<TABLE>
                              SECURITIES AND EXCHANGE COMMISSION
                                    WASHINGTON, D.C. 20549

                                           FORM 10-Q
<CAPTION>
<S>         <C>                                  <C>                         <C>
(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, 2000

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

                                for the transition period from

                                     ________ to ________

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

                                   -------------------------
                                      CFP HOLDINGS, INC.

                    (Exact Name of Registrant as Specified in Its Charter)

            Delaware                             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)

                                           QFAC, LLC
                    (Exact Name of Registrant as Specified in Its Charter)
            Delaware                             2013                        23-2999998
(State or Other Jurisdiction of      (Primary Standard Industrial         (I.R.S. Employer
 Incorporation or Organization)       Classification Code Number)       Identification Number)

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

                                        5501 Tabor Road
                                    Philadelphia, PA 19120
           (Address, Including Zip Code of Registrant's Principal Executive Offices)

                                         215-288-0888
                     (Registrant's telephone number, including area code)

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

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

                            [X] YES                      [ ] NO

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


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

</TABLE>

<PAGE>

<TABLE>
                        CFP Group, Inc. and Subsidiaries

                                    FORM 10-Q

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

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


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


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


                   Notes to Consolidated Financial Statements                             6


          Item 2.  Management's Discussion and Analysis of                               10
                         Financial Condition and Results of Operations

          Item 3.  Quantitative and Qualitative Disclosures about market risk            15

Part II.  Other Information

          Item 6.  Exhibits and Reports on Form 8-K                                      16

Signatures                                                                               17

Exhibit Index
</TABLE>

                                              2

<PAGE>

Part I   Financial Information
         Item 1. Financial Statements
<TABLE>
                                              CFP GROUP, INC. AND SUBSIDIARIES
                                                 CONSOLIDATED BALANCE SHEETS
                                              (In Thousand, Except Share Data)
                                                         (UNAUDITED)
                                                           ASSETS
<CAPTION>
                                                                                            March 31,     September 30,
                                                                                              2000            2000
                                                                                       ------------------------------------
<S>                                                                                           <C>              <C>
Current assets:
        Cash and cash equivalents                                                             $      606       $     1,052
        Accounts receivable, net of allowance for doubtful accounts of $782,000 and
            $269,000 at March 31, 2000 and September 30, 2000, respectively                       23,578            18,817
        Inventories                                                                               23,897            22,601
        Prepaid expenses and other current assets                                                    412             1,478
                                                                                       ------------------------------------
            Total current assets                                                                  48,493            43,948
        Property and equipment, net                                                               33,465            32,828
        Costs in excess of net assets acquired, net                                               62,022            60,309
        Intangible and other assets, net                                                           4,172             3,586
                                                                                       ------------------------------------
            Total                                                                             $  148,152       $   140,671
                                                                                       ====================================


                                          LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
        Current portion of long-term debt                                                     $    1,043       $     1,507
        Accounts payable                                                                          11,923            10,157
        Accrued expenses and other current liabilities                                             5,291             5,175
                                                                                       ------------------------------------
Total current liabilities                                                                         18,257            16,839
                                                                                       ------------------------------------
Long term debt                                                                                   156,890           164,875
                                                                                       ------------------------------------
Commitments and contingencies
Redeemable common stock                                                                            1,839             1,839
                                                                                       ------------------------------------
Stockholders' deficiency:
        Preferred stock, $.01 par value; 6,472 shares authorized, none issued and
        outstanding
        Voting common stock - Class A, $.01 par value; 100,000 shares authorized,                  3,196             3,196
            14,705 shares issued and outstanding
        Nonvoting common stock - Class A, $.01 par value; 25,000 shares authorized,                2,330             2,280
            9,959 and 9,859 (inclusive of 1,350 shares classified as redeemable
            common stock) shares issued and outstanding at March 31, 2000 and
            September 30, 2000, respectively
        Nonvoting common stock - Class B, $.01 par value; 25,000 shares authorized,                  912               918
            3,865 and 3,886 shares (inclusive of 2,162 shares classified as
            redeemable common stock) shares issued and outstanding at March 31, 2000
            and September 30, 2000, respectively
        Stockholders' notes receivable                                                              (637)             (635)
        Accumulated deficit                                                                      (34,635)          (48,641)
                                                                                       ------------------------------------
        Total stockholders' deficiency                                                           (28,834)          (42,882)
                                                                                       ------------------------------------
            Total                                                                             $  148,152       $   140,671
                                                                                       ====================================

<FN>
                                 See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                                            3

<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,
                                                          1999             2000            1999               2000
                                                          ----             ----            ----               ----
<S>                                                 <C>                   <C>          <C>               <C>
Sales                                               $      51,206     $    51,765      $     98,679      $   102,141

Cost of sales                                              41,730          52,241            80,032           97,012
                                                    -------------     -----------      ------------      -----------
Gross profit (loss)                                         9,476          (2,476)           18,647            5,129

Selling, general and administrative expenses                4,357           5,045             8,952            9,524
                                                    -------------     -----------      ------------      -----------
Income (loss) from operations                               5,119          (7,521)            9,695           (4,395)

Interest expense                                            4,484           4,724             8,822            9,529
                                                    -------------     -----------      ------------      -----------
Income (loss) before provision for income taxes               635         (12,245)              873          (13,934)

Provision for income taxes                                     55               6                77               82
                                                    -------------     -----------      ------------      -----------
Net income (loss)                                   $         580     $   (12,251)     $        796      $   (14,006)
                                                    =============     ===========      ============      ===========

<FN>
                                 See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                                              4

<PAGE>

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

                                                                                           Six Months Ended
                                                                                      Sept. 30,      Sept. 30,
                                                                                         1999           2000
                                                                                         ----           ----
<S>                                                                                      <C>           <C>
Cash flows from operating activities:
   Net income (loss)                                                                     $    796      $(14,006)
   Adjustments to reconcile net (loss) income to net cash provided by operating
   activities:
   Depreciation and amortization                                                            3,663         4,313
   Amortization of deferred financing costs and original issue discount                       597           592
   Changes in assets and liabilities:
     Accounts receivable                                                                   (1,180)        4,761
     Inventories                                                                           (5,546)        1,296
     Prepaid expenses and other current assets                                               (439)       (1,067)
     Accounts payable                                                                      (1,935)       (1,768)
     Accrued expenses and other current liabilities                                        (2,151)         (114)
                                                                                     ------------- -------------
       Net cash provided by (used in) operating activities                                 (6,195)       (5,993)
                                                                                     ------------- -------------

Cash flows from investing activities:
   Acquisition of property and equipment                                                   (3,870)       (1,962)
   Other assets                                                                             1,021            (5)
                                                                                     ------------- -------------
       Net cash used in investing activities                                               (2,849)       (1,967)
                                                                                     ------------- -------------

Cash flows from financing activities:
   Borrowings under revolving loan facility                                                34,515       112,322
   Repayment of revolving loan facilities                                                 (25,985)     (105,596)
   Proceeds from issuance of long-term debt                                                     -         2,603
   Repayment of long-term debt and capitalized lease obligations                             (497)         (881)
   Proceeds from sale of common stock                                                           -             6
   Collection of shareholder notes receivable                                                  98             2
   Purchase of common stock                                                                  (193)          (50)
                                                                                     ------------- -------------
       Net cash provided by financing activities                                            7,938         8,406
                                                                                     ------------- -------------
Net increase (decrease) in cash                                                            (1,106)          446
Cash, beginning of period                                                                   1,820           606
                                                                                     ------------- -------------
Cash, end of period                                                                      $    714      $  1,052
                                                                                     ============= =============

Supplemental disclosure of cash flow information:
   Cash paid during the period for:

     Interest                                                                            $  8,245      $  8,910
     Income taxes                                                                        $    401      $     96

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

                                                              5

<PAGE>

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

NOTE 1:  BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements of CFP Group, Inc.
and its  wholly  owned  subsidiaries  (the  "Company")  have  been  prepared  in
accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X.
Accordingly,  they do not include all of the information and footnotes  required
by GAAP for complete  financial  statements.  In the opinion of management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been included,  including  variances  identified in the
tracking of  inventory  at both  internal  and outside  locations.  (See Note 7)
Operating  results for the period are not necessarily  indicative of the results
that may be  expected  for the full  fiscal  year.  The  accompanying  financial
statements  include the results of CFP Group,  Inc. ("CFP Group") and its wholly
owned subsidiary CFP Holdings,  Inc. ("CFP Holdings"),  and CFP Holdings' wholly
owned  subsidiaries  Custom Food Products,  Inc. ("Custom Foods") and QFAC, LLC.
("Quality  Foods").  The consolidated  financial  statements as presented herein
should be read in conjunction  with the  consolidated  financial  statements and
notes  thereto  included  in the  Company's  Annual  Report on Form 10-K for the
fiscal year ended March 31, 2000. (the "Form 10-K")

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

NOTE 2:  DEBT COVENANT

The Company incurred  substantial  indebtedness in connection with the financing
of the acquisition of Quality Foods and is highly leveraged. As of September 30,
2000 the  Company had total  consolidated  indebtedness  (including  capitalized
lease   obligations)  of  approximately   $166.4  million  and  a  stockholders'
deficiency of $42.5 million.  The outstanding  debt primarily  relates to $115.0
million  outstanding  principal  amount of  11.625%  Senior  Notes due 2004 (the
"Senior Notes") and borrowings under a $45.0 million loan and security agreement
(the "Credit  Facility"),  referenced in the Form 10-K. During the quarter ended
September 30, 2000, the Company was not in compliance  with respect to leverage,
availability and certain other covenants associated with the Credit Facility. In
addition,  the Company is in violation with respect to covenants associated with
its Capital  Lease  Agreement  with CIT (Capital  Lease  Agreement.)  Company is
required  to make an  interest  payment on the Senior  Notes of $6.7  million in
January and July each year. The Company is


                                       6

<PAGE>

         currently in discussions with its lenders and equity partners regarding
future cash requirements and current covenant  violations.  Based on discussions
with the leaders under its Senior Credit  Facility and lenders under its Capital
Lease Agreement,  the Company has been granted a temporary  waiver.  The Company
continues  to work with its lenders to finalize  and execute  documentation  for
long term waivers of  non-compliance.  Failure to resolve liquidity issues could
have a material adverse effect on the future operational results of the Company.

The Company's ability to make scheduled payments of interest or to refinance its
indebtedness  will depend on its future  operating  performance  and cash flows,
which are subject to prevailing  economic  conditions,  prevailing interest rate
levels, and financial,  competitive,  business and other factors,  many of which
are beyond its control,  as well as the  availability  of  borrowings  under the
Credit  Facility or successor  facilities.  If the Company is unable to generate
sufficient cash flows from operations in the future to service its indebtedness,
it will be required to refinance all or a portion of its existing  indebtedness,
or  to  obtain   additional   financing,   or  to  obtain  further   waivers  of
non-compliance   with  its  existing   lenders,   or  obtain  additional  equity
investment.  There  can be no  assurance  that  any  such  refinancing  would be
possible or that any additional debt or equity financing could be obtained.  The
inability to make  scheduled  interest  payments,  refinance its debt, or obtain
additional financing would have a material adverse effect on the Company.

NOTE 3:  NEW ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial  Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting for
Derivative  Instruments and Hedging  Activities." As amended by SFAS No. 137 and
SFAS No. 138, SFAS No. 133 is effective for financial  statements issued for all
fiscal  years  beginning  after  June  15,  2000.  SFAS  No.  133  requires  all
derivatives to be recorded on the balance sheet at fair value. The Company is in
the process of  evaluating  the effect that this new  standard  will have on its
financial statements.

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

NOTE 4:  INVENTORIES

     Inventories consisted of the following:

                                                March 31,        September 30,
                                                  2000                2000
                                                       (In Thousands)
                                          -------------------------------------
          Raw materials                          $   8,279            $  8,152
          Work-in-process                            5,602               3,936
          Finished goods                            10,384              12,982
                                          ----------------- -------------------
                Total                               24,265              25,070
          Reserve                                     (368)             (2,469)
                                          ----------------- -------------------
          Inventories, net                       $  23,897            $ 22,601
                                          ================= ===================


                                       7

<PAGE>


NOTE 5:  LONG-TERM OBLIGATIONS
<TABLE>
Long-term obligations consisted of the following:
<CAPTION>
                                                                                        March 31,        September 30,
                                                                                           2000              2000
                                                                                     ------------------------------------
                                                                                               (In Thousands)
<S>                                                                                    <C>                <C>
Senior notes payable, interest at 11.625% payable semiannually, principal due          $   115,000        $   115,000
   January 2004

Term note  payable to a bank,  interest at a reference  rate (9.25% at September
   30, 2000) or Eurodollar rate (6.44% at September 30, 2000) plus 2.25%,
   interest payable monthly, principal payable on May 1, 2002                               10,000             10,000

Revolving loan payable to a bank, interest at a reference rate (9.25% at
   September 30, 2000) or Eurodollar rate (6.44% at September 30, 2000) plus
   2.25%, interest payable monthly, expires May 1, 2002                                     17,815             24,541

Term note payable to a bank, interest at a reference rate (9.25% at September
   30,  2000) or  Eurodollar  rate  (6.44% at  September  30,  2000) plus 2.25%,
   interest payable monthly, principal quarterly at $89,285.72, principal
   payable January through February 2006                                                     2,143              1,571

Revenue bond payable to a government financing authority, interest at a
   reference  rate  (6.75% at  September  30,  2000) not to exceed  18%  payable
   monthly, principal payable annually at $100,000 increasing to $400,000
   through December 2014                                                                     3,952              3,952

   Notes payable to a government agency, interest at 2%, payable monthly
     through April 2012, collateralized in a second position on the Company's
     Philadelphia facility                                                                   1,433              1,396

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

   Notes payable to a government agency, interest at 5.25% payable monthly with
     principal through March 2012, collateralized in a shared first position on
     the Company's Philadelphia facility.                                                      640                620

   Notes payable to a government agency, interest at 2%, payable with principal
     monthly through April 2001                                                                104                 61

Capital lease obligations payable in varying monthly installments through 2021,
   collateralized by buildings and equipment.                                                5,846              8,240
                                                                                  ----------------- ------------------
Total                                                                                      157,933            166,382
Less current portion                                                                        (1,043)            (1,507)
                                                                                  ----------------- ------------------
Long-term debt                                                                         $   156,890        $   164,875
                                                                                  ================= ==================

</TABLE>

NOTE 6:  SEGMENT INFORMATION


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


                                       8

<PAGE>

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

                                                  Custom         Quality      Corporate
                                                   Foods          Foods       and Other     Eliminations        Total
                                                  -------       --------      ----------    ------------       -------

<S>                                               <C>           <C>            <C>            <C>             <C>
Net sales to external customers                   $24,775       $ 26,990                                      $ 51,765
Interest expense                                      225            154       $  4,345                          4,724
Depreciation and amortization expense                 368          1,768             71                          2,207
Segment income (loss) from operations               2,544         (9,906)          (159)                        (7,521)
Long-lived assets                                  32,063         76,330        108,458       $(120,129)        96,722
Total segments assets                              47,498        104,805        108,497        (120,129)       140,671
Capital expenditures                                   88            658                                           746


                                                              Three Months Ended September 30, 1999
                                                                          (In Thousands)

                                                  Custom         Quality      Corporate
                                                   Foods          Foods       and Other     Eliminations        Total
                                                  -------       --------      ----------    ------------       -------
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 income (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


                                                               Six Months Ended September 30, 2000
                                                                          (In Thousands)

                                                  Custom         Quality      Corporate
                                                   Foods          Foods       and Other     Eliminations        Total
                                                  -------       --------      ----------    ------------       -------
Net sales to external customers                   $50,071       $ 52,070                                      $102,141
Interest expense                                      505            306       $  8,718                          9,529
Depreciation and amortization expense                 674          3,533            142                          4,349
Segment income (loss) from operations               5,416         (9,493)          (318)                        (4,395)
Long-lived assets                                  32,063         76,330        108,458       $(120,129)        96,722
Total segments assets                              47,498        104,805        108,497        (120,129)       140,671
Capital expenditures                                  318          1,644                                         1,962


                                                               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 income (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

</TABLE>

                                                         9

<PAGE>

Note 7: INVENTORY ADJUSTMENTS

The  Company in an effort to  increase  efficiency  in  operations  continuously
evaluates procedures. As the Company began the implementation of new information
systems,   standard  testing  of  system  accuracy  began  to  show  significant
operational yield differences.  Through these processes,  the Company identified
differences between its perpetual inventory and physical inventory.  The Company
has  recorded a $7.5  million  one-time  charge,  comprised  of $5.2  million in
perpetual  inventory  adjustments  and a $2.3  million  adjustment  to inventory
reserves  and  determined  its  causes as  follows:  i)  increased  usage of raw
material  and  work in  process,  due to  variations  in  manufacturing  process
specifications,  ii) an  under  reporting  of raw  material  usage  resulted  in
differences  between the perpetual and physical  inventories,  and iii) improper
handling and rotation of both raw materials and finished  goods. In an effort to
contain  the  situation  and reduce  the risk of future  exposure,  the  Company
performed  complete  inventory tests of all facilities,  implemented new systems
and controls for daily tracking of inventory, as well as created a new logistics
department separate from operations to control and monitor the process.

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

The  following  discussion  should  be read in  conjunction  with the  Company's
Condensed Consolidated Financial Statements and Notes thereto included herein.

With the exception of the reported  actual results,  the  information  presented
herein  contains  predictions,  estimates and other  forward-looking  statements
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Such forward-looking  statements involve
known and unknown risks,  uncertainties  and other factors that may cause actual
results,  performance, and achievements of the Company to differ materially from
those  expressed  or implied by such  forward-looking  statements.  Although the
Company  believes  its plans,  intentions  and  expectations  reflected  in such
forward-looking  statements are based on reasonable assumptions,  it can give no
assurance  that such plan,  intentions,  expectations,  objects or goals will be
achieved. Important factors that could cause actual results to differ materially
from  those  included  in the  forward-looking  statements  include  but are not
limited to those set forth in the Company's Form 10-K Annual Report for the year
ended March 31,  2000 and Form 10-Q  Quarterly  Report for the first  quarter of
fiscal year 2001.

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.

         During the period, the Company identified  variances in the tracking of
inventory at both internal and outside  locations.  The Company  recorded a $7.5
million one-time charge and determined its causes as follows: i) increased usage
of raw material and work in process, due to


                                       10

<PAGE>

variations in manufacturing  process  specifications,  ii) an under reporting of
raw material usage  resulted in  differences  between the perpetual and physical
inventories,  and iii) improper  handling and rotation of both raw materials and
finished goods.

Results of Operations

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

         Net Sales.  Net sales increased by $.6 million or 1.1% to $51.8 million
for the  three-month  period ended September 30, 2000 from $51.2 million for the
same period in 1999. The increase in net sales dollars is directly correlated to
the increase in pounds sold.  Total pounds sold for the quarter,  increased  0.8
million or 2.6% to 31.8  million  pounds  compared  to the prior  period of 31.0
million pounds.  The increase in pounds sold and  consequently  sales dollars is
predominately  due to growth in the Company's  Arby's business line,  increasing
1.1 million  pounds and $1.5 million in net sales dollars in the current  period
versus the same period ended 1999.  The Company also has  experienced  growth in
its  pre-cooked  product  line.  In  addition,  net sales in the  quarter  ended
September 30, 2000 were reduced by $650,000 of additional sales allowances.  The
Company, in evaluating outstanding accounts receivable balances, determined that
reserve balances were not sufficient to support  outstanding  customer discounts
taken under standard sales terms.  The adjustment was taken against sales as the
Company  continues  to  do  business  with  these  customers.  The  Company  has
implemented  procedures to evaluate  customer  deductions on an ongoing basis to
reduce  the  risk  of  future  exposures.  The net  sales  price  excluding  the
above-mentioned  sales adjustment  remained  constant at an average of $1.65 per
pound in comparing  the quarter ended  September  30, 2000 versus  September 30,
1999. The Company continues to develop new products and formulas in an effort to
better serve customers and remain at the forefront of competition.

         Gross Profit/ (Loss). Gross profit decreased to a $2.5 million loss for
the three months ended September 30, 2000 from a gross profit of $9.5 million or
18.5% of net sales for the three months ended  September 30, 1999.  The loss for
the current  period is the result of a one-time  adjustment to inventory of $7.5
million comprised of $5.2 million in perpetual inventory  adjustments and a $2.3
million  adjustment  to  inventory  reserves.  During the current  quarter,  the
Company  identified  variances in the tracking of inventory at both internal and
outside locations.  The Company recorded a total $7.5 million one-time inventory
charge and determined its causes as follows:  i) increased usage of raw material
and work in process, due to variations in manufacturing process  specifications,
ii) an under reporting of raw material usage resulted in differences between the
perpetual and physical  inventories,  and iii) improper handling and rotation of
both raw materials and finished goods. In an effort to rectify the situation and
reduce the risk of future exposure,  the Company  performed  complete  inventory
tests of all facilities, implemented new systems and controls for daily tracking
of inventory, created a new logistics department separate


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<PAGE>

from operations to control and monitor the process. In addition,  the Company is
currently  implementing policies and procedures as a result of work performed by
New York Consulting Partners.

Excluding the inventory adjustment,  the decrease in gross profit is a result of
higher raw material  costs  associated  with meat  purchases.  Anticipating  the
increase in raw material cost, the Company  instituted  sales price increases in
the first  quarter of the  current  fiscal  year.  Management  expects  the full
benefit being  realized in the 3rd and 4th quarters of the current  fiscal year.
The increase in sales of the Arby's product line, a lower margin  product,  also
reduced gross profit.  In  conjunction  with increased  demand for product,  the
Company has  experienced  higher  overtime and labor costs,  which reduced gross
profit for the current period.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses  increased  to $5.0  million for the three months ended
September  30, 2000 from $4.4 million for the three months ended  September  30,
1999.  The  increase is due  primarily to $427,000 in  professional  fees in the
current quarter pertaining to New York Consulting Partners.

         Income (Loss) from  Operations.  Income from operations  decreased to a
loss of $7.5 million for the  three-month  period ended  September 30, 2000 from
income  from  operations  of $5.1  million  for  the  three-month  period  ended
September  30,  1999.  The  decrease is directly  related to the increase in raw
material  costs and sales volume mix,  coupled  with the $7.5 million  inventory
adjustment  and  additional   sales   allowances  of  $650,000,   and  increased
professional fees of $427,000.

         Interest Expense.  Interest expense increased  slightly to $4.7 million
for the  three-month  period ended  September 30, 2000 from $4.5 million for the
three-month  period ended  September 30, 1999.  The increase is primarily due to
increased borrowings under the Company's revolving credit facility.

         Provision for Income Taxes. Provision for income taxes remained minimal
at $6,000 for the quarter  ended  September 30, 2000 compared to $55,000 for the
quarter ended September 30, 1999, relates to state income taxes.

         Net (Loss)  Income.  A net loss of $12.3  million was  incurred for the
three  months  ended  September  30, 2000 versus net income of $580,000  for the
three months ended  September 30, 1999.  The net loss for the period is directly
related to the  decrease in gross  margin,  as a result of  inventory  and sales
adjustments  and higher raw material  costs,  coupled with the increases in SG&A
and interest costs.

Six months ended  September 30, 2000 compared to six months ended  September 30,
1999.

         Net  Sales.  Net  sales  increased  by $3.5  million  or 3.5% to $102.1
million for the six-month period ended September 30, 2000 from $98.7 million for
the same  period  in  1999.  The  increase  in net  sales  dollars  is  directly
correlated to the increase in pounds sold.  Total pounds sold for the six months
increased  3.3  million or 5.5% to 62.6  million  pounds  compared  to the prior
period of 59.3  million  pounds.  The  increase in pounds sold and  consequently
sales dollars is  predominately  due to growth in the Company's  Arby's business
line, increasing 3.6 million pounds and $4.9 million in net sales dollars in the
current  period  versus  the  same  period  ended  1999.  The  Company  has also
experienced  growth in its  pre-cooked  product line. The sales volume shift has
resulted in a $0.02  decrease in the average  sales price per pound to $1.64 per


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<PAGE>

pound. The Company has implemented  price increases  earlier in the fiscal year,
which is expected to have a positive  impact on average sales prices through the
fiscal year end.  Net sales also  reflect the  additional  sales  allowances  of
$650,000 as discussed above.  The Company,  in evaluating  outstanding  accounts
receivable  balances,  determined  that reserve  balances were not sufficient to
support  outstanding  customer  discounts taken under standard sales terms.  The
adjustment was taken against sales as the Company  continues to do business with
these customers.

         Gross  Profit/  (Loss).  Gross profit  decreased  $13.5 million to $5.1
million or 5.0% of net sales for the six months  ended  September  30, 2000 from
$18.6 million or 18.9% of net sales for the six months ended September 30, 1999.
The  decreases  reflect the effect of an adjustment to inventory of $7.5 million
comprised of $5.2 million in perpetual inventory  adjustments and a $2.3 million
adjustment to inventory  reserves.  During the quarter ended September 30, 2000,
the Company  identified  variances in the tracking of inventory at both internal
and outside locations. The Company recorded the $7.5 million one-time charge and
determined its causes as follows: i) increased usage of raw material and work in
process, due to variations in manufacturing process specifications, ii) an under
reporting of raw material usage  resulted in  differences  between the perpetual
and physical  inventories,  and iii) improper  handling and rotation of both raw
materials and finished  goods.  In an effort to rectify the situation and reduce
the risk of future exposure,  the Company performed  complete inventory tests of
all  facilities,  implemented  new systems and  controls  for daily  tracking of
inventory,  and created a new logistics  department  separate from operations to
control  and  monitor  the  process.  Additionally,  higher raw  material  costs
associated with meat purchases at the Company's Philadelphia,  PA facility added
to cost of sales  compared  with the prior period.  Anticipating  the higher raw
material  costs,  the  Company  instituted  sales price  increases  in the first
quarter.  Management  expects the full benefit being realized in the 3rd and 4th
quarters of the current  fiscal  year.  The Company has  experienced  a shift in
product mix to the Company's  Arby's  product line which  generally,  is a lower
margin  product.  Therefore  adding to cost of sales on a percentage  basis over
prior year. The Company continues to make operational improvements and continues
to employ  lower cost  formulization  strategies  to combat  higher raw material
costs.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses  increased  to $9.5  million  for the six months  ended
September  30, 2000 from $9.0  million for the six months  ended  September  30,
1999.  The  increase is due  primarily to $427,000 in  professional  fees in the
current year pertaining to New York Consulting Partners.

         Income (Loss) from Operations. Income from operations decreased to $4.4
million  loss for the  six-month  period  ended  September  30, 2000 from a $9.7
million gain for the six-month  period ended September 30, 1999. The decrease is
directly  related to the  inventory  adjustment of $7.5 million and the $650,000
sales allowance adjustment,  coupled with the increase in raw material costs and
sales volume mix.

         Interest  Expense.  Interest expense  increased to $9.5 million for the
six-month  period ended  September  30, 2000 from $8.8 million for the six-month
period  ended  September  30, 1999.  The increase is primarily  due to increased
borrowings under the Company's revolving credit facility.

         Provision for Income Taxes.  Provision for income taxes remained stable
at $82,000 for the six months ended  September  30, 2000 compared to $77,000 for
the six months ended September 30, 1999.


                                       13

<PAGE>

         Net (Loss) Income. A net loss of $14.0 million was incurred for the six
months ended September 30, 2000 versus net income of $796,000 for the six months
ended September 30, 1999. The net loss for the period is directly related to the
decrease in gross margin, as a result of higher cost of sales,  inclusive of the
$7.5 million  inventory  adjustment,  the $650,000 sales allowances  adjustment,
coupled with the increase in SG&A for professional fees and interest costs.

Liquidity and Financial Resources

The Company's total  consolidated  indebtedness at September 30, 2000 was $166.4
million  compared to $157.9  million at September  30, 1999.  The increase  from
prior year is due primarily to increased  borrowings  under the Company's  $45.0
million  Loan and  Security  Agreement  ("Credit  Agreement")  with a  financial
institution  providing for  revolving  credit loans  ("Revolver")  and term loan
options.  Borrowings under the Credit Agreement bear interest at floating rates.
Interest payments on the 11 5/8% Senior Notes represent significant  obligations
of the  Company.  The Senior  Notes  require  semi-annual  interest  payments of
approximately $6.7 million in January and July of each year.

Generally,  the  Company's  primary  sources  of  liquidity  are cash flows from
operations  and  borrowings  under  the  Revolver.  The  Revolver  provides  for
borrowings  up  to  $45.0  million,  subject  to  a  borrowing  base  and  other
limitations,  including amounts outstanding under term loans,  letters of credit
and other  borrowing  instruments.  The  Company  anticipates  that its  working
capital requirements, capital expenditures and debt service requirements will be
satisfied  through  a  combination  of cash  flows  from  operations  and  funds
available  under the Credit  Facility.  During the quarter  ended  September 30,
2000, the Company was not in compliance  with respect to leverage,  availability
and certain other covenants  associated with the Credit Facility.  Specifically,
based on the borrowing base and other limitations,  the Company was overdrawn by
$1.5  million  under the  Revolver at the quarter end  September  30,  2000.  In
addition,  the Company is in violation with respect to covenants associated with
its Capital Lease  Agreement with CIT (Capital Lease  Agreement.) The Company is
currently  working  with its lenders and equity  sponsors to resolve the default
status.  Based on discussions  with the lenders under its Senior Credit facility
and lenders  under its Capital Lease  Agreement,  the Company has been granted a
temporary waiver. The Company continues to work with its lenders to finalize and
execute documentation for long term waivers of non-compliance. The Company is in
compliance with the terms of its indenture,  for its Senior Notes. The covenants
are measured on a twelve-month rolling basis.  Therefore,  the Company will need
to obtain  waivers of  non-compliance  from its lenders on a  go-forward  basis.
Currently  the  Company's  liquidity is a function of the  Company's  ability to
control cash and to reduce the outstanding  Revolver balance.  Failure to obtain
waivers could have a material  adverse effect on future operating  results.  The
Company  is  currently  scheduled  to make an  interest  payment  on the  senior
subordinated notes of $6.7 million in January 2001. The Company expects to solve
liquidity  issues,  however,  no assurance can be given that the Company will be
able to do so on an economic basis.  Failure to resolve  liquidity  issues could
have a material adverse effect on the future operational results of the Company.


                                       14

<PAGE>

The Company's ability to make scheduled payments of interest or to refinance its
indebtedness  will  depend on its future  operating  performance  and cash flow,
which are subject to prevailing  economic  conditions,  prevailing interest rate
levels, and financial,  competitive,  business and other factors,  many of which
are beyond its control,  as well as the  availability  of  borrowings  under the
Credit  Facility or successor  facilities.  If the Company is unable to generate
sufficient cash flow from operations in the future to service its  indebtedness,
it will be required to refinance all or a portion of its existing  indebtedness,
or to obtain additional  financing,  or obtain further waivers of non-compliance
with existing lenders,  or require  additional equity infusion.  There can be no
assurance  that any such  refinancing  would be possible or that any  additional
debt or equity financing could be obtained.  The inability to obtain  additional
financing would have a material adverse effect on the Company.

For the six months ended  September 30, 2000,  cash used in  operations  totaled
$6.0  million;  compared to $6.2  million  cash used in  operations  for the six
months ended  September  30, 1999.  Cash used in operations is driven by the net
loss of $14.0 million.  Depreciation  and  amortization  represented a source of
cash of $4.3 million.  Working  Capital  provided $3.1 million in cash primarily
due to  decreases  in  accounts  receivable  of $4.8  million and  decreases  in
inventory of $1.3 million, offset by increases in prepaid accounts and decreases
in accounts payable of $1.1 million and $1.8 million respectively.

Cash used in investing  activities  was  approximately  $2.0 million for the six
months  ended  September  30,  2000,  and  is a  result  of  additional  capital
expenditures,   compared  to  $3.9  million  in  capital  expenditures  for  the
comparable period ending September 30, 1999.

Cash  provided by financing  activities  totaled $8.4 million for the six months
ended  September  30, 2000  compared to $7.9  million for the same period  ended
1999.  The increase is primarily  due to increased  borrowings  under the Credit
Facility. At September 30 2000, the Company's total debt, net of cash was $165.3
million.  Debt levels have  increased,  driven by an increase in working capital
requirements, and lower earnings as a result of the above-mentioned factors.

Item 3. Quantitative and Qualitative Disclosures about market risk.

Long-term Debt

The  Company's  exposure to market risk for  changes in interest  rates  relates
primarily to the Company's current and future debt  obligations,  which have not
changed  materially from those disclosed in the Company's Form 10-K for the year
ended March 31, 2000.


                                       15

<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, 2000.  Reference is made to the  Company's  Annual Report on Form
10-K and the exhibits filed  therewith.  The exhibits filed as part of this form
are listed below:

            Exhibit No.              Description
            -----------              -----------
                27                   Financial Data Schedule


                                       16

<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 13, 2000                      /s/ Ronald J. Gallo
                                              ----------------------------------
                                                    Ronald J. Gallo
                                                    Senior Vice President and
                                                    Chief Financial Officer


                                       17