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 December 31, 1999.

                          Commission File Number 0-4289

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



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



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



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


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

                                 Yes [X] No [ ]

The number of shares outstanding of issuer's only class of Common Stock, $.010
par value, was 3,235,200 on January 28, 2000.


<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,
1999. 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>
<CAPTION>




                                          Tone Products, Inc.
                                       Balance Sheet (Unaudited)
                                       December 31, 1999 & 1998
                                                                           1999                    1998
                                                                           ----                    ----
                                             ASSETS
CURRENT ASSETS
<S>                                                                       <C>                     <C>
                Cash                                                      364,317                 239,632
                Accounts Receivable                                       971,941                 763,470
                Due from related party                                       --                     8,060
                Prepaids                                                   19,694                  20,172
                Deferred Tax Asset                                         12,223                  18,703
                Inventory                                               1,617,906               1,203,936

                              Total Current Assets                      2,986,081               2,253,703

                Property Net                                            1,673,858               1,487,466
                Other Assets                                                3,119                   4,648
                Goodwill                                                  722,970                 749,745
                                                                       ----------              ----------
                              Total Assets                              5,386,028               4,495,562

CURRENT LIABILITIES
                Line of Credit Payable                                    770,726                 214,954
                Accounts Payable                                          371,795                 359,279
                Note Payable - Current portion                            295,097                 187,682
                Income Taxes Payable                                       10,554                 (12,464)
                Accrued Expenses                                          187,385                 207,020
                Accrued Property Taxes                                     77,241                  68,962
                Current Deferred Tax Liabilities                             --                      --


                              Total Current Liabilities                 1,712,798               1,025,433

LONG TERM LIABILITIES
                Notes Payable Long Term                                    59,067                  68,001
                Capital Lease Obligation                                     --                      --
                Deferred Tax Liabilities                                   66,584                  62,150


                              Total Long Term Liabilities                 125,652                 130,151
                              Total Liabilities                         1,838,450               1,155,584

STOCKHOLDERS' EQUITY
                Capital Stock                                             323,520                 357,961
                Additional Paid in Capital                                804,746                 863,307
                Treasury Stock                                            (21,000)                   --
                Common Stock Comitted                                      15,364                  21,136
                Retained Earnings                                       2,424,949               2,097,574

                              Total Shareholders Equity                 3,547,579               3,339,978
                                                                       ----------              ----------
Total Liabilities and Stockholders' Equity                              5,386,028               4,495,562




<PAGE>

                               Tone Products, Inc.
                      Consolidated Statement of Operations
         For the Three Months Ended December 31, 1999 & 1998 (Unaudited)


                                                        1999           1998
                                                        ----           ----


Net Sales                                             2,568,854      2,351,064
Cost of Sales                                         1,854,274      1,659,581

                Gross Profit (Loss)                     714,580        691,483
Operating Costs and Expense                             677,401        689,689
                Income (Loss) from Operations            37,179          1,794

Other Expense                                            16,930           (150)

Income (Loss) before provision for taxes                 20,249          1,944

Provision for income taxes                               12,400           --

                Net (Loss)                                7,849          1,944

Net income per common share:
                Primary                                    0.00           0.00
                Fully diluted                              0.00           0.00



<PAGE>

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

                                                                                1999                 1998
                                                                                ----                 ----
Cash flows from operating activities
         Net income                                                             7,849                1,944
         Adjustments to reconcile income
                   (loss) to net cash provided by
                   operating activities:
                           Depreciation and amortization                      104,600               89,572

         Decrease (increase) in assets:
                           Accounts receivable                                 70,468              211,986
                           Inventory                                          107,566             (123,570)
                           Prepaid expenses                                    44,504                  252
                           Deferred tax asset                                 (11,296)                --
                           Other assets                                       (19,278)                --
         Increase (decrease) in liabilities:
                           Line of credit payable                             (65,228)             (25,046)
                           Accounts payable                                   (30,951)             (74,371)
                           Accrued Expenses                                  (112,314)              68,962
                           Income taxes payable                                 4,150             (169,000)
                           Deferred tax liabilities                              --                   --
                           Cash provided by oper
Cash flows provided by (used in) investing activities:
         Purchases of property and equipment                                  119,112              (63,841)
         Acquisition of TJ's                                                     --                   --
                           Cash (used in) investing activities                119,112              (63,841)
Cash flows provided by (used in) financing activities:
         Principle payments of debt                                           (39,778)                --
         Proceeds from notes payable                                           11,665               24,131
         Repurchase of common stock                                              --               (160,000)
                           Cash provided by financing activities              (28,113)            (135,869)
Net increase (decrease) in cash                                               191,069             (218,981)
Cash at beginning of period                                                   173,248              458,343
Cash at end of period                                                         364,317              239,362




<PAGE>

                               TONE PRODUCTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        For the Three Months Ended December 31, 1999 and 1998 (Unaudited)
Supplemental Disclosure of Cash Flow Information


                                             1999                  1998
                                             ----                  ----
              Interest
                                             18,647                7,600
              Income taxes
                                               --                    --


<PAGE>


                                                For the Year Ended September 30, 1998 and
                                           The Three Months Ended December 31, 1999 (Unaudited)
------------------------------------------------------------------------------------------------------------------------------------

                                                                     Common Stock
                                            Common       Common       Committed     Treasury   Paid-in       Retained
                                            Shares       Stock       To Be Issued     Stock    Capital       Earnings      Total
                                           ------------  ----------- ------------- ---------- ------------  ------------ -----------
Balance, September 30, 1997                  3,692,102      369,211                             1,012,057     1,534,228   2,915,496
                                           ------------  ----------- ------------- ---------- ------------ ------------ -----------
       Shares retired that
        were exchanged in the                 -112,490     -$11,250                                11,250
        reorganization (reverse merger)
        of Tone Products, Inc.
       Shares committed and fully paid
        but not issured in the                                            $21,136                                            21,136
        acquisition of T.J. Distributing
       Net income                                                                                               561,401     561,401
                                           ------------  ----------- ------------- ---------- ------------  ------------ -----------
Balance, September 30, 1998                  3,579,612     $357,961       $21,136              $1,023,307    $2,095,629  $3,498,033
                                           ------------  ----------- ------------- ---------- ------------  ------------ -----------

      Shares repurchased and retired          -347,900      -34,790                              -223,984       -94,500   -$353,274
      Stock issued acquisition of TJ's           3,488          349        -5,772                   5,423
      Net Income                                                                                                415,971    $415,971
                                           ------------  ----------- ------------- ---------- ------------  ------------ -----------
Balance, September 31, 1999                  3,235,200     $323,520       $15,364                $804,746    $2,417,100  $3,560,730
                                           ============  =========== ============= ========== ============  ============ ===========

      Treasury Stock                                                                  -21,000                              -$21,000
      Net Income                                                                                                  7,849      $7,849
                                           ------------  ----------- ------------- ---------- ------------  ------------ -----------
Balance, December 31, 1999                   3,235,200      323,520       $15,364    -$21,000    $804,746    $2,424,949  $3,547,579


</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  December 31, 1999,
     and the three months ended  December 31, 1998 was 3,235,200 and  3,692,102,
     respectively. Primary and fully diluted earnings per share are the same due
     to minimal trading in the Company's stock.


2.   Property, Plant, and Equipment

     Property, plant, and equipment consist of the following:


                                         December 31,               December 31,
                                             1999                       1998
                                         -----------                ------------
Leasehold improvements                   $   581,651                $   484,676
Machinery and equipment                    2,776,560                  2,511,262
Furniture and fixtures                       287,393                    111,766
Vehicles                                     430,908                    509,280
                                         -----------                -----------
                                           4,076,512                  3,630,984
Less: accumulated depreciation            (2,402,654)                (2,143,518)
                                         -----------                -----------
                                         $ 1,673,858                $ 1,487,466
                                         ===========                ===========

Depreciation expense was $88,740 and $89,572 for the three months ended December
31, 1999 and December 31, 1998, respectively.


<PAGE>



3.   Income Tax

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


                                                December 31,       December 31,
                                                   1999               1998
                                               ------------        ------------
              Current expense:
                Federal                           $10,300           $ 9,379
                State                               2,100             1,500
                                                  -------           -------
                                                  $12,400           $10,879
                                                  -------           -------
              Deferred expense (benefit):
                Federal                           $54,063                --
                State                              12,521                --
                                                  -------           -------
                                                   66,584
                                                  -------           -------
                                                  $78,984           $10,879
                                                  =======           =======
4.   Commitments and Contingencies

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

                                                                     Due To
                                                 Total          Related Parties
                                               --------         ----------------
                       2000                    $319,738           $ 312,305
                       2001                      82,008              82,008
                                               --------           ---------
     Total future minimum lease payments       $401,746           $ 394,313
                                               ========           =========




<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 three months ended
December 31, 1999.


6.   Related Party Transactions

     The Company leases from entities owned by certain of its shareholders
certain operating facilities. For the three month period ended December 31,
1999, the Company paid the entities $113,435 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
     December 31, 1999 was 3,535,200 and 3,726,378 was used in calculating the
     earnings per share for the six months ended December 31, 1999 and 1998
     respectively.

8.   Acquisition and Disposal

     A. On May 31, 1996, Tone acquired all of the outstanding stock of Fun City
     Popcorn, Inc., a Nevada Corporation, for $1,075,000 as follows:

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


<PAGE>



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


     The net purchase price was allocated as follows:

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

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

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

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

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


<PAGE>



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


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

RESULTS OF OPERATIONS

Revenues

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

Revenues for the 1st fiscal quarter ended December 31, 1999, increased 9% to
$2,568,854 from $2,351,064 in the same period last year. Net income for the 1st
fiscal quarter ended December 31, 1999, increased to $7,849 or $0.00 diluted
earnings per share from $1,944 or $0.00 diluted earnings per share last year.

Contributing to the revenue gains were barbeque sauce products, sales of which
increased 12%, as well as private label beverage bases. Costs remain consistent
with previous quarters. Labor shortages are being felt, but do not as yet
contribute significantly to costs.


LIQUIDITY AND CAPITAL RESOURCES

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



<PAGE>



PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     None

Item 2. Changes in Securities

          In October 1996, a Certificate of Amendment to the Articles of
          Incorporation was filed with the Secretary of State of the State of
          Arkansas which had the effect of reverse splitting the common shares
          of the corporation on a one for four basis. Accordingly, for every
          four common shares held by a shareholder prior to the split, such
          shareholder holds one common share following the split. Since the
          split pertains to all common shares of the corporation, each holder of
          common shares maintained his or her overall equity position in the
          corporation. The split did not effect the rights and preferences of
          the common shares per se, but had the limited effect of reducing the
          total amount of common shares outstanding.

Item 3. Defaults upon Senior Securities

     None

Item 4. Submission of Matters to a Vote of Security Holders

     None

Item 5. Other information

     Not applicable

Item 6. Exhibits and Reports on Form 8 - K

          (a) Exhibits

               Not applicable

          (B) Reports on Form 8-K

               None


<PAGE>



Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: February 14, 2000                     TONE PRODUCTS, INC


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