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 June 30, 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 July 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
                  
                   June 30, 1998 and June 30, 1997 (Unaudited)

                                                       June 30,        June 30,
                                                         1998           1997
                                                      ----------      ---------
Current Assets
   Cash                                                  212,655        132,729
   Accounts Receivable                                 1,385,483      1,179,679
   Due from Related party                                 13,460         24,470
   Inventory                                             814,199      1,231,502
   Prepaids                                               15,289         16,576
   Deferred Tax Asset                                     18,108          5,230
                                                      ----------     ----------
        Total Current Assets                           2,459,194      2,590,186

   Property, Net                                       1,595,404      1,438,348
   Other Assets                                            1,457            --
   Goodwill                                              814,614        405,727
                                                      ----------     ----------
        Total Assets                                   4,870,669      4,434,261

Current Liabilities
   Line of Credit Payable                                315,000        295,706
   Accounts Payable                                      647,618        542,818
   Note Payble Current Portion                           371,323        217,477
   Income Taxes Payable                                   15,349        123,658
   Accrued expenses                                      130,682        114,861
   Accrued Property Taxes                                 70,422         77,625
   Current Deferred Tax Liabilities                          --          83,169
                                                      ----------     ----------
        Total Current Liabilites                       1,550,394      1,455,314
Notes Payable Long Term                                      --             --
Deferred Tax Liabilities                                 197,293         20,555
                                                      ----------     ----------
        Total Long Term Liabilities                      197,293         20,555
                                                      ----------     ----------
        Total Liabilities                              1,747,687      1,475,869

Commitments and contingencies
Shareholders equity
   Common Stock 3,695,112 @ $0.10 par value              369,221        369,511
   Capital in excess of par value                      1,012,047      2,300,764
   Retained Earnings                                   1,741,714        288,117
                                                      ----------     ----------
   Stock Subscription Proceeds                      
        Total Shareholders' Equity                     3,122,982      1,958,392
                                                      ----------     ----------
        Total Liablilities and
          Shareholders' Equity                         4,870,669      4,434,261
                                                      ==========     ==========


<PAGE>

                               Tone Products, Inc
                      Consolidated Statement of Operations
              For the Nine Months Ended June 30, 1998 (Unaudited)


                                                      June 30,        June 30,
                                                        1998            1997
                                                     ----------      ----------
Net Sales                                             8,074,555       7,300,781
Cost of Sales                                         5,781,877       4,925,702
                                                     ----------      ----------
        Gross Profit  (Loss)                          2,292,678       2,375,079
Operating Costs and Expense                           1,931,270       1,898,056
                                                     ----------      ----------
        Income (Loss) from Operations                   361,408         477,023

Other Expense                                            (8,077)        (19,028)
Income (Loss) before Provision for taxes                369,485         496,051

Provision for income taxes                              162,000         149,000
                                                     ----------      ----------
        Net (Loss)                                      207,485         347,051

Net income per common share:
        Primary                                            0.06            0.09

        Fully diluted                                      0.06            0.09


                              Tone Products, Inc.
                      Consolidated Statement of Operations
              For the Three Months Ended June 30, 1998 (Unaudited)

                                                      June 30,        June 30,
                                                        1998            1997
                                                     ----------      ----------
Net Sales                                             3,362,935       3,098,603
Cost of Sales                                         2,492,340       2,027,361
                                                     ----------      ----------
        Gross Profit  (Loss)                            870,595       1,071,242
Operating Costs and Expense                             653,196         621,795
        Income (Loss) from Operations                   217,399         449,447

Other Expense (Income)                                   (3,239)         (4,349)
Income (Loss) before Provision for taxes                220,638         453,796

Provision for income taxes                               92,461         134,900
                                                     ----------      ----------
        Net (Loss)                                      128,177         318,896

Net income per common share:
        Primary                                            0.03            0.09

        Fully diluted                                      0.03            0.09



<PAGE>


                               TONE PRODUCTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the Nine Months Ended June 30, 1998 and 1997 (Unaudited)



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

Cash flows from operating activities
  Net income                                             $ 207,485    $ 347,051
  Adjustments to reconcile income (loss) to net cash
   provided by operating activities:
        Depreciation and amortization                      209,126      207,759
  Decrease (increase) in assets:
        Accounts receivable                               (450,136)    (240,347)
        Inventory                                          235,858     (118,325)
        Prepaid expenses                                    (4,064)      (9,891)
        Deferred tax asset                                    --           --
        Other assets                                      (431,663)     (25,515)
  Increase (decrease) in liabilities:
        Line of credit payable                             115,000     (315,221)
        Accounts payable                                   290,367     (117,892)
        Accrued Expenses                                   (15,850)        --
        Income taxes payable                               (77,442)      95,434
        Deferred tax liabilities                           103,835       35,842
                                                         ---------    ---------
        Cash provided by operating activities              182,516     (141,105)
                                                         ---------    ---------
Cash flows provided by (used in) investing activities:
   Purchases of property and equipment                    (324,412)    (253,813)
   Acquisition of TJ's                                    (151,000)         --
                                                         ---------    ---------
        Cash (used in) investing activities               (475,412)    (253,813)
                                                         ---------    ---------
Cash flows provided by (used in) financing activities:
   Principle payments of debt                              (65,309)     (53,384)
   Proceeds from notes payable                             221,243       32,585
   Subscription of common stock                               --         92,700
                                                         ---------    ---------
        Cash provided by financing activities              155,934      271,901
                                                         ---------    ---------
Net increase (decrease) in cash                           (136,962)     (23,017)
Cash at beginning of period                                349,617      155,746
                                                         ---------    ---------
Cash at end of period                                    $ 212,655    $ 132,729
                                                         =========    =========
                                                         

                               TONE PRODUCTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the Nine Months Ended June 30, 1998 and 1997 (Unaudited)

                Supplemental Disclosure of Cash Flow Information

                                            1998              1997
                                          --------           -------
        Interest                           $48,076           $74,746
        Income taxes                      $293,000           $17,724


      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 Nine Months Ended June 30, 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, June 30, 1998               --             --        --             -- 

<PAGE>

                                                Tone Products, Inc.
                                  Consolidated Statements of Shareholders' Equity

                                      For the Year Ended September 30, 1997 and
                                   The Nine Months Ended June 30, 1998 (Unaudited)


                                      Tone Products, Inc.                                                            
                                   (An Arkansas Corporation)                                                        
                                   -------------------------                   Stock                               
                                  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           --         167,700
 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, June 30, 1998         $3,692,102    $   369,211    $ 1,012,057           --      $ 1,741,714    $3,122,982
                               ====================================================================================  
           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 June 30, 1998,  and
     the  three  months  ended  June  30,  1997  was  3,692,102  and  3,692,102,
     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:


                                             June 30,       June 30,
                                               1998           1997
                                           -----------    -----------
          Leasehold improvements           $   484,811    $   395,623
          Machinery and equipment            2,361,564      2,359,863
          Furniture and fixtures               220,748        101,410
          Vehicles                             331,789        294,273
                                           -----------    -----------
                                             3,572,044      3,151,169
          Less: accumulated depreciation    (1,976,640)    (1,712,821)
                                           -----------    -----------
                                           $ 1,595,404    $ 1,438,348
                                           ===========    ===========

Depreciation  expense was  $189,765  and $207,769 for the nine months ended June
30, 1998 and June 30, 1997, respectively.



<PAGE>



3.   Income Tax

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


                                             June 30,   June 30,
                                               1998       1997
                                             --------   --------
               Current expense:
                 Federal                     $137,000   $103,738
                 State                       $ 25,000     20,555
                                             --------   --------
                                             $162,000   $124,293
                                             --------   --------
               Deferred expense (benefit):
                 Federal                         --       19,920
                 State                           --        4,787
                                             --------   --------
                                                          24,707
                                             --------   --------
                                             $162,000   $149,000
                                             ========   ========

4.   Commitments and Contingencies

     The Company has  operating  leases for  certain of its  facilities.  Future
     minimum lease payments at June 30, 1998, are as follows:

                                                          Due To
                                               Total  Related Parties
                                              --------   --------
                      1998                    $ 81,757   $ 81,757
                      1999                     408,785    408,785
                                              --------   --------
       Total future minimum lease payments    $490,542   $490,542
                                              ========   ========

<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 June
30, 1998.


6.   Related Party Transactions

     The  Company  leases  from  entities  owned by certain of its  shareholders
certain operating facilities. For the nine-month period ended June 30, 1998, the
Company paid the entities $327,028 in rent.

     The Company secured  ownership of the registered trade name "Balboa Bay" by
purchasing it for $300,000 from certain of its  shareholders.  Sales of products
under  the  "Balboa  Bay"  trade  name in 1997  had  increased  by  $350,000  to
$1,054,000.


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 nine months ended June 30, 1998 was  3,692,102
          and was used in calculating the earnings per share for the nine months
          ended June 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  June 30,  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 June 30, 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 3rd  fiscal  quarter  ended  June 30,  1998,  increased  9% to
$3,362,935 from $3,098,603 in the same quarter last year.

The revenue increase over the year ago period was a result of increased sales of
beverage  concentrates  in 4/1 gallon  containers.  Sales of 4/1 gallon beverage
concentrates rose $400,000 from the year ago period. Contracts for private label
packaging  accounted  for  $160,000  of that  increase.  Sales of bag in the box
beverage concentrates were down $120,000 from the year ago period.

Net income for the 3rd fiscal quarter ended June 30, 1998, decreased to $128,177
or $0.03 diluted  earnings per share from $318,896 or $0.09 diluted earnings per
share last year.

Net income for the  period  lagged  behind  last years  performance,  due to the
application of an inventory  costing change in the third quarter last year. That
costing change disproportionately  effected earnings in the year ago period. Fun
City Popcorn posted losses of $42,000 during the quarter.  Some of that loss was
anticipated as Fun City  assimilates  it's recent  acquisition of a direct store
delivery distribution company in Las Vegas.



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: August 14, 1997                       TONE PRODUCTS, INC


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