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, 1997.

                          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 January 31, 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
                                   UNAUDITED
                        Dec. 31, 1997 and Dec. 31, 1996

                                                        Dec. 31,       Dec. 31,
Current Assets                                           1997           1996
                                                      ----------     ----------
   Cash                                                  227,226        216,564
   Accounts Receivable                                 1,025,280        777,916
   Due from Related party                                 19,070         23,770
   Inventory                                             873,565      1,182,991
   Prepaids                                               16,317         36,765
   Deferred Tax Asset                                     18,108          5,230
                                                      ----------     ----------
      Total Current Assets                             2,179,566      2,243,236

   Property, Net                                       1,490,622      1,998,576
   Other Assets                                             --             --
   Goodwill                                              388,044      1,496,119
                                                      ----------     ----------
      Total Assets                                     4,058,231      5,737,931

Current Liabilities
   Line of Credit Payable                                200,000        620,927
   Accounts Payable                                      292,540        592,127
   Advances from related Parties                            --             --
   Note Payable Current Portion                          195,344        226,335
   Capital Lease obligation                                 --             --
   Income Taxes Payable                                  113,670         58,445
   Accrued expenses                                      151,376           --
   Accrued Property Taxes                                 71,644           --
   Current Deferred Tax Liabilities                         --            2,026
                                                      ----------     ----------
      Total current Liabilities                        1,024,574      1,499,860

Notes Payable Long Term                                     --             --
Capital Lease Obligation                                    --             --
Deferred Tax Liabilities                                  92,778         71,376
                                                      ----------     ----------
      Total long term Liabilities                         92,778         71,376
                                                      ----------     ----------
      Total Liabilities                                1,117,352      1,571,236

Commitments and contingencies

Shareholders equity
   Convertible Series A Preferred                           --             --
   Common Stock 3,695,221 @ $0.10 par value              369,211        334,261
   Capital in excess of par value                      1,012,057      5,233,799
   Stock Subscription Proceeds                              --           50,000
   Retained Earnings                                   1,559,612     (1,451,365)
      Total Shareholders Equity                        2,940,880      4,166,695
                                                      ----------     ----------
      Total Liabilities and
       shareholders equity                             4,058,231      5,737,931



                   The accompanying notes are an integral part
                    of the consolidated financial statements.


<PAGE>


                               TONE PRODUCTS, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                    UNAUDITED
           For the Three Months Ended Dec. 31, 1997 and Dec. 31, 1996

                                                       Dec. 31,        Dec. 31,
                                                         1997            1996
                                                      ----------      ----------
Net Sales                                              2,292,685       1,970,562
Cost of Sales                                          1,617,250       1,332,854
                                                      ----------      ----------
   Gross Profit (Loss)                                   675,435         637,708

Operating Costs and Expense                              641,738         551,214
   Income (Loss) from Operations                          33,697          86,494

Other Expense                                             (2,565)         18,021
Income (Loss) before Provision for taxes                  36,262          68,473

Provision for Income taxes                                10,879          51,478
                                                      ----------      ----------
   Net (Loss)                                             25,384          16,995

Net income per common share:
   Primary                                                  0.01            0.01

   Fully diluted                                            0.01            0.01




                   The accompanying notes are an integral part
                    of the consolidated financial statements.




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

                                                   For the Year Ended September 30, 1997 and
                                                   The Three Months Ended December 31, 1997
------------------------------------------------------------------------------------------------------------------------------------


                                                                Tone Products, Inc.                Tone Products, Inc.
                                                          (An Illinois Corporation)             (An Arkansas Corporation)  
                                                          ------------------------   -----------------------------------------------
                                                            Common        Common       Preferred  Preferred     Common     Common   
                                                            Shares         Stock         Shares     Stock        Shares     Stock   
                                                            ------         -----         ------     -----        ------     -----   

Balance, December 31, 1995,
<S>                                                            <C>         <C>           <C>       <C>         <C>         <C>  
   previously reported                                         600         $ 60,000         --        --             --        --
   Shares outstanding prior to reorganization                 --               --           --        --        3,093,750  $309,375
   One for four reverse stock split prior                                    
         to reorganization                                    --               --           --        --       (2,319,998) (231,999)
   Shares issued in the acquisition of
         Tone Products, Inc. (an Illinois
         corporation) by the Company                          (600)         (60,000)        --        --        2,275,000   227,500
                                                            ------          -------       -----     -----     -----------   -------
Balance, December 31, 1995, as restated                       --               --           --        --        3,048,752   304,876
   Distribution of a building to the
      Tone Products, Inc.  (an Illinois
      Corporation) shareholders                               --               --           --        --             --         -- 
   Shares subscribed                                          --               --           --        --             --         --
   Net income                                                 --               --           --        --             --         --
                                                            ------          -------       -----     -----     -----------   -------
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
   Net income                                                 --               --           --        --             --         --
                                                            ------          -------       -----     -----     -----------   --------
Balance, December 31, 1997                                    --               --           --        --      $ 3,692,102   $369,211
                                                            ======          =======       =====     =====     ===========   ========



                                                                             Stock
                                                          Paid-in         Subscription       Retained           
                                                          Capital          Proceeds          Earnings            Total
                                                         ---------         --------         --------            -------     
                                                       
Balance, December 31, 1995,
   previously reported                                   $  50,127              --          $1,170,996       $ 1,281,123
   Shares outstanding prior to reorganization             (309,375)             --                --                --
   One for four reverse stock split prior
         to reorganization                                 231,999              --                --                --
   Shares issued in the acquisition of
         Tone Products, Inc. (an Illinois
         corporation) by the Company                      (117,500)          (50,000)             --                --
                                                       -----------        ----------        ----------       -----------
Balance, December 31, 1995, as restated                   (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                               (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
   Net income                                                 --                --              25,384              --
                                                       -----------        ----------        ----------       -----------  
Balance, December 31, 1997                              $1,012,057              --          $1,559,612       $2,940,880
                                                       ===========        ==========        ==========       ===========




                   The accompanying notes are an integral part of the consolidated financial statements.

                                                                    
</TABLE>
<PAGE>


                               TONE PRODUCTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED
           For the Three Months Ended Dec. 31, 1997 and Dec. 31, 1996


                                                          Dec. 31,     Dec. 31,
                                                            1997         1996
                                                         ---------    ---------
Cash flows from operating activities
   Net income                                            $  25,384    $  16,055
   Adjustments to reconcile income
      (loss) to net cash provided by
      operating activities:
         Depreciation and amortization                      72,097      107,212
   Decrease (increase) in assets:
         Accounts receivable                               (68,163)     137,646
         Inventory                                         125,491      (69,814)
         Prepaid expenses                                   (4,836)     (30,080)
         Deferred tax asset                                   --           --
         Other assets                                        4,090         --
   Increase (decrease) in liabilities:
         Line of credit payable                               --        (18,800)
         Accounts payable                                 (277,224)     (51,242)
         Advances to shareholders                             --           --
         Income taxes payable                             (141,090)      30,221
         Deferred tax liabilities                             --        (46,506)
                                                         ---------    ---------
         Cash provided by operating activities            (264,251)      75,632
                                                         ---------    ---------
Cash flows provided by (used in) investing activities:
   Purchases of property and equipment                     (96,119)     (23,573)
   Disposal of Gibson                                         --        (84,120)
   Acquisition of subsidiary                                  --        155,746
                                                         ---------    ---------
      Cash (used in) investing activities                  (96,119)      48,053
                                                         ---------    ---------
Cash flows provided by (used in) financing activities:
   Principle payments of debt                              (20,046)     (11,941)
   Proceeds form notes payable                                --           --
   Subscription of common stock                               --         20,700
                                                         ---------    ---------
      Cash provided by financing activities                (20,046)       8,759
                                                         ---------    ---------
Net increase (decrease) in cash                           (380,416)     132,444
Cash at beginning of period                                349,617       84,120
                                                         ---------    ---------
Cash at end of period                                    ($ 30,799)   $ 216,564
                                                         =========    =========




                   The accompanying notes are an integral part
                    of the consolidated financial statements.
<PAGE>


                               TONE PRODUCTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED
           For the Three Months Ended Dec. 31, 1997 and Dec. 31, 1996

                Supplemental Disclosure of Cash Flow Information

                                                       1997             1996
                                                    ---------        ----------
   Interest                                         $  15,666        $   27,476
   Income taxes                                     $  10,879        $   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                                --         ($  750,000)

   Assets acquired                                       --           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)





                   The accompanying notes are an integral part
                    of the consolidated financial statements.




<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, 1997,
     and the three months ended  December 31, 1996 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:


                                                 December 31,       December 31,
                                                    1997               1996
                                                 ------------------------------
Leasehold improvements                           $   456,115        $   369,889
Machinery and equipment                            2,396,428          2,861,792
Furniture and fixtures                               103,365             96,252
Vehicles                                             311,789            288,338
                                                 -----------        -----------
                                                   3,276,697          3,616,271
Less: accumulated depreciation                    (1,850,129)        (1,617,695)
                                                 -----------        -----------
                                                 $ 1,426,568        $ 1,998,576
                                                 ===========        ===========

Depreciation expense was $72,097 and $80,191 for the three months ended December
31, 1997 and December 31, 1996, respectively.




<PAGE>



3.   Income Tax

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


                                                    December 31,  December 31,
                                                        1997          1996
                                                    ------------  ------------
              Current expense:
                Federal                                $ 9,379       $36,533
                State                                    1,500         9,425
                                                       -------       -------
                                                       $10,879       $45,958
                                                       -------       -------
              Deferred expense (benefit):
                Federal                                   --           4,688
                State                                     --             832
                                                       -------       -------
                                                                       5,520
                                                       -------       -------
                                                       $10,879       $51,478
                                                       =======       =======
4.   Commitments and Contingencies

     The Company has  operating  leases for  certain of its  facilities.  Future
     minimum lease payments at December 31, 1997, are as follows:

                                                                    Due To
                                                   Total        Related Parties
                                                  --------         --------
                       1998                       $390,132         $375,012
                       1999                           --               --
                                                  --------         --------
     Total future minimum lease payments          $390,132         $375,012
                                                  ========         ========

     The Company is the guarantor on a $300,000  promissory note with a bank for
     the  benefit  of the  shareholders.  All terms and  conditions  of the loan
     agreement are being met by the shareholders.



<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
     three-months ended December 31, 1997.


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,
     1997, the Company paid the entities $108,307 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 $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, 1997 was  3,722,890 and was used in  calculating  the earnings
     per  share  for  the  three  months  ended   December  31,  1997  and  1996
     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, 1996 was
          $8,841.


          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, 1997 was
               $8,842.



<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.  Sales have increased  dramatically as a result of increased
sauce  sales  and  fruit  juice  sales.  Sales  at Tone are up  $322,123,  which
represents a 16% increase from the same period in the prior year.

Net income increased by $8,389 which represents an increase of 33% over the same
period in the previous year.


LIQUIDITY AND CAPITAL RESOURCES

The  Company's  long and short term equity is good.  The Company is  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 15, 1997                     TONE PRODUCTS, INC


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