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, 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 July 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
                   June 30, 1999 and June 30, 1998 (Unaudited)


                                                         June 30,      June 30,
Current Assets                                             1999          1998
                                                         ---------    ----------
         Cash                                              382,432       212,655
         Accounts Receivable                             1,366,157     1,385,483
         Due from Related party                              9,047        13,460
         Inventory                                       1,651,705       814,199
         Prepaids                                           36,893        15,289
         Deferred Tax Asset                                 18,703        18,108
                                                        ----------    ----------
                  Total Current Assets                   3,464,937     2,459,194

         Property, Net                                   1,789,421     1,595,404
         Other Assets                                       47,673         1,457
         Goodwill                                          718,024       814,614
                                                        ----------    ----------
                  Total Assets                           6,020,055     4,870,669

Current Liabilities
         Line of Credit Payable                            820,726       315,000
         Accounts Payable                                  869,686       647,618
         Note Payble Current Portion                       396,430       371,323
         Income Taxes Payable                                3,600        15,349
         Accrued expenses                                  161,612       130,682
         Accrued Property Taxes                             69,444        70,422
         Current Defferred Tax Liabilities                    --            --
                                                        ----------    ----------
                  Total current Liabilites               2,321,498     1,550,394
Notes Payble Long Term                                        --            --
Deferred Tax Liabilities                                    62,150       197,293
                                                        ----------    ----------
                  Total long term Liabilities               62,150       197,293
                                                        ----------    ----------
                  Total Liabilities                      2,362,610     1,747,687

Commitments and contingencies
Shareholders equity
         Common Stock 3,583,100 @ $0.10 par value          358,310       369,221
         Capital in excess of par value                  1,022,958     1,012,047
         Capital Stock Commitment                           21,136
         Retained Earnings                               2,394,003     1,741,714
         Treasury Stock                                   (160,000)
                  Total Shareholders Equity              3,636,407     3,122,982
                                                        ----------    ----------
                  Total Liablilities and
                     shareholders equity                 6,020,055     4,870,669


<PAGE>

                               Tone Products, Inc.
                      Consolidated Statement of Operations
          For the Three Months Ended June 30 1999 and 1998 (Unaudited)


                                                         June 30,       June 30,
                                                           1999           1998
                                                        ---------      ---------
Net Sales                                               3,699,867      3,362,935
Cost of Sales                                           2,612,132      2,492,340
           Gross Profit  (Loss)                         1,087,735        870,595
Operating Costs and Expense                               713,218        636,286
           Income (Loss) from Operations                  374,517        234,309

Other Expense (Income)                                     15,000         13,671
Income (Loss) before Provision for taxes                  359,517        220,638

Provision for income taxes                                143,807         92,461
           Net (Loss)                                     215,710        128,177

Net income per common share:
           Primary                                           0.06           0.04

           Fully diluted                                     0.06           0.04



                               Tone Products, Inc
                      Consolidated Statement of Operations
           For the Nine Months Ended June 30 1999 and 1998 (Unaudited)


                                                         June 30,       June 30,
                                                           1999           1998
                                                        ---------      ---------
Net Sales                                               8,716,524      8,074,555
Cost of Sales                                           6,076,734      5,781,877
           Gross Profit  (Loss)                         2,639,790      2,292,678
Operating Costs and Expense                             2,084,752      1,883,194
           Income (Loss) from Operations                  555,038        409,484

Other Expense                                              16,664         39,999
Income (Loss) before Provision for taxes                  538,374        369,485

Provision for income taxes                                240,000        162,000
           Net (Loss)                                     298,374        207,485

Net income per common share:
           Primary                                           0.09           0.06

           Fully diluted                                     0.09           0.06


<PAGE>
<TABLE>
<CAPTION>

                               TONE PRODUCTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the Nine Months Ended June 30, 1999 and 1998 (Unaudited)


<S>                                                                <C>         <C>
Cash flows from operating activities                                1999        1998
                                                                    ----        -----
          Net  income                                              298,374     207,485
          Adjustments to reconcile income (loss) to net cash
                  provided by operating activities:
                          Depreciation and amortization            268,716     209,126
          Decrease (increase) in assets:
                          Accounts receivable                     (391,001)   (450,136)
                          Inventory                               (571,339)    235,858
                          Prepaid expenses                         (16,469)     (4,064)
                          Other assets                                 (92)   (431,663)
          Increase (decrease) in liabilities:
                          Line of credit payable                   580,726     115,000
                          Accounts payable                         473,402     290,367
                          Accrued Expenses                         (35,376)    (15,850)
                          Income taxes payable                    (152,936)    (77,442)
                          Deferred tax liabilities                    --       103,835
                          Cash provided by operating activities    454,005     182,516
Cash flows provided by (used in) investing activities:
          Purchases of property and equipment                     (617,583)   (342,412)
          Acquisition of TJ's                                         --      (151,000)
                          Cash (used in) investing activities     (617,583)    475,412
Cash flows provided by (used in) financing activities:
          Principle payments of debt                               (45,789)    (65,309)
          Proceeds from notes payable                              133,456     221,243
                          Cash provided by financing activities     87,667     155,934
Net increase (decrease) in cash                                    (75,911)   (136,962)
Cash at beginning of period                                        458,343     349,617
Cash at end of period                                              382,432     212,655


                               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                    41,750              48,076
                          Income taxes               253,612             293,000


Supplemental Schedule of Non-Cash Investing and Financing Activities

Acquisition of subsidiary:
                          Asets acquired                 --              151,000

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

                                   For the Year Ended September 30, 1998 and
                                The Nine Months Ended June 30, 1999 (Unaudited)


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



Table is continued below
------------------------

                                                                           Stock
                                                             Paid-in    Subscription    Retained
                                                             Capital      Proceeds      Earnings       Total
                                                           -----------   -----------   ----------    ----------
Balance, September 30, 1996                                   (204,308)      988,000    1,230,073     2,318,641
            Shares issued in payment for debt                  122,550          --           --         129,000
            Shares subscribed                                     --         163,700         --         163,700
            Issuance of subscribed shares                    1,093,815    (1,151,700)        --            --
            Net income                                            --            --        304,155       304,155
                                                           -----------   -----------   ----------    ----------
Balance, September 30, 1997                                  1,012,057          --      1,534,228     2,915,496
                                                           -----------   -----------   ----------    ----------
            Shares retired that were exchanged in
            the reorganization (reverse merger) of
               Tone Products, Inc.                              11,250
            Shares committed and fully paid but
               not issued in the acquisition of
               T.J. Distributing                                                                         21,136
            Net income                                                                    561,401       561,401
                                                           -----------   -----------  -----------   -----------
Balance, September 30, 1998                                $ 1,023,307                $ 2,095,629   $ 3,498,033
                                                           -----------   -----------  -----------   -----------
            Common stock Purchased
            Treasury Stock Purchased                                                                $  (160,000)
            Stock issued acquisition of TJ's                      (349)
            Net Income                                                                    298,374   $   298,374
                                                           -----------   -----------  ===========   ===========
Balance, June 30, 1999                                     $ 1,022,958                $ 2,394,003   $ 3,636,407
                                                           ===========   ===========  ===========   ===========

</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, 1999,  and
     the  three  months  ended  June  30,  1998  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:


                                                   June 30,           June 30,
                                                     1999               1998
                                                     ----               ----
     Leasehold improvements                      $   581,651        $   484,811
     Machinery and equipment                       2,912,336          2,361,564
     Furniture and fixtures                          231,323            220,748
     Vehicles                                        340,996            331,789
                                                 -----------        -----------
                                                   4,066,306          3,572,044
     Less: accumulated depreciation               (2,276,885)        (1,712,821)
                                                 -----------        -----------
                                                 $ 1,789,421        $ 1,438,348
                                                 ===========        ===========


Depreciation expense was $221,135 and $189,765 for the six months ended June 30,
1999 and June 30, 1998, respectively.


<PAGE>



3.   Income Tax

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


                                                       June 30,         June 30,
                                                         1999             1998
                                                         ----             ----
     Current expense:
       Federal                                         $203,000         $137,000
       State                                             37,000           25,000
                                                       --------         --------
                                                       $240,000         $162,000
                                                       --------         --------
     Deferred expense (benefit):
       Federal                                         $ 18,703             --
       State                                               --               --
                                                       --------         --------

                                                       --------         --------
                                                       $158,703         $162,000
                                                       ========         ========
4.   Commitments and Contingencies

     The Company has  operating  leases for  certain of its  facilities.  Future
     minimum lease payments at June 30, 1999, are as follows:

                                                                      Due To
                                                 Total           Related Parties
                                                 -----           ---------------
              1999                             $118,003            $ 118,003
              2000                              472,014              472,014
                                               --------             --------
     Total future minimum lease payments       $590,017             $590,017
                                               ========             ========

<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 nine-months ended June
30, 1999.


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, 1999, the
Company paid the entities $354,010 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 June 30, 1999 was 3,566,378
          and 3,726,378 was used in  calculating  the earnings per share for the
          six months ended June 30, 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 3rd fiscal  quarter  ended  June 30,  1999,  increased  10% to
$3,699,867  from $3,362,935 in the same period last year. Net income for the 3rd
fiscal  quarter ended June 30, 1999,  increased 68% to $215,710 or $0.06 diluted
earnings per share from $128,177 or $0.04 diluted earnings per share last year.

Revenues for the 9 month period ended June 30, 1999,  increased 8% to $8,716,524
from  $8,074,555 in the same period last year. Net income for the 9 month period
ended June 30, 1999  increased  43% to $298,374 or $0.09  diluted  earnings  per
share form $207,485 or $0.06 diluted  earnings per share in the year ago period.
Contributing to the revenue gains were our smoothie and cappuccino products,  as
well as barbecue sauces.  New customers were added in both categories during the
quarter.


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>


                                   SIGNATURES

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 15, 1999                       TONE PRODUCTS, INC


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