U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


For the quarter period ended October 31, 1999                  File #: 001-09703


                                 SKOLNIKS, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           Delaware                                              13-3074492
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


             7755 E. Gray Road, Suite 100, Scottsdale, Arizona 85260
             -------------------------------------------------------
               (Address of principal executive office) (Zip code)


                                 (480) 443-9640
                ------------------------------------------------
                (Issuer's telephone number, including area code)


Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 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 [ ]

Check whether the issuer filed all documents and reports required to be filed by
Section 12, 13, 15(d) of the Exchange Act after the  distribution  of securities
under a plan confirmed by a court: YES [ ] NO [X]

The number of shares  outstanding of issuer's Common Stock,  $.001 par value per
share, as of October 31, 1999 was 9,343,187.

Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
<PAGE>
                                 SKOLNIKS, INC.
                         QUARTERLY REPORT ON FORM 10-QSB
                     FOR THE QUARTER ENDED OCTOBER 31, 1999

                                TABLE OF CONTENTS

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          Condensed Consolidated Balance Sheets - October 31, 1999
          and July 31, 1999....................................................2

          Condensed Consolidated Statements of Operations - Three
          Month Periods Ended October 31, 1999 and 1998........................3

          Condensed Consolidated Statements of Cash Flows - Three
          Month Periods Ended October 31, 1999 and 1998........................4

          Notes to Consolidated Financial Statements...........................5

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

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings....................................................9

Item 2.   Changes in Securities................................................9

Item 3.   Defaults Upon Senior Securities......................................9

Item 4.   Submission of Matters to a Vote of Securities Holders...............10

Item 5.   Other Information...................................................10

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

          SIGNATURES..........................................................11

                                       1
<PAGE>
                                 SKOLNIKS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET

                                                    October 31,      July 31,
                                                      1999             1999
                                                   ------------    ------------
                                                   (unaudited)
                                     ASSETS
CURRENT ASSETS
  Cash                                             $      8,672    $     16,282
  Accounts receivable, net of allowance for
    doubtful accounts of $47 and $110,
    respectively                                        140,868         144,061
  Inventories                                            28,350          26,964
  Other current assets                                   46,227          57,767
                                                   ------------    ------------
TOTAL CURRENT ASSETS                                    224,117         245,074

  Property and equipment, net of
    accumulated depreciation                            255,049         208,016
                                                   ------------    ------------
                                                   $    479,166    $    453,090
                                                   ============    ============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
  Accounts payable                                 $    139,434    $    114,791
  Accrued liabilities                                   464,469         442,325
  Current maturities of notes payable,
    related parties                                     818,982         804,358
                                                   ------------    ------------
TOTAL CURRENT LIABILITIES                          $  1,422,885    $  1,361,474

  Notes Payable, related parties, less
    current maturities                                  561,162         536,162
                                                   ------------    ------------
                                                      1,984,047       1,897,636
Commitments and contingencies

STOCKHOLDERS' DEFICIT:
  Series A Convertible Preferred Stock, $0.01
    par value, 2,000,000 shares authorized;
    shares issued and outstanding: October
    and July 1999 - 427,328                        $      4,273    $      4,273
  Common Stock, $0.001 par value, 10,000,000
    shares authorized; shares issued: October
    and July 1999 - 9,343,187                             9,343           9,343
  Additional paid-in capital                         21,118,821      21,118,820
  Accumulated deficit                               (21,733,018)    (21,672,682)
                                                   ------------    ------------
                                                       (600,581)       (540,246)
  Less Treasury Stock, at cost, October 1999
    and July 1999 - 141,604 shares                     (904,300)       (904,300)
                                                   ------------    ------------
TOTAL SHAREHOLDERS' DEFICIT                        $ (1,504,881)   $ (1,444,546)

                                                   $    479,166    $    453,090
                                                   ============    ============

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

                                       2
<PAGE>
                                 SKOLNIKS, INC.
                   CONDENSED CONSOLIDATED STATEMENT OF INCOME
                                   (unaudited)

                                                       Three-Months Ended
                                                  -----------------------------
                                                  October 31,       October 31,
                                                     1999              1998
                                                  -----------       -----------
REVENUE:
  Product sales (net)                             $   487,748       $   479,382

EXPENSES:
  Plant operating costs                               434,807           415,708
  General & administrative expenses                    76,966            96,468
                                                  -----------       -----------
Loss from Operations                                  (24,025)          (32,794)

OTHER INCOME (EXPENSE):
  Interest expense                                    (36,311)          (35,154)
                                                  -----------       -----------

NET LOSS                                          $   (60,336)      $   (67,948)
                                                  ===========       ===========

Net loss per share                                $     (0.02)      $     (0.02)
                                                  ===========       ===========

Weighted average shares outstanding                 9,343,187         9,328,176
                                                  ===========       ===========

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

                                       3
<PAGE>
                                 SKOLNIKS, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)

                                                          Three-Months Ended
                                                       ------------------------
                                                       October 31,  October 31,
                                                           1999         1998
                                                         --------     --------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                               $(60,336)    $(67,948)
  Adjustments to reconcile net income to net
  cash used in operating activities:
    Depreciation and amortization                          10,697       19,844
    Decrease (increase) in accounts receivable              3,193      (16,062)
    Decrease (increase) in inventories                     (1,386)       8,011
    Decrease (increase) in other current assets            11,540       14,747
    Increase (decrease) in accounts payable                24,643       31,663
    Increase (decrease) in accrued liabilities             22,144       12,039
                                                         --------     --------
NET CASH PROVIDED BY (USED IN)
  OPERATING ACTIVITIES                                     10,495        2,294

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of property and equipment                   (57,730)     (31,466)
                                                         --------     --------
NET CASH USED IN INVESTING ACTIVITIES                     (57,730)     (31,466)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on debt                                         (5,375)           0
  Proceeds from borrowing                                  45,000            0
                                                         --------     --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                  39,625            0

NET INCREASE (DECREASE) IN CASH                            (7,610)     (29,172)
CASH, BEGINNING OF PERIOD                                  16,282       31,625
                                                         --------     --------
CASH, END OF PERIOD                                      $  8,672     $  2,453
                                                         ========     ========

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

                                       4
<PAGE>
                                 SKOLNIKS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      FOR THE PERIOD ENDED OCTOBER 31, 1999

(a)  The  accompanying  unaudited  consolidated  financial  statements have been
     prepared  by  the  Company  without  audit,   pursuant  to  the  rules  and
     regulations  of the  Securities and Exchange  Commission.  These  financial
     statements reflect all adjustments (consisting of normal recurring accruals
     and  adjustments)  which are, in the opinion of  management,  necessary  to
     fairly  state  the  financial  position  as of  October  31,  1999  and the
     operating  results  and cash  flows for the  periods  presented.  Operating
     results for the interim periods presented are not necessarily indicative of
     the  operating  results  that may be expected  for the entire  year.  These
     financial  statements should be read in conjunction with the Company's July
     31, 1999 financial statements and accompanying notes thereto.

(b)  During the first  quarter of fiscal 2000 and fiscal year 1999,  the Company
     incurred  operating  losses  of  $24,025  and  $144,625,  respectively.  In
     addition,  the Company had a deficit in working  capital of  $1,198,768  on
     October  31, 1999 and  $1,116,400  on July 31, 1999 and a deficit in equity
     for both periods. The significance of the combined losses with the deficits
     in working capital and equity raises  substantial doubt about the Company's
     ability to continue as a going concern

     The financial  statements of the Company have been prepared on the basis of
     principles  applicable  to a continuing  business.  The basis  presumes the
     realization  of assets and the  settlement of  liabilities  in the ordinary
     course of  business.  The  Company's  ability to  operate  as a  continuing
     business is dependent upon the attainment of future  profitable  operations
     and/or the Company's ability to acquire  additional  capital or other forms
     of  financing.  The  accompanying  financial  statements do not reflect any
     adjustments  relating to the  recoverability and classification of recorded
     asset amounts or amounts or  classification  of  liabilities  that might be
     necessary should the Company be unable to continue as a going concern.

     Management  is  pursuing  new  business  opportunities,  primarily  in  the
     geographic  Southwest,  with customers in the retail  grocery,  convenience
     store,  vending,  military,  food  service,  and club  store  segments.  In
     addition, new customers are being added for daily deliveries of fresh bread
     products within the Arizona and Las Vegas,  Nevada market. The product line
     presently includes breadsticks,  bagels, and specialty breads. However, new
     products  are being  added in  response to  specific  customer  needs.  The
     Company is  developing  a niche as a specialty  bread  supplier to upscale,
     multi-unit restaurant  operations  throughout the Southwest.  Management is
     also considering the opportunity to acquire,  merge, or strategically align
     with other  synergistic  baked  goods or food  manufacturers  for  enhanced
     product offerings, geographic coverage, and customer leverage.

(c)  As of December 10, 1999,  certain  members of the Board of Directors,  four
     shareholders,   and  one  third-party  lender  have  loaned  the  Company's
     wholly-owned  subsidiary an aggregate of $1,408,983.  On December 10, 1999,
     $796,004 of the notes payable have matured and remain in delinquent status.
     All of the  delinquent  notes  payable  are  secured  by the  assets of the
     Company's  wholly-owned  subsidiary:  $475,000  secured  by  machinery  and
     equipment,  $207,505 secured by furniture and fixtures,  $32,500 secured by
     accounts receivable,  and $50,000 secured by all personal property owned by
     the Company's wholly-owned subsidiary.  The holders of the delinquent notes
     payable pose a serious threat to the viability of the  continuing  business
     because they may demand payment or seize the secured  assets.  There can be
     no assurance that additional  financing will be available to the Company on
     acceptable  terms,  if at all.  Any  inability  by the  Company  to  obtain
     additional financing,  if required, or the loss of any the Company's assets
     would have a material  adverse  effect on the  operations  of the  Company.
     Management is actively  identifying and pursuing any options for additional
     or alternative financing and repayment of its subsidiary's debt in default.

                                       5
<PAGE>
(d)  In connection with the loan mentioned above, the Company issued warrants to
     purchase a total of 6,340,667  shares of Common Stock and 800,000 shares of
     Preferred  Stock.  In  addition,  Board  members  were  issued  warrants to
     purchase  2,175,000  shares at $0.375 as compensation for their services on
     the Board. Also, 800,000 warrants have been granted to certain past members
     of  management:  450,000  shares  at $1.00 and  350,000  shares  $0.375.  A
     comprehensive listing of all outstanding warrants is below.

          Aggregate Outstanding
          Common Stock Warrants      Exercise Price     Expiration Date
          ---------------------      --------------     ---------------
                  450,000               $ 1.000              2000
                  805,000                 0.500              2000
                  625,000                 0.500              2001
                2,450,000                 0.375              2002
                1,524,000                 0.250              2002
                   75,000                 0.375              2003
                  920,000                 0.125              2003
                  800,000                 0.100              2003
                1,666,667                 0.030              2004
               ----------
                9,315,667

          Aggregate Outstanding
         Preferred Stock Warrants    Exercise Price     Expiration Date
         ------------------------    --------------     ---------------
                  800,000               $ 0.050              2004

     Holders  of  warrants  to  purchase  9,090,658  shares of Common  Stock and
     800,000  shares of Preferred  Stock have agreed to refrain from  exercising
     their warrants until the Company's authorized shares capital is increased.

                                       6
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The  statements  contained  in this  Report on Form  10-QSB  that are not purely
historical are  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,   including    statements   regarding   the   Company's    "expectations",
"anticipation",  "intentions",  "beliefs", or "strategies" regarding the future.
Forward-looking   statements  include  statements  regarding  revenue,  margins,
expenses, and earnings analysis for fiscal 2000 and thereafter;  future products
or product  development;  the Company's product development  strategy;  any debt
conversion or repayment negotiations including but not limited to the conversion
of the Company's wholly-owned  subsidiary's debt to the subsidiary's equity; and
liquidity  and  anticipated  cash needs and  availability.  All  forward-looking
statements  included in this Report are based on  information  available  to the
Company on the date of this Report,  and the Company  assumes no  obligation  to
update any such  forward-looking  statement.  It is  important  to note that the
Company's   actual   results  could  differ   materially   from  those  in  such
forward-looking statements. Among the factors that could cause actual results to
differ  materially  are the  factors  discussed  in Item 1,  "Business - Special
Considerations" of the Company's Form 10-KSB for the year ended July 31, 1999.

BASIS OF PRESENTATION

The  following  discussion  should  be read in  conjunction  with the  condensed
consolidated  financial  statements  included  elsewhere  within this  quarterly
report.  Fluctuations in annual and quarterly  operating  results may occur as a
result  of  certain  factors  such as the size and  timing of  customer  orders,
competition,  and general  economic  conditions.  The  customer  base is located
primarily  in Arizona  and Las Vegas,  Nevada,  which  experiences  an  economic
downturn  in the  hospitality  industry  during  the hot  summer  months  due to
decreased  tourism.  Because  of  such  fluctuations,   historical  results  and
percentage  relationships are not necessarily  indicative of the results for any
future period.

RESULTS OF OPERATIONS

THREE MONTHS ENDED OCTOBER 31, 1999 AND 1998

The  following  table  summarizes  the  operating  results  of the  Company as a
percentage of revenue for the periods indicated.

                                                            Three Months Ended
                                                                October 31,
                                                            ------------------
                                                            1998         1998
                                                            -----        -----
     Revenue                                                 100%         100%
     Plant operating costs                                    90%          87%
     General and administrative expenses                      15%          20%
                                                           -----        -----
          Operating Loss                                      (5%)         (7%)
     Interest Expense                                          7%           7%
                                                           -----        -----
          Net Loss                                           (12%)        (14%)
                                                           =====        =====

     REVENUE

Revenue was $479,382  for the first  quarter of fiscal 1999 and $487,748 for the
first quarter of fiscal 2000. The increase of $8,367 or 1.8% is fractional  when
compared  to the 30% sales  growth in the first  quarter of fiscal 1999 over the
first quarter of fiscal 1998.  The primary  reason for the decrease in the sales
growth is a vacancy in the sales  representative  position.  The Company did not
have  available  resources to fill the sales  representative  position until the
seasonal summer market contraction ended.

                                       7
<PAGE>
     OPERATING EXPENSES

Operating  Expenses  were  87% of  sales as of  October  31,  1998 and 90% as of
October  31,  1999.  As a  percentage  of  sales  this  category's  expenditures
increased  3%. The  increase  is  attributable  to an  increase  in the  monthly
building lease rate,  increased  repairs and  maintenance  costs,  and increased
bakery labor costs  offset by savings in packaging  and  ingredient  costs.  The
Company also contracted with a consulting firm to advise on baking and equipment
efficiency issues during the first quarter of fiscal 2000.

     GENERAL AND ADMINISTRATIVE

General and  administrative  expenses were $96,468 for the quarter ended October
31,  1998 and  $76,966 for the quarter  ended  October 31,  1999,  a decrease of
$19,502 or 20%. The vacancy in the sales representative position and the related
decrease in selling expenses  accounted for a substantial amount of the decrease
in general and  administrative  expenses.  However, a decrease in both insurance
expense and professional fees also offered significant savings.

     INTEREST EXPENSE

Interest expense was $36,311 in the first quarter of 1999, an increase of $1,157
over the first quarter of 1998.  The increase is  attributable  to the increased
borrowings and higher interest rates.

LIQUIDITY AND CAPITAL RESOURCES

On October 31, 1999,  the Company had a working  capital  deficit of  $1,198,768
compared to  $1,116,400  on July 31, 1999.  The $82,368  increase in the working
capital  deficit  resulted  from  increases  in  accounts  payable  and  accrued
liabilities  coupled with  decreases in accounts  receivable  and other  current
assets. The Company had a positive operating cash flow, however,  available cash
was used to purchase bakery equipment.

Net cash provided by operating  activities was $2,294 for the first three months
of fiscal 1999 compared to net cash provided by operating  activities of $10,495
for the first three months of fiscal 2000. The most significant  reason for this
change was the  ability of the  Company to shorten  the  collection  time of its
accounts receivables and extend trade payables.  Another contributing factor for
the increase in operating cash flow is the increase in accrued liabilities,  due
to the accrued and unpaid interest.

Net cash used in investing  activities  was $31,466 in the first quarter of 1999
compared to $57,730  for the first  quarter of 2000.  In fiscal  year 1999,  the
Company  purchased an additional proof box to supplement the existing proof box.
In fiscal year 2000,  the Company  purchased an automated  packaging  line which
decreased the costs of packaging  materials and labor,  increased product safety
with an on-line metal detection component, and streamlined the packaging process
with  incline  and decline  conveyors.  The Company  also  purchased  additional
production  equipment  necessary  to  automate  a certain  product  line,  which
significantly  decreased  the costs of  dividing  and forming  these  previously
hand-made   products.   These  equipment  purchases  are  expected  to  increase
efficiency and decrease production costs.

Net cash provided by financing  activities  was $39,625 for the first quarter of
fiscal 2000.  There were not any financing  activities  for the first quarter of
fiscal  1999.  The fiscal 2000  activity  consisted  of $45,000 in new loans and
$5,375 of payments on existing debt.

As of  December  15,  1999,  certain  members  of the Board of  Directors,  four
shareholders,  and one third-party lender have loaned the Company's wholly-owned
subsidiary  an aggregate of  $1,408,983.  On December 15, 1999,  $765,005 of the
notes  payable  have  matured  and  remain  in  delinquent  status.  All  of the
delinquent notes payable are secured by the assets of the Company's wholly-owned
subsidiary;  $475,000  secured by machinery and equipment,  $207,505  secured by

                                       8
<PAGE>
furniture  and fixtures,  $32,500  secured by accounts  receivable,  and $50,000
secured by all personal property owned by the Company's wholly-owned subsidiary.
The  holders  of the  delinquent  notes  payable  pose a  serious  threat to the
viability of the  continuing  business  because they may demand payment or seize
the secured assets.  There can be no assurance that additional financing will be
available to the Company or its subsidiary on acceptable  terms,  if at all. Any
inability by the Company to obtain  additional  financing,  if required,  or the
loss of any of the Company's  assets would have a material adverse effect on the
operations of the Company.

Management is actively  identifying  and pursuing any options for  additional or
alternative  financing and repayment of its subsidiary's debt in default.  As of
December 15, 1999, the Company's  sources of external  financing remain limited.
The Company  does not expect that  internal  sources of  liquidity  will improve
until net cash is consistently provided by operating activities, and, until such
time, the Company will rely upon external sources for liquidity. The Company has
not  established  any  lines  of  credit  or  any  other  significant  financing
arrangements  with any third  party  lenders.  The  Company  has been  unable to
identify other sources  regarding  securing working  capital,  a function of the
involuntary  bankruptcy  experienced  in 1994 and  continuing  business  losses.
Because  the  Company  has been  unsuccessful  in  identifying  a new  source of
financing,  the Company is considering  renegotiating its subsidiary's debt that
is in default by conversion of that debt into equity of its subsidiary. However,
should the  Company  be  successful  in this  negotiation,  it will  result in a
significant  dilution of the Company's  interest in its subsidiary and therefore
the Company's shareholder's ownership position.

The Company's independent accountants have issued an opinion with an explanatory
paragraph with respect to the Company's financial statements for the years ended
July 31, 1999 and 1998 to reflect that the Company has suffered recurring losses
from operations and has a working capital deficit and deficit in equity for both
years that raise  substantial doubt about the ability of the Company to continue
as a going concern.  In addition,  the report notes that the Preferred  Stock of
the Company has a total  liquidation  preference  and  accumulated  dividends of
approximately  $2,128,000 which may effect the Company's ability to raise funds.
See "Part I, Item 1, Notes to Consolidated  Financial  Statements,  Note (b)" of
this Report.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDING

     None

ITEM 2. CHANGES IN SECURITIES

     None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     As of December  15, 1999,  the total  amount of arrearage of the  Company's
     wholly-owned  subsidiary's  debt  which had  matured  was  $1,204,473.  The
     $1,204,473 is 251% of the total assets of the Company.  The Company  failed
     to repay the  principal on the notes as they mature in an aggregate  amount
     of $765,005. Additionally, the Company has failed to make periodic interest
     payments  on  all  of the  notes  payable,  delinquent  or  current,  in an
     aggregate  amount of  $439,468.  All of the  delinquent  notes  payable are
     secured by the assets of the Company's  wholly-owned  subsidiary;  $475,000
     secured by machinery  and  equipment,  $207,505  secured by  furniture  and
     fixtures,  $32,500 secured by accounts  receivable,  and $50,000 secured by
     all personal property of the Company's wholly-owned subsidiary.

                                       9
<PAGE>
     The  Company  is in arrears on the  accumulated  dividends  on its Series A
     Convertible  Preferred  Stock in the amount of  $705,000,  payable  only in
     shares of Preferred Stock at the current market price. The Company has been
     unable to declare  and  distribute  any  Preferred  Stock  dividends  since
     February  1995 due to the limited  authorized  share  capital of its Common
     Stock and the distribution costs.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not Applicable

ITEM 5. OTHER INFORMATION

     On December 17, 1999,  Director  Nicolas Fegen resigned his position on the
     Company's  Board  of  Directors.  Mr.  Fegen  had  served  on the  Board of
     Directors from February 1995 through December 1999 and acted as Chairman of
     the Board and Chief  Executive  Officer from February 1995 through  January
     1997 during the Company's transition out of bankruptcy.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) Exhibits

            2     Certificate of Owner and Merger (1)
            2.1   Second  Amended Plan of  Reorganization  and Disclosure
                  Statement
            2.2   Modification of Second Amended Plan of Reorganization
            3.1   Certificate of Incorporation,  as amended, (included as
                  annex  to  Exhibit  2);  Amendment  to  Certificate  of
                  Incorporation (1) Bylaws, as amended (1)
            3.2   Bylaws, as amended (1)
            4     Amended Certificate of Designations,  Preferences,  and
                  Rights of Series A Convertible Preferred Stock (2)
            4.6   Warrant   Agreement   covering   506,250  Common  Stock
                  Purchase Warrants (M Warrants) (3)
            27.1  Financial Data Schedule

----------
(1)  Filed as exhibit to  Registrant's  Form S-18  Registration  Statement  (No.
     33-16869) which is incorporated herein by reference.
(2)  Incorporated by reference to the Registration  Statement on Form S-1 of the
     Registrant as filed with the SEC on March 8, 1993 (File No. 33-59116)
(3)  Incorporated by reference to the Registration  Statement on Form S-1 of the
     Registrant as filed with the SEC on March 1, 1993 (File No. 33-58858).

        (b) Exhibits Reports on Form 8-K

            None

                                       10
<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.


                                    Skolniks, Inc.


Dated: December 20, 1999            /s/ Russell K. Swartz
      ------------------            --------------------------------------------
                                    Russell K. Swartz
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)


Dated: December 20, 1999            /s/ Anga Allen
      ------------------            --------------------------------------------
                                    Anga Allen
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                       11