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 March 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 3,692,102 on April 28, 1998.



<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,
1997. 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
                  March 31 1998 and March 31 1997 (Unaudited)

                                                       March 31,      March 31,
                                                         1998           1997
                                                      ----------      ---------
Current Assets
   Cash                                                  186,243        178,316
   Accounts Receivable                                 1,043,327      1,009,677
   Due from Related party                                 16,370         26,270
   Inventory                                           1,099,646      1,110,979
   Prepaids                                               18,282         33,638
   Deferred Tax Asset                                     18,108          5,167
                                                      ----------     ----------
        Total Current Assets                           2,381,976      2,364,047

   Property, Net                                       1,602,951      1,969,571
   Other Assets                                              --           --
   Goodwill                                              828,525      1,469,099
                                                      ----------     ----------
        Total Assets                                   4,813,452      5,802,717

Current Liabilities
   Line of Credit Payable                                540,000        640,706
   Accounts Payable                                      550,404        530,246
   Note Payble Current Portion                           396,854        197,859
   Income Taxes Payable                                   31,330         91,406
   Accrued expenses                                      128,658           --
   Accrued Property Taxes                                 53,622           --
   Current Defferred Tax Liabilities                         --            --
                                                      ----------     ----------
        Total Current Liabilites                       1,700,868      1,460,217
Notes Payable Long Term                                      --          20,067
Deferred Tax Liabilities                                  92,778         74,333
                                                      ----------     ----------
        Total Long Term Liabilities                       92,778         94,400
                                                      ----------     ----------
        Total Liabilities                              1,793,646      1,554,617

Commitments and contingencies
Shareholders equity
   Common Stock 3,695,112 @ $0.10 par value              369,221        340,511
   Capital in excess of par value                      1,012,047      5,290,049
   Retained Earnings                                   1,638,538     (1,487,960)
   Stock Subscription Proceeds                               --         105,500
        Total Shareholders Equity                      3,019,806      4,248,100
                                                      ----------     ----------
        Total Liablilities and
          shareholders equity                          4,813,452      5,802,717
                                                      ==========     ==========


<PAGE>

                               Tone Products, Inc
                      Consolidated Statement of Operations
              For the Three Months Ended March 31, 1998 (Unaudited)


                                                      March 31,       March 31,
                                                        1998            1997
                                                     ----------      ----------
Net Sales                                             2,418,972       2,231,616
Cost of Sales                                         1,738,801       1,683,495
                                                     ----------      ----------
        Gross Profit  (Loss)                            680,171         548,121
Operating Costs and Expense                             543,928         547,102
        Income (Loss) from Operations                   136,243           1,019

Other Expense                                            (2,237)         19,396
Income (Loss) before Provision for taxes                138,480         (18,377)

Provision for income taxes                               55,392          18,218
                                                     ----------      ----------
        Net Income (Loss)                                83,088         (36,595)

Net income per common share:
        Primary                                            0.02           (0.01)

        Fully diluted                                      0.02           (0.01)


                              Tone Products, Inc.
                      Consolidated Statement of Operations
               For the Six Months Ended March 31, 1998 (Unaudited)

                                                      March 31,       March 31,
                                                        1998            1997
                                                     ----------      ----------
Net Sales                                             4,711,621       4,202,178
Cost of Sales                                         3,285,651       3,016,349
                                                     ----------      ----------
        Gross Profit  (Loss)                          1,425,970       1,185,829
Operating Costs and Expense                           1,256,962       1,098,316
        Income (Loss) from Operations                   169,008          87,513

Other Expense (Income)                                   (4,840)         37,417
Income (Loss) before Provision for taxes                173,848          50,096

Provision for income taxes                               69,539          69,696
                                                     ----------      ----------
        Net Income (Loss)                               104,309         (19,600)

Net income per common share:
        Primary                                            0.03           (0.01)

        Fully diluted                                      0.03           (0.01)



<PAGE>


                               TONE PRODUCTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the Six Months Ended March 31, 1998 and 1997 (Unaudited)



                                                           1998         1997
                                                         ---------     ---------

Cash flows from operating activities
  Net income                                             $ 104,309    ($ 19,600)
  Adjustments to reconcile income (loss) to net cash
   provided by operating activities:
        Depreciation and amortization                      145,871      212,977
  Decrease (increase) in assets:
        Accounts receivable                               (107,980)     (96,525)
        Inventory                                          (49,589)       2,198
        Prepaid expenses                                    (2,943)     (26,953)
        Deferred tax asset                                    --            (63)
        Other assets                                      (294,220)        --
  Increase (decrease) in liabilities:
        Line of credit payable                             340,000       29,779
        Accounts payable                                   179,866     (167,238)
        Accrued Expenses                                   (16,948)        --
        Income taxes payable                              (223,501)      36,595
        Deferred tax liabilities                              --          6,451
                                                         ---------    ---------
        Cash provided by operating activities               74,865      (22,379)
                                                         ---------    ---------
Cash flows provided by (used in) investing activities:
   Purchases of property and equipment                    (268,704)     (73,301)
   Acquisition of TJ's                                    (151,000)     155,746
   Disposal of Gibson                                         --        (84,120)
                                                         ---------    ---------
        Cash (used in) investing activities               (419,704)      (1,675)
Cash flows provided by (used in) financing activities:
   Principle payments of debt                              (39,778)     (20,450)
   Proceeds from notes payable                             221,243         --
   Subscription of common stock                               --        138,700
                                                         ---------    ---------
        Cash provided by financing activities              181,465      118,250
                                                         ---------    ---------
Net increase (decrease) in cash                           (163,374)      94,196
Cash at beginning of period                                349,617       84,120
                                                         ---------    ---------
Cash at end of period                                    $ 186,243    $ 174,316
                                                         ---------    ---------


<PAGE>



                               TONE PRODUCTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the Six Months Ended March 31, 1998 and 1997 (Unaudited)

                Supplemental Disclosure of Cash Flow Information

                                            1998              1997
                                          --------           -------
        Interest                           $31,166           $44,434
        Income taxes                      $293,000           $15,737


      Supplemental Schedule of Non-Cash Investing and Financing Activities

Disposal of subsidiary:
        Assets                                  -           $544,608
        Liabilities                             -          ($119,716)
        Preferred stock retired                 -           $750,000

Acquisition of subsidiary
        Assets acquired                   $151,000         5,642,759
        Liabilities incurred                     -         1,798,505
        Stock subscription proceeds              -         4,000,000

Conversion of debt to stock:
        Liabilities satisfied                    -           129,000
         Stock issued                            -          (129,000)



<PAGE>
<TABLE>
<CAPTION>
                              Tone Products, Inc.
                 Consolidated Statements of Shareholders' Equity

                    For the Year Ended September 30, 1997 and
                 The Six Months Ended March 31, 1998 (Unaudited)


                                   Tone Products, Inc.        Tone Products, Inc.    
                                (An Illinois Corporation)  (An Arkansas Corporation)                                          
                                -------------------------  -------------------------                                          
                                    Common       Common    Preferred    Preferred 
                                    Shares       Stock      Shares        Shares
                                    ------       -----      ------        ------
<S>                               <C>            <C>       <C>           <C>               
Balance, December 31, 1995,
  previously reported                 600    $    60,000      --             -- 
 Shares outstanding prior
  to reorganization                  --             --        --             -- 
 One for four reverse
   stock split prior
   to reorganization                 --             --        --             -- 
 Shares issued in the
   acquisition of
   Tone Products, Inc
   (an Illinois
   corporation) by the Company       (600)       (60,000)     --             -- 
                                   ---------------------------------------------
Balance, December 31, 1995,
 as restated                         --             --        --             -- 
 Distribution of a building
  to the
  Tone Products, Inc. 
  (an Illinois
  Corporation) shareholders          --             --        --             -- 
 Shares subscribed                   --             --        --             -- 
 Net income                          --             --        --             -- 
                                   ---------------------------------------------
Balance, September 30, 1996          --             --        --             -- 
 Shares issued in
  payment for debt                   --             --        --             -- 
 Shares subscribed                   --             --        --             -- 
 Issuance of
  subscribed shares                  --             --        --             -- 
 Net income                          --             --        --             -- 
Balance, September 30, 1997          --             --        --             -- 
 Net Income                          --             --        --             -- 
Balance, March 31, 1998              --             --        --             -- 

                                      Tone Products, Inc.                                                            
                                   (An Arkansas Corporation)                                                        
                                   -------------------------                                                        
                                  Common         Common     Paid-in        Subscription    Retained               
                                  Shares         Stock      Capital           Proceeds     Earnings       Total   
                                  ------         -----      -------           --------     --------       -----   
Balance, December 31, 1995,
  previously reported                --             --      $    50,127           --      $ 1,170,996   $ 1,281,123
 Shares outstanding prior
  to reorganization             3,093,750    $   309,375       (309,375)          --             --            --
 One for four reverse
   stock split prior
   to reorganization           (2,319,998)      (231,999)       231,999           --             --            --
 Shares issued in the
   acquisition of
   Tone Products, Inc
   (an Illinois
   corporation) by the          
   Company                      2,275,000        227,500       (117,500)       (50,000)          --            --
                               -----------------------------------------------------------------------------------
Balance, December 31, 1995,
 as restated                    3,048,752        304,876       (144,749)       (50,000)     1,170,996     1,281,123
 Distribution of a building
  to the
  Tone Products, Inc. 
  (an Illinois
  Corporation) shareholders          --             --          (59,559)          --             --         (59,559)
 Shares subscribed                   --             --             --        1,038,000           --       1,038,000
 Net income                          --             --             --             --           59,077        59,077
                                -----------------------------------------------------------------------------------
Balance, September 30, 1996     3,048,752        304,876       (204,308)       988,000      1,230,073     2,318,641
 Shares issued in
  payment for debt                 64,500          6,450        122,550           --             --         129,000
 Shares subscribed                   --             --             --          163,700           --         163,700
 Issuance of
  subscribed shares               578,850         57,885      1,093,815     (1,151,700)          --            --
 Net income                          --             --             --             --          304,155       304,155
                               ------------------------------------------------------------------------------------
Balance, September 30, 1997     3,692,102        369,211      1,012,057           --        1,534,228     2,915,496
 Net Income                          --             --             --             --          104,309          --
                               ------------------------------------------------------------------------------------
Balance, March 31, 1998        $3,692,102    $   369,211    $ 1,012,057           --      $ 1,638,538   $ 3,019,80
                               ====================================================================================  
           The accompanying notes are an integral part of the consolidated financial statements.
</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 March 31, 1998, and
     the  three  months  ended  March  31,  1997 was  3,692,102  and  3,218,182,
     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:


                                            March 31,             March 31,
                                              1998                  1997
                                           ----------            -----------
Leasehold improvements                     $  456,115            $   375,745
Machinery and equipment                     2,583,776              2,906,561
Furniture and fixtures                        144,655                 99,216
Vehicles                                      331,789                288,338
                                           ----------            -----------
                                            3,516,336              3,669,860
Less: accumulated depreciation             (1,913,385)            (1,700,289)
                                           ----------            -----------
                                           $1,602,950            $ 1,969,571
                                           ==========            ===========

Depreciation  expense was  $126,510  and $158,924 for the six months ended March
31, 1998 and March 31, 1997, respectively.



<PAGE>



3.   Income Tax

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


                                                 March 31,             March 31,
                                                   1998                  1997
                                                 --------              --------
   Current expense:
     Federal                                     $ 57,370              $ 50,713
     State                                       $ 12,169                12,469
                                                 --------              --------
                                                 $ 69,539              $ 63,182
                                                 --------              --------
   Deferred expense (benefit):
     Federal                                         --                   5,302
     State                                           --                   1,212
                                                 --------              --------
                                                                          6,514
                                                 --------              --------
                                                 $ 69,539              $ 69,696
                                                 ========              ========
4.   Commitments and Contingencies

     The Company has  operating  leases for  certain of its  facilities.  Future
     minimum lease payments at March 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 March
31, 1998.


6.   Related Party Transactions

     The  Company  leases  from  entities  owned by certain of its  shareholders
certain operating facilities. For the six-month period ended March 31, 1998, the
Company paid the entities $240,700 in rent.

     The Company  purchased the registered  trade name "Balboa Bay" for $300,000
from certain of its shareholders.

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 $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 six months ended March 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 six  months  ended  March 31,  1997 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 six months ended March 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 for the 2nd fiscal  quarter ended March 31, 1998,
increased 8% to $2,418,972 from  $2,231,616 in the same period last year.  Sauce
and fruit juice sales  accounted for $160,000 of the total increase in Revenues.
Net income for the 2nd fiscal quarter ended March 31,1998,  increased to $83,088
or $.02  diluted  earnings  per share from a loss of  $36,595 or ($.01)  diluted
earnings per share last year.

Revenues for the 6 month period ended March 31,1998, increased 12% to $4,711,621
from  $4,202,178 in the same period last year. Net income for the 6 month period
ended March  31,1998,  increased to $104,309 or $.03 diluted  earnings per share
from a loss of  $19,600  or ($.01)  diluted  earnings  per share in the year ago
period.  Operating expenses increased slightly due to additional salaries in the
laboratory and sales  department.  However the revenue increase more than offset
the additional expenses.


LIQUIDITY AND CAPITAL RESOURCES

The  Company's  long  and  short  term  equity  is  sufficient  to  finance  the
anticipated growth during the busier third and fourth quarters.  The Company has
completed  negotiating  extensions  of its credit  lines to finance a continuing
increase in sales.  Currently  the company has  borrowed  only  $540,000 of it's
$1,250,000 line of credit.



<PAGE>



PART II - OTHER INFORMATION


Item 1. Legal Proceedings

     None

Item 2. Changes in Securities

     None

Item 3. Defaults upon Senior Securities

     None

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

     None

Item 5. Other information

     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: May 14, 1997                     TONE PRODUCTS, INC


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