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
                                December 31, 1997

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

                         for the transition period from
                         _____________ To  _____________

<TABLE>
   Commission File Numbers 333-23893; 333-23893-01; 333-23893-02; 333-23893-03
                     --------------------------------------

<CAPTION>
                                        CFP HOLDINGS, INC.
                      (Exact Name of Registrant as Specified in Its Charter)
<S>                                     <C>                                <C>
           Delaware                                 2013                         95-4413619             
(State or Other Jurisdiction of         (Primary Standard Industrial          (I.R.S. Employer          
Incorporation or Organization)           Classification Code Number)       Identification Number)       

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

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


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

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


                                       QF ACQUISITION CORP.
                      (Exact Name of Registrant as Specified in Its Charter)

           Delaware                               2013                           22-3174301        
(State or Other Jurisdiction of       (Primary Standard Industrial            (I.R.S. Employer     
Incorporation or Organization)         Classification Code Number)         Identification Number)  
</TABLE>

                      ------------------------------------
                             1117 West Olympic Blvd.
                              Montebello, CA 90640
    (Address, Including Zip Code of Registrant's Principal Executive Offices)

                                  213-727-0900
              (Registrant's telephone number, including area code)
                      ------------------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter  period that the registrant was required
to file such reports),  and (2) has been subject to filing  requirements for the
past 90 days.

                                [ x ] YES [  ] NO

<TABLE>
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.
<CAPTION>

                        Class                          Outstanding at January 31, 1998   
                        -----                          -------------------------------   
<S>                                                                <C>
  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                
                                                       
</TABLE>
<PAGE>



                                         CFP Group, Inc. and Subsidiaries

                                                     FORM 10-Q
<TABLE>

                                                       INDEX                              
                                                                                          
<CAPTION>
Part I     Financial Information                                                          Page #
                                                                                          ------
<S>                                                                                         <C>
           Item 1.   Financial Statements

                     Consolidated balance sheets -                                           1
                         March 31, 1997 and December 31, 1997

                     Consolidated  statements of operations  Three months & nine             2
                         months ended December 31, 1997 & 1996

                     Consolidated statements of cash flows -                                 3      
                         Nine months ended December 31, 1997 & 1996

                     Notes to consolidated financial statements                              4

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

Part II    Other Information

           Item 6.   Exhibits and Reports on Form 8-K                                       10

Signatures

Exhibit Index
</TABLE>


<PAGE>

Part I     Financial Information
           Item 1.  Financial Statements

<TABLE>

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

                                                      ASSETS
                                                                                                        March 31,       December 31,
                                                                                                           1997              1997
                                                                                                        ---------         ---------
                                                                                                              (in thousands)
<S>                                                                                                     <C>               <C>      
Current assets:
   Cash and cash equivalents                                                                            $   2,139         $   2,794
   Accounts  receivable,  net of allowance for doubtful  accounts of $93,000 and
     $265,000 at March 31, 1997 and December 31, 1997, respectively                                        10,719            12,304
   Inventories                                                                                             11,340            18,802
   Prepaid expenses and other current assets                                                                2,526             1,834
                                                                                                        ---------         ---------
       Total current assets                                                                                26,724            35,734
Property and equipment, net                                                                                25,402            26,563
Costs in excess of net assets acquired, net                                                                72,021            69,461
Intangible and other assets, net                                                                            8,675             8,018
                                                                                                        ---------         ---------
     Total                                                                                              $ 132,822         $ 139,776
                                                                                                        =========         =========


                                     LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
   Current portion of long-term liabilities                                                             $   1,991         $   2,345
   Accounts payable                                                                                         4,964             9,375
   Accrued expenses and other current liabilities                                                           5,067             8,884
                                                                                                        ---------         ---------
       Total  current liabilities                                                                          12,022            20,604
                                                                                                        ---------         ---------
Long term liabilities                                                                                     137,864           139,732
                                                                                                        ---------         ---------
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 shares issued and outstanding  (inclusive of
     3,011 shares  classified  as  redeemable  common stock)                                                2,204             2,204
     Nonvoting  common  stock - Class B, $.01 par value;  25,000 shares
     authorized, 3,321 shares issued and outstanding at March 31, 1997
     and 3,059 at December 31, 1997  (inclusive  of 2,162 shares classified
     as redeemable common stock)                                                                              805               623
Stockholders' notes receivable                                                                               (337)             (203)
Accumulated deficit                                                                                       (25,251)          (28,699)
                                                                                                        ---------         ---------
     Total stockholders' deficiency                                                                       (19,383)          (22,879)
                                                                                                        ---------         ---------
       Total                                                                                            $ 132,822         $ 139,776
                                                                                                        =========         =========

<FN>


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

                                                         1

<PAGE>


<TABLE>

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

<CAPTION>

                                                                    Three Months Ended                      Nine Months Ended
                                                              ---------------------------------       -----------------------------
                                                              December 31,         December 31,       December 31,      December 31,
                                                                 1996                 1997               1996                1997
                                                               ---------           ---------           ---------          ---------
                                                                      (in thousands)
<S>                                                            <C>                 <C>                 <C>                <C>      
Sales                                                          $  20,624           $  47,335           $  56,285          $ 138,683
Cost of sales                                                     18,063              40,660              48,115            116,448
                                                               ---------           ---------           ---------          ---------
   Gross profit                                                    2,561               6,675               8,170             22,235
Selling, general and administrative expenses                       1,536               4,503               4,105             12,789
                                                               ---------           ---------           ---------          ---------
   Income from operations                                          1,025               2,172               4,065              9,446
Interest expense                                                     823               4,332               2,543             12,894
                                                               ---------           ---------           ---------          ---------
   Income (loss) before income taxes                                 202              (2,160)              1,522             (3,448)
Provision for income taxes                                           252                --                   505               --   
                                                               ---------           ---------           ---------          ---------
Net income (loss)                                              $     (50)          $  (2,160)          $   1,017          $  (3,448)
                                                               =========           =========           =========          ========= 


<FN>

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

                                                         2

<PAGE>


<TABLE>

                                         CFP GROUP, INC. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 Nine Months Ended
                                                    (unaudited)

<CAPTION>

                                                                                                             Nine Months Ended
                                                                                                        ----------------------------
                                                                                                        Dec. 31,           Dec. 31,
                                                                                                          1996               1997
                                                                                                        --------           --------
                                                                                                              (in thousands)
<S>                                                                                                     <C>                <C>      
 Cash flows from operating activities:
  Net income (loss)                                                                                    $  1,017           $ (3,448)
   Adjustments to reconcile  net income (loss) to net cash provided by
     (used in) operating  activities:
     Depreciation  and  amortization                                                                       1,608              4,943
     Amortization  of deferred  financing costs and original issue discount                                  471                962
     Deferred income taxes                                                                                    83               --   
     Loss on sale of equipment                                                                              --                   15
     Changes in assets and liabilities:
       Accounts receivable                                                                                (1,509)            (1,585)
       Inventories                                                                                          (979)            (7,462)
       Prepaid expenses and other current liabilities                                                       (511)               697
       Income taxes receivables/payable                                                                      716               --   
       Accounts payable                                                                                     (103)             4,411
       Accrued expenses and other current liabilities                                                        (30)             3,811
                                                                                                        --------           --------
         Net cash provided by operating activities                                                           763              2,344
                                                                                                        --------           --------
Cash flows from investing activities:
   Acquisition of property and equipment                                                                  (1,146)            (4,258)
   Proceeds from sale of property and equipment                                                             --                1,137
   Other assets                                                                                              693               (435)
                                                                                                        --------           --------
         Net  cash  used in  investing  activities                                                          (453)            (3,556)
                                                                                                        --------           --------
Cash flows from financing activities:
   Borrowings under revolving loan facility                                                                9,860             15,000
   Repayment of revolving loan facilities                                                                 (5,525)           (12,500)
   Proceeds from issuance of long-term debt                                                                 --                  992
   Repayment of long-term debt and capitalized lease obligations                                          (1,884)            (1,270)
   Deferred financing costs                                                                                 --                 (308)
   Proceeds from sale of common stock                                                                       --                   15
   Collection of shareholder notes receivable                                                               --                    1
   Exercise of stock options                                                                                 101               --   
   Purchase of common stock                                                                                 (101)               (63)
                                                                                                        --------           --------
         Net cash provided by financing activities                                                         2,451              1,867
                                                                                                        --------           --------
Net  increase in cash                                                                                      2,761                655
Cash, beginning of period                                                                                    847              2,139
                                                                                                        --------           --------
Cash, end of period                                                                                     $  3,608           $  2,794
                                                                                                        ========           ========
Supplemental  disclosures of cash flow information:
  Cash paid during the period for:
     Interest                                                                                           $  2,408              8,328
     Income taxes                                                                                           --                 --   

<FN>

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

                                                             3

<PAGE>



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

NOTE 1: BASIS OF PRESENTATION

     The accompanying  unaudited consolidated financial statements of CFP Group,
Inc. and its  wholly-owned  subsidiaries  (the  "Company") have been prepared in
accordance with generally accepted  accounting  principles  ("GAAP") for interim
financial information and with the instructions for Form 10- Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes required by GAAP for complete financial statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
period are not  necessarily  indicative  of the results that may be expected for
the full fiscal year. The accompanying  financial statements include the results
of CFP Group,  Inc. ("CFP Group") and its wholly-owned  subsidiary CFP Holdings,
Inc. ("CFP Holdings"),  and CFP Holdings' wholly-owned  subsidiaries Custom Food
Products,  Inc. ("Custom Foods") and QF Acquisition Corp. ("Quality Foods"). For
further  information,  refer  to  the  information  included  in  the  Company's
Registration Statement on Form S-4 (the "Registration Statement") filed with the
Securities and Exchange Commission on June 27, 1997.

     The  Company's  fiscal  year  is the 52 or 53  week  period  ending  on the
Saturday  nearest to March 31. The  Company's  three month periods ended nearest
December 31, 1997 and 1996 were 13 week periods. For simplicity of presentation,
the Company has described the interim periods herein as ending on December 31.

NOTE 2: ACQUISITION

     CFP  Group  was  incorporated  on  November  26,  1996  and was  formed  to
recapitalize  CFP Holdings.  CFP Group and CFP Holdings are companies which have
no operations  or assets  separate from their  investments  in their  respective
subsidiaries.

     On December 31,  1996,  pursuant to a securities  purchase  agreement,  the
Company   acquired  all  of  the  equity   interests   in  Quality   Foods  (the
"Acquisition") for a total purchase price of $67.1 million which was composed of
(i) cash  payments  to the  sellers  of $64.0  million,  less a  purchase  price
adjustment refund received from sellers of $354,000,  (ii) the issuance of 2,162
shares of nonvoting  common  stock-Class  B valued at $1.5  million,  plus (iii)
acquisition  costs of $2.6 million less cash assumed of $600,000.  Funds for the
Acquisition,  the repayment of certain  existing  indebtedness,  and for working
capital were primarily  provided by $76.0 million in term loans, a $20.0 million
revolving  credit facility and $25.0 million of subordinated  bridge loans.  The
fair value of the assets  acquired  was $95.4  million,  the cash paid was $65.6
million,  the fair value of Common Stock issued was $1.5 million and liabilities
assumed or paid upon the Acquisition were $28.3 million.

NOTE 3: ISSUANCE OF SENIOR GUARANTEED NOTES

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

                                        4

<PAGE>



"Offering") of $115.0 million of 11 5/8% Senior  Guaranteed  Notes due 2004 (the
"Old Notes").  On July 7, 1997,  CFP Holdings  initiated an exchange  offer (the
"Exchange Offer") whereby all of the Old Notes were  subsequently  exchanged for
11 5/8% Series B Senior  Guaranteed  Notes due 2004 (the "Notes").  The terms of
the Notes are identical in all material  respects to the Old Notes,  except that
the notes have been registered under the Securities Act of 1933, as amended, and
therefore  do not bear  legends  restricting  their  transfer and do not contain
certain  provisions  providing  for the  payment  of  liquidated  damages to the
holders  of  the  Old  Notes  under  certain   circumstances   relating  to  the
registration of the Old Notes,  which provisions  terminated upon the initiation
of the  exchange  of the Old Notes for the Notes.  The Notes bear  interest at a
rate of 11 5/8% and mature on January 15,  2004.  The Notes are  unconditionally
guaranteed  on a senior  basis by  Quality  Foods,  Custom  Foods and CFP Group.
Interest  on the  Notes is  payable  semi-annually  on  January  15 and July 15,
effective July 15, 1997.

     Proceeds  from  the sale of the Old  Notes  were  used  (i) to repay  $66.0
million  principal  amount of term  loans,  (ii) to repay $25  million of bridge
notes,  (iii) to fund the payment of a $16 million cash  distribution to holders
of CFP Group's Class A Voting and Nonvoting Common Stock, and (iv) to repay $2.8
million of borrowings under a revolving credit facility.

NOTE 4: THE BANK CREDIT AGREEMENT

     Concurrent with the Acquisition,  CFP Group and CFP Holdings entered into a
Credit Agreement (the "Bank Credit  Agreement") with NationsBank of Texas,  N.A.
and certain other lenders,  which provided the Company with (i) a new 5 1/2 year
revolving credit facility (the "Revolving Credit Facility") under which up to an
aggregate  of  $20.0  million  (subject  to  borrowing  base) is  available  for
borrowing,  (ii) a 5 1/2 year $10.0 million term loan,  (iii) a 5 1/2 year $41.0
million  term  loan  and  (iv)  a 7 year  $25.0  million  term  loan.  Upon  the
consummation  of the Offering and the  application of the net proceeds  thereof,
the $41.0 million term loan and the $25.0 million term loan were repaid in full.
Borrowings and other  obligations under the Bank Credit Agreement are guaranteed
on a senior secured basis by CFP Group and by Custom Foods and Quality Foods and
are collateralized by substantially all of the assets of the Company.

     The  Revolving  Credit  Facility  matures  in June  2002.  Loans  under the
Revolving  Credit Facility  initially bear interest at a rate equal to 1.25% per
annum over the agent's base rate or 2.50% per annum over the Eurodollar Rate.

     The Credit Agreement was amended on August 4, 1997, retroactive to June 30,
1997,  and on February 5, 1998,  retroactive  to December 31, 1997,  in order to
adjust certain  financial  covenants and limitations  included in the Agreement.
The Company was in compliance with these covenants and limitations,  as amended,
at December 31, 1997.

                                        5

<PAGE>


NOTE 5: INVENTORIES
     Inventories consisted of the following:

                                                    March 31,       December 31,
                                                      1997               1997
                                                     -------           -------
Raw materials                                        $ 4,498           $ 5,729
Work-in-process                                        2,157             4,753
Finished goods                                         4,685             8,320
                                                     -------           -------
     Total                                           $11,340           $18,802
                                                     =======           =======


<TABLE>

NOTE 6: LONG-TERM OBLIGATIONS
<CAPTION>

                                                                                             March 31,     December 31,
                                                                                               1997           1997
                                                                                             ---------      ---------
<S>                                                                                          <C>            <C>      
Long-term obligations consisted of the following:
     Senior notes payable, interest at 11 5/8% payable semiannually,
         principal due January 2004                                                          $ 115,000      $ 115,000
     Term note payable to a bank, interest at a reference rate (8.5% at December
         31, 1997) plus 2% or Eurodollar rate (5.8% at December 31, 1997) plus
         3% payable semiannually, principal payable quarterly at $1.0 million
         increasing to $2.2 million with the remaining balance due in June 2002                 10,000          9,333
     Revolving loan payable to a bank, interest at a reference rate (8.5% at
         December 31, 1997) plus 1.25% or Eurodollar rate (5.8% at December 31,
         1997) plus 2.5% payable quarterly, expires June 2002                                      500          3,000
     Debt assumed in connection with the acquisition of Quality Foods:
         Revenue bond payable to a government financing authority, interest at a
              reference rate (5.8% at December 31, 1997) not to exceed 18%
              payable monthly, principal payable annually at $100,000 increasing
              to $400,000 through December 2014                                                  4,300          4,300
         Notespayable to a  government  agency,  interest  at 2%,  payable  with
              principal monthly through April 2012, collateralized in a second
              position on the Company's Philadelphia facility                                    2,154          2,013
         Note payable to a government  agency,  interest at 0.5% payable monthly
              beginning April 1999 through October 2005, principal and interest
              payable inequal monthly installments from November 2005 through
              April 2010, collateralized in a shared third position on the
              Company's Philadelphia facility                                                    1,000          1,000
         Notespayable to a government agency,  interest at 5.25% payable monthly
              with principal  through February 2012,  collateralized in a shared
              third position on the company's Philadelphia facility                                747            722
     Capital lease obligations payable in varying monthly  installments  through
         2019,  collateralized  by buildings and equipment with a net book value
         of $6,042,000 and $6,473,000,  at March 31, 1997, and December 31, 1997
         respectively                                                                            6,154          6,709
                                                                                             ---------      ---------
Total                                                                                          139,855        142,077
Less current portion                                                                            (1,991)        (2,345)
                                                                                             ---------      ---------
Long-term debt                                                                               $ 137,864      $ 139,732
                                                                                             =========      =========

</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 December 31, 1997 compared to three months ended December 31,
1996.

     Net Sales.  Net sales increased to $47.3 million for the three month period
ended  December 31, 1997 from $20.6  million for the period  ended  December 31,
1996.  Approximately $22.5 million of this $26.7 million increase was due to the
inclusion of Quality Foods' sales subsequent to the Acquisition. Sales of Custom
Foods'  value-added  products increased $2.5 million over the three months ended
December  31,  1996,  principally  as a  result  of  increased  sales to new and
existing customers.  Further,  net sales to Arby's increased $1.7 million during
this period as a result of formula pricing during a period of rising meat costs.
Total pounds sold by the company  increased to 27.9 million pounds for the three
months ended  December  31, 1997 from 16.3  million  pounds for the three months
ended  December 31, 1996.  Pounds sold  increased  primarily  due to the Quality
Foods'  results  being  included  and  the  increased  sales  of  Custom  Foods'
value-added products. Pounds sold to Arby's decreased during the period due to a
decrease  in demand  from  Arby's,  partially  as a result of fewer  promotional
activities.  The net sales  price  increased  to $1.70 per pound  from $1.26 per
pound primarily as a result of Quality Foods' sales which are sold at higher per
pound prices than sales to Custom Foods' customers.

     Gross Profit.  Gross profit  increased to $6.7 million for the three months
ended  December 31, 1997 from $2.6  million for the three months ended  December
31, 1996.  Approximately  $3.1 million of this $4.1 million  increase was due to
the inclusion of Quality Foods' results subsequent to the Acquisition,  with the
remainder  of the  increase  being  due to  increased  sales  of  Custom  Foods'
value-added  products.  The gross margin increased to 14.1% for the three months
ended December 31, 1997 from 12.4% for the three months ended December 31, 1996.
The  increase  in gross  margin as a percent of sales was  primarily  due to the
Quality  Foods' results being included as well as a change in mix at Custom Food
Products towards higher margin value-added products.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  increased  to $4.5  million for the three months ended
December  31, 1997 from $1.5  million for the three  months  ended  December 31,
1996.  Approximately  $2.1 million of this $3.0 million  increase was due to the
inclusion of Quality Foods' results subsequent to the Acquisition.  In addition,
approximately  $800,000  of the  increase is  attributable  to  amortization  of
goodwill related to the Acquisition.

     Income from  Operations.  Income from operations  increased to $2.2 million
for the three  months  ended  December  31, 1997 from $1.0 million for the three
months ended December 31, 1996. The

                                        7

<PAGE>`



increase of $1.2 million is  primarily  due to the  inclusion of Quality  Foods'
results  subsequent  to the  Acquisition  as well as the other  items  discussed
above.

     Interest Expense.  Interest expense increased to $4.3 million for the three
months ended  December 31, 1997  compared to $823,000 for the three months ended
December  31, 1996,  primarily  attributable  to the  Offering and  indebtedness
incurred to finance the Acquisition.

     Provision  for Income Taxes.  Provision for income taxes  decreased to zero
for the three months ended  December 31, 1997 from $252,000 for the three months
ended  December 31, 1996.  For the three  months  ended  December 31, 1997,  the
expected  income tax  benefit  based on the  statutory  rate was reduced to zero
because the company provided a valuation allowance related to its' net operating
loss carryforwards.

     Net Loss.  A net loss of $2.2  million was  incurred  for the three  months
ended  December 31, 1997 versus a net loss of $50,000 for the three months ended
December 31 1996 due to the net impact of the foregoing items.

Nine months ended  December 31, 1997 compared to nine months ended  December 31,
1996.

     Net Sales.  Net sales increased to $138.7 million for the nine month period
ended  December  31,  1997 from $56.3  million for the nine month  period  ended
December 31, 1996.  Approximately  $65.3 million of this $82.4 million  increase
was due to the inclusion of Quality Foods' sales  subsequent to the Acquisition.
Sales of Custom Foods' value-added products increased $9.7 million over the nine
months ended December 31 1996, principally as a result of increased sales to new
and existing  customers.  Further,  net sales to Arby's  increased  $7.4 million
during this period as a result of  increases  in sales to several  Eastern  U.S.
markets pursuant to the new three-year contract, and also as a result of formula
based pricing in a period of rising meat costs. Total pounds sold by the company
increased  to 81.2 million  pounds for the nine months  ended  December 31, 1997
from 44.1  million  pounds for the nine months ended  December 31, 1996.  Pounds
sold  increased  primarily due to the Quality  Foods' results being included and
the increased sales of Custom Foods' value-added  products.  The net sales price
increased  to $1.71 per pound  from  $1.28  per pound  primarily  as a result of
Quality  Foods'  sales  which are sold at higher per pound  prices than sales to
Custom Foods' customers.

     Gross Profit.  Gross profit  increased to $22.2 million for the nine months
ended December 31, 1997 from $8.2 million for the nine months ended December 31,
1996.  Approximately $11.1 million of this $14.0 million increase was due to the
inclusion of Quality  Foods'  results  subsequent to the  Acquisition,  with the
remainder  of the increase  being  primarily  due to  increased  sales of Custom
Foods'  value-added  products.  The gross margin increased to 16.0% for the nine
months ended December 31, 1997 from 14.5% for the nine months ended December 31,
1996.  The increase in gross margin as a percent of sales was  primarily  due to
the Quality Foods' results being included.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  increased  to $12.8  million for the nine months ended
December 31, 1997 from $4.1 million for the nine months ended December 31, 1996.
Approximately  $5.9  million  of  this  $8.7  million  increase  was  due to the
inclusion of Quality Foods' results subsequent to the Acquisition.  In addition,
approximately $2.4

                                        8

<PAGE>



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

     Income from  Operations.  Income from operations  increased to $9.4 million
for the nine  months  ended  December  31,  1997 from $4.1  million for the nine
months ended December 31, 1996. The increase of $5.3 million is exclusively  due
to the inclusion of Quality Foods' results subsequent to the Acquisition as well
as the other items discussed above.

     Interest Expense.  Interest expense increased to $12.9 million for the nine
months  ended  December  31, 1997  compared to $2.5  million for the nine months
ended December 31, 1996, primarily attributable to the Offering and indebtedness
incurred to finance the Acquisition.

     Provision  for Income Taxes.  Provision for income taxes  decreased to zero
for the nine months ended  December  31, 1997 from  $505,000 for the nine months
ended  December 31,  1996.  For the nine months  ended  December  31, 1997,  the
expected  income tax  benefit  based on the  statutory  rate was reduced to zero
because the company provided a valuation allowance related to its' net operating
loss carryforwards.

     Net Loss. A net loss of $3.4 million was incurred for the nine months ended
December  31, 1997 versus a net income of $1.0 million for the nine months ended
December 31, 1996 due to the net impact of the foregoing items.


Liquidity and Financial Resources

     The  Acquisition  has  had  a  major  impact  on  the  Company's  financial
condition.  The Company's total consolidated  indebtedness was $142.1 million at
December 31, 1997.  Interest payments on the Notes and anticipated  interest and
principal  payments  under the Bank  Credit  Agreement  represent  significantly
increased  obligations of the Company.  The Notes require  semi-annual  interest
payments which commenced July 1997.  Borrowings  under the Bank Credit Agreement
bear interest at floating rates and require  quarterly  interest  payments.  The
Bank Credit  Agreement  provides the Company with (i) a $10.0 million Term Loan,
which  requires  a $1.4  million  principal  repayment  in fiscal  year 1998 and
increasing  principal repayments in later years, and matures in 2002, and (ii) a
Revolving  Credit  Facility of $20.0  million with $3.0 million  outstanding  at
December 31, 1997.  Approximately  $6.2 million of the Revolving Credit Facility
is reserved to provide letters of credit supporting the industrial  revenue bond
issue  with  respect  to  Quality   Foods'   Philadelphia   facility  and  other
obligations.

     The Company's  primary  sources of liquidity are cash flows from operations
and  borrowings  under the  Revolving  Credit  Facility.  At  December  31, 1997
approximately  $10.8 million was available to the Company for  borrowings  under
the Revolving  Credit  Facility,  subject to inventory  and accounts  receivable
levels. The Company anticipates that its working capital  requirements,  capital
expenditures  and debt service  requirements  for the next twelve months will be
satisfied through a combination of cash flow from operations and funds available
under the Revolving Credit Facility.

     As  previously  announced,  the  Company  has  signed a letter of intent to
acquire a value-added beef processing  company for a proposed  purchase price of
less than $15 million. The Company plans to

                                        9

<PAGE>



finance the  transaction  with the proceeds  from an equity  offering.  However,
there can be no assurance that such acquisition shall actually occur or that the
company will be able to secure financing for such transactions.

Forward Looking Statements

This report includes "forward looking  statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and section 21E of the Securities
Exchange  Act of 1934,  as  amended.  Although  the  Company  believes  that the
expectations reflected in such forward-looking statements are reasonable, it can
give no  assurance  that such  expectations  will  prove to have  been  correct.
Important  factors that could cause actual results to differ materially from the
Company's expectations  ("Cautionary Statements") are disclosed in the Company's
Registration  Statement filed with the Securities and Exchange  Commission,  and
incorporated  herein by reference,  in this filing.  All subsequent  written and
oral forward-looking statements attributable to the Company or persons acting on
its  behalf  are  expressly  qualified  in  their  entirety  by  the  Cautionary
Statements.

                                       10

<PAGE>



Part II       Other Information

Item 6.       Exhibits and Reports on Form 8-K

              No reports on Form 8-K have been filed  during the  quarter  ended
              December 31, 1997. Reference is made to the Company's Registration
              Statement and the exhibits filed therewith.
              The exhibits filed as part of this form are listed below:



Exhibit No.       Description
-----------       -----------
10.1              The  Second  Amendment  and  limited  waiver  to  amended  and
                  restated  credit  agreement dated as of February 5, 1998 among
                  CFP   Holdings,   Inc.,   CFP  Group,   Inc.,   the  financial
                  institutions   listed   on  the   signature   pages   therein,
                  NationsBank of Texas, N.A., as administrative  agent and Fleet
                  National Bank, as documentation agent.

27                Financial Data Schedule




                                       11

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                                              CFP Group, Inc.  
                                                           CFP Holdings, Inc.  
                                                   Custom Food Products, Inc.  
                                                         QF Acquisition Corp.  
                                                 

February 9, 1998                                    /s/ Eric W. Ek
                                                 ------------------------------
                                                 Eric W. Ek
                                                 Vice President,
                                                    Chief Financial Officer and
                                                    Secretary of CFP Group, Inc.
                                                    And CFP Holdings, Inc. and
                                                    its subsidiaries





<PAGE>



Exhibit Index

The following Exhibits are filed as part of this report:

Exhibit No.       Description
-----------       -----------
10.1              The  Second  Amendment  and  limited  waiver  to  amended  and
                  restated  credit  agreement dated as of February 5, 1998 among
                  CFP   Holdings,   Inc.,   CFP  Group,   Inc.,   the  financial
                  institutions   listed   on  the   signature   pages   therein,
                  NationsBank of Texas, N.A., as administrative  agent and Fleet
                  National Bank, as documentation agent.

27                Financial Data Schedule