SECURITIES AND EXCHANGE COMMISSION
               WASHINGTON, DC 20549

                    FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended OCTOBER  31, 1998

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to


          Commission file number 0-26454


                  PL BRANDS, INC.
(Exact name of Small Business Issuer as Specified in its Charter)


Delaware                                               98-0142664
(State or Other Jurisdiction                      (I.R.S. Employer
of Incorporation or                                 Identification
Organization)                                              Number)

                 260 Bartley Drive
         Toronto, Ontario, Canada M4A 1G5
     (Address of Principal Executive Offices)

                  (416) 750-9656
 (Issuer's Telephone Number, Including Area Code)


Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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                   No    X


State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:

        Common, $.001 par value per share:
     9,143,279 outstanding as of June 8, 2000


PART I - FINANCIAL INFORMATION

PL BRANDS, INC. AND SUBSIDIARIES


Index to Financial Information
Period Ended October 31, 1998
(Unaudited)



Item                                          Page Herein

Item 1 -  Financial Statements:

Consolidated Balance Sheets                       3

Consolidated Statements of Earnings               4

Consolidated Statements of Cash Flows             5

Notes to Consolidated Financial Statements        6



Item 2 -  Management's Discussion and
          Analysis or Plan of Operation           7






PL Brands, Inc.
Consolidated Balance Sheets
                       As At                  As At
                       April 30, 1998         Oct 31, 1998
Assets
Current Assets
Cash                         $217                 $672
Accounts Receivable    $1,113,778             $625,163
Note Receivable           $69,881                   $0
Inventory                 $70,592             $144,436
Prepaid Expenses          $31,864              $25,922
Total Current Assets   $1,286,332             $796,193


Capital Assets           $960,842             $939,225

Goodwill                 $128,199             $114,877

Total Assets           $2,375,373           $1,850,295


Liabilities and
  Stockholders' Equity
Current Liabilities
Bank Indebtedness        $480,848             $217,872
Accounts Payable
  and Accrued            $454,889             $398,120
Current Portion
  of Capital Lease
  Obligations            $151,619              $86,481
Current Portion
  of Bank Loan            $27,958                   $0
Total Current
  Liabilities          $1,115,314             $702,473

Long Term Liabilities
Bank Loan                 $20,941                   $0
Capital Lease
  Obligations            $171,739             $159,324
Advance from
  related party          $146,751                   $0
Long Term Debt           $791,055             $757,209
Deferred income taxes     $62,194              $57,699
Total Long
  Term Liabilities     $1,192,680             $974,232

Stockholders' Equity
Common Stock: $.001 par value,
20,000,000 authorized;     $9,143               $9,143
Additional
   Paid-In Capital     $2,128,906           $2,128,906
Stockholders'
   Equity (Deficit)   ($2,128,090)         ($2,135,104)
Cumulative Translation
   Adjustment             $57,420             $170,645
Total Stockholders'
   Equity                 $67,379             $173,590

Total Liabilities
   and Stockholders'
   Equity              $2,375,373           $1,850,295



PL Brands, Inc.
Consolidated Statements of Earnings
               For the three  For the three   For the six     For the six
               months ending  months ending   months ending   months ending
               Oct 31, 1998   Oct 31, 1997    Oct 31, 1998    Oct 31, 1997

Sales                 $688,920       $0       $1,441,265        $0

Cost of Sales         $317,511       $0         $787,403        $0

Gross Profit          $371,409       $0         $653,862        $0

Operating Expenses     $254,366   $55,652       $496,910     $64,782
Income (Loss)
from operations        $117,043  ($55,652)      $156,952    ($64,782)

Other Income
(Expenses)             ($75,910)  $11,848      ($100,043)    $13,207
Amortization            $29,811        $0        $63,924          $0
Income (Loss)
before
income taxes            $11,322  ($43,804)       ($7,015)   ($51,575)

Income tax
expense                  $ -        $ -            $ -          $ -
Loss from
continuing
operations             $ 11,322  $(43,804)     $ (7,015)   $ (51,575)

Discontinued
Operations
  Income from
  operations
  of Alma Pack
  Bottling
  Corporation            $ -      $(3,699)          $ -      $ 50,787

Gain on
   disposal
   of Alma Pack
   Bottling
   Corporation           $ -        $ -               0          0
NET EARNINGS
(LOSS)                 $ 11,322  $(47,503)     $ (7,015)       $ (788)



PL Brands, Inc.
Consolidated Statements of Cash Flows

                  For the three  For the three For the six     For the six
                  months ending  months ending months ending  months ending
                  Oct 31, 1998   Oct 31, 1997  Oct 31, 1998    Oct 31, 1997


Operating Activities:
Loss from
continuing operations    $11,322   ($43,804) ($7,015)  ($51,575)
Items not requiring
 the use of cash
  Amortization           $17,567       $0    $19,548         $0
  Foreign
   Currency Translation       $0       $0         $0         $0
  Goodwill                $4,457       $0    $13,321         $0
Change in assets
and liabilities
affecting cash flows:
   Accounts Receivable  $149,498       $0   $488,615         $0
   Inventory            ($77,586)      $0   ($73,844)        $0
   Prepaid Expenses      ($7,134)      $0     $5,942         $0
   Deposits                   $0       $0         $0         $0
   Accounts Receivable
   -Other                     $0       $0    $69,881         $0
   Accounts Payable     ($67,678)   $29,983 ($56,769)   $55,026
   Note payable               $0       $0         $0         $0
Net Cash Provided
By Operating
 Activities              $30,446  ($13,821) $459,679     $3,451

Investing Activities:
Acquisition of
Gandalf Graphics              $0       $0         $0         $0
Acquisition of
capital assets                $0       $0         $0         $0
Disposition of
capital assets          $119,618       $0     $2,070         $0
Net Cash Provided
By Investing Activities $119,618       $0     $2,070         $0

Financing Activities:
Long term debt          ($16,825)      $0    ($33,846)       $0
Bank Loan               ($39,688)      $0    ($48,899)       $0
Capital Lease
   Obligations          ($33,156)      $0    ($77,553)       $0
Shareholder Loan              $0       $0          $0        $0
Deferred Tax             ($1,198)      $0     ($4,495)       $0
Received for Deb's & Stock    $0       $0          $0        $0
Related Party                 $0       $0   ($146,751)       $0
Net Cash Provided
By Financing Activities ($90,867)      $0   ($311,544)       $0

Discontinued operations       $0    ($769)         $0   ($17,121)

Proceeds from sale of Alma Pack Bottling Corp

EFFECT OF EXCHANGE
RATE CHANGES ON CASH     $29,235    $14,629 $113,226     $12,773


INCREASE (DECREASE)
    IN CASH              $88,432       $39  $263,431      ($897)

CASH BALANCE-BEGINNING ($305,632)     $202 ($480,631)     $1,138

CASH BALANCE-ENDING    ($217,200)     $241 ($217,200)       $241




PL BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1   UNAUDITED INTERIM FINANCIAL INFORMATION

     The unaudited interim financial statements are unaudited, but in
the opinion of the management of the Company, contain all adjustments,
consisting of only normal recurring accruals, necessary to present fairly
the financial position at October 31, 1998, the results of operations of
the three and six months ended October  31, 1997 and 1998, and the cash
flows for the three and six months ended October 31, 1997 and 1998.  The
results of operations for the three and six months ended October 31, 1998
are not necessarily indicative of the results of operations to be expected
for the full fiscal year ended April 30, 1999.  Reference is made to the
Company's Form 10-KSB for the year ended April 30, 1998.

     Until January 1998, the Company's traditional line of business had
been bottling water through its subsidiary Alma Pack Bottling Corporation.
The subsidiary was never able to attain profitability and there continued
to be a stockholders deficit. In 1998 the Company revised its strategy, it
sold all of the shares of Alma Pack Bottling Corporation and purchased all
of the shares of Gandalf Graphics Limited.  Gandalf Graphics Limited
provides digital pre-press services and digital print services.  Management
believes that Gandalf Graphics Limited will contribute toward attaining
profitability and positive cash flows.


<PAGE>
Item 2.   Management's Discussion and Analysis or Plan of Operation.

The following discussion should be read in conjunction with the
Financial Information and Notes thereto included in this report and is
qualified in its entirety by the foregoing.

Background

     PL Brands, Inc. (the "Company") was originally incorporated under
the name "Malone Road Investments, Ltd."  on August 6, 1990 in the Isle of
Man.  The Company was redomesticated in the Turks and Caicos Islands on
April 21, 1992, and subsequently domesticated as a Delaware corporation on
May 12, 1994.  Pursuant to Delaware law the Company is deemed to have been
incorporated in Delaware as of August 6, 1990.  The Company changed its
name to PL Brands, Inc. on June 6, 1994.

     Unless the context otherwise requires, all references herein to the
"Company" refer to PL Brands, Inc. and its consolidated subsidiaries.

      The Company's principal business was initially in development,
production and marketing of private label prepared foods.  Prior to January
1, 1994 the Company's activities were primarily limited to research and
development of its business  plan and recruitment of personnel.  Full-time
operations began in March 1994.  On August 19, 1994 the Company purchased
100% of the outstanding shares of Alma Pack Bottling Corporation ("Alma
Pack").  Until January 1998, Alma Pack's bottling business comprised the
Company's principal operation. Under this strategy, the Company was never
able to attain profitability and the continued stockholder's deficiency
raised doubt about the Company's ability to continue as a going concern.
In 1998 the Company revised its strategy.  As a result of this change in
strategy, the Company sold all of the shares of Alma Pack and purchased all
of the issued and outstanding shares of Gandalf Graphics Limited
("Gandalf"), a company which provides digital pre-press services and
digital print services. The effect of these transactions are appropriately
reflected in the accompanying financial statements.

     From January 1998 through the end of the fiscal 1999, the business
of Gandalf comprised the Company's principal operation.  See, however,
"Recent Developments" under Part I, Item 1 of the Company's Annual Report
on Form 10-KSB for the fiscal year ended April 30, 1999.

     Unless otherwise noted all information herein is given in U.S.
dollars.

Results of Operations

     Sales for the quarter ended October 31, 1998 were $688,920, sales
for the six months ended were $1,441,265, no sales are shown as
comparatives as operations of the former subsidiary were discontinued.
Income from continuing operations for the quarter ended October 31, 1998
were $11,322, however, losses for the six months ended October 31, 1998
were $7,015.

Liquidity and Capital Resources

     As of October 31, 1998, the Company's positive working capital  was
$93,720 and its shareholder equity was $173,590.

Year 2000 Issue

     The Year 2000 Issue arises because many computerized systems use
two digits rather than four to identify a year.  Date-sensitive systems may
recognize the year 2000 as 1900 or some other date, resulting in errors
when information using Year 2000 dates is processed.  In addition, similar
problems may arise in some systems which use certain dates in 1999 to
represent something other than a date.  The effects of the Year 2000 Issue
may be experienced before, on, or after January 1, 2000, and, if not
addressed, the impact on operations and financial reporting may range from
minor errors to significant systems failure which could affect the entity's
ability to conduct normal business operations.  It is not possible to be
certain that all aspects of the Year 200 Issue affecting the Company,
including those related to the efforts of customers, suppliers or other
service providers, will be fully resolved.

     Prior to the year 2000, the Company determined that its critical
software (primarily widely-used software packages) and all of its critical
business systems  were already year 2000 compliant, and as of the date of
this report, no significant problems had been encountered.  However, there
can be no assurance that this will continue to be the case, and there are
also continuing risks to the Company's operations from year 2000 failures
by third parties, such as suppliers.  In this regard, the Company continues
to monitor the situation.





PART II - OTHER INFORMATION

Item 1.      Legal Proceedings.

             None.

Item 2.      Changes in Securities.

             None.

Item 3.      Defaults Upon Senior Securities.

             None.

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

             None.

Item 5.      Other Information.

             None.

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

             (a)  Exhibits.

             There are no exhibits applicable to this Form 10-QSB.

             (b)  Reports on Form 8-K.

             Listed below are reports on Form 8-K filed during the
             fiscal quarter ended October 31, 1998.

             None.



                         SIGNATURES

     In accordance with the requirements of the Exchange Act, the
Registrant caused this Report to be signed on its behalf by the undersigned
thereunto duly authorized.


                                 PL BRANDS, INC.
                                 (Registrant)


Dated: July 10, 2000             By: /s/Robert Brown
                                 Robert Brown,
                                 Vice President - Finance, Secretary,
                                 Treasurer (Principal Accounting and
                                 Financial Officer)