UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                   FORM 10-QSB
       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                                    EXCHANGE
              ACT OF 1934, for the quarter ended December 31, 2003


                          Commission File No. 000-32947


                             FUN CITY POPCORN, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)


             NEVADA                                             71-0390957
 ------------------------------                            --------------------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                           Identification Number)


         3211 Sunrise Avenue
          Las Vegas, Nevada                                       89101
 --------------------------------------                          --------
(Address of principal executive offices)                        (Zip Code)

Issuer's telephone number:  (708) 681-3660

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

                           $.01 Par Value Common Stock
                                 --------------
                                (Title of Class)


Check 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 such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
                                Yes  X    No
                                   -----    -----

As of February 6, 2004, 1,891,579 shares of the Registrant's $.01 par value
Common Stock were outstanding.

<PAGE>


PART I.  FINANCIAL INFORMATION


Item 1. Financial Statements

Introduction

The consolidated financial statements have been prepared by Fun City Popcorn,
Inc. ("Company"), without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. The Company believes that the disclosures are adequate to
make the information presented not misleading when read in conjunction with the
Company's consolidated financial statements for the year ended September 30,
2003. The financial information presented reflects all adjustments, consisting
only of normal recurring adjustments, which are, in the opinion of management,
necessary for a fair statement of the results for the interim periods presented.

                                       2

<PAGE>


                             Fun City Popcorn, Inc.
                              Financial Statements
                                   (Unaudited)

                           As of December 31, 2003 and
      For Each of the Three Month periods Ended December 31, 2003 and 2002

                                       i

<PAGE>


                             Fun City Popcorn, Inc.
                        Index to the Financial Statements
                                   (Unaudited)

                           As of December 31, 2003 and
      For Each of the Three Month periods Ended December 31, 2003 and 2002
--------------------------------------------------------------------------------



Financial Statements of Fun City Popcorn, Inc.:


      Balance Sheet (Unaudited), December 31, 2003............................4


      Statements of Operations (Unaudited) for Each of the Three
        Month Periods Ended December 31, 2003 and 2002........................5


      Statements of Cash Flows (Unaudited) for Each of the Three
        Month Periods Ended December 31, 2003 and 2002........................6



      Notes to the Financial Statements (Unaudited)...........................8

                                       3

<PAGE>


                             Fun City Popcorn, Inc.
                                  Balance Sheet
                                   (Unaudited)

                             As of December 31, 2003
--------------------------------------------------------------------------------


                                     ASSETS
Current assets:
Cash                                                                  $ 121,828
Income tax receivable                                                    12,509
Deferred tax asset                                                       18,407
Net assets of discontinued operations and net assets held for
sale                                                                    108,008
                                                                      ---------
Total current assets                                                    260,752
Property and equipment, net                                                --
                                                                      ---------
Total assets                                                          $ 260,752
                                                                      =========

                                  LIABILITIES


Current liabilities:
Income tax payable                                                         --
Amounts due to related party                                          $  25,404

Total current liabilities                                                25,404
Deferred tax liability, noncurrent                                        4,777
                                                                      ---------
Total liabilities                                                        30,181
                                                                      ---------
Commitments and contingencies
Shareholders' equity:
Preferred stock; $0.01 par value; 5,000,000 shares
authorized; no shares issued and outstanding at
December 31, 2003                                                          --
Common stock; $0.01 par value; 10,000,000 shares
authorized; 1,891,579 shares issued and outstanding
at December 31, 2003                                                     18,916
Additional paid-in capital                                              263,821
Accumulated deficit since December 31, 2002 in
connection with a quasi-reorganization                                  (52,166)
Accumulated deficit prior to the quasi-reorganization                      --
                                                                      ---------

Total shareholder's equity                                              230,571
                                                                      ---------

Total liabilities and shareholder's equity                            $ 260,752
                                                                      =========

                    The accompanying notes are an integral
                       part of the financial statements.

                                       4

<PAGE>
<TABLE>
<CAPTION>


                                  Fun City Popcorn, Inc.
                                 Statements of Operations
                                       (Unaudited)

           For Each of the Three Month Periods Ended December 31, 2003 and 2002
------------------------------------------------------------------------------------------


                                                                         For the
                                                               Three-Month Periods Ended
                                                               --------------------------
                                                               December 31,   December 31,
                                                                  2003           2002
                                                               -----------    -----------
<S>                                                            <C>            <C>
Continuing operations:
Depreciation expense                                                  --            1,277
Loss from continuing operations                                     29,377           --
Interest expense - related party                                      --            1,500
                                                               -----------    -----------

Loss from continuing operations before income
tax benefit                                                        (29,377)        (2,777)
Income tax benefit                                                   8,800            763
                                                               -----------    -----------

Loss from continuing operations                                    (20,577)        (2,014)

Discontinued operations:
Loss from discontinued operations, net of income tax
provision of $(4,281)                                                 --          (13,654)
                                                               -----------    -----------

Net loss                                                       $   (20,577)   $   (15,668)
                                                               ===========    ===========

Net loss per share, basic and diluted:
Loss from continuing operations
                                                               $    (0.011)   $     0.001)
Income (loss) from discontinued operations                            --           (0.007)
                                                               -----------    -----------

Loss per common share outstanding, basic and diluted           $    (0.011)   $    (0.008)
                                                               ===========    ===========

Basic and diluted weighted-average common shares outstanding     1,891,579      1,891,579
                                                               ===========    ===========


                          The accompanying notes are an integral
                            part of the financial statements.

                                            5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                  Fun City Popcorn, Inc.
                                 Statements of Cash Flows
                                   (Unaudited)

               For the Three Month Periods Ended December 31, 2003 and 2002
----------------------------------------------------------------------------------------


                                                                        For the
                                                               Three-Month Periods Ended
                                                               -------------------------
                                                                December 31, December 31,
                                                                   2003         2002
                                                                 ---------    ---------
<S>                                                              <C>          <C>
Cash flows provided by operating activities:
Net loss                                                         $ (20,577)   $ (15,668)
Add loss from discontinued operations                                 --         13,654
                                                                 ---------    ---------
Net loss from continuing operations                                (20,577)      (2,014)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation                                                          --          1,277
Compensation expense                                                22,756         --
Increase in assets:
Income tax overpaid                                                   --         (1,363)
Deferred tax asset                                                  (8,800)        (436)
                                                                 ---------    ---------
Net cash used in activities of continuing operations                (6,621)      (2,536)
Net cash provided by operating activities of
discontinued operations                                             92,325        7,114
                                                                 ---------    ---------
Cash provided by operating activities                               85,704        4,578
                                                                 ---------    ---------
Cash flows used in investing activities:

Purchase of property and equipment                                    --        (27,867)
                                                                 ---------    ---------
Net cash used in investing activities of continuing operations        --           --
Net cash provided by (used in) investing activities of
discontinued operations                                               --           --
                                                                 ---------    ---------
Cash used in investing activities                                     --        (27,867)
                                                                 ---------    ---------
Cash flows provided by financing activities:
Payment on note payable                                               --           --
                                                                 ---------    ---------
Net cash used in financing activities of continuing
operations                                                            --         26,120
Net cash used in financing activities of discontinued
operations                                                            --           --
                                                                 ---------    ---------
Cash provided by financing activities                                 --         26,120
                                                                 ---------    ---------
Net increase in cash                                                85,704        2,831
Cash at beginning of period                                         36,124       51,022
                                                                 ---------    ---------
Cash at end of period                                            $ 121,828    $  53,853
                                                                 =========    =========


                          The accompanying notes are an integral
                             part of the financial statements.

                                            6
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                  Fun City Popcorn, Inc.
                                 Statements of Cash Flows
                                        (Unaudited)

               For the Three Month Periods Ended December 31, 2003 and 2002
---------------------------------------------------------------------------------------


                     Supplemental Disclosure of Cash Flow Information


                                                                      For the
                                                             Three-Month Periods Ended
                                                             --------------------------
                                                             December 31,   December 31,
                                                                 2003           2002
                                                               -------        -------
<S>                                                            <C>            <C>
Interest paid - third parties                                     --          $   537
Income taxes paid                                                 --          $20,000

                 Non-Cash Disclosure of Investing and Financing Activities

Notes payable paid by related party                            $19,404           --
Asset contributed to employee in lieu of compensation
expense                                                        $22,756           --


                          The accompanying notes are an integral
                             part of the financial statements.

                                             7
</TABLE>

<PAGE>


                             Fun City Popcorn, Inc.
                        Notes to the Financial Statements
                                   (Unaudited)

                           As of December 31, 2003 and
          For the Three Month Periods Ended December 31, 2003 and 2002
--------------------------------------------------------------------------------


1.   Basis of Presentation
     ---------------------

     In the opinion of the management of Fun City Popcorn, Inc. (the "Company"),
     the accompanying unaudited condensed financial statements contain all
     adjustments, consisting of only normal recurring adjustments necessary to
     present fairly its financial position as of December 31, 2003, the results
     of its operations and cash flows for the three month periods ended December
     31, 2003 and 2002.


     Certain information and footnote disclosures normally included in financial
     statements prepared in accordance with generally accepted accounting
     principles have been condensed or omitted pursuant to the rules and
     regulations promulgated by the Securities and Exchange Commission. The
     interim unaudited financial statements should be read in conjunction with
     the financial statements and footnotes included in of the Company's Annual
     Report on Form 10 KSB for the year ended September 30, 2003.

     Critical Accounting Policies

     The preparation of financial statements and related disclosure in
     conformity with accounting principles generally accepted in the United
     States requires us to make judgments, assumptions, and estimates that
     affect the amounts reported in the financial statements and accompanying
     notes. The results of operations may be impacted significantly by
     judgments, assumptions, and estimates used in the preparation of the
     financial statements and actual results could differ materially from the
     amounts reported based on these policies.


2.   Income Taxes


     Reconciliation of the effective tax rate to the U.S. statutory rate for the
     three months periods ended December 31, 2003 and 2002 is as follows:

                                                       2003        2002
                                                      ------      ------
           Tax benefit at U.S. statutory rate          30.0%       18.3%
                                                      ------      ------
           Effective income tax rate                   30.0%       18.3%
                                                      ======      ======
3.   Related Party Transaction
     -------------------------
     Amount Due Related Party

     As of December 31, 2003 and 2002 the Company has amounts due to Tone
     Products, Inc. (a related party) ("Tone") of $155,896 and $106,338,
     respectively. Both the Company and Tone informally (without documentation)
     agreed that the unpaid principal plus accrued interest would be due on or
     before September 30, 2004. The amount was unsecured and interest was
     calculated at a fixed rte of 6.00% per annum. Tone is a related party, as
     both Tone and the Company are under the control of two brothers who

                                       8

<PAGE>
<TABLE>
<CAPTION>


                             Fun City Popcorn, Inc.
                        Notes to the Financial Statements
                                   (Unaudited)

                           As of December 31, 2003 and
          For the Three Month Periods Ended December 31, 2003 and 2002
--------------------------------------------------------------------------------


3.   Related Party Transaction, Continued
     ------------------------------------

     collectively own more that 50% of the voting shares of each company.
     Subsequent to year end, September 30, 2003, the amount due to Tone was paid
     in full and the Company's assets released from the collateralization lien.
     The payment of the amounts due to Tone and the release of lien were done in
     conjunction with the sale of the Company's operating business (Note 6). The
     balance of amount due related party is included in net asset of
     discontinued operations and net assets held for sale (Note 6).

     Related Party Lending

     On October 1, 2003, Tone loaned $150,000 to Fun City Foods, Inc. (the
     "buyer") who purchased substantially all of the operating assets of the
     Company. These funds were utilized by the buyer in the sale transaction to
     satisfy the amount due to related party (Tone) and the Company's line of
     credit to the bank. This amount has been classified as an advance to the
     buyer in connection with the anticipated sale (Note 6).


4.   Earnings Per Share
     ------------------

     Basic earnings per share is computed by dividing income available to common
     shareholders by the weighted-average number of common shares outstanding
     during the period. Diluted EPS is similar to basic EPS except that the
     weighted-average of common shares outstanding is increased to include the
     number of additional common shares that would have been outstanding if
     potentially dilutive common shares had been issued. In periods where losses
     are reported, the weighted-average number of common shares outstanding
     excludes common stock equivalents, because their inclusion would be
     anti-dilutive.


     The computation of basic and diluted earnings per common share for the
     three month periods ended December 31, 2003 and 2002 are as follows:


                                                              For the
                                                       Three-Month Periods Ended
                                                     December 31,      December 31,
                                                         2003              2002
                                                    --------------    --------------
     <S>                                           <C>                <C>
     Loss per common share, basic and diluted:
         Net income (numerator)                     $      (20,577)   $      (15,668)
                                                    --------------    --------------
         weighted-average shares outstanding
          (denominator)                                  1,891,579         1,891,579
                                                    --------------    --------------
         Loss per common share, basic and diluted:
            Loss from continuing operations                 (0.011)           (0.001)
            Loss from discontinued operations                 --              (0.007)
                                                    --------------    --------------

     Loss per common share, basic and diluted       $       (0.011)   $       (0.008)
                                                    ==============    ==============

                                          9
</TABLE>

<PAGE>


                             Fun City Popcorn, Inc.
                        Notes to the Financial Statements
                                   (Unaudited)

                           As of December 31, 2003 and
          For the Three Month Periods Ended December 31, 2003 and 2002
--------------------------------------------------------------------------------


5.   Elimination of the Accumulated Deficit in Shareholders' Equity
     --------------------------------------------------------------

     On December 31, 2002, the Company eliminated the accumulated deficit amount
     on its balance sheet through a readjustment also known as a
     "quasi-reorganization" in accordance with the state law of Nevada. Capital
     in excess of par value was used to eliminate in its entirety the then
     current accumulated deficit of $813,399 on the balance sheet included in
     shareholders' equity. Retained earnings shown on the balance sheet for the
     next ten years will reflect earnings beginning as of December 31, 2002. The
     accumulated deficit that was eliminated as of December 31, 2002, in its
     entirety represented results of operations that occurred prior to the
     spin-off of the Company from its former parent, Tone Products, Inc. on
     September 30, 2001. The accumulated deficit resulted from the amortization
     over time and the eventual impairment of goodwill that arose from the
     Company's acquisition by Tone.


6.   Discontinued Operations
     -----------------------

     On September 30, 2003, the Company entered into an agreement with a
     non-affiliated party, Fun City Foods, Inc. (the "buyer"), to sell
     substantially all of its operating assets. The sale has been approved by
     the Board of Directors subject to shareholder approval and is expected to
     be completed by March 31, 2004. The buyer will pay cash of $447,500 for all
     of the assets of the Company (excluding cash, accounts receivable, and one
     vehicle) and will assume certain Company debt valued at approximately
     $150,000 and pay accounts payable that are less than 30 days old valued at
     $69,000.


     Assets and liabilities included in discontinued operations and net assets
     held for sale were comprised of the following at December 31, 2003:

           Assets:
                Accounts receivable - trade                           $  7,555
                Finished goods inventory, net                          285,073
                Property and equipment, net                             31,297
                Other                                                    8,956
                                                                     ---------

                                                                       332,881
           Liabilities:
                Advance from buyer                                    (149,829)
                Accounts payable and accrued liabilities               (75,044)
                                                                     ---------
            Net assets of discontinued operations and net
              assets held for sale                                   $ 108,008
                                                                     =========

     At December 23, 2003, funds amounting to $467,387 are being held in a
     business brokers' escrow account until the anticipated shareholder approval
     has been received.

                                       10

<PAGE>


                             Fun City Popcorn, Inc.
                        Notes to the Financial Statements
                                   (Unaudited)

                           As of December 31, 2003 and
          For the Three Month Periods Ended December 31, 2003 and 2002
--------------------------------------------------------------------------------


6.   Discontinued Operations, Continued
     ----------------------------------

     Upon the consummation of the transaction, the Company will have no
     operating assets. The expected proceeds of the sale after taxes will be
     redeployed to another business or distributed to the Company's shareholders
     on a pro rata basis based upon their respective share ownership.


     There currently exists a dispute between the Company and the Fun City
     Foods, Inc. related to the determination of the final cash proceeds that
     are anticipated to be received by the Company. The amount in dispute is
     approximately $49,000.


     As of October 1, 2003, Fun City Foods has assumed the ongoing operations
     that represent substantially all of the operating assets of Fun City
     Popcorn, Inc. The Company's recourse if the sales transaction does not
     close is to seek recovery of its then remaining operating assets that are
     involved in the sale transaction and look to the funds of Fun City Foods,
     Inc. that are currently held in the transaction's escrow.

     As a condition of the sale transaction, the Company entered into a covenant
     not to compete for a period of two years from the closing date of the sale
     transaction wherein it will not engage in any business in the states of
     Nevada, Arizona, Utah, or California that would be in competition with the
     business of Fun City Foods, Inc. as it will exist on the closing date.

                                       11

<PAGE>


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

RESULTS OF OPERATIONS

On September 30, 2003 the Company sold virtually all of it's assets and ceased
operations.

There was no revenue during the Quarter ended December 31, 2003.

Net Income for the quarter ended December 31, 2003 amounted to ($20,577.00). The
loss was a result of payment for expenses not assumed by the buyer of the
business. These expenses are not expected to continue.


LIQUIDITY AND CAPITAL RESOURCES

The Company had not made any material commitments for capital expenditures as of
Feb 16, 2004 and believes it has sufficient cash resources to meet its needs.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     None

Item 2. Changes in Securities

     None

Item 3. Defaults upon Senior Securities

     None

                                       12

<PAGE>


Item 4. Submission of Matters to a Vote of Security Holders

     None

Item 5. Other information

     None

Item 6. Exhibits and Reports on Form 8 - K

     (a) Exhibits:                   Description


     31.1           Certification of pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 2002.

     32.1           Certification of pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002.

     b) Reports on Form 8-K.

     None



Pursuant to the requirement 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.

Date: Feb 19, 2004                          FUN CITY POPCORN, INC


                                            /s/  Richard Falk
                                            -----------------------------------
                                                 Richard Falk
                                                 President