<PAGE>



                                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, 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 3,405,114 on March 31, 1997.


<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, 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>

<TABLE>


                             TONE PRODUCTS, INC.

                         CONSOLIDATED BALANCE SHEETS
                    March 31, 1997 and September 30, 1996




                                   ASSETS


<CAPTION>
                                                     March 31,
                                                       1997      September 30,
                                                    (unaudited)       1996
                                                    -----------  -------------

<S>                                             <C>            <C>
Current assets:

     Cash                                             $178,316      $84,120 

     Accounts receivable                             1,009,677      187,948 

     Due from related party                             26,270         -

     Inventory                                       1,110,979      160,488 

     Prepaids                                           33,638         -

     Deferred tax asset                                  5,167         -
                                                    ----------   ----------
          Total current assets                       2,364,047      432,556 

Property, net                                        1,969,571      194,424 

Other assets                                              -           1,748 

Goodwill                                             1,469,099         -

                                                    ----------   ----------
     Total assets                                   $5,802,717     $628,728 
                                                    ==========   ==========







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



                                    F - 2
</TABLE>
<PAGE>
<TABLE>
                             TONE PRODUCTS, INC.
                         CONSOLIDATED BALANCE SHEETS
                    March 31, 1997 and September 30, 1996

                     LIABILITIES AND SHAREHOLDERS' EQUITY

<CAPTION>
                                                     March 31,
                                                       1997      September 30,
                                                    (unaudited)       1996
                                                    -----------  -------------
<S>                                             <C>            <C>
Current liabilities:
     Line of credit payable                           $640,706         -
     Accounts payable                                  530,246      $52,839 
     Advances from related party                          -          20,000 
     Note payable, current portion                     197,859         -
     Capital lease obligation                             -           8,410 
     Income taxes payable                               91,406         -
     Current deferred tax liability                       -            -
                                                      --------     --------
          Total current liabilities                  1,460,217       81,249 

Notes payable long term                                 20,067         -
Capital lease obligation                                  -          38,467 
Deferred tax liability                                  74,333         -
                                                      --------     --------
                                                        94,400       38,467 
                                                      --------     --------
     Total liabilities                               1,554,617      119,716
                                                      --------     --------
Commitments and contingencies

Shareholders' equity:

 Convertible Series A preferred stock; $10 par
 value; 500,000 shares authorized; 0 and 75,000
 issued and outstanding at March 31,1997 and
 September 30, 1996, respectively                         -         750,000 

 Common stock; $0.10 par value; 50,000,000 shares
 authorized; 3,405,114 and 3,093,750 shares
 issued and outstanding at March 31, 1997 and 
 September 30, 1996, respectively                      340,511      309,375 

 Capital in excess of par value                      5,290,049      917,997 

 Retained earnings                                  (1,487,960)  (1,468,360)

 Stock subscription proceeds                           105,500         -
                                                     ---------     --------
     Total shareholders' equity                      4,248,100      509,012 
                                                     ---------     --------
Total liabilities and shareholders' equity          $5,802,717     $628,728 
                                                     =========     ========

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

                                    F - 3
</TABLE>
<PAGE>
<TABLE>



                             TONE PRODUCTS, INC.

                    CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Six Months Ended March 31, 1997 and 1996
                                 (Unaudited)



<CAPTION>
                                                     March 31,    March 31,
                                                       1997         1996
                                                    ----------    ---------
<S>                                             <C>             <C>

Sales                                               $4,202,178     $422,741 

Cost of sales                                        3,016,349      445,775 
                                                    ----------    ---------
   Gross profit (loss)                               1,185,829      (23,034)

Operating costs and expenses                         1,098,316       91,306 
                                                    ----------    ---------
   Income (loss) from operations                        87,513     (114,340)

Other expense                                           37,417         -
                                                    ----------    ---------
Income (loss) before provision for income taxes         50,096     (114,340)

Provision for income taxes                              69,696         -
                                                    ----------    ---------
   Net (loss)                                         ($19,600)   ($114,340)
                                                    ==========    =========




Net income per common share:

   Primary                                              ($0.01)      ($0.03)

   Fully diluted                                        ($0.01)      ($0.03)







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



                                    F - 4
</TABLE>
<PAGE>
<TABLE>


                             TONE PRODUCTS, INC.

                    CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Three Months Ended March 31, 1997 and 1996
                                 (Unaudited)



<CAPTION>
                                                     March 31,    March 31,
                                                       1997         1996
                                                    ----------    ---------
<S>                                             <C>             <C>
Sales                                               $2,231,616     $249,631

Cost of sales                                        1,683,495      242,531
                                                    ----------    ---------
   Gross profit                                        548,121        7,100

Operating costs and expenses                           547,102       37,014
                                                    ----------    ---------
   Income (loss) from operations                         1,019      (29,914)

Other expense                                           19,396         -
                                                    ----------    ---------
Loss before provision for income taxes                 (18,377)     (29,914)

Provision from income taxes                             18,218         -
                                                    ----------    ---------
Net income (loss)                                     ($36,595)    ($29,914)
                                                    ==========    =========





Net income per common share:

   Primary                                              ($0.01)     ($0.01)

   Fully diluted                                        ($0.01)     ($0.01)




 





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




                                    F - 5
</TABLE>
<PAGE>
<TABLE>



                             TONE PRODUCTS, INC.

               CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
           For the Six Months Ended March 31, 1997 (Unaudited) and
                      The Year Ended September 30, 1996



<CAPTION>
                                                         Common Stock
                                                     ----------------------
                                                     Number of
                                                      Shares        Amount
                                                     ---------     --------
<S>                                              <C>            <C>
Balance, September 30, 1995, restated                3,093,750     $309,375

   Net loss                                               -            -

   Collection of note receivable                          -            -
                                                     ---------     --------
Balance, September 30, 1996                          3,093,750      309,375 

   Net loss                                               -            -

   Reverse stock split                              (2,319,986)    (231,999)

   Disposal of Gibson Specialty Corp.                     -            -

   Issuance of subscribed stock                        566,850       56,685 

   Acquisition of Tone Products, Inc.                2,000,000      200,000 

   Issuance of stock for debt                           64,500        6,450 

   Proceeds from private placement                        -            -
                                                     ---------     --------
Balance, March 31, 1997                              3,405,114     $340,511 
                                                     =========     ========


















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


                                    F - 6
</TABLE>
<PAGE>


<TABLE>
                             TONE PRODUCTS, INC.

               CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
           For the Six Months Ended March 31, 1997 (Unaudited) and
                      The Year Ended September 30, 1996



<CAPTION>
                                                        Preferred Stock
                                                     ----------------------
                                                     Number of
                                                      Shares        Amount
                                                     ---------     --------
<S>                                              <C>            <C>

Balance, September 30, 1995, restated                   75,000     $750,000

   Net loss                                               -            -

   Collection of note receivable                          -            -
                                                     ---------     --------
Balance, September 30, 1996                             75,000      750,000 

   Net loss                                               -            -

   Reverse stock split                                    -            -

   Disposal of Gibson Specialty Corp.                  (75,000)    (750,000)

   Issuance of subscribed stock                           -            -

   Acquisition of Tone Products, Inc.                     -            -

   Issuance of stock for debt                             -            -

   Proceeds from private placement                        -            -
                                                     ---------     --------
Balance, March 31, 1997                                   -            -
                                                     =========     ========

















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



                                    F - 7
</TABLE>
<PAGE>
<TABLE>



                             TONE PRODUCTS, INC.

               CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
           For the Six Months Ended March 31, 1997 (Unaudited) and
                      The Year Ended September 30, 1996



<CAPTION>
                                                      Capital
                                                     Excess Of    Accumulated
                                                     Par Value     (Deficit)
                                                     ---------    ----------

<S>                                              <C>          <C>
Balance, September 30, 1995, restated                 $862,997   ($1,013,128)

   Net loss                                               -         (455,232)

   Collection of note receivable                        55,000          -
                                                     ---------    ----------
Balance, September 30, 1996                            917,997    (1,468,360)

   Net loss                                               -          (19,600)

   Reverse stock split                                 231,999          -

   Disposal of Gibson Specialty Corp.                  240,988          -

   Issuance of subscribed stock                      1,014,515          -

   Acquisition of Tone Products, Inc.                2,762,000          -

   Issuance of stock for debt                          122,550          -

   Proceeds from private placement                        -             -
                                                     ---------   -----------
Balance, March 31, 1997                             $5,290,049   ($1,487,960) 
                                                     =========   ===========










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



                                    F - 8
</TABLE>
<PAGE>
<TABLE>



                             TONE PRODUCTS, INC.

               CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
           For the Six Months Ended March 31, 1997 (Unaudited) and
                      The Year Ended September 30, 1996



<CAPTION>
                                           Related
                                            Party 
                                             Note        Stock
                                          Receivable   Subscribed     Total
                                          ----------   ----------   ---------
<S>                                   <C>           <C>          <C>

Balance, September 30, 1995, restated     ($175,000)         -       $734,244 

   Net loss                                    -             -       (455,232)

   Collection of note receivable            175,000          -        230,000
                                          ----------   ----------   ---------
Balance, September 30, 1996                    -             -        509,012

   Net loss                                    -             -        (19,600)

   Reverse stock split                         -             -           -

   Disposal of Gibson Specialty Corp.          -             -       (509,012) 

   Issuance of subscribed stock                -      (1,071,200)        -

   Acquisition of Tone Products, Inc.          -       1,038,000         -

   Issuance of stock for debt                  -             -        129,000

   Proceeds from private placement             -         138,700         -
                                          ----------   ----------   ---------
Balance, March 31, 1997                        -        $105,500   $4,248,100  
                                          ==========   ==========   =========









<FN>

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


                                    F - 9
</TABLE>
<PAGE>
<TABLE>

                             TONE PRODUCTS, INC.

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
         For the Six Months Ended March 31, 1997 and 1996 (Unaudited)


<CAPTION>
                                                   March 31,      March 31,
                                                      1997           1996
                                                   ---------     ----------
<S>                                            <C>            <C>
Cash flows from operating activities:
   Net loss                                        ($19,600)     ($114,340)
   Adjustments to reconcile loss to net cash
    provided by operating activities:
      Depreciation and amortization                 212,977         14,578 
   Decrease (increase) in assets:
      Accounts receivable                           (96,525)        65,946 
      Inventory                                       2,198          5,115 
      Prepaid expenses                              (26,953)          -
      Deferred tax asset                                (63)          -
      Other assets                                     -            12,682 
   Increase (decrease) in liabilities:
      Line of credit payable                         29,779           -
      Accounts payable                             (167,238)       (43,972)
      Indebtedness to shareholders                     -             2,200 
      Income taxes payable                           36,595           -
      Deferred tax liabilities                        6,451           -
                                                   --------       --------
   Cash used in operating activities                (22,379)       (57,791)

Cash flows provided by (used in)
    investing activities:
   Purchases of property and equipment              (73,301)       (10,532)
   Purchase (decrease) in investments                  -            48,283 
   Acquisition of Tone                              155,746           -
   Disposal of Gibson                               (84,120)          -
                                                   --------       --------
   Cash provided by (used in)
    investing activities                             (1,675)        37,751 

Cash flows provided by (used in)
    financing activities:
   Principal payments of debt                       (20,450)          -
   Proceeds from private placement                  138,700           -
                                                   --------       --------
   Cash provided by financing activities            118,250           -
                                                   --------       --------
Net increase (decrease) in cash                      94,196        (20,040)

Cash at beginning of period                          84,120         24,687 
                                                   --------       --------
Cash at end of period                              $178,316         $4,647 
                                                   ========       ========


<FN>

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


                                    F - 10
</TABLE>
<PAGE>
<TABLE>



                             TONE PRODUCTS, INC.

              CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
         For the Six Months Ended March 31, 1997 and 1996 (Unaudited)







               Supplemental Disclosure of Cash Flow Information


<CAPTION>
                                                   March 31,      March 31,
                                                      1997           1996
                                                   ---------     ----------
<S>                                            <C>            <C>

Interest                                            $44,434             -

Income taxes                                        $15,737             -



               Supplemental Schedule of Non-Cash Investing and
                             Financing Activities


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

Acquisition of subsidiary:
   Assets acquired                               $5,642,759 
   Liabilities assumed                          ($1,798,505)
   Stock issued                                 ($4,000,000)

Conversion of debt to stock:
   Liabilities satisfied                           $129,000 
   Stock issued                                   ($129,000)









<FN>

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


                                    F - 11

</TABLE>
<PAGE>
                             Tone Produces Inc.
                       Notes to Financial Statements

1.  Loss per Common Share

Primary 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 six months ended March 31, 1997, and the six months
ended March 31, 1996 was $3,249,432 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:

                                                  March 31,   September 30,
                                                    1997          1996
                                                  ---------    -----------

               Leasehold improvements              $375,745           -    
               Machinery and equipment            2,906,561       $219,815 
               Furniture and fixtures                99,216         10,426
               Vehicles                             288,338           -
                                                  ---------    -----------  
                                                   3,669,860       230,241 
               Less: accumulated depreciation     (1,700,289)      (35,817)
                                                   ---------    -----------
                                                  $1,969,571      $194,424
                                                   =========    ==========

Depreciation expense was $158,924 and $11,025 for the six months ended
March 31, 1997 and  1996, respectively.
	
3. Income Tax

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

                                                   March 31,      March 31,
                                                     1997           1996
                                                  ---------    -----------  
                      Current expense:
                         Federal                    $50,713           -    
                         State                       12,469           -    
                                                    -------       --------
                                                     63,182           -    
					         	         
                      Deferred expense:
                         Federal                      5,302           -    
                         State                        1,212           -    
                                                    -------       --------  
                                                      6,514           - 
                                                    -------       --------
                                                    $69,696           -   
                                                    =======       ========

The income tax provision exceeds the income from operations due to permanent
differences between financial and tax reporting as a result of the
non-deductibility of certain items related to the acquisition of Fun City
Popcorn, Inc. ("Fun City") and Tone.

4.  Commitments and Contingencies

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

                                                               Due to
                                                   Total   Related Parties
                                                 --------  ---------------
                            1997                 $133,466      $125,886
                            1998                   91,875        91,875
                                                  -------       -------
      Total future minimum lease payments        $225,321      $217,761
                                                  =======       =======


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 six months ended March 31, 1997.

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, 1997, the
Company paid the entities $132,930 in rent.

7.  Common Stock

During the six-month period ended March 31, 1997, the Company raised $138,700
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.

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:

                    Cash                        $875,000
                    Stock subscribed             200,000
                                                 -------
                                              $1,075,000
                                               =========

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 six months ended March 31, 1997 was $17,683.

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.

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 $1,090,890, recorded as goodwill to be amortized on the
straight-line basis over 15 years.  The amount of goodwill amortization for
the six months ended March 31, 1997 was $36,360.

The following unaudited pro forma information presents a summary of
consolidated results of operations of the Company and Tone for the six-month
period ended March 31, 1996, as if the acquisition had occurred at the
beginning of 1995.

						March 31,
                                                  1996
                                                ---------
			Net sales		$3,353,743
                        Net earnings               (49,742)

   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.  Subsequent Event

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.


<TABLE>

                             TONE PRODUCTS, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                              ________________



                             TONE PRODUCTS, INC.

             CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
         For the Six Months Ended March 31, 1997 (Unaudited) and 
                    The Year Ended September 30, 1996

<CAPTION>


                                                      Pro Forma
                                              ------------------------
                                              Capital
                                             Excess of       Accumulated
                                             Par Value         Deficit
                                             ---------       -----------

<S>                                        <C>          <C>
Balance, September 30, 1995, restated         $862,997      ($1,013,128)

   Net loss                                       -            (455,232)

   Collection of note receivable                55,000             -
                                               -------        ---------
Balance, September 30, 1996                    917,997       (1,468,360)

   Net loss                                       -                -

   Reverse stock split                         231,999          (19,600)

   Disposal of Gibson Specialty Corp.          240,988             -

   Issuance of subscribed stock              1,014,515             -

   Acquisition of Tone Products, Inc.        2,762,000             -

   Issuance of stock for debt                  122,550             -

   Proceeds from private placement                -                -

   Corporate recapitalization note          (1,487,960)       1,487,960 
                                             ---------        ---------
Balance, March 31, 1997                     $3,802,089             -
                                             =========        =========


<FN>

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


                                    F - 17
</TABLE>
<PAGE>

<PAGE>

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

                                   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.

<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:

           (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:  May 15, 1997  TONE PRODUCTS, INC.

/S/ TIMOTHY EVON
    Timothy Evon
    Director and President