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 April 30, 1998                    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, Scottsdale, Arizona 85260
                -------------------------------------------------
               (Address of principal executive office) (Zip code)


                                 (602) 443-9640
                 ----------------------------------------------
                (Issuer's telephone number, including area code)


Securities registered under Section 12(g) of the Exchange Act:

                         COMMON STOCK, $ 0.001 PAR VALUE
         SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK, $.01 PAR VALUE
            SKNS-M WARRANTS TO PURCHASE COMMON STOCK, $.001 PAR VALUE
                                (Title of Class)

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 [ ] NO [X]

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 [ ]

The number of shares  outstanding of issuer's Common Stock,  $.001 par value per
share, as of July 31, 1998 was 9,328,176.

Transitional Small Business Disclosure Format (check one): YES [ ]   NO [X]
<PAGE>

                                 SKOLNIKS, INC.
                         QUARTERLY REPORT ON FORM 10-QSB
                      FOR THE QUARTER ENDED APRIL 30, 1998


                                TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

       Item 1. Financial Statements

               Condensed Consolidated Balance Sheets - April 30, 1998
               and July 31, 1997..............................................3

               Condensed Consolidated Statements of Operations -
               Three and Nine Month Periods Ended April 30, 1998 and 1997.....4

               Condensed Consolidated Statements of Cash Flows -
               Nine Month Periods Ended April 30, 1998 and 1997...............5

               Notes to Consolidated Financial Statements.....................6

       Item 2. Management's Discussion and Analysis of Financial
                Condition and Results of Operations...........................8

PART II. OTHER INFORMATION

       Item 1. Legal Proceedings.............................................11

       Item 2. Changes in Securities.........................................11

       Item 3. Defaults Upon Senior Securities...............................11

       Item 4. Submission of Matters to a Vote of Securities Holders.........11

       Item 5. Other Information.............................................11

       Item 6. Exhibits and Reports of Form 8-K..............................12

               SIGNATURES....................................................13
<PAGE>
                                 SKOLNIKS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 APRIL 30, 1998
                                   (unaudited)

                                                April 30, 1998    July 31, 1997
                                                 (unaudited)
                                                --------------    -------------
                                     ASSETS
CURRENT ASSETS
  Cash                                           $     17,711      $         68
  Accounts Receivable, Net                            168,695           104,234
  Inventory, Net                                       47,541            41,397
  Other Current Assets                                 49,453            30,365
                                                 ------------      ------------

TOTAL CURRENT ASSETS                                  283,400           176,064

  Property & Equipment                                885,239           884,779
  Less Accumulated Depreciation                      (641,592)         (582,848)
                                                 ------------      ------------

                                                      243,647           301,931
                                                 ------------      ------------

TOTAL ASSETS                                     $    527,047      $    477,995
                                                 ============      ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
  Accounts Payable and
  Accrued Liabilities                            $    323,797      $    394,129
  Notes Payable - Related Parties                   1,211,005           805,005
                                                 ------------      ------------

TOTAL CURRENT LIABILITIES                        $  1,534,802      $  1,199,134

  Commitments and Contingencies                             0                 0
                                                 ------------      ------------
STOCKHOLDERS' DEFICIT:
  Preferred Stock, $0.01 par value, 2,000,000
     shares authorized; shares issued: April
     1998 - 485,645 and July 1997 - 532,271      $      4,856      $      5,323
  Common Stock, $0.001 par value, 10,000,000
     shares authorized; shares issued: April
     1998 - 9,269,855 and July 1997 - 9,072,489         9,270             9,072
  Additional Paid in Capital                       21,118,310        21,088,042
  Accumulated Deficit                             (21,237,650)      (20,921,035)
                                                 ------------      ------------
                                                     (105,214)          181,402
  Less Treasury Stock, at cost                       (902,541)         (902,541)
                                                 ------------      ------------
TOTAL STOCKHOLDERS' DEFICIT                      $ (1,007,755)     $   (721,139)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT      $    527,047      $    477,995
                                                 ============      ============

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

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


                                Three-Months Ended         Nine-Months Ended
                                     April 30,                 April 30,
                            ------------------------    -----------------------
                                1998         1997          1998        1997
                                ----         ----          ----        ----
  Product Sales (net)       $  487,431    $  390,793    $1,281,698   $1,123,321

EXPENSES:
  Plant Operating Costs        433,936       383,348     1,285,693    1,115,981
  General & Administrative      74,224        93,358       230,552      362,349
                            ----------    ----------    ----------   ----------

Loss from Operations        $  (20,729)   $  (85,913)   $ (234,547)  $ (355,009)

  Interest Income (Expense)    (29,800)      (18,600)      (82,068)     (55,948)
                            ----------    ----------    ----------   ----------

LOSS BEFORE EXTRAORDINARY
  ITEM                      $  (50,529)   $ (104,513)   $ (316,615)  $ (410,957)

EXTRAORDINARY ITEM - DEBT
  FORGIVENESS                        0             0             0    3,526,973
                            ----------    ----------    ----------   ----------

NET INCOME (LOSS)           $  (50,529)   $ (104,513)   $ (316,615)  $3,116,016
                            ==========    ==========    ==========   ==========

Income (Loss) before
  Extraordinary Item        $    (0.01)   $    (0.02)   $    (0.04)  $    (0.07)
Extraordinary Item               (0.00)        (0.00)        (0.00)        0.47
                            ----------    ----------    ----------   ----------
Net Income (Loss) per Share $    (0.01)   $    (0.02)   $    (0.04)  $     0.40
                            ==========    ==========    ==========   ==========
Weighted Average Shares
  Outstanding                9,210,306     7,986,332     9,171,172    7,471,220



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

                                       4
<PAGE>
                                 SKOLNIKS, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)

                                                         Nine-Months Ended
                                                             April 30,
                                                      -------------------------
                                                         1998          1997
                                                         ----          ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)                                     $(316,615)    $ 3,116,016
Adjustments to reconcile net income to net
 cash used in operating activities:
  Extraordinary Gain - Debt Forgiveness                       0      (3,526,973)
  Depreciation and Amortization                          58,743          53,243
  Decrease (Increase) in Accounts Receivable            (64,461)        (34,096)
  Decrease (Increase) in Inventory                       (6,144)        (27,217)
  Decrease (Increase) in Other Current Assets           (19,088)        (22,220)
  Increase (Decrease) in Accounts Payable and
    Accrued Liabilities                                 (70,332)        116,072
                                                      ---------     -----------
NET CASH USED IN OPERATING ACTIVITIES                 $(417,897)    $  (325,175)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment                 $    (460)    $   (78,135)
                                                      ---------     -----------
NET CASH USED IN INVESTING ACTIVITIES                 $    (460)    $   (78,135)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on Debt                                    $       0     $   (10,340)
  Proceeds from Borrowing                               436,000         175,000
  Proceeds from Stock Issuance                                0       1,030,000
  Payments to Creditors' Trust                        $       0     $  (800,000)
                                                      ---------     -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES             $ 436,000     $   394,660
                                                      ---------     -----------

NET INCREASE IN CASH                                  $  17,643     $    (8,650)
CASH, BEGINNING OF PERIOD                                    68          13,539
                                                      ---------     -----------

CASH, END OF PERIOD                                   $  17,711     $     4,889
                                                      =========     ===========
NON-CASH INVESTMENT/FINANCING ACTIVITIES:
   Notes Payable Converted to Common Stock            $  30,000     $         0
   Preferred Stock Converted to Common Stock                 47
   Common Stock Issued to Creditors' Trust                    0             500
                                                      ---------     -----------
TOTAL NON-CASH TRANSACTIONS                           $  30,047     $       500
                                                      =========     ===========

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

                                       5
<PAGE>
                                 SKOLNIKS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE PERIOD ENDED APRIL 30, 1998

(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 April 30, 1998 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, 1997 financial statements
    and accompanying notes thereto.

(b) At a hearing held in bankruptcy  court on March 20, 1995, the Company agreed
    to an order for relief  under  Chapter 11 of the  United  States  Bankruptcy
    Code.  The  Company  submitted  a plan to the  bankruptcy  court,  which was
    approved. The plan was mailed to the creditors and shareholders May 2, 1996.
    The Court confirmed the plan of reorganization  at the Confirmation  Hearing
    held on July 10, 1996, at the United States  Bankruptcy Court in the Western
    District of Oklahoma.  The Company  raised  $1,000,000  by selling 1 million
    shares of Common Stock to fund the Plan of  Reorganization.  The  creditor's
    trust  received a cash  payment of  $800,000  and  500,000  shares of Common
    Stock.   The  Company   completed  all   requirements   under  the  Plan  of
    Reorganization  on December  18,  1996.  The Court  issued a Final Decree in
    connection  with the  Company's  Reorganization  in Bankruptcy on October 8,
    1998.

(c) During  1997 and the first three  quarters of fiscal year 1998,  the Company
    incurred  operating  losses  of  $480,408  and  $234,547  respectively.   In
    addition, the Company has a deficit in working capital of $1,023,070 at July
    31, 1997 and  $1,251,402  at April 30, 1998 and a deficit in equity for both
    time 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

(d) 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.

(e) 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  market.  While the  product  line  presently
    includes  bagels,  breadsticks,  and  Italian  specialty  breads,  a line of
    upscale, European Artesan breads has been developed and is being introduced.
    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.

                                       6
<PAGE>

(f) At April  30,  1998,  the  Company  had  approximately  $20  million  of net
    operating  loss  carryforwards  available for both  financial  statement and
    federal  income tax purposes.  These  carryforwards  expire through 2018. No
    deferred tax asset has been recorded as the realization of the benefit is in
    substantial doubt.

(g) Since  March  1995  through  August  1998,  certain  members of the Board of
    Directors  and  three  shareholders  have  loaned  the  Company  $1,291,005,
    including $1,211,005 total loaned through April 30, 1998. In connection with
    these loans, the Board members have been issued warrants to purchase a total
    of 4,674,009 shares of Common Stock.

                       Number of Shares       Exercise Price
                          1,430,009............$0.500
                          1,524,000............$0.250
                            920,000............$0.125
                            800,000............$0.100
                          ---------
                          4,674,009
                          =========

    The Board members were issued warrants (50% vest immediately and 50% vest in
    two years) to  purchase  2,100,000  shares at $0.375 and  300,000  shares at
    $0.10 upon joining the Board.  Also,  350,000  warrants have been granted to
    certain  members of  management:  200,000 shares at $1.00 and 150,000 shares
    $0.375.

    Holders of warrants to purchase 7,409,009 shares of common stock have agreed
    to refrain from  exercising  their warrants  until the Company's  authorized
    shares capital is increased.

(h) Net  Income  per share for the  periods  ended  April 30,  1998 and 1997 was
    determined by dividing net income  available to common  shareholders  by the
    weighted-average  number of common and common equivalent shares outstanding.
    Common stock  equivalents  recognize the potential  dilutive  effects of the
    future  exercise of common  stock  option.  The  weighted-average  number of
    common equivalent shares assumes the exercise of all outstanding options and
    the corresponding repurchase of shares using the treasury stock method as of
    the beginning of each period  presented.  The common stock  warrants for the
    periods presented do not quality as common equivalents.


                                       7
<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 1998 and thereafter;  future products
or  product  development;   the  Company's  product  development  strategy;  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, 1997.

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,  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 April 30, 1998 and 1997

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

                                                            Three Months Ended
                                                                April 30,
                                                           1998            1997
                                                           ----            ----
        Revenue                                            100%            100%
        Operating Expenses                                  89%             98%
        General and Administrative                          15%             24%
                                                           ---             ---
             Operating Income (Loss)                        (4%)           (22%)
        Interest Expense                                     6%              5%
                                                           ---             ---
             Income (Loss) before Extraordinary Item       (10%)           (27%)
        Extraordinary Item - Debt Forgiveness                0%              0%
                                                           ---             ---
             Net Income (Loss)                             (10%)           (27%)
                                                           ===             ===

                                       8
<PAGE>
         REVENUE

Revenue was  $487,431  for the third  quarter of 1998 and $390,793 for the third
quarter  of 1997.  The  increase  of  $96,638  or 25% can be  attributed  to the
addition of a  full-time  sales  representative  and a more  focused  sales plan
directed at multiple-unit locations.  Also, a national sales broker organization
has been  retained to present the  breadstick  and bagel  product lines to major
retail grocery and foodservice accounts.

         OPERATING EXPENSES

Operating  Expenses  were 89% of sales on April  30,  1998 and 98% on April  30,
1997. As a percentage of sales this  category's  expenditures  decreased 9%. The
decrease is  attributable  to a cost reduction  program and increased  operating
efficiency.

         GENERAL AND ADMINISTRATIVE

General and administrative expenses were $74,224 for the quarter ended April 30,
1998 and $93,358 for the quarter  ended April 30, 1997, a decrease of $19,134 or
20%. An effective cost reduction program is the most significant reason for this
decrease.

         INTEREST EXPENSE

Interest  expense  was  $29,800 in the third  quarter of 1998,  an  increase  of
$11,200  over the third  quarter of 1997.  The increase is  attributable  to the
increased borrowings.

LIQUIDITY AND CAPITAL RESOURCES

At April 31,  1998,  the Company  had a working  capital  deficit of  $1,251,402
compared to 1,023,070 at July 31, 1997.  The decrease of $228,332 in the deficit
resulted from increased borrowings of $406,000 offset by an increase in accounts
receivable, inventory, and other assets of $89,693 and decrease accounts payable
and accrued liabilities of $70,332.

Net cash used in operating  activities  was $417,897 in the first nine months of
1998 compared to $325,175 in the first nine months of 1997.  The increase in net
cash used in  operating  activities  for the nine month  period  ended April 30,
1998, resulted from decreased operating losses of approximately  $94,342 in 1998
compared to the first nine  months of 1997,  increases  in accounts  receivable,
inventories,  and prepaid  expenses of approximately  $6,160,  and a decrease in
accounts payable and accrued liabilities of $186,404. Net cash used in investing
activities  was $460 in the first three quarters of 1998 compared to $78,135 for
the first three quarters of 1997. Net cash provided by financing  activities for
the first three quarters of fiscal 1998 was $436,000 compared to $175,000 in the
first three  quarters of fiscal 1997.  The  difference  resulted  primarily from
increase borrowings.

 As of July 31, 1997,  the Company was in default on all payments to most of its
trade vendors and lenders.  As of April 30, 1998,  the Company has made progress
towards  eliminating  the past due  accounts  payable and as a result some trade
vendors  began  offering  favorable  payment  terms.  All past  due and  current
obligations  have been  classified  as current as of July 31, 1997 and April 30,
1998. Furthermore April 30, 1998, the Company was in arrears on dividends on its
Preferred Stock in the amount of $560,645 payable in shares of Preferred Stock.

As of April 30,  1998,  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 provided by  operating  activities,  and,  until such
time, the Company will rely upon external sources for liquidity.

                                       9
<PAGE>

The Company  has not  established  any lines of credit or any other  significant
financing  arrangements  with any third party  lenders.  From March 1995 through
October  1998,  certain  members of the  Company's  Board of Directors and three
shareholders  have provided  operating  capital in exchange for interest bearing
notes  totaling an  aggregate  amount of  $1,291,005  and stock  warrants in the
aggregate of 4,674,009  warrants.  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.

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, 1997 and 1996 to reflect recurring losses from operations and a working
capital  deficit and deficit in equity  that raise  substantial  doubt about the
ability of the  Company to  continue  as a going  concern.  See "Part I, Item 1,
Notes to Consolidated Financial Statements, Note (e)."


                                       10
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1  LEGAL PROCEEDING

        A complaint  was filed in the  Maricopa  County  Superior  Court  (Civil
        Action No. CV98-03169) against the Company's wholly owned subsidiary R &
        B Quality  Foods for  non-payment  of trade debt.  On April 13,  1998, a
        settlement agreement was reached whereby R & B Quality Foods paid a lump
        sum of $50,000.00.

ITEM 2  CHANGES IN SECURITIES

        From March 1995  through  August  1998,  the Company  issued notes in an
        aggregate  amount of  $1,291,005  and  granted  warrants  in  connection
        therewith,  to purchase an aggregate of 4,674,009 shares of Common Stock
        in  exchange  for cash in the  amount of  $1,291,005  to  members of the
        Company's Board of Directors and to three shareholders of the Company.

        In January 1997  through  August 1998,  the Company  issued  warrants to
        purchase an aggregate  of  2,550,000  shares of Common Stock to officers
        and directors of the Company as compensation.

        The Company issued the notes and warrants without registration under the
        Securities  Act  in  reliance  on  Sections  4(2)  and/or  4(6)  of  the
        Securities Act.

ITEM 3  DEFAULTS UPON SENIOR SECURITIES Not applicable.


ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable.


ITEM 5  OTHER INFORMATION Not applicable.

                                       11
<PAGE>

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 Preorganization

            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

           The Company filed a Form 8-K on March 13, 1996.

                                       12
<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: 10/28/98                     /s/ Russell K. Swartz
                                    --------------------------------------------
                                    Russell K. Swartz
                                    President and Chief Executive Officer
                                    (Principle Executive Officer)


Dated: 10/28/98                     /s/ Gary D. Mallery
                                    --------------------------------------------
                                    Gary D. Mallery
                                    Chief Financial Officer
                                    (Principle Financial and Accounting Officer)



                                       13