UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                   FORM 10-QSB

       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934, for the quarter ended December 31, 1998.

                          Commission File Number 0-4289

                               TONE PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)



            ARKANSAS                                              71-0390957
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)



              2129 North 15th Street, Melrose Park, Illinois 60160
               (Address of principal executive offices) (Zip Code)



                                 (708) 681-3660
              (Registrant's telephone number, including area code)


Check whether the registrant (1) has filed all reports required by Section 13 or
15(d) of the  Securities Act of 1934 during the preceding 12 months (or for such
shorter  period that the  registrant  was  required to file such  reports),  and
(2)has been subject to such filing requirements for the past 90 days.

 Yes [X]   No [ ]

The number of shares  outstanding of issuer's only class of Common Stock,  $.010
par value, was 3,597,612 on January 28, 1999.


<PAGE>



PART I.  FINANCIAL INFORMATION


Item 1. Financial Statements



Introduction

The  consolidated  financial  statements  have been  prepared by Tone  Products,
Inc.("Company"),  without  audit,  pursuant to the rules and  regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial  statements prepared in accordance with generally
accepted  accounting  principles have been condensed or omitted pursuant to such
rules and regulations. The Company believes that the disclosures are adequate to
make the information  presented not misleading when read in conjunction with the
Company's  consolidated  financial  statements for the year ended  September 30,
1998. The financial information  presented reflects all adjustments,  consisting
only of normal recurring  adjustments,  which are, in the opinion of management,
necessary for a fair statement of the results for the interim periods presented.

<PAGE>

                               TONE PRODUCTS, INC
                           CONSOLIDATED BALANCE SHEET
                         Dec. 31, 1998 and Dec. 31, 1997
                                    Unaudited

                                                        Dec. 31,        Dec. 31,
                                                          1998            1997
                                                          ----            ----
Current Assets                                         
  Cash                                                    239,362        227,226
  Accounts Receivable                                     763,470      1,025,280
  Due from Related party                                    8,060         19,070
  Inventory                                             1,203,936        873,565
  Prepaids                                                 20,172         16,317
  Deferred Tax Asset                                       18,703         18,108
                                                       ----------     ----------
                  Total Current Assets                  2,253,703      2,179,566

  Property, Net                                         1,487,466      1,490,622
  Other Assets                                              4,648              0
  Goodwill                                                749,745        388,044
                                                       ----------     ----------
                    Total Assets                        4,495,562      4,058,231

  Line of Credit Payable                                  214,954        200,000
  Accounts Payable                                        359,279        292,540
  Note Payble Current Portion                             187,682        195,344
  Capital Lease obligation                                      0              0
  Income Taxes Payable                                    (12,464)       113,670
  Accrued expenses                                        207,020        151,376
  Accrued Property Taxes                                   68,962         71,644
  Current Defferred Tax Liabilities                             0              0
                                                       ----------     ----------
                  Total current Liabilites              1,025,433      1,024,574

Notes Payble Long Term                                     68,001              0
Capital Lease Obligation                                        0              0
Deferred Tax Liabilities                                   62,150         92,778
                                                       ----------     ----------
                  Total long term Liabilities             130,151         92,778
                                                       ----------     ----------
                  Total Liabilities                     1,155,584      1,117,352

Commitments and contingencies
Shareholders equity
  Common Stock 3,579,612 @ $0.10 par value                357,961        369,211
  Common Stock Committed                                   21,136           --
  Capital in excess of par value                          863,307      1,012,057
  Retained Earnings                                     2,097,574      1,559,612
                  Total Shareholders Equity             3,339,978      2,940,880
                                                       ----------     ----------
                  Total Liablilities and
                  shareholders equity                   4,495,562      4,058,232

<PAGE>


                               Tone Products, Inc.
                      Consolidated Statement of Operations
                 For the Three Months Ended Dec. 31, 1998, 1997
                                    Unaudited

                                                      Dec. 31,         Dec. 31,
                                                        1998             1997
                                                        ----             ----

Net Sales                                             2,351,064       2,292,685
Cost of Sales                                         1,659,581       1,617,250
                                                     ----------      ----------
   Gross Profit  (Loss)                                 691,483         675,435
Operating Costs and Expense                             689,689         641,738
   Income (Loss) from Operations                          1,794          33,697

Other Expense                                              (150)         (2,565)
Income (Loss) before Provision for taxes                  1,944          36,262

Provision for income taxes                                    0          10,879
                                                     ----------      ----------
         Net (Loss)                                       1,944          25,384

Net income per common share:
         Primary                                           0.00            0.01

         Fully diluted                                     0.00            0.01


<PAGE>

<TABLE>
<CAPTION>


                                 TONE PRODUCTS, INC.

                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                    For the Three Months Ended Dec. 31, 1998 and
                    For the Three Months Ended Dec. 31, 1997 and

                                                                 1998         1997
                                                                 ----         ----
Cash flows from operating activities
<S>                                                           <C>          <C>      
         Net  income                                          $   1,944    $  25,384
         Adjustments to reconcile income (loss) to net cash
              provided by operating activities:
                   Depreciation and amortization                 89,572       72,097
         Decrease (increase) in assets:
                   Accounts receivable                          211,986      (68,163)
                   Inventory                                   (123,570)     125,491
                   Prepaid expenses                                 252       (4,836)
                   Deferred tax asset                                 0            0
                   Other assets                                       0        4,090
         Increase (decrease) in liabilities:
                   Line of credit payable                       (25,046)           0
                   Accounts payable                             (74,371)    (277,224)
                   Accrued property taxes                        68,962            0
                   Income taxes payable                        (169,000)    (141,090)
                   Deferred tax liabilities                           0            0
                                                              ---------    ---------
                   Cash provided by operating activities        (19,271)    (264,251)
                                                              ---------    ---------
Cash flows provided by (used in) investing activities:
         Purchases of property and equipment                    (63,841)     (96,119)
         Acquisition of subsidiary                                    0            0
                                                              ---------    ---------
                   Cash (used in) investing activities          (63,841)     (96,119)
                                                              ---------    ---------
Cash flows provided by (used in) financing activities:
         Principle payments of debt                                          (20,046)
         Proceeds from notes payable                             24,131            0
         Repurchase of common stock                            (160,000)           0
                                                              ---------    ---------
                   Cash provided by financing activities       (135,869)     (20,046)
                                                              ---------    ---------
Net increase (decrease) in cash                                (218,981)    (380,416)
Cash at beginning of period                                     458,343      349,617
                                                              ---------    ---------
Cash at end of period                                         $ 239,362    ($ 30,799)
                                                              =========    =========

</TABLE>

                               TONE PRODUCTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    For the Three Months Ended Dec. 31, 1998

                Supplemental Disclosure of Cash Flow Information

                                             1998
                                             ----
                             Interest       $7,600
                             Income taxes   $    0


<PAGE>

<TABLE>
<CAPTION>

                               Tone Products, Inc.
                 Consolidated Statements of Shareholders' Equity

                    For the Year Ended September 30, 1998 and
              The Three Months Ended December 31, 1998 (Unaudited)

                                                                                       Common Stock   
                                                            Common         Common       Committed     
                                                            Shares         Stock       To Be Issued   
                                                         -----------    -----------    ------------   
<S>                                                      <C>            <C>            <C>
Balance, September 30, 1996                                3,048,752        304,876       
    Shares issued in payment for debt                         64,500          6,450       
    Shares subscribed                                           --             --          
    Issuance of subscribed shares                            578,850         57,885      
    Net income                                                  --             --           
                                                         -----------    -----------    -----------
Balance, September 30, 1997                                3,692,102        369,211      
                                                         -----------    -----------    -----------
    Shares retired that  were exchanged
    in the reorganization (reverse merger) of Tone
    Products, Inc.                                          (112,490)   ($   11,250)        
    Shares committed and fully paid but not issued
    in the acquisition of T.J. Distributing                                            $    21,136
    Net income                                               
                                                         -----------    -----------    -----------
Balance, September 30, 1998                                3,579,612    $   357,961    $    21,136
                                                         -----------    -----------    -----------
    Common stock Purchased                                  
    Net Income                                                
                                                         -----------    -----------    -----------
Balance, December 31, 1998                                 3,579,612    $   357,961    $    21,136
                                                         ===========    ===========    ===========


(Continued)
                                                                           Stock                                        
                                                           Paid-in      Subscription   Retained                    
                                                           Capital        Proceeds     Earnings        Total 
                                                         -----------    -----------   -----------   -----------              
                                                        
Balance, September 30, 1996                                 (204,308)       988,000     1,230,073     2,318,641
    Shares issued in payment for debt                        122,550           --            --         129,000
    Shares subscribed                                           --          163,700          --         163,700
    Issuance of subscribed shares                          1,093,815     (1,151,700)         --            --
    Net income                                                  --             --         304,155       304,155
                                                         -----------    -----------   -----------   -----------
Balance, September 30, 1997                                1,012,057           --       1,534,228     2,915,496
                                                         -----------    -----------   -----------   -----------
    Shares retired that  were exchanged                       
    in the reorganization (reverse merger) of Tone
    Products, Inc.                                            11,250
    Shares committed and fully paid but not issued  
    in the acquisition of T.J. Distributing                                                              21,136     
    Net income                                                                            561,401       561,401
                                                         -----------    -----------   -----------   -----------
Balance, September 30, 1998                              $ 1,023,307                  $ 2,095,629   $ 3,498,033
                                                         -----------    -----------   -----------   -----------
    Common stock Purchased                                  (160,000)               
    Net Income                                                                              1,944
                                                         -----------    -----------   -----------   -----------
Balance, December 31, 1998                               $   863,307                  $ 2,097,573   $ 3,339,977
                                                         ===========    ===========   ===========   ===========

</TABLE>

<PAGE>

                               TONE PRODUCTS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Earnings/(Loss) per Common Share

     Primary earnings/(loss) per common and common equivalent share, assuming no
     dilution,  are computed  based on the weighted  average number of shares of
     common stock and common stock equivalents outstanding during each year. The
     number  of  weighted  average  common  and  common  equivalent  shares,  as
     applicable,  outstanding  during the three months ended  December 31, 1998,
     and the three months ended  December 31, 1997 was 3,597,612 and  3,695,221,
     respectively. Primary and fully diluted earnings per share are the same due
     to minimal trading in the Company's stock.


2.   Property, Plant, and Equipment

     Property, plant, and equipment consist of the following:


                                           December 31,   December 31,
                                              1998            1997
                                           -----------    -----------
          Leasehold improvements           $   498,676    $   456,115
          Machinery and equipment            2,511,262      2,861,792
          Furniture and fixtures               111,766         96,252
          Vehicles                             509,280        288,338
                                           -----------    -----------
                                             3,630,984      3,616,271
          Less: accumulated depreciation    (2,143,518)    (1,617,695)
                                           -----------    -----------
                                           $ 1,487,466    $ 1,998,576
                                           ===========    ===========

Depreciation expense was $89,572 and $72,097 for the three months ended December
31, 1998 and December 31, 1997, respectively.


<PAGE>



3.   Income Tax

     The components of the provision for income taxes are as follows:


                                             Dec. 31,    Dec. 31,
                                               1998       1997
                                               ----       ----
                Current expense:
                  Federal                        --     $ 9,379
                  State                          --       1,500
                                              -------   -------
                                                 --     $10,879
                                              -------   -------
                Deferred expense (benefit):
                  Federal                     $18,703      --
                  State                          --        --
                                              -------   -------

                                                           --
                                              -------   -------
                                              $18,703   $10,879
                                              =======   =======


4.   Commitments and Contingencies

     The Company has  operating  leases for  certain of its  facilities.  Future
     minimum lease payments at December 31, 1998, are as follows:

                                                                  Due To
                                                   Total      Related Parties
                                                  --------    ---------------
                  1998                            $250,820       $238,000
                  1999                                --              --
                                                  --------       --------
     Total future minimum lease payments          $250,820       $238,000
                                                  ========       ========

<PAGE>



5.   Profit-Sharing Plan

     Effective   January  1,  1989,   the  Company   amended   and   restated  a
     noncontributory  profit sharing retirement plan covering  substantially all
     employees.  Annual  employer  contributions  to the  plan  are  made at the
     discretion  of  management.  No  employer  contribution  was  made  for the
     six-months ended December 31, 1998.


6.   Related Party Transactions

     The  Company  leases  from  entities  owned by certain of its  shareholders
     certain operating facilities. For the three month period ended December 31,
     1998, the Company paid the entities $123,700 in rent.


7.   Common Stock

     Transactions Prior to the One for Four Reverse Stock Split

          Stock Subscription

          During the nine months ended  September 30, 1996,  the Company  raised
          $838,000 through a private  placement.  The 419,000 shares involved in
          the stock  subscription  were not issued until subsequent to September
          30, 1996. The shares involved were post stock split shares.

          Acquisition of Fun City Popcorn, Inc.

          As part of the acquisition price of Fun City Popcorn, Inc., its former
          owner,  who is  now on the  Company's  Board  of  Directors,  received
          100,000 shares at $2.00 per share value. The shares involved were post
          stock split shares.

     Stock Split

          In October 1996, concurrent with a business combination, the Company's
          shareholders  approved  a one for  four  reverse  stock  split  of the
          Company's  common stock.  Accordingly,  $231,999 was transferred  from
          common  stock to paid in  capital  representing  the par  value of the
          shares canceled in the reverse split.

<PAGE>



7.   Common Stock, Continued


     Transactions Subsequent to the One for Four Reverse Stock Split

          Acquisition of Tone

          On October 15, 1996,  the Company sold ( in a reverse  acquisition)  a
          70.5%  interest  in  Minute  Man  of  America,  Inc.  ("MMA")  to  the
          shareholders  of TPI. The  shareholders  of TPI exchanged all of their
          stock in TPI for 2,275,000 common shares of MMA.

          Common Stock Issued in Exchange for Debt

          In 1997 the Company issued 64,500 shares of common stock in payment of
          debt of the $129,000.

     Issuance of Subscribed Stock

          In 1997 the  Company  issued  578,850  shares  of stock  that had been
          subscribed during a private placement.

14.  Earnings per Common Share

     The  computation of both primary and fully diluted  earnings per common and
     common  equivalent  share are computed based on the weighted average number
     of shares of common stock and common stock equivalents  outstanding  during
     each year. The primary and fully diluted weighted average common and common
     equivalent shares, as applicable, outstanding during the three months ended
     December 31, 1998 was  3,722,890 and was used in  calculating  the earnings
     per share for the six months ended March 31, 1998 and 1997 respectively.

8.   Acquisition and Disposal

     A. On May 31, 1996, Tone acquired all of the outstanding  stock of Fun City
     Popcorn, Inc., a Nevada Corporation, for $1,075,000 as follows:

                         Cash               $  875,000
                         Stock subscribed      200,000
                                            ----------
                                            $1,075,000
                                            ==========


<PAGE>



     The  acquisition  has been  accounted  for as a purchase  transaction  and,
     accordingly,  the fair value of the purchase  price was allocated to assets
     and  liabilities  based on the estimated  fair value as of the  acquisition
     date.  The excess value of the Company's  stock over and above the value of
     the net assets of  $442,076,  recorded as goodwill to be  amortized  on the
     straight-line basis over 15 years. The amount of goodwill  amortization for
     the three months ended December 31, 1998 was $19,361.


     The net purchase price was allocated as follows:

                       Working capital       $   354,167
                       Plant and equipment       469,903
                       Goodwill                  442,076
                       Other liabilities        (191,146)
                                             -----------
                       Purchase price        $ 1,075,000
                                             ===========

     B. On October 15, 1996, the Company sold (in a reverse acquisition) a 70.5%
     interest  in Minute Man of America,  Inc.  ("MMA") to the  shareholders  of
     Tone.  The  shareholders  of Tone  exchanged all of their stock in Tone for
     2,000,000 common shares of MMA. As part of this transaction:

     1.   MMA changed its name to Tone Products, Inc.

     2.   The  board  of  directors  of MMA was  expanded  from  three  to seven
          members.  Tone has placed six  members on the board and one former MMA
          board member will remain.

     3.   Prior to the issuance of the  2,000,000  shares to the owners of Tone,
          the  Company  did a 1 for 4 reverse  split of its stock  reducing  the
          number of outstanding shares by 2,320,312 shares.

          The purchase  price of  $4,000,000  is the fair value of the MMA stock
          issued to acquire the Company. This transaction has been accounted for
          as a purchase.

          The acquisition has been accounted for as a purchase  transaction and,
          accordingly,  the fair value of the  purchase  price was  allocated to
          assets and  liabilities  based on the  estimated  fair value as of the
          acquisition  date.  The excess value of the  Company's  stock over and
          above the value of the net assets of $442,076, recorded as goodwill to
          be amortized on the  straight-line  basis over 15 years. The amount of
          goodwill amortization for the three months ended December 31, 1998 was
          $19,361.


<PAGE>



     C. On December 5, 1996, the Company,  disposed of the former sole operating
     segment in MMA. It exchanged all of the stock of Gibson to the former owner
     of Gibson in exchange for 75,000  shares of preferred  stock in the Company
     which were simultaneously  retired by the Company. The sale will not have a
     significant effect on reported sales or earnings in the future.


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

RESULTS OF OPERATIONS

Revenues

The Company's revenues are derived principally from the sale of food products at
its two facilities. Revenues have increased as a result of increased sauce sales
and fruit juice sales.  Revenues for the first fiscal quarter ended December 31,
1998, increased 2.5% to $2,351,064 from $2,292,685 in the same period last year.

Net income for the first fiscal  quarter ended  December  31,1998,  decreased to
$1,944 from $25,384 last year.  Increased expenses related to the development of
new  products for release in the spring of 1999 were the cause of the decline in
net income.


LIQUIDITY AND CAPITAL RESOURCES

The  Company's  long and short term equity is good.  The  Company has  completed
negotiating  extensions of its credit lines to finance a continuing  increase in
sales.


<PAGE>



PART II - OTHER INFORMATION


Item 1. Legal Proceedings

     None

Item 2. Changes in Securities

     In  October   1996,  a   Certificate   of  Amendment  to  the  Articles  of
     Incorporation  was  filed  with the  Secretary  of  State  of the  State of
     Arkansas which had the effect of reverse splitting the common shares of the
     corporation  on a one for four  basis.  Accordingly,  for every four common
     shares held by a shareholder prior to the split, such shareholder holds one
     common share  following the split.  Since the split  pertains to all common
     shares of the corporation,  each holder of common shares  maintained his or
     her overall equity  position in the  corporation.  The split did not effect
     the rights and preferences of the common shares per se, but had the limited
     effect of reducing the total amount of common shares outstanding.

Item 3. Defaults upon Senior Securities

     None

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

     None

Item 5. Other information

     Not applicable

Item 6. Exhibits and Reports on Form 8 - K

          (a) Exhibits

              Not applicable

          (B) Reports on Form 8-K

              None



<PAGE>



Pursuant  to the  requirement  of the  Securities  Exchange  Act  of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date: February 12, 1999                     TONE PRODUCTS, INC



                                            /s/ TIMOTHY EVON
                                            ------------------------------------
                                            Timothy Evon
                                            Director and President