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 June 30, 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:  (702) 367-2676

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 Aug 6, 2003, 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 Tone Products,
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,
2002. 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.

<PAGE>


                             Fun City Popcorn, Inc.
                              Financial Statements
                                   (Unaudited)

                             As of June 30, 2003 and
    For Each of the Three and Nine Month Periods Ended June 30, 2003 and 2002

<PAGE>


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

                             As of June 30, 2003 and
    For Each of the Three and Nine Month Periods Ended June 30, 2003 and 2002
--------------------------------------------------------------------------------



Financial Statements of Fun City Popcorn, Inc.:


      Balance Sheet (Unaudited), June 30, 2003...............................1


      Statements of Operations (Unaudited) for Each of the Three and
        Nine Month Periods Ended June 30, 2003 and 2002......................2


      Statements of Cash Flows (Unaudited) for Each of the Nine Month
        Periods Ended June 30, 2003 and 2002.................................3


Notes to the Financial Statements (Unaudited)................................5

<PAGE>


                             Fun City Popcorn, Inc.
                                  Balance Sheet
                                   (Unaudited)

                               As of June 30, 2003
--------------------------------------------------------------------------------


                                     ASSETS
Current assets:
      Cash and equivalents                                            $  61,154
      Accounts receivable - trade, net                                   93,629
      Finished goods inventory, net                                     248,808
      Income tax overpaid                                                 9,566
      Deferred tax asset                                                  4,034
      Other current assets                                                6,669
                                                                      ---------

           Total current assets                                         423,860
Property and equipment, net                                              59,790
Other assets                                                              7,947
                                                                      ---------

Total assets                                                          $ 491,597
                                                                      =========

                                  LIABILITIES
Current liabilities:
      Line of credit                                                  $  49,829
      Accounts payable - trade                                           39,388
      Accrued expenses                                                    6,162
      Notes payable, current maturities                                   8,955
                                                                      ---------

           Total current liabilities                                    104,334
Deferred tax liability                                                    2,451
Note payable, net of current maturities                                  12,687
Note payable - related party                                            104,500
                                                                      ---------

Total liabilities                                                       223,972
                                                                      =========
Commitments and contingencies
Shareholders' equity:
      Preferred stock; $0.01 par value; 5,000,000 shares
        authorized; no shares issued and outstanding at June
        30, 2003                                                           --
      Common stock; $0.01 par value; 10,000,000 shares
        authorized; 1,891,579 shares issued and outstanding
        at June 30, 2003                                                 18,916
      Additional paid-in capital                                        263,821
      Accumulated deficit                                               (15,112)
                                                                      ---------

           Total shareholder's equity                                   267,625
                                                                      ---------

Total liabilities and shareholder's equity                            $ 491,597
                                                                      =========


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

                                       1

<PAGE>
<TABLE>
<CAPTION>


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

                       For Each of the Three and Nine Month Periods Ended June 30, 2003 and 2002
----------------------------------------------------------------------------------------------------------------------



                                                               For the        For the       For the        For the
                                                             Three Month    Three Month    Nine Month     Nine Month
                                                            Period Ended   Period Ended   Period Ended   Period Ended
                                                            June 30, 2003  June 30, 2002  June 30, 2003  June 30, 2002
                                                             -----------    -----------    -----------    -----------
<S>                                                          <C>            <C>            <C>            <C>
Net sales                                                    $   459,774    $   453,753    $ 1,463,185    $ 1,341,162
Cost of goods sold                                               331,910        291,784      1,045,840        908,895
                                                             -----------    -----------    -----------    -----------

      Gross profit                                               127,864        161,969        417,345        432,267
Operating costs
  and expenses                                                   135,884        119,043        410,588        342,297
                                                             -----------    -----------    -----------    -----------

      Income (loss) from operations                               (8,020)        42,926          6,757         89,970
Other expense:
      Interest expense - related party                            (4,500)          --           (4,500)          --
      Interest expense - other                                      (333)          (848)        (1,541)        (3,454)
                                                             -----------    -----------    -----------    -----------

           Income (loss) before provision for income taxes       (12,853)        42,078            716         86,516
Provision for income taxes                                        (2,358)        10,519            160         21,629
                                                             -----------    -----------    -----------    -----------

Net income (loss)                                            $   (10,495)   $    31,559    $       556    $    64,887
                                                             ===========    ===========    ===========    ===========
Net income (loss) per share, basic and diluted               $     (0.01)   $      0.02    $      0.00    $      0.03
                                                             ===========    ===========    ===========    ===========
Basic and diluted weighted-average common shares
 outstanding                                                   1,891,579      1,891,579      1,891,579      1,891,579
                                                             ===========    ===========    ===========    ===========


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

                                                          2
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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

                         For the Nine Month Periods Ended June 30, 2003 and 2002
--------------------------------------------------------------------------------------------------------



                                                                           For the           For the
                                                                          Nine Month        Nine Month
                                                                         Period Ended      Period Ended
                                                                         June 30, 2003     June 30, 2002
                                                                            --------         --------
Cash flows provided by operating activities:

      <S>                                                                   <C>              <C>
      Net income                                                            $    556         $ 64,887
      Adjustments to reconcile net loss to net cash provided by operating
        activities:
           Depreciation and amortization                                      22,500           22,500
           Provision for doubtful accounts                                     3,574             --
           Decrease (increase) in assets:
                Accounts receivable - trade, net                              20,841           (3,419)
                Finished goods inventory, net                                (23,828)           2,003
                Income tax asset                                              (9,566)            --
                Deferred tax asset, non-current                                 (657)            --
                Other current assets                                          (2,057)          (3,170)
           Increase (decrease) in liabilities:
                Accounts payable - trade                                      23,737           (9,043)
                Accrued expenses                                               1,365           (1,247)
                Deferred tax liability, non-current                           (2,357)            --
                Income taxes payable                                         (13,786)          21,629
                                                                            --------         --------
Cash provided by operating activities                                         20,322           94,140
                                                                            --------         --------

Cash flows used in investing activities:

      Purchase of property and equipment                                      (2,956)          (4,013)
                                                                            --------         --------
Cash used in investing activities                                             (2,956)          (4,013)
                                                                            --------         --------

Cash flows used in financing activities:

      Payments to the line of credit                                            (171)         (19,594)
      Payments on notes payable                                               (5,225)         (25,882)
      Payment on note payable, related party                                  (1,838)         (22,566)
                                                                            --------         --------
Cash used in financing activities                                             (7,234)         (68,042)
                                                                            --------         --------
Net increase in cash                                                          10,132           22,085
Cash at beginning of period                                                   51,022           46,614
                                                                            --------         --------
Cash at end of period                                                       $ 61,154         $ 68,699
                                                                            ========         ========

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

                                                   3
</TABLE>

<PAGE>


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

             For the Nine Month Periods Ended June 30, 2003 and 2002
--------------------------------------------------------------------------------


                Supplemental Disclosure of Cash Flow Information


                                                   For the         For the
                                                  Nine Month      Nine Month
                                                 Period Ended    Period Ended
                                                 June 30, 2003   June 30, 2002
                                                 -------------   -------------
Interest paid, other                                $    556        $  3,454

Interest paid, related party                        $  6,338            --
Income taxes paid                                   $  6,526            --

Acquisition of property and equipment               $ 26,867            --
Increase in notes payable                           $(26,867)           --


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

                                       4

<PAGE>


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

                             As of June 30, 2002 and
             For the Nine Month Periods Ended June 30, 2002 and 2001
--------------------------------------------------------------------------------


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

     In the opinion of the management of Fun City Popcorn, Inc. (the "Company"),
     the accompanying unaudited financial statements contain all adjustments,
     consisting of only normal recurring adjustments necessary to present fairly
     its financial position as of June 30, 2003, the results of its operations
     for the nine month periods ended June 30, 2003 and 2002, and the statements
     of cash flows for each of the nine month periods ended June 30, 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, 2002, included
     elsewhere in this Form 10SB.


2.   Property and Equipment
     ----------------------

     At June 30, 2003, property and equipment consisted of the following:

          Property and equipment                                   $   280,882
          Furniture and fixtures                                        17,340
          Vehicles                                                      92,007
                                                                   -----------

                                                                       390,229
                      Less: accumulated depreciation                  (330,439)
                                                                   -----------

           Total property and equipment, net                       $    59,790
                                                                   ===========


     Depreciation expense for the the three month periods ended June 30, 2003
     and 2002, was$7,500 and $7,500 , respectively, and for the nine month
     periods ended June 30, 2003 and 2002 , it was $22,500 and $22,500 ,
     respectively.

                                       5

<PAGE>


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

                             As of June 30, 2002 and
             For the Nine Month Periods Ended June 30, 2002 and 2001
--------------------------------------------------------------------------------


3.   Cost of Goods Sold
     ------------------

     During the fiscal year interim quarter reporting periods, the company
     utilizes an estimated gross profit rate to determine the cost of goods
     sold. At September 30, 2002, an adjustment was required to correct the
     understatement of the inventory on the Company's books and records:

           Book inventory value prior to the September 30, 2002
             physical inventory                                        $ 213,404
           Adjustment to increase the book inventory value to agree
             with the physical inventory valuation (a 9.6%  change)       20,450
                                                                       ---------

           Physical inventory valuation, September 30, 2002            $ 233,854
                                                                       =========


4.   Income Taxes
     ------------

     Reconciliation of the effective tax rate to the U.S. statutory rate for the
     nine months periods ended June 30, 2003 and 2002 is as follows:

                                                       2003             2002
                                                       ----             ----
           Tax expense at U.S. statutory rate          18.4%            25.0%
           Non deductible expenses                      4.0              --
                                                       ----             ----
           Effective income tax rate                   22.4%            25.0%
                                                       ====             ====
5.   Related Party Transactions
     --------------------------

     Note Payable

     As of June 30, 2003, the Company had amounts due to the parent of $104,500.
     As of the date of the "spin-off", September 30, 2001, the parent and the
     Company agreed that the principal plus accrued interest as of that date
     will be due on or before September 30, 2004. The amount is unsecured, with
     interest calculated at a fixed rate of 6.00% per annum. The parent is a
     related party, as both it and the Company are under the control of two
     individuals (brothers) who collectively own or control more than 50% of the
     voting shares of each company.

                                       6

<PAGE>


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

                             As of June 30, 2002 and
             For the Nine Month Periods Ended June 30, 2002 and 2001
--------------------------------------------------------------------------------


6.   Commitments and Contingencies
     -----------------------------

     The Company leases its facilities on operating leases through June 2001
     with future minimum lease payments at June 30, 2003, as follows:


          2004                                             $  65,984
          2005                                                67,958
          2006                                                62,009
          2007                                                  --
          2008                                                  --
                                                           ---------

           Total future minimum lease payments             $ 195,951
                                                           =========


     Rental expense was $20,465 and $20,064 for each of the three month periods
     ended June 30, 2003 and 2002, respectively and $61,612 and $59,448 for each
     of the nine month periods ended June 30, 2003 and 2002, respectively.

     Borrowing Ability

     The Company has a line of credit with a maximum amount of $100,000 that
     matures in February 2004.


7.   Earnings (Loss) Per Share
     -------------------------

     Basic earnings (loss) per share ("EPS") 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.

                                       7

<PAGE>
<TABLE>
<CAPTION>


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

                             As of June 30, 2002 and
             For the Nine Month Periods Ended June 30, 2002 and 2001
--------------------------------------------------------------------------------


7.   Earnings (Loss) Per Share, Continued
     ------------------------------------

     The computation of basic and diluted earnings (loss) per common share for
     the three-month and nine-month periods ended June 30, 2003 and 2002 are as
     follows:

                                                                              For the                For the
                                                                            Three Month            Three Month
                                                                           Period Ended           Period Ended
                                                                           June 30, 2003          June 30, 2002
                                                                         ----------------       ----------------
           Basic and diluted earnings (loss) per common share:
                <S>                                                          <C>                  <C>
                Net income (loss) (numerator)                                $   (10,495)         $    31,559
                                                                             -----------          -----------
                Weighted-average shares outstanding (denominator)              1,891,579            1,891,579
                                                                             -----------          -----------
           Basic and diluted earnings (loss) per common share                $     (0.01)         $      0.02
                                                                             ===========          ===========


                                                                              For the                For the
                                                                            Nine Month             Nine Month
                                                                           Period Ended           Period Ended
                                                                           June 30, 2003          June 30, 2002
                                                                         ----------------       ----------------
           Basic and diluted earnings (loss) per common share:
                Net income (loss) (numerator)                                $       556          $    64,887
                                                                             -----------          -----------
                weighted-average shares outstanding (denominator)              1,891,579            1,891,579
                                                                             -----------          -----------
           Basic and diluted earnings (loss) per common share                $      0.00          $      0.03
                                                                             ===========          ===========


8.   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.

                                       8
</TABLE>

<PAGE>


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

RESULTS OF OPERATIONS

The Company's revenues are derived principally from the sale and distribution of
food products. Revenues for the fiscal quarter ended June 30, 2003, increased to
$459,774 from $453,753 in the same period last year.

Cost of goods sold increased by 7.5% of sales due to an across the board
increases in candy costs. Of the 400 items that the company sells Candy accounts
for more than 25% of those items. Due to agreements in place, price adjustments
could not be made in time to avoid a gross margin drop for the period. Prices
are being adjusted as the bids come due for renewal. All prices will be adjusted
before the end of the fiscal year, bringing margins on those items back into
line. Other items affecting gross margin were the sales of nacho cheese to a
large food service distributor at a low margin defined by the cheese
manufacturer. Those low margin (8%) sales totaled $13,000 for the quarter and
$37,000 for the nine month period but have ceased and will not be continued.

Operating expenses in the three month period ended June 30, 2003, increased
$16,841 to $127,864 from $161,969 in the year ago period. The largest factors in
the increased expenses were accounting fees which were up $6,500 in the quarter
and $30,555 for the nine months. Accounting fees increased as a result of the
spin-off. An additional delivery driver was added early in the year and removed
in the third quarter which added $13,254 to wages.

Net income for the fiscal quarter ended Mar 31, 2003 decreased $42,054 to
$(10,495) from $31,559 due to the decrease in gross margin and increase in
expenses. Diluted earnings per share went to $0.02 from $(0.01) in the year ago
period.

Revenues for the nine month period ended June 30, 2003 increased to $1,463,185
from $1,341,162 last year. Revenue increases were a result of the rebounding Las
Vegas tourism. Increases were a result of higher volume not a increase in
prices. Increases in volume were approximately equal in all categories of items
sold.

Cost of goods sold increased by 3.6% of sales due to the above price issues and
discontinued low margin sales.

Operating expenses in the nine month period ended June 30, 2003, increased
$68,291 to $410,588 from $342,297 in the year ago period. Responsible for the
overall increase in expenses were accounting fees of $30,555. Unusual or
non-recurring increases include the increase in wages of $13,254 for a temporary
delivery driver and delivery vehicle repair expense increases of $9,563.

Net income for the nine month period ended June 30, 2003. decreased $64,331 to
$556 from $64,887. Diluted earnings per share went to $0.00 from $0.03 in the
year ago period.


LIQUIDITY AND CAPITAL RESOURCES

The Company has access to $100,000 in traditional lines of credit which should
be more than sufficient to see the Company through it's growth. The Company had
not made any material commitments for capital expenditures as of Aug 13, 2003
and believes it has sufficient cash resources to meet its needs.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     None

<PAGE>


Item 2. Changes in Securities

     None

Item 3. Defaults upon Senior Securities

     None


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

               99.1  Certification pursuant to 18 U.S.C. Section 1350, as
                     adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                     of 2002

          (B) Reports on Form 8-K

               None

<PAGE>


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: Aug 14, 2003                          FUN CITY POPCORN, INC


                                            /s/  RICHARD FALK
                                            ------------------------------------
                                                 Richard Falk
                                                 Director and President



<PAGE>

CERTIFICATION

Certification Pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act
of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Richard Falk, Chief Executive Officer of Fun City Popcorn, Inc.,
certify that:


1.   I have reviewed this annual report on Form 10-QSB of Fun City Popcon, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c.   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officer and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  Aug 14, 2003
                                            /s/  Richard Falk
                                            ----------------------------------
                                                 Richard Falk,
                                                 Chief Executive Officer and
                                                 President