SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form 10-Q


[ X ]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
            EXCHANGE ACT OF 1934

For the quarterly period ended                   March 31, 1999
                               -------------------------------------------------

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

For the transition period from ____________________ to _________________________

Commission file number 000-24941


                             Delicious Brands, Inc.
--------------------------------------------------------------------------------
           (Exact name of the registrant as specified in its charter)


            Delaware                                   06-1255882
----------------------------------      ----------------------------------------
(State of other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

  2070 Maple Street, Des Plaines, Illinois                    60018
-------------------------------------------        -----------------------------
(Address of Principal executive offices)                   (Zip code)

Registrant's telephone number including area code:        (847) 699-3200
                                                  ------------------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  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       / /


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date.


      4,440,835 shares of Common Stock were outstanding on April 29, 1999.


<PAGE>
                             DELICIOUS BRANDS, INC.

                                    FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 1999




                                    I N D E X


Part I:      Financial Information                                          Page

    Item 1.  Financial Statements:

             Balance Sheets as of March 31, 1999 and December 31, 1998        2

             Statements of Operations, Three Months Ended March 31, 1999      3
                 and 1998

             Statements of Cash Flows, Three Months Ended March 31, 1999      4
                 and 1998

             Notes to Condensed Financial Statements                          5

    Item 2.  Management's Discussion and Analysis of Financial Condition      7
                 and Results of Operations

    Item 3.  Quantitative and Qualitative Disclosure About Market Risk        9


Part II:     Other Information

    Item 2.  Changes in Securities and Use of Proceeds                       10

    Item 6.  Exhibits and Reports on Form 8-K                                10



                                       1

<PAGE>

                             DELICIOUS BRANDS, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                      March 31,         December 31,
                                                                                     -------------     ---------------
                                                                                        1999                1998
                                                                                     -------------     ---------------
                                                                                      (unaudited)

ASSETS
Current Assets:
<S>                                                                                  <C>                <C>
      Cash......................................................................     $         0        $    981,646
      Accounts receivable including $535,281 and $324,070,
            respectively, due from related parties, net of allowances of
            $688,418 and $800,980, respectively.................................       4,944,477           5,108,747
      Inventory.................................................................       2,247,636           1,879,041
      Due from distributors.....................................................          99,317              99,317
      Prepaid expenses and other current assets.................................         656,258             327,964
                                                                                  --------------     ---------------
                                                                                       7,947,688           8,396,715
                                                                                  --------------     ---------------
Property and Equipment, Net of Accumulated Depreciation.........................         359,773             381,185
                                                                                  --------------     ---------------

Other Assets:
      Goodwill..................................................................       9,874,173          10,011,946
      Other ....................................................................         395,449             436,261
                                                                                  --------------     ---------------
                                                                                      10,269,622          10,448,207
                                                                                  --------------     ---------------
                                                                                    $ 18,577,083        $ 19,226,107
                                                                                  ==============     ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
 Current Liabilities:
      Bank loan payable.........................................................    $  3,733,649        $  3,665,828
      Current portion of subordinated debt......................................         393,332             393,332
      Accounts payable including $77,797 and $82,040, respectively,
            due to related parties..............................................       8,656,076           7,173,870
      Due to distributors.......................................................         464,466             532,769
      Accrued expenses..........................................................       2,182,309           2,954,389
      Current portion of long-term liabilities..................................         883,276             904,838
                                                                                  --------------     ---------------
                                                                                      16,313,108          15,625,026
                                                                                  --------------     ---------------
Long-term Liabilities:
      Restructuring liability...................................................         510,848             544,679
      Packaging loss liability..................................................         200,000             200,000
                                                                                  --------------     ---------------
                                                                                         710,848             744,679
                                                                                  --------------     ---------------

Stockholders' Equity:
      Preferred Stock, $.01 par value, 1,000,000 shares authorized,
            245,000 shares designated Series A with a liquidation
            value of $8.00 per share, 189,584 and 195,834 shares issued and
            outstanding in 1999 and 1998, respectively..........................       1,516,668           1,566,668
      Common Stock, $.01 par value, 25,000,000 shares authorized,
            4,489,510 and 4,481,767 shares issued in 1999 and 1998,
            respectively........................................................          44,895              44,818
      Additional paid-in capital................................................      18,395,923          18,343,209
      Accumulated deficit.......................................................     (18,243,310)        (16,937,244)
                                                                                  --------------     ---------------
                                                                                       1,714,176           3,017,451
      Less, common stock in treasury at cost....................................        (161,049)           (161,049)
                                                                                  --------------     ---------------
            Total stockholders' equity..........................................       1,553,127           2,856,402
                                                                                  --------------     ---------------
                                                                                    $ 18,577,083        $ 19,226,107
                                                                                  ==============     ===============
</TABLE>

The accompanying notes are an integral part of this statement.

                                       2
<PAGE>
                             DELICIOUS BRANDS, INC.
                             STATEMENT OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                     Three Months Ended March 31,
                                                                 -----------------------------------
                                                                      1999                 1998
                                                                      ----                 ----

<S>                                                             <C>                <C>
Net Sales (including approximately
      $1,113,000 and $1,230,000,
      respectively, to  related parties)....................    $ 12,341,817       $   6,492,406

Cost of Sales (including approximately
      $10,000 and $54,000, respectively,
      from related parties).................................       9,496,139           5,281,304
                                                                ------------       -------------
Gross Profit................................................       2,845,678           1,211,102
                                                                ------------       -------------
Selling, general and administrative.........................       3,911,760           1,516,670
                                                                ------------       -------------

Loss from Operations........................................      (1,066,082)           (305,568)
                                                                ------------       -------------

Other Income (Expense):
      Interest expense......................................        (166,475)           (112,949)
      Other, net............................................           4,825              10,978
                                                                ------------       -------------
                                                                    (161,650)           (101,971)
                                                                ------------       -------------
Loss before Provision for Income Taxes
Provision for Income Taxes..................................      (1,227,732)           (407,539)
Net Loss    ................................................               0                   0
                                                                ------------       -------------
                                                                 $(1,227,732)       $   (407,539)
                                                                ============       =============

Earnings per Share:
      Basic:
            Net loss per common share.......................     $      (.29)       $       (.13)
                                                                ============       =============
            Weighted average number of
              common shares outstanding.....................       4,435,509           3,226,842

      Diluted:
            Net loss per common share.......................     $      (.29)       $       (.13)
                                                                ============       =============
            Weighted average number of
              common shares outstanding.....................       4,435,509           3,226,842
</TABLE>

The accompanying notes are an integral part of this statement.

                                       3


<PAGE>
                             DELICIOUS BRANDS, INC.
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                      Three Months Ended March 31,
                                                                                     ------------------------------
                                                                                          1999           1998
                                                                                          ----           ----

Cash Flows from Operating Activities:
<S>                                                                                  <C>            <C>
      Net loss    ............................................................       $(1,227,732)   $  (407,539)
      Adjustments to reconcile net loss to net cash used in
            operating activities:
            Depreciation and amortization.....................................           196,286         72,672
            Provision for bad debts...........................................            19,333          7,544
            Increase (Decrease) in cash from changes in:
                  Accounts receivable.........................................           144,937       (914,921)
                  Inventory...................................................          (368,595)      (408,360)
                  Due from distributors.......................................                 0          9,446
                  Prepaid expenses and other current assets...................          (328,294)        (3,908)
                  Other assets................................................            32,062         22,298
                  Accounts payable and accrued expenses.......................           710,126        385,783
                  Due to distributors.........................................           (68,303)        31,640
                  Accrued restructuring liabilities...........................           (33,831)       (65,371)
                  Other liabilities...........................................           (21,562)       (32,850)
                                                                                     ------------   ------------
      Net cash used in operating activities...................................          (945,573)    (1,303,566)
                                                                                     ------------   ------------
Cash Flows from Investing Activities:
      Purchase of property and equipment......................................           (28,351)       (33,188)
                                                                                    ------------   ------------
      Net cash used in investing activities...................................           (28,351)       (33,188)
                                                                                    ------------   ------------
Cash Flows from Financing Activities:
      Payments of long-term debt..............................................                 0         (4,957)
      Proceeds from (payments of) bank loan payable, net......................            67,821       (159,945)
      Proceeds from issuance of notes payable.................................                 0        500,000
      Proceeds from issuance of common stock..................................             2,791        840,000
      Payment of preferred stock dividend.....................................           (78,334)             0
      Payment of stock issuance costs.........................................                 0       (143,300)
                                                                                    ------------   ------------
      Net cash provided by (used in) financing activities.....................            (7,722)     1,031,798
                                                                                    ------------   ------------
Decrease in Cash..............................................................          (981,646)      (304,956)
Cash, Beginning of Period.....................................................           981,646        808,349
                                                                                    ------------   ------------
Cash, End of Period...........................................................       $         0     $  503,393
                                                                                    ============   ============

Supplemental Disclosure of Cash Flow Information:
      Cash paid during the period for:
            Income taxes......................................................       $         0     $        0
                                                                                    ============   ============
            Interest..........................................................       $   173,470     $   39,713
                                                                                    ============   ============
</TABLE>

The accompanying notes are an integral part of this statement.

                                       4

<PAGE>
                             DELICIOUS BRANDS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (Unaudited)

1.       Basis of Presentation

Interim Financial Statements

The  unaudited  interim  financial  statements  included  herein  were  prepared
pursuant to the rules and regulations for interim reporting under the Securities
Exchange Act of 1934, as amended. Accordingly,  certain information and footnote
disclosures normally  accompanying the annual financial statements were omitted.
The interim  financial  statements and notes should be read in conjunction  with
the annual audited financial  statements and notes thereto contained in the Form
10-K of  Delicious  Brands,  Inc.  (the  "Company")  dated April 15,  1999.  The
accompanying  unaudited  interim financial  statements  contain all adjustments,
consisting only of normal  adjustments,  which in the opinion of management were
necessary for a fair statement of the results for the interim  periods.  Results
for the interim periods are not  necessarily  indicative of results for the full
year.

Matters Affecting Comparability - Acquisition of Assets

On April 3,  1998,  the  Company  acquired  substantially  all of the assets and
assumed certain liabilities of Salerno Foods, L.L.C.  ("Salerno").  Accordingly,
the Company's  results of  operations  for the three months ended March 31, 1999
include the operating  results of Salerno  whereas the  comparable  three months
ended for the prior year do not.

The following  unaudited pro forma  information  has been prepared  assuming the
acquisition  had  taken  place at  January  1,  1998.  The  unaudited  pro forma
information  includes  adjustments  for  interest  expense  that would have been
incurred to finance the purchase,  additional  depreciation  of the property and
equipment  acquired,  amortization of the goodwill  arising from the acquisition
and the result of conforming  Salerno's  accounting  policy for slotting fees to
the Company's  policy.  The  unaudited  pro forma results of operations  are not
necessarily  indicative of what the results that would have been had the Salerno
acquisition been effected on the assumed date.

                                                  Unaudited for the
                                                 Three Months Ended
                                                   March 31, 1998
                                                   ---------------
         Net sales.......................      $        14,997,000
         Loss before income taxes........      $        (1,719,000)
         Net loss........................      $        (1,719,000)
         Net loss per share:
               Basic.....................      $             (0.52)
               Diluted...................      $             (0.52)

Business and Ownership

During the fourth quarter of 1998, the Company  issued  1,150,000  shares of its
Common Stock,  at $12.00 per share, in an initial public  offering.  Proceeds of
the offering were  $10,690,684  net of  commissions  and other related  expenses
totaling $3,109,316.

2.       Net Income (Loss) Per Share

Basic net income  (loss) per share and diluted net income  (loss) per share have
been calculated using the weighted  average number of Common shares  outstanding
during each period.  Preferred  stock  dividends,  totaling  $78,334,  were paid
during the three months ended March 31, 1999 and have been  included in both the
basic and  diluted  net income  (loss) per share  calculations.  All options and
warrants  were omitted  from the  computation  of diluted net income  (loss) per
share  because the options and  warrants  are  antidilutive  when net losses are
reported.
                                       5

<PAGE>
3.       Inventory

Inventory is stated at the lower of cost or market with cost  determined  by the
first-in, first-out (FIFO) method.

4.       Recent Account Pronouncements

Effective  January 1, 1999,  the Company  adopted FAS No. 133,  "Accounting  for
Derivatives Instruments and Hedging Activities," which requires the recording of
all  derivatives  on the balance sheet at fair value,  and Statement of Position
98-5 (SOP 98-5),  "Reporting on the Cost of Start-up Activities," which requires
costs of start-up  activities and organization costs to be expensed as incurred.
The adoption of FAS No. 133 and SOP 98-5 had no impact on the Company's  results
of operations, financial position or cash flows.

5.       Subordinated Debt

On April  27,  1999,  the  remaining  outstanding  9%  Subordinated  Convertible
Promissory  Notes (the "9% Notes")  aggregate  principal amount of approximately
$393,000,  matured.  The  Company  has not repaid the 9% Notes.  The  Company is
currently  negotiating  with the  holders  of the 9% Notes  with  regard  to the
conversion  of the 9% Notes to equity.  Should the Company  fail to repay the 9%
Notes or to negotiate  their  conversion  into equity on or before May 27, 1999,
the Company will be in default of the terms of the 9% Notes.

                                       6
<PAGE>
                       MANAGEMENT'S DISCUSSION ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


MATTERS AFFECTING COMPARABILITY - ACQUISITION OF ASSETS

On April 3,  1998,  the  Company  acquired  substantially  all of the assets and
assumed certain liabilities of Salerno Foods, L.L.C.  ("Salerno").  Accordingly,
the Company's  results of  operations  for the three months ended March 31, 1999
include the operating  results of Salerno  whereas the  comparable  three months
ended for the prior year do not.

RESULTS OF OPERATIONS

Net Sales.  Net sales  increased 89% to $12.3 million for the three months ended
March 31, 1999. The net sales increase,  $7.9 million,  resulted  primarily from
the  inclusion of the April 3, 1998  acquisition  of Salerno.  Sales of licensed
products  declined  by $800,000 or 60% as  promotional  allowances  in 1998 were
reduced  significantly  in 1999 as the  Company  focused  on  raising  its gross
margin.  Sales  of  value  priced  products  declined  $1.4  million  or  34% as
competition from private label and national brands  intensified in an attempt to
increase their market share.

Gross Profit.  Gross profit  increased 135% to $2.8 million for the three months
ended  March 31,  1999.  The  gross  profit  increase,  $1.9  million,  resulted
primarily from the inclusion of the April 3, 1998 acquisition of Salerno.  Gross
profit as a percentage of sales,  excluding  Salerno's  gross profit,  increased
2.5% for the three  months  ended March 31, 1999.  Gross  margin  increased  for
Frookie and Delicious product lines as the Company concentrated on raising gross
margin by reducing promotion costs and obtaining lower supplier costs.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses  increased  158% to $3.9  million for the three  months
ended March 31, 1999. The increase, $2.4 million, resulted from the inclusion of
the April 3, 1998 acquisition of Salerno.

Other Income (Expense).  Other expenses  increased 59% to $162,000 for the three
months ended March 31, 1999. The increases were primarily due to higher interest
expense incurred to finance Salerno's operations.

Provision  for Income Tax.  The  provision  for income tax for the three  months
ended March 31, 1999 was zero as a result of there  being a net  operating  loss
for the period for which a valuation  allowance  was  provided to reduce the tax
benefit of this loss.  The valuation  allowance for the three months ended March
31, 1999 increased  $479,000.  The valuation  allowance increases were primarily
due to the  uncertainty of the future  utilization  of the net operating  losses
generated.  The variation of the  Company's  effective tax rate from the federal
statutory  tax  rate  is  principally  due  to  non-deductible  amortization  of
intangible assets and the effect of the increase in the valuation allowance.

Net Loss. Net loss increased 301% to $1,228,000 for the three months ended March
31, 1999. The increased losses were a result of the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

In recent  periods,  the Company has utilized  its working  capital and proceeds
from both private  placements and public offerings to cover operating  deficits.
Because the Company  purchases its products from co-packers,  it does not intend
to invest in plant or  equipment  relating to the  manufacture  of products  for
sale. Further,  the Company believes that its existing fleet of leased trucks is
sufficient for the foreseeable future. In addition,  the Company's  introduction
of new products  represents an immaterial capital expenditure because co-packers
are responsible for the research,  development and ingredients  costs.  The only
costs incurred by the Company are packaging  design costs,  which did not exceed
$100,000  in 1998  and are not  expected  to  increase  significantly  in  1999.
Consequently,  additions  to  property  and  equipment  are not  expected  to be
material  in future  periods.



                                       7
<PAGE>

On  February  6, 1998,  the Company  consummated  a second  closing of a private
placement  (the  "Second  Closing")  pursuant to which it issued an aggregate of
140,000 shares of common stock, $.01 par value per share ("Common  Stock"),  for
an  aggregate  price of $840,000.  The net proceeds of $695,610  from the Second
Closing  were  applied  by the  Company to  increase  cash  balances  and reduce
outstanding trade payables balances.

On March 30, 1998, the Company borrowed $500,000 (the "Acquisition  Loan"). Such
indebtedness  bore  interest  at the rate of 12% per  annum and  matured  on the
consummation  of the  Company's  initial  public  offering  of  Common  Stock on
November 17, 1998 (the "Initial  Public  Offering").  The  Acquisition  Loan and
accrued  interest  thereon were repaid from the  proceeds of the Initial  Public
Offering.

On April 3, 1998,  the Company  entered into an amendment to a revolving  credit
facility with U.S. Bancorp Republic Commercial Finance,  Inc. ("Republic") for a
revolving line of credit of up to $7.0 million.  Borrowings  under the revolving
credit  facility are due upon demand and bear  interest at 1.50% per annum above
the reference rate of interest publicly announced from time to time by U.S. Bank
National  Association (9.25% at March 31, 1999).  Borrowings under the revolving
credit  facility  at March  31,  1999 were $3.7  million.  Borrowings  under the
revolving  credit facility are  collateralized  by a first lien on substantially
all of the assets of the Company.

On April 3, 1998,  the Company  consummated  the  acquisition  of  Salerno.  The
purchase  price for Salerno  consisted of (i) $3.3 million in cash,  (ii) a $1.5
million  promissory  note from the Company to Salerno (the  "Salerno  Promissory
Note"), bearing interest at a rate of 12% per annum, secured by a second lien on
substantially  all  of  the  Company's  assets,  and  (iii)  the  assumption  of
substantially all of the liabilities of Salerno.  In connection  therewith,  the
Company  entered  into  a  loan  agreement  with  American   Pacific   Financial
Corporation  ("APFC")  pursuant  to which the  Company  borrowed  $4.6  million,
bearing  interest at a rate of 12% per annum through  August 3, 1998 and 15% per
annum thereafter, from APFC (the "APFC Loan") consisting of $3.0 million in cash
used by the Company to fund a portion of the cash  purchase  price for  Salerno,
$1.5  million  in the form of APFC  assuming  the  Salerno  Promissory  Note and
$100,000 as a fee for the APFC Loan. In addition,  the Company  issued to APFC a
promissory note in the principal amount of $100,000,  bearing interest at a rate
of 12% per annum, as a fee for assuming the Salerno  Promissory  Note. The notes
and accrued interest thereon were repaid from the proceeds of the Initial Public
Offering.

As of August 1, 1998, holders of approximately $1.6 million aggregate  principal
amount  of  9%  Subordinated  Convertible  Promissory  Notes  (the  "9%  Notes")
exchanged  such notes for an aggregate of 195,834 shares of Series A Convertible
Preferred Stock, $.01 par value per share ("Series A Preferred Stock"), pursuant
to an  offer to  exchange  made by the  Company.  Annual  dividends  of 10% paid
semi-annually  are payable on the shares of Series A Preferred  Stock out of the
assets of the Company legally available for payment thereof. The expiration date
of warrants to purchase 107,730 shares of Common Stock  collectively held by the
holders of the 9% Notes  exchanged for the Series A Preferred Stock was extended
to April 27, 2001 from April 27, 1999.

On November 17, 1998, the Company  consummated  the Initial  Public  Offering of
1,000,000  shares of Common Stock,  at a price of $12.00 per share.  On December
31, 1998, the Company consummated the sale of 150,000 shares of Common Stock, at
a price of $12.00 per  share,  pursuant  to the  underwriters'  exercise  of the
over-allotment  option  on  December  29,  1998.  After  deducting  underwriting
discounts and expenses,  the Company received approximately $10.7 million of net
proceeds from the Initial Public Offering.

On April 12, 1999, the Company  consummated a private placement of 35,000 shares
of Series B Convertible  Preferred  Stock,  $.01 par value per share  ("Series B
Preferred Stock"), and a warrant to purchase 700,000 shares of Common Stock, for
an  aggregate  price of $1.75  million.  The net  proceeds of $1.5  million were
applied by the Company primarily to reduce  outstanding trade payables balances.
Each share of Series B Preferred Stock is currently convertible into five shares
of Common  Stock,  subject to certain  antidilution  provisions.  The warrant to
purchase  700,000 shares of Common Stock has an initial  exercise price of $0.01
per share, subject to certain antidilution  provisions,  for a term of ten years
from the date of its issuance.

On April 27, 1999,  the  remaining  outstanding  9% Notes,  aggregate  principal
amount of  approximately  $393,000,  matured.  The Company has not repaid the 9%
Notes.  The Company is  currently  negotiating  with the holders of


                                       8

<PAGE>

the 9% Notes with regard to the conversion of the 9% Notes to equity. Should the
Company fail to repay the 9% Notes or to negotiate their  conversion into equity
on or before May 27, 1999, the Company will be in default of the terms of the 9%
Notes.  The Company does not currently  have the funds to repay the 9% Notes and
no assurance can be made that the Company will be successful in converting  them
into equity.  The Company's credit facility prohibits the repayment of principal
on the 9% Notes  without  the  prior  consent  of  Republic  and there can be no
assurance that such consent shall be given.

The Company's  liquidity  problems have not  significantly  delayed purchases of
inventory  from  suppliers.  There can be no assurance that the Company will not
experience  future supply problems which could have a material adverse effect on
the Company's business, financial condition and results of operations.

Currently,  the Company  has  insufficient  funds for its needs.  The Company is
seeking  additional  debt  and/or  equity  financing;  however,  there can be no
assurance that additional funds can be obtained on acceptable  terms, if at all.
If the Company is unable to obtain  additional  financing  or generate  positive
cash flow, the Company's business will be materially adversely affected.

FORWARD-LOOKING STATEMENTS

This report contains certain  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the safe  harbors  created  thereby.  Although  the  Company  believes  that the
assumptions  underlying  the  forward-looking  statements  contained  herein are
reasonable, any of the assumptions could be inaccurate, and therefore, there can
be no assurance that the forward-looking statements included in this report will
prove to be accurate. In light of the significant  uncertainties inherent in the
forward-looking  statements  included herein,  the inclusion of such information
should not be regarded as a  representation  by the Company or any other  person
that the objectives and plans of the Company will be achieved.

YEAR 2000 PROGRAM

Many computer systems used in the current business  environment were designed to
use only  two  digits  in the date  field  and  thus may  experience  difficulty
processing  dates beyond the year 1999 and, as such, some computer  hardware and
software will need to be modified  prior to the Year 2000 to remain  functional.
The Company's core internal systems that have been recently implemented are Year
2000 compliant.  The Company is also completing a preliminary assessment of Year
2000 issues not related to its core systems,  including  issues with third-party
suppliers and warehouse  communications.  Based on its initial  evaluation,  the
Company does not believe that the cost of remedial  actions will have a material
adverse effect on the Company's  results of  operations,  liquidity or financial
condition. However, due to the general uncertainty of the Year 2000 readiness of
third-party suppliers and customers,  the Company is unable to determine at this
time whether the  consequences of Year 2000 failures will have a material impact
on the Company's results of operations,  liquidity or financial  condition.  The
Company  believes  that,  with the  implementation  of new business  systems and
completion   of  projects  as  scheduled,   the   possibility   of   significant
interruptions of normal operations should be reduced.

ITEM 3:          Quantitative and Qualitative Disclosures About Market Risk

At  March  31,  1999,  the  Company  had  no  outstanding  derivative  financial
instruments. All of the Company's transactions occur in U.S. dollars. Therefore,
the Company is not subject to significant foreign currency exchange risk.


                                       9
<PAGE>
PART II:         Other Information

ITEM 2:          Changes in Securities and Use of Proceeds

  (c)    The following unregistered securities were issued by the Company during
         the three months ended March 31, 1999:

<TABLE>
<CAPTION>

                                         Description of                         Number of Shares                 Exercise Price
     Date of Issuance                  Securities Issued                   Issued Subject to Options               Per Share
     ----------------                  -----------------                   -------------------------               ---------
<S>                                   <C>                                            <C>                             <C>
          1/1/99                      Common Stock Options                           3,000                           $12.38
          2/11/99                     Common Stock Options                           1,500                           $11.75
          3/24/99                     Common Stock Options                           2,000                           $11.25
</TABLE>

         All of  the  above  options  were  granted  to  non-employee  directors
         pursuant  to the  1994  Formula  Stock  Option  Plan  or to two  former
         directors  pursuant to grants  which are not covered by a formal  plan.
         These options have a vesting  period of either two years or three years
         and a life of ten years.

         The  issuance  of  these  securities  is  claimed  to  be  exempt  from
         registration pursuant to Section 4(2) of the Securities of Act of 1933,
         as  amended,  as  transactions  by an  issuer  not  involving  a public
         offering.  There were no underwriting  discounts or commissions paid in
         connection with the issuance of any of these securities.

USE OF PROCEEDS

(4)  (vii)    As of the  end of the  reporting  period,  $10,690,684  of the net
              proceeds were used  including  $6,186,249  for debt  repayment and
              $4,504,435 for working capital.

ITEM 6:  Exhibits and reports on Form 8-K:
                 a)     Exhibits:  27 - Financial Data Schedule
                 b)     Form 8-K:  None


                                       10
<PAGE>
                                   SIGNATURES

Pursuant  to the  requirements  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.



                                  DELICIOUS BRANDS, INC.
                                       (Registrant)

  May 20, 1999                 /s/   Michael J. Kirby
-------------------            -----------------------------
      Date                           Michael J. Kirby
                                 President, Director and
                                 Chief Executive Officer



  May 20, 1999                 /s/   Jeffry W. Weiner
-------------------            -----------------------------
      Date                           Jeffry W. Weiner
                               Executive Vice President and
                                 Chief Financial Officer