the Loan and  Security  Agreement  (the  "Revolver")  is  reserved to
provide  letters of credit  supporting  the  industrial  revenue bond issue with
respect to Quality Foods' Philadelphia facility and other obligations.

                                       9
<PAGE>


         The  Company's  primary  sources  of  liquidity  are  cash  flows  from
operations  and  borrowings  under  the  Revolver.  The  Revolver  provides  for
borrowings  up  to  $40.0  million,  subject  to  a  borrowing  base  and  other
limitations,  including amounts outstanding under term loans,  letters of credit
and other  borrowing  instruments.  At  September  30, 1999  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.

Forward Looking Statements

         This report includes "forward looking statements" within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and section 21E of the
Securities Exchange Act of 1934, as amended.  Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable, it
can give no assurance  that such  expectations  will prove to have been correct.
Important  factors that could cause actual results to differ materially from the
Company's expectations are detailed periodically in the Company's SEC filings on
Forms 10-K and 10-Q. All subsequent written and oral forward-looking  statements
attributable  to the  Company  or persons  acting on its  behalf  are  expressly
qualified in their entirety by the Cautionary Statements.


Item 3. Quantitative and Qualitative Disclosures about market risk.

Long-term Debt

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

                                       10
<PAGE>


Part II Other Information

Item 6. Exhibits and Reports on Form 8-K

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


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

                            27                    Financial Data Schedule





                                       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




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

                                       12