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 January 31, 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 JANUARY 31, 1998



                                TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

       Item 1. Financial Statements
               Condensed Consolidated Balance Sheets - January 31, 1998
                 and July 31, 1997............................................3

               Condensed Consolidated Statements of Operations - Three
               and Six Month Periods Ended January 31, 1998 and 1997..........4

               Condensed Consolidated Statements of Cash Flows - Six
               Month Periods Ended January 31, 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
                                JANUARY 31, 1998
                                   (unaudited)


                                              January 31, 1998     July 31, 1997
                                                 (unaudited)
                                              ----------------     -------------
                                     ASSETS
CURRENT ASSETS
  Cash                                          $     (2,611)      $         68
  Accounts Receivable, Net                           163,555            104,234
  Inventory, Net                                      53,851             41,397
  Other Current Assets                                51,351             30,365
                                                ------------       ------------

TOTAL CURRENT ASSETS                                 266,146            176,064

  Property & Equipment, Net                          263,229            301,931
                                                ------------       ------------

TOTAL ASSETS                                    $    529,375       $    477,995
                                                ============       ============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts Payable and
  Accrued Liabilities                           $    390,596       $    394,129
  Notes Payable - Related Parties                  1,106,005            805,005
                                                ------------       ------------

TOTAL CURRENT LIABILITIES                       $  1,496,601       $  1,199,134

  Commitments and Contingencies                            0                  0
                                                ------------       ------------

STOCKHOLDERS' DEFICIT:
  Preferred Stock, $0.01 par value, 2,000,000
    shares authorized; shares issued: January
    1998 - 494,004 and July 1997 - 532,271      $      4,940       $      5,323
  Common Stock, $0.001 par value, 10,000,000
    shares authorized; shares issued: January
    1998 - 9,150,756 and July 1997 - 9,072,489         9,151              9,072
  Additional Paid in Capital                      21,108,346         21,088,042
  Accumulated Deficit                            (21,187,122)       (20,921,035)
                                                ------------       ------------
                                                     (64,685)           181,402
  Less Treasury Stock, at cost                      (902,541)          (902,541)
                                                ------------       ------------
TOTAL STOCKHOLDERS' DEFICIT                     $   (967,226)      $   (721,139)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT     $    529,375       $    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          Six-Months Ended
                                   January 31,                January 31,
                             ----------------------     -----------------------
                                1998         1997          1998          1997
                                ----         ----          ----          ----
  Product Sales (net)        $  426,553   $  383,536    $  794,268   $  732,528

EXPENSES:
  Plant Operating Costs         417,266      378,709       851,810      725,828
  General & Administrative       93,095      184,372       156,276      275,795
                             ----------   ----------    ----------   ----------

Loss from Operations         $  (83,808)  $ (179,545)   $ (213,818)  $ (269,095)

  Interest Income (Expense)     (32,168)     (18,723)      (52,268)     (37,349)
                             ----------   ----------    ----------   ----------

LOSS BEFORE EXTRAORDINARY
  ITEM                       $ (115,976)  $ (198,268)   $ (266,086)  $ (306,444)

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

NET INCOME (LOSS)            $ (115,976)  $3,328,705    $ (266,086)  $3,220,529
                             ==========   ==========    ==========   ==========

Income (Loss) before
  Extraordinary Item         $    (0.02)  $    (0.03)   $    (0.04)  $    (0.04)
Extraordinary Item                (0.00)        0.47         (0.00)        0.47
                             ----------   ----------    ----------   ----------
Net Income (Loss) per Share  $    (0.02)  $     0.44    $    (0.04)  $     0.43
                             ==========   ==========    ==========   ==========

Weighted Average Shares
  Outstanding                 9,116,116    7,456,332     9,111,623    7,456,332

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

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

                                                          Six-Months Ended
                                                             January 31,
                                                      -------------------------
                                                         1998           1997
                                                         ----           ----

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)                                     $(266,086)    $ 3,220,529
Adjustments to reconcile net income to net
 cash used in operating activities:
   Extraordinary Gain - Debt Forgiveness                      0      (3,526,973)
   Depreciation and Amortization                         39,162          35,495
   Decrease (Increase) in Accounts Receivable           (59,321)        (27,299)
   Decrease (Increase) in Inventory                     (12,455)        (11,501)
   Decrease (Increase) in Other Current Assets          (20,986)        (25,272)
   Increase (Decrease) in Accounts Payable and
     Accrued Liabilities                                 (3,533)         82,854
                                                      ---------     -----------
NET CASH USED IN OPERATING ACTIVITIES                 $(323,219)    $  (252,167)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment                 $    (460)    $   (32,917)
                                                      ---------     -----------

NET CASH USED IN INVESTING ACTIVITIES                 $    (460)    $   (32,917)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on Debt                                   $       0     $    (7,340)
   Proceeds from Borrowing                              321,000         100,000
   Proceeds from Stock Issuance                               0       1,000,000
   Payments to Creditors' Trust                       $       0     $  (800,000)
                                                      ---------     -----------


NET CASH PROVIDED BY FINANCING ACTIVITIES             $ 321,000     $   292,660
                                                      ---------     -----------

NET INCREASE IN CASH                                  $  (2,679)    $     7,576
CASH, BEGINNING OF PERIOD                                    68          13,539
                                                      ---------     -----------

CASH, END OF PERIOD                                   $  (2,611)    $    21,115
                                                      =========     ===========

NON-CASH INVESTMENT/FINANCING ACTIVITIES:
   Notes Payable Converted to Common Stock            $  20,000     $         0
   Preferred Stock Converted to Common Stock                293               0
   Common Stock Issued to Creditors' Trust                    0             500
                                                      ---------     -----------
TOTAL NON-CASH TRANSACTIONS                           $  20,293     $       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 JANUARY 31, 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  January  31,  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  $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 two  quarters  of fiscal  year 1998,  the Company
     incurred  operating  losses  of  $480,408  and  $213,818  respectively.  In
     addition,  the Company has a deficit in working  capital of  $1,023,070  at
     July 31,  1997 and  $1,230,455  at January 31, 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 January  31,  1998,  the Company  had  approximately  $20 million of net
     operating loss  carryforwards  available for both  financial  statement and
     federal  income tax purposes.  These  carryforwards,  which 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  October  1998,  certain  members of the Board of
     Directors  and three  shareholders  have  loaned  the  Company  $1,291,005,
     including  $1,106,005  total loaned through January 31, 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% of the shares vest  immediately
     and 50% of the shares  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 (100,000 shares are currently vested and
     the remaining 50,000 vest in May 1999).

     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  January 31, 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 January 31, 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
                                                          January 31,
                                                      1998           1997
                                                      ----           ----
         Revenue                                      100%           100%
         Operating Expenses                            98%            99%
         General and Administrative                    22%            48%
                                                      ---            ---
           Operating Income (Loss)                    (20%)          (47%)
         Interest Expense                               7%             5%
                                                      ---            ---
           Income (Loss)  before Extraordinary Item   (27%)          (52%)
         Extraordinary Item - Debt Forgiveness          0%           920%
                                                      ---            ---
           Net Income (Loss)                          (27%)          868%
                                                      ===            ===

                                       8
<PAGE>
         REVENUE

Revenue was $426,553 for the second  quarter of 1998 and $383,536 for the second
quarter of 1997. The increase of $43,017or 11% 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.

         PLANT OPERATING EXPENSES

Operating  Expenses  were  $417,226 for the quarter  ended  January 31, 1998 and
$378,709 for the quarter ended January 31, 1997. The increase is attributable to
the increase in sales.  The Plant  Operating  Expenses as a percentage  of sales
actually dropped one percentage point.

         GENERAL AND ADMINISTRATIVE

General and  administrative  expenses were $93,095 for the quarter ended January
31, 1998 and  $184,372  for the quarter  ended  January 31,  1997, a decrease of
$91,277 or 50%. An  effective  cost  reduction  program is the most  significant
reason for this decrease.

         INTEREST EXPENSE

Interest  expense  was  $32,168 in the second  quarter of 1998,  an  increase of
$13,445 over the second  quarter of 1997.  The increase is  attributable  to the
increased borrowings.

         EXTRAORDINARY ITEM - DEBT FORGIVENESS

The Company recorded an  Extraordinary  Gain of $3,526,973 in the second quarter
of 1997 due to the  settlement  of claims  in the  Company's  Reorganization  in
Bankruptcy.  Claims  settled  included  trade  accounts  payable of  $3,201,120,
unsecured   notes  payable  of  $185,588,   leases  payable  of  $714,265,   and
subordinated debentures of $226,000. The claims were settled with a cash payment
of $800,000  and issuance of 500,000  shares of Common  Stock to the  Creditors'
Commission.

LIQUIDITY AND CAPITAL RESOURCES

At January 31, 1998,  the Company had a working  capital  deficit of  $1,230,455
compared to 1,023,070 at July 31, 1997.  The decrease of $207,385 in the deficit
resulted from increased borrowings of $321,000 offset by an increase in accounts
receivable,  inventory, and other assets of 92,762, decrease in accounts payable
and accrued liabilities of $3,533, and debt conversion of $20,000.

Net cash used in operating  activities was $323,219 in the first two quarters of
1998 compared to $252,167 in the first two quarters of 1997. The increase in net
cash used in operating  activities  for the six month  period ended  January 31,
1998 resulted from decreased  operating losses of  approximately  $40,000 in the
first two quarters of 1998 compared to the first two quarters of 1997, offset by
increases  in  accounts  receivable,   inventories,   and  prepaid  expenses  of
approximately $28,690 and a decrease in accounts payable and accrued liabilities
of $86,387. Net cash provided by financing activities for the first two quarters
of fiscal 1998 was  $321,000  compared to $100,000 in the first two  quarters of
fiscal  1997.  The  difference   resulted  primarily  from  increase  borrowings
necessary to finance the deficit in  operating  cash.  As of July 31, 1997,  the
Company was in default on all payments to most of its trade vendors and lenders.
As of January 31, 1998, the Company has made progress  towards  eliminating  the
past due accounts payable. However, most trade vendors placed the Company on COD
payment  terms in  addition  to  requiring  payment  of past  amounts.  All such
obligations  have been classified as current as of July 31, 1997 and

                                       9
<PAGE>

January 31, 1998. Furthermore as of January 31, 1998, the Company was in arrears
on dividends on its Preferred Stock in the amount of $489,064  payable in shares
of Preferred Stock.

As of January 31,  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. 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.
         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.

                In January 1997 through August 1998, the Company issued warrants
         to purchase  2,550,000 shares of Common Stock to officers and directors
         of the Company as compensation  for their services.  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   Financial Date 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