<PAGE>   1
                                  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, 1997.


                          Commission File Number 0-4289


                               TONE PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

                ARKANSAS                               71-0390957
        (State or other jurisdiction of             (I.R.S. Employer
        incorporation or organization)              Identification No.)

              2129 North 15th Street, Melrose Park, Illinois 60160
               (Address of principal executive offices) (Zip Code)



                                 (708) 681-3660
              (Registrant's telephone number, including area code)

                   Check whether the registrant (1) has filed
                   all reports required by Section 13 or 15(d)
                    of the Securities Act of 1934 during the
                    preceding 12 months (or for such shorter
                     period that the registrant was required
                           to file such reports), and
                           (2)has been subject to such
                           filing requirements for the
                                  past 90 days.

                                 Yes [X] No [ ]

        The number of shares outstanding of issuer's only class of Common
             Stock, $.010 par value, was 3,695,112 on June 30, 1997.


<PAGE>   2


                          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,
1996. 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>   3

                               TONE PRODUCTS, INC
                           CONSOLIDATED BALANCE SHEET
                      JUNE 30, 1997 AND SEPTEMBER 30, 1996


<TABLE>
<CAPTION>
                                                     JUNE 30,  SEPTEMBER 30,
                                                       1997       1996
                                                    ----------  ----------
<S>                                                    <C>          <C>   
CURRENT ASSETS                                           
          Cash                                         132,729      84,120
          Accounts Receivable                        1,179,679     187,948
          Due from Related party                        24,470          --
          Inventory                                  1,231,502     160,488
          Prepaids                                      16,576          --
          Deferred Tax Asset                             5,230          --
                                                    ----------  ----------
                  Total Current Assets               2,590,186     432,556

          Property, Net                              1,438,348     194,424
          Other Assets                                      --       1,748
          Goodwill                                     405,727          --
                                                    ----------  ----------
                  Total Assets                       4,434,261     628,728

CURRENT LIABILITIES
          Line of Credit Payable                       295,706          --
          Accounts Payable                             542,818      52,839
          Advances from Related Parties                     --      20,000
          Note Payable Current Portion                 217,477          --
          Capital Lease obligation                          --       8,410
          Income Taxes Payable                         123,658          --
          Accrued expenses                             114,861          --
          Accrued Property Taxes                        77,625          --
          Current Deferred Tax Liabilities              83,169          --
                                                    ----------  ----------
                  Total current Liabilities          1,455,314      81,249
Notes Payable Long Term                                      --          --
Capital Lease Obligation                                    --      38,467
Deferred Tax Liabilities                                20,555          --
                                                    ----------  ----------
                  Total long term Liabilities           20,555      38,467
                                                    ----------  ----------
                  TOTAL LIABILITIES                  1,475,869     119,716

Commitments and contingencies
Shareholders equity
          Convertible Series A Preferred                    --     750,000
          Common Stock 3,695,112 @ $0.10 par value     369,511     309,375
          Capital in excess of par value             2,300,764     917,997
          Retained Earnings                            288,117  (1,468,360)
                  Total Shareholders Equity          2,958,392     509,012
                                                    ----------  ----------
                  Total Liabilities and
                     shareholders equity             4,434,261     628,728
</TABLE>


<PAGE>   4


                               TONE PRODUCTS, INC
                      CONSOLIDATED STATEMENT OF OPERATIONS
                 FOR THE NINE MONTHS ENDED JUNE 30, 1997, 1996

<TABLE>
<CAPTION>
                                           JUNE 30,     JUNE 30,
                                             1997         1996
                                          ----------   ----------
<S>                                        <C>            <C>    
Net Sales                                  7,300,781      730,491
Cost of Sales                              4,925,702      692,706
                                          ----------   ----------
          Gross Profit  (Loss)             2,375,079       37,785
Operating Costs and Expense                1,898,056      122,494
          Income (Loss) from Operations      477,023      (84,709)

Other Expense                                (19,028)          --
Income (Loss) before Provision for taxes     496,051      (84,709)

Provision for income taxes                   149,000           --
                                          ----------   ----------
          Net (Loss)                         347,051      (84,709)

Net income per common share:
          Primary                               0.09        (0.03)

          Fully diluted                         0.09        (0.03)
</TABLE>


<PAGE>   5


                               TONE PRODUCTS, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE THREE MONTHS ENDED JUNE 30, 1997, 1996

<TABLE>
<CAPTION>
                                           JUNE 30,      JUNE 30,
                                             1997         1996
                                          ----------   ----------
<S>                                        <C>            <C>    
Net Sales                                  3,098,603      307,750
Cost of Sales                              2,027,361      246,931
                                          ----------   ----------
          Gross Profit  (Loss)             1,071,242       60,819
Operating Costs and Expense                  621,798       31,189
          Income (Loss) from Operations      449,444       29,630

Other Expense                                 (4,349)          --
Income (Loss) before Provision for taxes     453,793       29,630

Provision for income taxes                   134,900           --
                                          ----------   ----------
          Net (Loss)                         318,893       29,630

Net income per common share:
          Primary                               0.09         0.01

          Fully diluted                         0.09         0.01
</TABLE>


<PAGE>   6


                               TONE PRODUCTS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE NINE MONTHS ENDED JUNE 30, 1997 AND
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND


<TABLE>
<CAPTION>
                                                            1997        1996
                                                          ---------   ---------
<S>                                                       <C>         <C>      
Cash flows from operating activities
      Net  income                                         $ 347,051   $  59,077
      Adjustments to reconcile income (loss) to net cash
          provided by operating activities:
                Depreciation and amortization               207,759     175,766
      Decrease (increase) in assets:
                Accounts receivable                        (240,347)   (382,936)
                Inventory                                  (118,325)   (228,271)
                Prepaid expenses                             (9,891)     16,601
                Deferred tax asset                               --        (317)
                Other assets                                (25,515)         --
      Increase (decrease) in liabilities:
                Line of credit payable                     (315,221)    610,927
                Accounts payable                           (117,892)     53,330
                Advances to shareholders                         --     (26,913)
                Income taxes payable                         95,434     (36,154)
                Deferred tax liabilities                     35,842     (78,657)
                                                          ---------   ---------
                Cash provided by operating activities      (141,105)    162,453
                                                          ---------   ---------
Cash flows provided by (used in) investing activities:
      Purchases of property and equipment                  (153,813)    (92,549)
      Acquisition of subsidiary                                  --    (770,254)
                                                          ---------   ---------
                Cash (used in) investing activities        (153,813)   (862,803)
                                                          ---------   ---------
Cash flows provided by (used in) financing activities:
      Principle payments of debt                            (53,384)   (271,756)
      Proceeds from notes payable                            32,585     221,441
      Subscription of common stock                          292,700     788,000
                                                          ---------   ---------
                Cash provided by financing activities       271,901     737,685
                                                          ---------   ---------
Net increase (decrease) in cash                             (23,017)     37,335
Cash at beginning of period                                 155,746     118,411
                                                          =========   =========
Cash at end of period                                     $ 132,729   $ 155,746
                                                          =========   =========
</TABLE>


<PAGE>   7


                               TONE PRODUCTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE NINE MONTHS ENDED JUNE 30, 1997



<TABLE>
<CAPTION>
                Supplemental Disclosure of Cash Flow Information
                                                                             1997
                                                                             ----
<S>                                                                   <C>        
Interest                                                              $    74,746
Income taxes                                                          $    17,724


      Supplemental Schedule of Non-Cash Investing and Financing Activities

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

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

Conversion of debt to stock:
                Liabilities satisfied                                     129,000
                Stock issued                                              129,000
</TABLE>




<PAGE>   8


Tone Produces Inc.
Notes to Financial Statements

1.  Net Income per Common Share

Primary net income 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 nine months ended June 30, 1997, and the nine months ended June 30, 1996 was
$3,695,112 and $3,093,750, 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:


<TABLE>
<CAPTION>
                                                     June 30,    September 30,
                                                       1997           1996
                                                    -----------   -----------
<S>                                                   <C>         <C>        
Leasehold improvements                              $   395,623            --
Machinery and equipment                               2,359,863   $   219,815
Furniture and fixtures                                  101,410        10,426
Vehicles                                                294,273            --
                                                    -----------   -----------
                                                      3,151,169       230,241
  Less accumulated depreciation                      (1,712,821)      (35,817)
                                                    -----------   -----------
                                                    $ 1,438,348   $   194,424
                                                    ===========   ===========
</TABLE>

Depreciation expense was $207,769 and $16,537 for the nine months ended June 30,
1997 and 1996, respectively.

3. Income Tax

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


<TABLE>
<CAPTION>
                               June 30,            June 30,
                                 1997                1996
                               --------            --------
<S>                            <C>                   <C>   
Current expense:
   Federal                     $103,738               --
   State                         20,555               --
                               --------            --------
                                124,293               --
</TABLE>


<PAGE>   9


<TABLE>
<S>                               <C>               <C> 
Deferred expense:
   Federal                        19,920               --
   State                           4,787               --
                                --------            --------
                                  24,707               --
                                --------            --------
                                $149,000               --
                                ========            ========
</TABLE>


4.  Commitments and Contingencies

The Company has operating leases for certain of its facilities. Future minimum
lease payments at June 30, 1997, are as follows:


<TABLE>
<CAPTION>
                                                                     Due to
                                                    Total        Related Parties
                                                   --------      ---------------
<S>                                               <C>                    <C>     
                               1997               $ 74,625               $ 74,625
                               1998                298,500                298,500
                                                  --------               --------
Total future minimum lease payments               $373,125               $373,125
                                                  ========               ========
</TABLE>


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


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, 1997.

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, 1997, the Company
paid the entities $225,622 in rent.

7.  Common Stock

During the nine-month period ended June 30, 1997, the Company raised $292,700
through a private placement.

In addition, as part of the acquisition of Fun City, the former owner of Fun
City was issued 100,000 shares of stock.


<PAGE>   10


On December 31, 1996, the majority owners of Tone received 64,500 shares of
stock valued at $2 per share in satisfaction for a debt by the Company to them.

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:

<TABLE>
                   <S>                           <C>     
                    Cash                           $875,000
                    Stock subscribed                200,000
                                                 ----------
                                                 $1,075,000
                                                 ==========
</TABLE>

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 is to be amortized on the straight-line basis
over 15 years. The amount of goodwill amortization for the nine months ended
June 30, 1997 was $24,559.

The net purchase price was allocated as follows:


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


         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.

The acquisition has been accounted for as a purchase transaction and,
accordingly, the fair value of the purchase price


<PAGE>   11


was allocated to assets and liabilities based on the estimated fair value as of
the acquisition date.

The following unaudited pro forma information presents a summary of consolidated
results of operations of the Company and Tone for the nine-month period ended
June 30, 1996, as if the acquisition had occurred at the beginning of 1995.


<TABLE>
<CAPTION>
                                                   June 30,
                                                       1996
                                                  ---------
                  <S>                            <C>       
                  Net sale                       $8,031,272
                  Net earnings                      262,342
</TABLE>


         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.

9.  Elimination of the Accumulated Deficit in Shareholders' Equity

On April 1, 1997, the Company eliminated the accumulated deficit amount on its
balance sheet through a readjustment also known as a "quasi reorganization" in
accordance with the state law of Arkansas. Capital in excess of par value was
used to eliminate in its entirety the then current accumulated deficit of
$1,487,960 on the balance sheet under stockholders' equity. Retained earnings
shown on the balance sheet in the future will reflect earnings beginning April
1, 1997. The accumulated deficit that was eliminated as of April 1, 1997, it its
entirety represented results from discontinued operations of the Company.


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

                                    OVERVIEW

As outlined below, the Company's overall financial condition as compared to
September 30, 1996 has changed significantly due to the disposal of Gibson and
the acquisition of Tone and as a result, these financial statements are not
comparable.

Tone Products, Inc. was founded in 1947 and has evolved over the years from a
single market, single product manufacturer to a multi-product manufacturer with
national and international distribution. At the Company's Illinois facility they
manufacture beverage and juice concentrates, frozen cocktail bases and drink
mixes, barbecue and steak sauces, flavored syrups and marinades and dressings.
From their Nevada facility the Company distributes cookies and other snack items
as well as a line of flavored popcorn items that they manufacture.

                             RESULTS OF OPERATIONS


<PAGE>   12


                                    Revenues

The Company's revenues are derived principally from the sale of food products at
its two facilities. Sales have increased dramatically as the Company's business
is much more viable. Since the Company disposed of Gibson and acquired Tone, its
financial statements are not comparable. Generally sales at Tone are up more
than 20% from the prior year. Tone's sales are traditionally higher in the
summer and fall months due to their product mix and the more seasonal usage of
the barbecue sauces, flavored syrups, and some of the drink mixes.

                         LIQUIDITY AND CAPITAL RESOURCES

The Company's long and short term equity is good. The Company has negotiated
extensions and expansion of its credit lines to finance a continuing increase in
sales.


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


<PAGE>   13


Item 6. Exhibits and Reports on Form 8-K.

       (a) Exhibits

           Not applicable

       (b) Reports on Form 8-K:

           (1) The Company filed a Form 8-K dated October 30, 1996, reporting on
               Items 1 and 2 (Acquisition of Tone)

           (2) The Company filed a Form 8-K dated December 20, 1996, reporting
               on Item 2 (Disposal of Gibson)


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 11, 1997  TONE PRODUCTS, INC.

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