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, 1999.

                          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 3,583,100 on April 28, 1999.


<PAGE>


PART I. FINANCIAL INFORMATION


Item 1. Financial Statements



Introduction

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






<PAGE>

                               Tone Products, Inc.
                           Consolidated Balance Sheet
              March 31 1999 and March 31, 1998 and 1999 (Unaudited)

                                                          March 31,    March 31,
Current Assets                                              1999         1998
                                                          ---------    ---------
         Cash                                               162,390      186,243
         Accounts Receivable                              1,052,542    1,043,327
         Due from Related party                               5,360       16,370
         Inventory                                        1,670,146    1,099,646
         Prepaids                                           153,834       18,282
         Deferred Tax Asset                                  18,703       18,108
                                                          ---------    ---------
                  Total Current Assets                    3,062,975    2,381,976

         Property, Net                                    1,628,555    1,602,951
         Other Assets                                        18,535         --
         Goodwill                                           733,884      828,525
                                                          ---------    ---------
                  Total Assets                            5,443,948    4,813,452

Current Liabilities
         Line of Credit Payable                             729,954      540,000
         Accounts Payable                                   746,932      550,404
         Note Payble Current Portion                        242,749      396,854
         Income Taxes Payable                                     0       31,330
         Accrued expenses                                   152,270      128,658
         Accrued Property Taxes                              52,644       53,622
         Current Defferred Tax Liabilities                     --           --
                                                          ---------    ---------
                  Total current Liabilites                1,924,548    1,700,868
Notes Payble Long Term                                         --           --
Deferred Tax Liabilities                                     81,888       92,778
                                                          ---------    ---------
                  Total long term Liabilities                81,888       92,778
                                                          ---------    ---------
                  Total Liabilities                       2,006,436    1,793,646

Commitments and contingencies
Shareholders equity
         Common Stock 3,583,100 @ $0.10 par value           358,310      369,221
         Capital in excess of par value                   1,044,094    1,012,047
         Retained Earnings                                2,195,108    1,638,538
         Treasury Stock                                    -160,000         --
                  Total Shareholders Equity               3,437,512    3,019,806
                                                          ---------    ---------
                  Total Liablilities and
                     shareholders equity                  5,443,948    4,813,452




<PAGE>

                               Tone Products, Inc
                      Consolidated Statement of Operations
         For the Three Months Ended March 31, 1999 and 1998 (Unaudited)

                                                        March 31,      March 31,
                                                          1999           1998
                                                       ----------     ----------
Net Sales                                              $2,665,594     $2,418,972
Cost of Sales                                           1,876,682      1,738,801
           Gross Profit  (Loss)                           788,912        680,171
Operating Costs and Expense                               644,530        543,928
           Income (Loss) from Operations                  144,382        136,243

Other Expense                                             -13,322         -2,237
Income (Loss) before Provision for taxes                  157,704        138,480

Provision for income taxes                                 59,652         55,392
           Net (Loss)                                      98,052         83,088

Net income per common share:
           Primary                                           0.03           0.02

           Fully diluted                                     0.03           0.02



                               Tone Products, Inc.
                      Consolidated Statement of Operations
          For the Six Months Ended March 31, 1999 and 1998 (Unaudited)

                                                        March 31,      March 31,
                                                          1999            1998
                                                       ----------     ----------
Net Sales                                              $5,016,659     $4,711,621
Cost of Sales                                           3,510,842      3,285,651
           Gross Profit  (Loss)                         1,505,817      1,425,970
Operating Costs and Expense                             1,367,759      1,256,962
           Income (Loss) from Operations                  138,058        169,008

Other Expense (Income)                                    -21,072         -4,840
Income (Loss) before Provision for taxes                  159,130        173,848

Provision for income taxes                                 59,652         69,539
           Net (Loss)                                      99,478        104,309

Net income per common share:
           Primary                                           0.03           0.03

           Fully diluted                                     0.03           0.03


<PAGE>
<TABLE>
<CAPTION>
                                            
                               TONE PRODUCTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the Six Months Ended March 31, 1999 and 1998 (Unaudited)

Cash flows from operating activities
<S>                                                                <C>       <C>    
          Net  income                                               98,052   104,309
          Adjustments to reconcile income (loss) to net cash
                  provided by operating activities:
                          Depreciation and amortization            179,144   145,871
          Decrease (increase) in assets:
                          Accounts receivable                      -77,086  -107,980
                          Inventory                               -589,780   -49,589
                          Prepaid expenses                           2,300    -2,943
                          Deferred tax asset                         --         --
                          Other assets                             -81,840  -294,220
          Increase (decrease) in liabilities:
                          Line of credit payable                   489,954   340,000
                          Accounts payable                         403,157   179,866
                          Accrued Expenses                         -28,452   -16,948
                          Income taxes payable                    -156,536  -223,501
                          Deferred tax liabilities                   --         --
                          Cash provided by operating activities    238,913    74,865
Cash flows provided by (used in) investing activities:
          Purchases of property and equipment                     -598,151  -268,704
          Acquisition of TJ's                                        --     -151,000
                          Cash (used in) investing activities     -598,151  -419,704
Cash flows provided by (used in) financing activities:
          Principle payments of debt                              -39,778    -39,778
          Proceeds from notes payable                             103,063    221,243
                          Cash provided by financing activities    63,285    181,465
Net increase (decrease) in cash                                  -295,953   -163,374
Cash at beginning of period                                       458,343    349,617
Cash at end of period                                             162,390    186,243



                               TONE PRODUCTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the Six Months Ended March 31, 1999 and 1998 (Unaudited)

Supplemental Disclosure of Cash Flow Information
                                                       1999                1998
                                                       ----                ----

Interest                                              22,735              31,166
Income taxes                                         346,957             293,000


Supplemental Schedule of Non-Cash Investing and Financing Activities

Disposal of subsidiary:
                          Asets                            0             151,000
 
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                  Tone Products, Inc.
                                    Consolidated Statements of Shareholders' Equity

                                       For the Year Ended September 30, 1998 and
                                    The Six Months Ended March 31, 1999 (Unaudited)


                                                                            Common Stock                              Stock
                                                     Common       Common     Committed      Treasury    Paid-in    Subscription 
                                                     Shares       Stock     To Be Issued     Stock      Capital      Proceeds   
                                                   ----------   ----------   ----------   ----------   ----------   ----------  
<S>                                                <C>          <C>          <C>          <C>          <C>          <C>      
Balance, September 30, 1996                         3,048,752      304,876                               -204,308      988,000  
  Shares issued in payment
   for debt                                            64,500        6,450                                122,550         --     
  Shares subscribed                                      --           --                                     --        163,700  
  Issuance of subscribed shares                       578,850       57,885                              1,093,815   -1,151,700  
  Net income                                             --           --                                     --           --    
                                                   ----------   ----------   ----------   ----------   ----------   ----------  
Balance, September 30, 1997                         3,692,102      369,211                              1,012,057         --    
                                                   ----------   ----------   ----------   ----------   ----------   ----------  
  Shares retired that were exchanged in
  the reorganization (reverse merger) of
  Tone Products, Inc.                                -112,490     -$11,250                                 11,250
  Shares committed and fully paid but not
  issued in the acquisition of T.J. Distributing                             $   21,136                                         
  Net income                                                                                                                    
                                                   ----------   ----------   ----------   ----------   ----------   ----------  
Balance, September 30, 1998                         3,579,612   $  357,961   $   21,136                $1,023,307               
                                                   ----------   ----------   ----------   ----------   ----------   ----------  
  Common stock Purchased
  Treasury Stock Purchased                                                                  -160,000  
  Stock issued acquisition of TJ's                      3,488          349                                   -349
  Net Income                                                                                                                    
                                                   ----------   ----------   ----------   ----------   ----------   ----------    
Balance, March 31, 1999                             3,583,100   $  358,310   $   21,136    -$160,000   $1,022,958               
                                                   ==========   ==========   ==========   ==========   ==========   ==========  



Table continued on next page.

<PAGE>

                               Tone Products, Inc.
                 Consolidated Statements of Shareholders' Equity

                    For the Year Ended September 30, 1998 and
                 The Six Months Ended March 31, 1999 (Unaudited)
                                  (Continued)
                                                                                   
                                                        Retained               
                                                        Earnings       Total   
                                                       ----------   ---------- 
Balance, September 30, 1996                             1,230,073    2,318,641 
  Shares issued in payment                                                     
   for debt                                                 --         129,000  
  Shares subscribed                                          --        163,700 
  Issuance of subscribed shares                              --           --   
  Net income                                              304,155      304,155 
                                                       ----------   ---------- 
Balance, September 30, 1997                             1,534,228    2,915,496 
                                                       ----------   ---------- 
  Shares retired that were exchanged in                                        
  the reorganization (reverse merger) of                                       
  Tone Products, Inc.                                                          
  Shares committed and fully paid but not                                      
  issued in the acquisition of T.J. Distributing                        21,136 
  Net income                                              561,401      561,401 
                                                       ----------   ---------- 
Balance, September 30, 1998                            $2,095,629   $3,498,033 
                                                       ----------   ---------- 
  Common stock Purchased                                                       
  Treasury Stock Purchased                                           -$160,000              
  Stock issued acquisition of TJ's                                             
  Net Income                                               99,478   $   99,478 
                                                       ----------   ========== 
Balance, March 31, 1999                                $2,195,107   $3,437,511 
                                                       ==========   ========== 
                                                                                                 
</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, 1999, and
     the  three  months  ended  March  31,  1999 was  3,583,100  and  3,695,221,
     respectively. Primary and fully diluted earnings per share are the same due
     to minimal trading in the Company's stock.


2.   Property, Plant, and Equipment

     Property, plant, and equipment consist of the following:


                                                  March 31,           March 31,
                                                    1999                1998
                                                 -----------        -----------
     Leasehold improvements                      $   567,740        $   456,115
     Machinery and equipment                       2,656,997          2,583,776
     Furniture and fixtures                          111,766            144,655
     Vehicles                                        336,148            331,789
                                                 -----------        -----------
                                                   3,845,783          3,516,336
     Less: accumulated depreciation               (2,217,229)        (1,913,385)
                                                 -----------        -----------
                                                 $ 1,628,554        $ 1,602,950
                                                 ===========        ===========

     Depreciation  expense was  $147,423  and  $126,510 for the six months ended
     March 31, 1999 and March 31, 1998, respectively.


<PAGE>


3.   Income Tax

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


                                             March 31,  March 31,
                                                1999     1998
                                              -------   -------
                Current expense:
                  Federal                     $48,513   $57,370
                  State                        11,139    12,169
                                              -------   -------
                                              $59,652   $69,539
                                              -------   -------
                Deferred expense (benefit):
                  Federal                     $18,703      --
                  State                          --        --
                                              -------   -------

                                              -------   -------
                                              $18,703   $69,539
                                              =======   =======

4.   Commitments and Contingencies

     The Company has  operating  leases for  certain of its  facilities.  Future
     minimum lease payments at March 31, 1999, are as follows:

                                                                  Due To
                                                Total        Related Parties
                                                -----        ---------------
                       1999                    $236,007         $ 236,007
                       2000                    472,014            472,014
                                               --------          --------
     Total future minimum lease payments       $708,021          $708,021
                                               ========          ========

<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, 1999.


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, 1999, the
Company paid the entities $236,007 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 three months ended
     March 31, 1999 was 3,726,378 and was used in  calculating  the earnings per
     share for the six months ended March 31, 1999 and 1998 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 March 31, 1999 was $19,361.


     The net purchase price was allocated as follows:

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

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

     1.   MMA changed its name to Tone Products, Inc.
         
     2.   The  board  of  directors  of MMA was  expanded  from  three  to seven
          members.  Tone has placed six  members on the board and one former MMA
          board member will remain.
        
     3.   Prior to the issuance of the  2,000,000  shares to the owners of Tone,
          the  Company  did a 1 for 4 reverse  split of its stock  reducing  the
          number of outstanding shares by 2,320,312 shares.

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

          The acquisition has been accounted for as a purchase  transaction and,
          accordingly,  the fair value of the  purchase  price was  allocated to
          assets and  liabilities  based on the  estimated  fair value as of the
          acquisition  date.  The excess value of the  Company's  stock over and
          above the value of the net assets of $442,076, recorded as goodwill to
          be amortized on the  straight-line  basis over 15 years. The amount of
          goodwill  amortization  for the three  months ended March 31, 1999 was
          $19,361.

<PAGE>



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


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

RESULTS OF OPERATIONS

Revenues

The Company's revenues are derived principally from the sale of food products at
its two  facilities.  Revenues  have  increased as a result of  increased  sauce
sales.

Revenues  for the 2nd fiscal  quarter  ended March 31,  1999,  increased  10% to
$2,665,594  from $2,418,972 in the same period last year. Net income for the 2nd
fiscal  quarter  ended  March 31,  1999,  increased  to $98,052 or $.03  diluted
earnings per share from $83,088 or $.02 diluted earnings per share last year.

Revenues for the 6 month period ended March 31, 1999, increased 6% to $5,016,659
from  $4,711,621 in the same period last year. Net income for the 6 month period
ended Marsh 31, 1999, decreased 5% to $99,478 or $.03 diluted earnings per share
from  $104,309 or $.03 diluted  earnings  per share in the year ago period.  The
decrease  in net  income is a result of  expenses  related to new  smoothie  and
frozen  cappacino  products.  Specifically  the cost  dispensing  equipment  and
Patent/legal  expenses.  Some level of these  expenses  will  continue,  however
revenue from sales of these products  should more than offset the expenses after
this initial year.


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: April 15, 1999                        TONE PRODUCTS, INC


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