SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


(Mark One)
[X]  Annual report  pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 [No Fee Required]

     For the fiscal  year ended  September  30,  1998

[ ]  Transition  report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934 [No Fee Required]

     For the  transition  period from  __________  to  ___________________

     Commission File No. 0-4289


                               TONE PRODUCTS, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)


           Arkansas                                          71-0390957
--------------------------------                       ---------------------
  (State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                      Identification Number)


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

Issuer's telephone number:  (708) 681-3660

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

                           $.10 Par Value Common Stock
                                (Title of Class)


Check 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
                                    -----    -----

     As of November  30, 1998,  3,579,612  shares of the  Registrant's  $.10 par
value Common Stock were  outstanding.  As of November 30, 1998, the market value
of the  Registrant's  $.10 par value  Common  Stock,  excluding  shares  held by
affiliates, was $1,276,798 based upon a closing bid price of $1.030 per share of
Common Stock on the Electronic Bulletin Board.

     Check if there is no disclosure  contained  herein of delinquent  filers in
response to Item 405 of Regulation  S-B, and will not be contained,  to the best
of the registrant's  knowledge,  in definitive  proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.[ X ]

     The registrant's revenues for its most recent fiscal year were $11,019,456.

     The following  documents are incorporated by reference into Part III, Items
9 through 12 hereof: None.

<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS
--------------------------------


     Except for the historical  information  contained  herein,  the matters set
forth in this Report include  forward-looking  statements  within the meaning of
the "safe harbor" provisions of the Private Securities  Litigation Reform Act of
1995. These  forward-looking  statements are subject to risks and  uncertainties
that  may  cause  actual   results  to  differ   materially.   These  risks  and
uncertainties are detailed  throughout this Report and will be further discussed
from time to time in the Company's  periodic  reports filed with the Commission.
The forward-looking statements included in this Report speak only as of the date
hereof.

Business

     The Company manufactures, distributes and markets under its own proprietary
brand names,  as well as under private  labels  developed for others,  a line of
specialty  beverages,  snack foods and condiments.  The Company's  product lines
include fruit and other drink  concentrates;  juices and juice blends; bar mixes
and cocktail bases; snow cone syrups; pancake, waffle, corn and molasses syrups;
barbeque and steak sauces, marinades and dressings;  popcorn,  cookies, nuts and
other snack foods.

     The Company's  proprietary  products are marketed under a number of its own
brand names including "Bonnie", "Hi-Tone", "Evons",  "Rainbo-Rich" and "Players'
Choice." As indicated,  the Company also manufactures products for its customers
under private label brand names  designated  by the  customers,  and also enters
into copacking  arrangements  with other  manufacturers for some of its products
and acts solely as a distributor for other products.

     The Company's  customers  include large domestic grocery store chains (such
as Aldi's,  and Von's),  domestic  mass  merchandisers  (such as Sams Club,  and
Market Day), large retail food service  distributors  (such as Marriott,  Sysco,
and Alliant),  brand name soft drink bottling  companies and federal,  state and
local government agencies including school districts, colleges and prisons.

     The Company manufactures its own products and its private label products in
a 72,000 square foot  manufacturing  and distribution  facility in Melrose Park,
Illinois,  and a 17,000 square foot  manufacturing and distribution  facility in
Las Vegas,  Nevada.  See "Item 2".  These  products  are  marketed  through  the
Company's own marketing staff consisting of six individuals.  Marketing  efforts
include direct sales calls,  attendance at trade shows,  advertisements in trade
journals, and the use of food brokers and sales representatives.

     The  Company's  business  strategy is to  increase  revenues by focusing on
sales  of  it's  frozen  beverage  products  in the  convenience  store  market,
expanding  its private label and contract  packing  operations,  increasing  its
production of certain food  specialty  products  including  barbeque  sauces and
marinades  and  expanding  it's  direct  store  delivery  system  ("DSD") at the
Company's Fun City Popcorn unit in Las Vegas,  Nevada. The Company believes that
existing  revenues  may be  increased  without  a pro  rata  increase  in  fixed
expenses,  thereby  generating  economies of scale  (primarily in  manufacturing
operations) which will create higher levels of earnings as a percentage of total
revenues.

History

     Tone  Products,  Inc.,  an Illinois  corporation  ("TPI") was  organized in
March, 1947 to manufacture and market concentrated  beverage syrups. In May 1996
TPI was acquired by Minute Man of America, Inc., an Arkansas corporation ("MMA")
in a  reverse  merger  transaction.  Under  the  terms  of  the  reverse  merger
transaction, MMA reverse split its stock on the basis of one share for each four
shares  outstanding  (resulting  in 773,752  shares  outstanding)  and initially
issued an additional  2,275,000 shares to acquire all of the outstanding  shares



<PAGE>


of TPI. As a result, the management and principal stockholders of TPI became the
management and principal  stockholders  of the Company.  In connection  with the
reverse merger transaction,  MMA also sold 478,850 shares of its Common Stock at
$2.00 per share in a private placement of its securities ("Private Placement").

     In May,  1996,  the Company  acquired Fun City  Popcorn,  Inc.  ("FCP") for
$875,000  in cash  generated  from  the sale of  securities  under  the  Private
Placement and the issuance of 100,000 shares of the Company's Common Stock.

Competition

     The speciality  beverage,  snack food and condiments  industries are highly
competitive, and there are numerous multinational, regional and local firms that
currently  compete,  or are capable of  competing,  with the Company.  Specialty
beverage  competitors  include  Nedlog,  Damon and Pride  Beverages;  snack food
competitors  include  Frito-Lay,  Snak-King  and  Granny  Goose;  and  condiment
competitors  include Redwing and Brooks.  Most of the Company's  competitors are
larger than the Company and have superior  financial,  marketing and  management
resources, and brand name recognition,  than the Company. Competitive factors in
these  specialty  foods  industries  include price,  product quality and product
flavor.  The Company  believes its products  compete  favorably  against similar
specialty food products.

Government Regulation

     The  Company is subject to  various  federal,  state and local  regulations
relating to cleanliness,  maintenance of food production equipment, food storage
and food handling, and the Company is subject to unannounced on-site inspections
of its food production  facilities.  As a manufacturer and distributor of foods,
the Company is subject to regulation  by the U.S.  Food and Drug  Administration
("FDA"),  state food and health  boards,  and local health  boards in connection
with  the  manufacturing,   handling,  storage,  transportation,   labeling  and
processing of food  products.  Future changes in the  regulations  may adversely
impact the Company by raising the cost to manufacture  and deliver the Company's
products  and/or by  affecting  the  perceived  healthfulness  of the  Company's
products.  A failure to comply with one or more  regulatory  requirements  could
interrupt  the  Company's  operations  and  result  in a variety  of  sanctions,
including fines and the withdrawal of the Company's products from store shelves.
The Company  holds all  material  licenses  and permits  required to conduct its
operations.

     The Company is also subject to federal and state laws establishing  minimum
wages  and  regulating  overtime  and  working  conditions.  Since  some  of the
Company's  personnel  are paid at rates not far above  federal or state  minimum
wage levels, future increases in federal or state minimum wage levels may result
in increases in the Company's labor costs.

Trade Names and Trademarks

     The  Company  has  registered  a number of its  proprietary  brand names as
trademarks or trade names in Illinois or with the United  States Patent  office,



<PAGE>


including  "Bonnie",  "Rainbo-Rich",  and  "Players'  Choice".  There  can be no
assurance  that the  Company's  trademarks  or trade names will not be copied or
challenged by others.

Employees


      At November 30, 1998, the Company  employed 45  individuals  including its
four executive officers, 11 administrative and clerical employees and 30 factory
and  warehouse  employees.  The Company  believes  that its  relations  with its
employees are satisfactory.

ITEM 2.  DESCRIPTION OF PROPERTY
--------------------------------

     The  Company   leases   72,000   square  feet  of  office,   warehouse  and
manufacturing  space in Melrose  Park,  Illinois  on a one year  lease  expiring
September 30, 1998 at a monthly  rental of $33,235 or $5.54 per square foot. The
Company  also leases  16,802  square feet of office and  warehouse  space in Las
Vegas,  Nevada on a one year lease  expiring May 31, 1998 at a monthly rental of
$8,544 or $6.10 per square foot. The Company  leases its Melrose Park,  Illinois
facility from three of its  executive  officers and directors and its Las Vegas,
Nevada facility from one of the directors.  The Company  believes that the terms
of both such  facilities  leases are fair,  reasonable,  and consistent with the
terms of leases which could be obtained from unaffiliated  parties.  The Company
believes its facilities are adequate for its needs in the foreseeable future and
that additional space is available at reasonable rates.

ITEM 3.  LEGAL PROCEEDINGS
--------------------------

     Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

     Not applicable.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
-----------------------------------------------------------------

     The Company's  Common Stock is traded  over-the-counter  on the  Electronic
Bulletin Board ("EBB") under the symbol "TNPD".

     The following table sets forth for the quarters indicated the range of high
and low bid prices of the Company's Common Stock on the EBB.


<PAGE>


                                                         Bid Price
                                                -------------------------
By Quarter Ended:                                High                Low
-----------------                                ----                ---

September 30, 1998..........................    $1.00               $ .62
June 30, 1998...............................    $1.25               $1.00
March 31, 1998..............................    $1.87               $1.50
December 31, 1997 ..........................    $1.50               $0.75

September 30, 1997 .........................    $1.69               $1.12
June 30, 1997...............................    $1.75               $1.25
March 31, 1997 .............................    $2.00               $1.50
December 1996 ..............................    $0.60               $0.75

     As of November  30,  1998,  the Company had  approximately  600  beneficial
holders of its Common Stock.

Dividend Policy

     The Company has never paid cash  dividends  on its Common Stock and intends
to retain  earnings,  if any,  for use in the  operation  and  expansion  of its
business.  The amount of future  dividends,  if any,  will be  determined by the
Board of  Directors  based upon the  Company's  earnings,  financial  condition,
capital requirements and other conditions.

Description of Securities

Common Stock

     The  Company is  authorized  to issue  50,000,000  shares of $.10 par value
Common Stock. At December 15, 1998,  there were 3,579,612 shares of Common Stock
outstanding. The holders of Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of stockholders, including the
election of  directors.  There is no right to cumulate  votes in the election of
directors. The holders of Common Stock are entitled to any dividends that may be
declared  by the Board of  Directors  out of funds  legally  available  therefor
subject  to any prior  rights of  holders of  Preferred  Stock.  In the event of
liquidation or dissolution of the Company,  holders of Common Stock are entitled
to share ratably in all assets  remaining  after payment of liabilities  and the
liquidation preferences of any outstanding shares of Preferred Stock. Holders of
Common Stock have no preemptive rights and have no right to convert their Common
Stock into any other securities.  All of the outstanding  shares of Common Stock
are fully paid and non-assessable.

Preferred Stock

     The Company is  authorized  to issue  500,000  shares of  Preferred  Stock,
$10.00  par  value,  none of which are  outstanding.  The  Preferred  Stock may,
without  action by the  stockholders  of the Company,  be issued by the Board of



<PAGE>


Directors  from time to time in one or more  series for such  consideration  and
with  such  relative  rights,  privileges  and  preferences  as  the  Board  may
determine.  Accordingly, the Board has the power to fix the dividend rate and to
establish the provisions,  if any,  relating to voting rights,  redemption rate,
sinking fund,  liquidation  preferences and conversion  rights for any series of
preferred stock issued in the future.

     It is not  possible  at  this  time  to  state  the  actual  effect  of any
authorization  of  Preferred  Stock upon the  rights of holders of Common  Stock
until the Board  determines the specific  rights of the holders of any series of
preferred stock. The Board's  authority to issue Preferred Stock also provides a
convenient vehicle in connection with possible  acquisitions and other corporate
purposes,  but could  have the  effect of making it more  difficult  for a third
party to acquire a majority of the outstanding  voting stock.  Accordingly,  the
issuance of Preferred  Stock may be used as an  "anti-takeover"  device  without
further action on the part of the stockholders of the Company, and may adversely
affect the holders of the Common Stock.

Stock Transfer and Warrant Agent

     Security Transfer Corporation is the stock transfer agent for the Company's
Common Stock.



ITEM 6.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

General


Results of Operations-September 30, 1998 Compared to September 30, 1997

     Net Sales for the 12 month period ended September 30, 1998 increased to $11
million  from $9.9 million in 1997 which  represents  an increase of almost 11%.
Sales  increases  were a result of new private  label  packaging  contracts  for
sauces and beverage concentrates.

     Cost of goods sold  increase to 72.8% of sales or $8 million  from 71.7% or
$7.1  million a year ago.  Higher  labor costs were the  largest  factor in this
increase.

     Sales increases were  instrumental in producing a 27% increase in operating
income to $817,770 from $642,005 for the previous year. Reduced interest expense
and a lower tax rate  contributed  to a 84% increase in net earnings to $561,402
or $0.15 per share from $304,155 or $0.08 per share a year ago.
<PAGE>


Liquidity and Capital Resources

     The Company has access to  traditional  lines of credit and term  financing
and has in each of the past three years  increased  its lines of credit in order
to keep pace with growth. The Company had not made any material  commitments for
capital  expenditures  as of September  30, 1998 and believes it has  sufficient
cash resources to meet its needs in calendar 1998.

Seasonality

     A significant percentage of the Company's business is seasonal. The sale of
beverage syrups, fruit juice concentrates and barbeque sauces are greater during
warm weather.  The holiday season,  Thanksgiving  through the New Year, helps to
offset this  seasonality  to some degree.  Management has  established  lines of
credit to offset  cash  shortages  during slow  periods and has also  instituted
policies and practices to manage cash flow.

Trends

     The  Company  expects  the  supply of raw  materials  in the three  largest
purchase categories to remain stable, if not increase. Liquid sweeteners,  juice
concentrates  and packaging  materials are expected to remain in adequate supply
through  fiscal  1998.  The Company  forsees a potential  shortage of  available
tomato paste.  The Company has  agreements in place with  suppliers  that should
provide an adequate  supply of tomato paste through  fiscal 1998.  The Company's
purchasing power with suppliers  continues to grow, and cost of sales should not
be adversely effected by raw material purchasing calender 1998.

   This year we look for continued solid growth from our existing  product lines
and are  particularly  enthusiastic  about  prospects for two new items,  frozen
cappuccino's  and  smoothies.  These two  products  received  an  overwhelmingly
positive response when they were recently introduced at the NACS show in Atlanta
and consequently we have high expectations for their performance.

     The  expansion of direct store  delivery at the  Company's Fun City Popcorn
division may be an  opportunity to increase sales in Las Vegas by up to $200,000
per year.

     This Form 10-KSB  specifies the forward  looking  statements of management.
Forward  looking  statements  are  statements  that estimate or  anticipate  the
happening  of  future  events.  The  forward  looking  statement  of  management
specified  in this Form  10-KSB have been  compiled on the basis of  assumptions
made by management and considered to be reasonable.  Future operating results of
the Company, however, are impossible to predict and not representation regarding
future  operating  results of the Company is to be inferred  from those  forward
looking  statements.  The  assumptions  used for purposes of the forward looking
statements  specified in this Form 10-KSB  represent  estimates of future events
and are subject to uncertainty as to possible changes in economic,  legislature,
industry,  and other  circumstances.  As a result,  the developing and selecting
assumptions  from and among  reasonable  alternatives  require  the  exercise of
judgement  to the extent that the assumed  events do not occur.  The outcome may
vary substantially from that projected, and accordingly, no opinion is expressed
regarding the achievability of particular forward looking results.  In addition,
those forward looking  statements have been compiled as of the date of this Form
10-KSB and should be evaluated with consideration of any changes occurring after
the date of this Form 10- KSB.


<PAGE>


ITEM 7.  FINANCIAL STATEMENTS
-----------------------------


                               Tone Products, Inc.

                 Index to the Consolidated Financial Statements
                      As of September 30, 1998 and 1997 and
                 For the Years Ended September 30, 1998 and 1997
--------------------------------------------------------------------------------


Consolidated Financial Statements of Tone Products, Inc.:

     Report of Independent Auditors ......................................  F-1

        Consolidated Balance Sheets,
           September 30, 1998 and 1997 ...................................  F-2

        Consolidated Statements of Operations
           For the Years Ended September 30, 1998 and 1997 ...............  F-4

        Consolidated Statements of Shareholders' Equity
           For the Years Ended September 30, 1998 and 1997 ...............  F-5

        Consolidated Statements of Cash Flows
           For the Years Ended September 30, 1998 and 1997 ...............  F-7

        Notes to the Consolidated Financial Statements ...................  F-9

<PAGE>


                         REPORT OF INDEPENDENT AUDITORS





To the Board of Directors
Tone Products, Inc.


     We have  audited  the  accompanying  consolidated  balance  sheets  of Tone
Products,  Inc.  and  subsidiaries  as of  September  30,  1998 and 1997 and the
related  consolidated  statements of operations,  shareholders'  equity and cash
flows for years then ended. These financial statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial  statements  based  on  our  audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.  

     In our opinion,  the consolidated  financial  statements  referred to above
present  fairly,  in all  material  respects,  the  financial  position  of Tone
Products,  Inc.  and  subsidiaries  as of September  30, 1998 and 1997,  and the
consolidated  results  of its  operations  and its cash flows for the years then
ended, in conformity with generally accepted accounting principles.



/s/  Kelly & Company
----------------------------
Kelly & Company
Newport Beach, California
December 11, 1998




                                      F-1


<PAGE>

                               Tone Products, Inc.
                           Consolidated Balance Sheets
                           September 30, 1998 and 1997
--------------------------------------------------------------------------------



                                     ASSETS

                                                          1998           1997
                                                          ----           ----
Current assets:
         Cash and equivalents                          $  458,343     $  349,617
         Accounts receivable                              975,456        935,347
         Accounts receivable - related party               10,760         21,770
         Inventories                                    1,080,366      1,050,056
         Prepaid expenses                                  20,424         11,481
         Deferred tax asset                                18,703         18,108
                                                       ----------     ----------
Total current assets                                    2,564,052      2,386,379

Property and equipment, net                             1,485,431      1,460,863
Goodwill                                                  765,605        396,886
Other assets                                                4,648          4,090
                                                       ----------     ----------

Total assets                                           $4,819,736     $4,248,218
                                                       ==========     ==========



               The accompanying notes are an integral part of the
                       consolidated financial statements.
                                      F- 2

<PAGE>


                               Tone Products, Inc.
                           Consolidated Balance Sheets
                           September 30, 1998 and 1997
--------------------------------------------------------------------------------



                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                         1998           1997
                                                         ----           ----
Current liabilities:
         Lines of credit                               $  240,000    $  200,000
         Accounts payable, trade                          614,696       569,764
         Notes payable, current portion                    82,361        75,197
         Income taxes payable                             156,536       254,791
                                                       ----------    ----------
Total current liabilities                               1,093,593     1,099,752

Notes payable, net of current portion                     165,960       140,192
Deferred tax liability                                     62,150        92,778
                                                       ----------    ----------
Total liabilities                                       1,321,703     1,332,722

Commitments and contingencies

Shareholders' equity:
Convertible Series A preferred stock; $10
     par value; 500,000 shares authorized; none
     issued and outstanding at September 30, 1998
     and 1997                                                --            --
Common stock; $0.10 par value; 50,000,000
     shares authorized; 3,579,612 and 3,692,102
     shares issued and outstanding at September 30,
     1998 and 1997, respectively                          357,961       369,211
Common stock committed to be issued                        21,136          --
Additional paid-in capital                              1,023,307     1,012,057
Retained earnings                                       2,095,629     1,534,228
                                                       ----------    ----------

Total shareholders' equity                              3,498,033     2,915,496

Total liabilities and shareholders' equity             $4,819,736    $4,248,218
                                                       ==========    ==========


               The accompanying notes are an integral part of the
                       consolidated financial statements.
                                       F-3

<PAGE>


                               Tone Products, Inc.
                      Consolidated Statements of Operations
                 For the Years Ended September 30, 1998 and 1997
--------------------------------------------------------------------------------


                                                   1998             1997
                                                   ----             ----

Net sales                                      $ 11,019,456     $  9,944,232
Cost of sales                                     8,024,387        7,132,544
                                               ------------     ------------
         Gross profit                             2,995,069        2,811,688
Operating costs and expenses                      2,177,299        2,165,086
                                               ------------     ------------
Income from operations                              817,770          646,602
                                               ------------     ------------
Other income (expense):
         Interest expense                           (60,211)         (89,547)
         Other income                                 5,291            4,173
                                               ------------     ------------
                                                    (54,920)         (85,374)
                                               ------------     ------------
Income before provision for income taxes            762,850          561,228
Provision for income taxes                          201,449          257,073
                                               ------------     ------------

Net income                                     $    561,401     $    304,155
                                               ============     ============


Net income per share, basic and diluted        $       0.15     $       0.08
                                               ============     ============


               The accompanying notes are an integral part of the
                       consolidated financial statements.
                                       F-4

<PAGE>
<TABLE>
<CAPTION>

                                                       Tone Products, Inc.

                                         Consolidated Statements of Shareholders' Equity
                                         For the Years Ended September 30, 1998 and 1997


                                               Tone Product, Inc.                           Tone Products, Inc.
                                           (An Illinois Corporation)                     (An Arkansas Corporation)
                                         ------------------------------     -------------------------------------------------------
                                                                            Convertible   Convertible      
                                                                             Series A      Series A       
                                            Common            Common        Preferred     Preferred       Common          Common
                                             Shares            Stock          Stock         Stock          Shares          Stock
                                             ------            -----          -----         -----          ------          -----
Balance,
<S>                                        <C>               <C>             <C>            <C>           <C>            <C>  
 September 30, 1996                                600       $   60,000          --           --              --               --   
  Shares outstanding
    prior to a reverse
    stock split                                   --               --            --           --         3,093,750       $  309,375
  Reduction in shares
   as a result of the
   one for four split
   prior to reorganization                        --               --            --           --        (2,319,998)        (231,999)
                                            ----------       ----------       -------      -------      ----------       ----------
  Shares outstanding prior
   to the reorganization                          --               --            --           --           773,752           77,376
  The effect of shares
   exchanged in the
   reorganization (reverse
   merger) of Tone Products,
   Inc. (an Illinois
   corporation)                                   (600)         (60,000)         --           --         2,275,000          227,500
                                            ----------       ----------       -------      -------      ----------       ----------
Balance,
 September 30, 1996
 as restated                                      --               --            --           --         3,048,752          304,876
  Shares issued on the
   conversion of debt                             --               --            --           --            64,500            6,450
  Subscription of shares                          --               --   
  Issuance of subscribed
   shares                                         --               --            --           --           578,850           57,885
  Net income                                      --               --            --           --              --               --
                                            ----------       ----------       -------      -------      ----------       ----------
Balance,
 September 30, 1997                               --               --            --           --         3,692,102          369,211
  Shares retired that
   were exchanged in
   the reorganization
   (reverse merger) of
   Tone Products, Inc.                            --               --            --           --          (112,490)         (11,250)
  Shares committed and
   fully paid but not
   issued in the
   acquisition of T.J
   Distributing                                   --               --            --           --            --               --
  Net income                                      --               --            --           --            --               --
                                            ----------       ----------       -------      -------      ----------       ----------
Balance,
 September 30, 1998                               --               --            --           --            --               --
                                            ==========       ==========       =======      =======      ==========       ==========
                                                                   F-5
<PAGE>

                                                Tone Products, Inc.

                             Consolidated Statements of Shareholders' Equity (Continued)
                                  For the Years Ended September 30, 1998 and 1997


                                 Common Stock   Additional       Stock 
                                   Committed      Paid-in     Subscription    Retained
                                 To Be Issued     Capital      Proceeds       Earnings       Total
                                 ------------     -------      --------       --------       -----
Balance,
 September 30, 1996                     --     $    (9,432)   $ 1,038,000    $ 1,230,073   $ 2,318,641
  Shares outstanding
    prior to a reverse
    stock split                         --        (309,375)          --             --            --
  Reduction in shares
   as a result of the
   one for four split
   prior to reorganization              --         231,999           --             --            --
                                 -----------   -----------    -----------    -----------   -----------
  Shares outstanding prior
   to the reorganization                --         (77,376)          --             --            --
  The effect of shares
   exchanged in the
   reorganization (reverse
   merger) of Tone Products,
   Inc. (an Illinois
   corporation)                         --        (117,500)       (50,000)          --            --
                                 -----------   -----------    -----------    -----------   -----------
Balance,
 September 30, 1996
 as restated                            --        (204,308)       988,000      1,230,073     2,318,641
  Shares issued on the
   conversion of debt                   --         122,550           --             --         129,000
  Subscription of shares                --            --          163,700           --         163,700
  Issuance of subscribed
   shares                               --       1,093,815     (1,151,700)          --            --
  Net income                            --            --             --          304,155       304,155
                                 -----------   -----------    -----------    -----------   -----------
Balance,
 September 30, 1997                     --       1,012,057           --        1,534,228     2,915,496
  Shares retired that
   were exchanged in
   the reorganization
   (reverse merger) of
   Tone Products, Inc.                  --          11,250           --             --            --
  Shares committed and
   fully paid but not
   issued in the
   acquisition of T.J
   Distributing                  $    21,136          --             --             --          21,136
  Net income                            --            --             --          561,401       561,401
                                 -----------   -----------    -----------    -----------   -----------
Balance,
 September 30, 1998              $    21,136   $ 1,023,307           --      $ 2,095,629   $ 3,498,033
                                 ===========   ===========    ===========    ===========   ===========



               The accompanying notes are an integral part of the consolidated financial statements.
                                                       F-6
</TABLE>




<PAGE>
<TABLE>
<CAPTION>
                                        Tone Products, Inc.
                               Consolidated Statements of Cash Flows
                          For the Years Ended September 30, 1998 and 1997
--------------------------------------------------------------------------------------------------

                                                                     1998                  1997
                                                                     ----                  ----
<S>                                                               <C>                  <C>   
Cash flows from operating activities:
         Net income                                               $ 561,401              $ 304,155
Adjustments to reconcile income to net cash
  provided by operating activities:
         Depreciation and amortization                              347,360                288,386
         Uncollectable accounts                                     211,186                 12,254
         Inventory obsolescence                                      22,147                   --
Decrease (increase) in assets, net of effects
   from purchase of T. J. Distributing:
         Accounts receivable                                       (251,295)               (38,269)
         Accounts receivable - related party                         11,010                  8,230
         Inventories                                                (42,457)                63,121
         Prepaid expenses                                            (8,943)                (4,796)
         Deferred tax asset                                            (595)               (12,878)
         Other assets                                                  (558)                (4,090)
Increase (decrease) in liabilities:
         Accounts payable and accrued expenses                       44,932               (154,432)
         Income taxes payable                                       (98,255)               226,567
         Deferred tax liabilities                                   (30,628)                24,896
                                                                  ---------              ---------
Cash provided by (used in) operating activities                     765,305                713,144
                                                                  ---------              ---------
Cash flows used in investing activities
         Purchase of T.J. Distributing                              (36,000)                  --
         Acquisition of tradename                                  (300,000)                  --
         Purchase of property and equipment                        (308,511)              (195,270)
                                                                  ---------              ---------
Cash used in investing activities                                  (644,511)              (195,270)
                                                                  ---------              ---------
Cash flows provided by (used in) financing activities:
         Net proceeds from (reductions on) line of credit            40,000               (410,927)
         Payment on notes payable                                   (92,068)              (250,235)
         Proceeds from the issuance of notes payable                 40,000                173,459
         Proceeds from the issuance of common stock                    --                  163,700
                                                                  ---------              ---------
Cash provided by (used in) financing activities                     (12,068)              (324,003)
                                                                  ---------              ---------
Net increase in cash                                                108,726                193,871


Cash at beginning of period                                         349,617                155,746
                                                                  ---------              ---------
Cash at end of period                                             $ 458,343              $ 349,617
                                                                  =========              =========


      The accompanying notes are an integral part of the consolidated financial statements.
                                              F-7
</TABLE>

<PAGE>


                               Tone Products, Inc.
                      Consolidated Statements of Cash Flows
                 For the Years Ended September 30, 1998 and 1997
--------------------------------------------------------------------------------



                Supplemental Disclosure of Cash Flow Information

                                                       1998         1997
                                                       ----          ----

 Interest paid                                     $    60,211    $    89,547
 Income taxes paid                                     330,332    $     5,610


      Supplemental Schedule of Non-Cash Investing and Financing Activities

 Acquisition of equipment:
          Assets acquired                                 --      $    53,889
          Liabilities incurred                            --      $   (53,889)

 Satisfaction of debt through issuance of stock:
          Liabilities satisfied                           --      $   129,000
          Shares issued                                   --      $  (129,000)

 Issuance of subscribed stock:
          Reduction of subscribed stock                   --      $ 1,151,700
          Shares issued                                   --      $(1,151,700)

 Business acquisition:
          Assets acquired                          $   106,136           --
          Liabilities incurred                     $   (85,000)          --
          Common stock committed to be issued      $   (21,136)          --



               The accompanying notes are an integral part of the
                       consolidated financial statements.
                                       F-8

<PAGE>


                               Tone Products, Inc.
                   Notes to Consolidated Financial Statements
                 For the Years Ended September 30, 1998 and 1997
--------------------------------------------------------------------------------


1.   Summary of Significant Accounting Policies
     ------------------------------------------

     Principles of Consolidation

     The accompanying  consolidated financial statements include the accounts of
     Tone  Products,  Inc.  (an  Arkansas  corporation)(the  "Company")  and its
     subsidiaries, Fun City Popcorn, Inc. (a Nevada Corporation)("Fun City") and
     Tone Products, Inc. (an Illinois  corporation)("Tone  Products"). Fun City,
     prior to the reverse merger acquisition, was a subsidiary of Tone Products.
     All significant  intercompany  transactions have been eliminated.  Prior to
     October 15, 1996, the Company was named Minute Man of America, Inc.("Minute
     Man").

     Operations

     The  Company  is  engaged  in  the  purchase,  manufacture,  and  wholesale
     distribution  of food  products in the beverage,  dry mix beverage,  snack,
     syrup, condiments, and sauce categories.

     Recognition of Revenue

     Revenues are recognized when the Company's products are shipped.

     Cash and Equivalents

     The  Company  invests   portions  of  its  excess  cash  in  highly  liquid
     investments.  Cash and  equivalents  include time  deposits and  commercial
     paper with original  maturities of three months or less. The Company has no
     requirements for compensating balances. The Company maintains cash balances
     in accounts  which  exceeded the federally  insured  limits by $421,589 and
     $236,509 at September 30, 1998 and 1997, respectively; however, the Company
     has not experienced any losses in such accounts.

     Concentration of Credit Risk

     Financial   instruments   which   potentially   subject   the   Company  to
     concentrations   of  credit  risk  consist   primarily  of  trade  accounts
     receivable.  The Company  sells  products  to private and public  companies
     supplying the food services industry,  certain governmental  entities,  and
     public  institutions  primarily within a 300-mile radius of each of its two
     locations.  Exposure  to  losses  on  accounts  receivable  is  principally
     dependent on the individual customer's financial condition, as credit sales
     are not collateralized.  The Company monitors its exposure to credit losses
     and  writes  off  those  accounts  receivable  that  it  deems  to  be  not
     collectible. No single customer accounted for more than 10% of revenues for
     the years ended September 30, 1998 and 1997.


                                        F-9

<PAGE>


                               Tone Products, Inc.

              Notes to Consolidated Financial Statements, Continued
                 For the Years Ended September 30, 1998 and 1997
--------------------------------------------------------------------------------


1.   Summary of Significant Accounting Policies, Continued
     -----------------------------------------------------

     Inventories

     Inventories  are stated at the lower of cost or market.  Cost is determined
     on a standard cost basis,  which approximates the first in-first out method
     of valuation.  The Company's  management  monitors  inventories for excess,
     obsolete,  and calendar date sensitive items and makes necessary  valuation
     corrections when such adjustments are required.

     Property and Equipment

     Property and equipment are recorded at cost and are  depreciated  using the
     straight-line   method  over  the   expected   useful  lives  noted  below.
     Expenditures for normal  maintenance and repairs are charged to operations.
     The cost and related  accumulated  depreciation  of assets are removed from
     the accounts upon retirement or other disposition, and the resulting profit
     or  loss  is  reflected  in  the  statement  of  operations.  Renewals  and
     betterments that materially  extend the life of the assets are capitalized.

                                                    Estimated Useful
                                                         Life
                                                    ----------------
             Property and equipment                        7 years
             Furniture and fixtures                    5 - 7 years
             Vehicles                                  5 - 7 years
             Leasehold improvements                       39 years

     Goodwill

     Goodwill  represents  the  excess  of the  acquisition  cost over the value
     assigned  to the net  tangible  assets at the date a business or assets are
     acquired.   Goodwill  is  amortized   over  fifteen  years   utilizing  the
     straight-line  method.  Amortization  expense for the years ended September
     30, 1998 and 1997 was $52,417 and $35,366, respectively.

     Impairment of Long-Lived Assets

     The  Company   annually   evaluates  its   long-lived   assets,   including
     identifiable  intangible assets, such as goodwill for potential impairment.
     When  circumstances  indicate  that the carrying  amount of an asset is not
     recoverable,  as demonstrated by the projected  undiscounted cash flows, an
     impairment loss is recognized. The Company's management has determined that
     there was no such impairment present at September 30, 1998 and 1997.


                                      F-10

<PAGE>
                               Tone Products, Inc.

              Notes to Consolidated Financial Statements, Continued
                 For the Years Ended September 30, 1998 and 1997
--------------------------------------------------------------------------------


1.   Summary of Significant Accounting Policies, Continued
     -----------------------------------------------------

     Income Taxes

     The Company accounts for deferred income taxes using the liability  method.
     Deferred income taxes are computed based on the tax liability or benefit in
     future years of the reversal of temporary differences in the recognition of
     income or  deduction  of  expenses  between  financial  and tax  reporting.
     Deferred  tax assets  and/or  liabilities  are  classified  as current  and
     noncurrent  based on the  classification  of the related asset or liability
     for financial  reporting  purposes,  or based on the expected reversal date
     for  deferred  taxes  that are not  related  to an  asset or  liability.The
     Company and its corporate  subsidiaries file a consolidated  federal income
     tax return and report results from  operations on a unitary basis for state
     income tax purposes.

     Common Shares and Per Share Amounts

     All  common  shares  and per  share  amounts  have  been  adjusted  to give
     retroactive effect, where applicable to the following:

         *       A one for four reverse stock split
         *       A business combination described as a reverse acquisition
         
     Disclosures about Fair Value of Financial Instruments

     The Company accounts for the value of financial  instruments using the fair
     value method.

     Earnings per Common Share

     In 1997 the  Financial  Accounting  Standards  Board  issued  Statement  on
     Financial   Accounting   Standards  No.  128  "Earnings  Per  Share".  This
     pronouncement  replaced the previously  reported  primary and fully diluted
     earnings per share with basic and diluted earnings per share, respectively.
     Earnings  for the  years  ended  September  30,  1998  and 1997  have  been
     calculated in accordance with this pronouncement.

     Basic earnings per share ("EPS") is computed by dividing  income  available
     to common  shareholders  by the weighted  average  number of common  shares
     outstanding for the year.  Diluted EPS reflects the potential dilution that
     could occur if diluted securities and other contracts to issue common stock
     were  exercised or converted  into common stock or resulted in the issuance
     of common stock that then shared in the Company's earnings.


                                      F-11

<PAGE>

                               Tone Products, Inc.

              Notes to Consolidated Financial Statements, Continued
                 For the Years Ended September 30, 1998 and 1997
--------------------------------------------------------------------------------


1.   Summary of Significant Accounting Policies, Continued
     -----------------------------------------------------

     Earnings per Common Share, Continued

     During the year ended  September  30,  1998,  the  Company,  as part of the
     consideration in a purchase business combination  committed to issue 13,793
     common shares in future years.  The common stock  committed to be issued is
     treated as dilutive common shares and is considered in the diluted earnings
     per share calculation for the year ended September 30, 1998; however, these
     shares had no impact on dilutive earnings per share.

     Advertising Costs

     Advertising costs are expensed when they are incurred.  Advertising expense
     was $ 97,309 and $61,401 for the years ended  September  30, 1998 and 1997,
     respectively.  The increase in advertising  between years is due to a brand
     name promotion program started in the year ended September 30, 1998.

     Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     consolidated  financial statements and the reported amounts of revenues and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

     Reclassifications

     Certain  reclassifications  have been made to the 1997 financial statements
     in order to conform to the 1998 financial statement presentation.




                                      F-12

<PAGE>


                               Tone Products, Inc.

              Notes to Consolidated Financial Statements, Continued
                 For the Years Ended September 30, 1998 and 1997
--------------------------------------------------------------------------------


2.   Accounts Receivable
     -------------------

     During the years ended  September 30, 1998 and 1997, the Company charged to
     operations  certain  accounts  receivable  determined  to be  uncollectable
     amounting to $ 211,186 and $12,254,  respectively. The increase in bad debt
     expense  resulted  from five  customers  filing for  bankruptcy in the year
     ended  September 30, 1998. The five customers'  uncollectibility  write off
     amounted to $174,924  and the  Company's  sales to them were  $156,743  and
     $312,442  for the years ended  September  30, 1998 and 1997,  respectively.
     Collection  on accounts  previously  written off are  included in income as
     they are received.

3.   Inventories
     -----------

     Inventories consists of the following: 

                                                    1998              1997
                                                    ----              ----

         Raw materials                        $       551,807   $      602,252
         Finished goods                               528,559          447,804
                                              ----------------  --------------
         Total inventories                    $     1,080,366   $    1,050,056
                                              ================  ==============

4.   Property and Equipment
     ----------------------

     Property and equipment consist of the following:

                                                      1998          1997
                                                      ----          ----

          Property and equipment                  $  2,649,523   $ 2,432,422
          Furniture and fixtures                       109,655       101,410
          Vehicles                                     317,789       311,789
          Leasehold improvements                       490,176       402,011
                                                  -------------  -----------
                                                     3,567,143     3,247,632
             Less: accumulated depreciation         (2,081,712)   (1,786,769)
                                                  ------------   -----------
          Total property and equipment            $  1,485,431   $ 1,460,863
                                                  =============  ===========

     Depreciation  expense for the years ended  September  30, 1998 and 1997 was
     $294,943 and $253,020, respectively.



                                      F-13

<PAGE>


                               Tone Products, Inc.

              Notes to Consolidated Financial Statements, Continued
                 For the Years Ended September 30, 1998 and 1997
--------------------------------------------------------------------------------


5.   Lines of Credit
     ---------------

     The Company has operating lines of credit with a bank as follows:
                                                         1998        1997
                                                         ----        ----
     Line  of  credit  with a  maximum  amount  of
     $1,300,000   available,   collateralized   by
     Company  assets and  guaranteed  by its three
     largest  shareholders  who are also corporate
     officers   and   members   of  the  board  of
     directors  of  the  Company   (the   "largest
     shareholders").  Any  unpaid  balance  on the
     bank line of credit is due in January 1999.             -           -

     Line  of  credit  with a  maximum  amount  of
     $240,000  available,  collateralized  by  Fun
     City's  assets  and   collateralized  by  the
     Company  and the  largest  shareholders.  The
     bank line of credit  had a  weighted  average
     interest  rate of  8.55%  and  8.25%  for the
     years  ended  September  30,  1998 and  1997,
     respectively.  The  unpaid  balance is due in
     February  1999 and is  subject  to a one-year
     extension.  It is the Company's  intention at
     this time to extend any unpaid balance at the
     due date.                                        $   240,000   $   200,000
                                                      -----------   -----------
                  Total lines of credit               $   240,000   $   200,000
                                                      ============  ===========

6.   Notes Payable
     -------------

     Notes payable consist of the following:

                                                           1998         1997
                                                           ----         ----

     Note  payable  to a bank,  collateralized  by
     Company's   assets,    payable   in   monthly
     principal installments of $3,690 plus accrued
     interest,  due in  April  2001.  Interest  is
     calculated  at the  bank's  prime  rate  plus
     three-quarters of a point (8.50% at September
     30, 1998).                                       $   114,417   $   158,697



                                      F-14
                                                      

<PAGE>


                               Tone Products, Inc.

              Notes to Consolidated Financial Statements, Continued
                 For the Years Ended September 30, 1998 and 1997
--------------------------------------------------------------------------------


6.   Notes Payable, Continued
     ------------------------
                                                         1998           1997 
                                                         ----           ----
     Note  payable  issued  as a  portion  of  the
     purchase  price  of  a  business  acquisition
     payable in  monthly  principal  and  interest
     installments of $1,600, due in December 2002.
     Interest is calculated at 7.00%.                   71,590            -

     Note payable to a bank, collateralized by the
     Company's   assets,    payable   in   monthly
     principal and interest  installments of $813,
     due in January  2003.  Interest is calculated
     at 8.00%.                                          35,554            -

     Notes payable are  collateralized  by Company
     vehicles.   The   notes   payable   call  for
     composite  monthly  installments of principal
     and  interest  of $2,193 for  varying  terms,
     none  of  which  exceed   three   years.   At
     September   30,   1998,   the   interest   is
     calculated at rates between 1.95% and 10.50%.      26,760         56,692
                                                    ----------      ---------
     Total notes payable                               248,321        215,389
            Less: current maturities                   (82,361)       (75,197)
                                                    ----------      ---------
     Long term portion of notes payable             $  165,960      $  140,192
                                                    ==========      ==========

     Maturities of notes payable for the years ending September 30:

                  1999                                 $ 82,361
                  2000                                   75,467
                  2001                                   55,377
                  2002                                   27,282
                 2003 and thereafter                      7,834

     Interest  expense  during the years ended  September  30, 1998 and 1997 was
     $60,211 and $89,547, respectively.




                                      F-15

<PAGE>


                               Tone Products, Inc.

              Notes to Consolidated Financial Statements, Continued
                 For the Years Ended September 30, 1998 and 1997
--------------------------------------------------------------------------------


7.   Deferred Income Taxes
     ---------------------

     The components of the provision for income taxes are as follows:
 
                                                       1998          1997
                                                       ----          ---- 
       Current tax expense: 
           Federal                                  $ 203,493     $ 215,079
           State                                       29,179        49,332
                                                    ---------     --------- 
                                                      232,672       264,411 
                                                    ---------     --------- 
       Deferred tax expense (benefit):  
           Federal                                    (23,555)       (8,380)
           State                                       (7,668)        1,042
                                                    ---------     --------- 
                                                      (31,223)       (7,338)
                                                    ---------     ---------
       Total provision                              $ 201,449     $ 257,073 
                                                    =========     =========

     Significant  components  of the  Company's  deferred  income tax assets and
     liabilities at September 30, 1998 and 1997 are as follows:

                                                       1998           1997
                                                       ----           ----
      Deferred income tax asset:
           State taxes                             $    21,692    $    21,816
           Other                                           987            987
                                                   -----------    -----------
      Total deferred income tax asset                   22,679         22,803
           Valuation allowance                            -               -
                                                   -----------    -----------
      Net deferred income tax asset                     22,679         22,803
                                                   -----------    -----------

      Deferred income tax liability:
           Depreciation                                 66,126         97,473
                                                   -----------    -----------
      Total deferred income tax liability               66,126         97,473
                                                   -----------    -----------
      Net deferred income tax liability            $    43,447    $    74,670
                                                  ============    ===========

     Reconciliation  of the effective tax rate to the U.S.  statutory rate is as
     follows:


                                                       1998             1997
                                                       ----             ----

     Tax expense at U.S. statutory rate                34.0 %          34.0  %
     State tax provision                                5.3             5.9
     Non-deductible expenses                            3.4             6.2
     Utilization of pre-merger net operating
        loss carryforward                             (14.7)             -
     Other                                             (1.6)           (0.3)
                                                     ------          ------
     Effective income tax rate                         26.4 %          45.8 %
                                                     ======          =======


                                      F-16

<PAGE>


                               Tone Products, Inc.

              Notes to Consolidated Financial Statements, Continued
                 For the Years Ended September 30, 1998 and 1997
--------------------------------------------------------------------------------


8.   Commitments
     ------------

     The  Company  has  operating  leases  for  certain of its  facilities.  The
     facilities  operating  leases are with entities  owned by related  parties.
     Future minimum lease payments at September 30, 1998, are as follows:

                                                                     Total
                                                                     -----

                  1999                                            $   415,068
                  2000                                                 82,008
                  2001                                                 82,008
                  2002                                                 82,008
                  2003                                                 61,506
                                                                  -----------
                  Total future minimum lease payments             $   722,598
                                                                  ===========

     Rental expense, resulting from operating lease agreements, was $401,547 and
     $364,828 during the years ended September 30, 1998 and 1997, respectively.

9.   Stock Options
     -------------

     The  Company's  1997 Stock Option Plan (the "plan")  instituted in November
     1997 permits the issuance for up to 350,000 options for the purchase of its
     common  stock  ("options")  to  selected   officers,   outside   directors,
     employees, and consultants. The plan options vest pro rata over a five year
     period and  expire ten years from the date of grant.  Under the term of the
     plan, options granted may be either nonqualified or incentive stock options
     ("ISOs").  The exercise price for  nonqualified  options or ISOs may not be
     less than the fair  value on the date of the  grant.  As of the year  ended
     September 30, 1998, no options have been granted.

     Statement  of  Financial  Accounting  Standards  No.  123  "Accounting  for
     Stock-Based  Compensation",  encourages,  but does not require companies to
     record compensation cost for stock-based  compensation plans at fair value.
     The Company has chosen to account for the issuance of its options under the
     plan using the intrinsic value method  prescribed in Accounting  Principles
     Board  Opinion  No.  25,   "Accounting  for  Stock  Issued  to  Employees".
     Accordingly,  compensation  cost for stock  options will be measured as the
     excess,  if any, of the quoted market price of the  Company's  stock at the
     date of grant over the amount an employee must pay to acquire the stock.


                                      F-17

<PAGE>


                               Tone Products, Inc.

              Notes to Consolidated Financial Statements, Continued
                 For the Years Ended September 30, 1998 and 1997
--------------------------------------------------------------------------------


10.      Disclosures about Fair Values of Financial Instruments
         -------------------------------------------------------

         The estimated fair value amounts of all financial  instruments,  on the
         Company's 1998 and 1997 balance  sheets,  have been determined by using
         available market information and appropriate  valuation  methodologies.
         Fair value is described as the amount at which the instrument  could be
         exchanged in a current  transaction  between  informed willing parties,
         other than in a forced liquidation.  However,  considerable judgment is
         necessarily  required  in  interpreting  market  data  to  develop  the
         estimates of fai value. Accordingly, the estimates presented herein are
         not  necessarily  indicative  of the  amounts  that the  Company  could
         realize  in a current  market  exchange.  The use of  different  market
         assumptions and/or estimation  methodologies may have a material effect
         on the estimated fair value amounts.  The Company does not have any off
         balance sheet financial instruments.

     The  following  methods  and  assumptions  were  used  by  the  Company  in
     estimating fair value disclosures for financial statements:

     Cash and equivalents,  accounts receivable,  inventory,  prepaids, accounts
     payable,  line of credit  payable,  current  portion of notes payable,  and
     certain other current  liability  amounts are reported in the balance sheet
     at  approximate  fair  value  due to the  short  term  maturities  of these
     instruments.

     The fair value of noncurrent  notes payable is estimated by determining the
     net present value of future  payments.  The carrying  amount on the balance
     sheet approximates the fair value as the interest rates approximate current
     market rates.

11.  Profit-Sharing Plan    
     --------------------

     Effective   January  1,  1989,   the  Company   amended   and   restated  a
     noncontributory  profit sharing  retirement plan that covers  substantially
     all employees.  Annual employer  contributions  to the plan are made at the
     discretion of management.  No employer  contribution was made for the years
     ended September 30, 1998 and 1997.




                                      F-18

<PAGE>


                               Tone Products, Inc.

              Notes to Consolidated Financial Statements, Continued
                 For the Years Ended September 30, 1998 and 1997
--------------------------------------------------------------------------------


12.  Acquisitions
     ------------

     T. J. Distributing

     On January 30, 1998, the Company acquired certain assets and related rights
     of T. J. Distributing (a sole proprietorship) located in Las Vegas, Nevada,
     for a purchase price of $142,136. The purchase price was comprised of cash,
     promissory notes, and 13,793 shares of Company restricted common stock that
     is committed to be issued pro rata annually  over the next four years.  The
     acquisition   was  recorded  using  the  purchase   method  of  accounting.
     Accordingly, a portion of the purchase price was allocate to the net assets
     acquired based on their  estimated fair values.  The fair value of tangible
     assets acquired was $21,000.  The balance of the purchase  price,  $121,136
     was  recorded  as the excess of cost over net assets  acquired  (goodwill).
     T.J. Distributings' results of operations have been reported by the Company
     since February 1, 1998.

     Minute Man (Reverse Merger)

     On October 15, 1996,  the Company  acquired all of the  outstanding  common
     stock  of  Tone  Products  in a  business  combination  accounted  for as a
     purchase  (the  purchase  transaction  is  described  as a  reverse  merger
     acquisition).  The preliminary  effective purchase price was 773,752 shares
     of the Company's  common stock.  In the year ended  September 30, 1998, the
     Company  completed its financial  assessment of the transaction and 112,490
     of those  acquisition  shares were retired.  The Company  formerly known as
     Minute Man had no  operations as of the  acquisition  date. No goodwill has
     been  recorded  as a result of this  transaction.  As this  transaction  is
     treated as a reverse  merger  acquisition,  the  historical  statements are
     those of Tone Products.

13.  Related Party Transactions
     --------------------------

     Facilities Operating Leases

     The Company  leases its Chicago area  facility  from an  affiliated  entity
     owned by the largest  shareholders.  For the years ended September 30, 1998
     and  1997,  the  Company  paid  facility  rent of  $326,820  and  $295,290,
     respectively.




                                       F-19

<PAGE>


                               Tone Products, Inc.

              Notes to Consolidated Financial Statements, Continued
                 For the Years Ended September 30, 1998 and 1997
--------------------------------------------------------------------------------


13.  Related Party Transactions, Continued
     --------------------------------------

     Facilities Operating Leases, Continued

     The Company leases its Las Vegas area facility from a major shareholder who
     is the former  owner of Fun City and  currently  a member of the  Company's
     board of directors.  For the years ended  September 30, 1998 and 1997,  the
     Company paid the major  shareholder  facility  rent of $74,727 and $30,240,
     respectively.

     Acquisition of a Tradename

     During the year ended September 30, 1998, the Company purchased a tradename
     it had  formerly  used  under a  licensing  agreement.  The  tradename  was
     acquired for $300,000 from an entity owned by the largest shareholders.

     Accounts Receivable

     Prior to the year ended September 30, 1997, the Company conducted  business
     with an entity owned by the largest shareholders.  The only remnant of that
     business  relationship  is an amount owed by the entity to the Company.  No
     interest  is being  charged or accrued on the  outstanding  balance.  As of
     September  30, 1998 and 1997,  $10,760 and $21,770,  respectively,  was due
     from this entity.

14.  Earnings Per Share
     ------------------

     The computation of earnings per common share at September 30, 1998 and 1997
     are as follows:
                                                     1998            1997
                                                     ----            ----
     Basic earnings per common share:
       Net income (numerator)                    $  561,401      $  304,155
        Weighted-average shares
         outstanding (denominator)                3,642,483       3,677,082
                                                 ----------      ----------
     Basic earnings per common share             $     0.15      $     0.08
                                                 ==========      ==========




                                      F-20

<PAGE>


                               Tone Products, Inc.

              Notes to Consolidated Financial Statements, Continued
                 For the Years Ended September 30, 1998 and 1997
--------------------------------------------------------------------------------


14.  Earnings Per Share, Continued
     -----------------------------

     Diluted earnings per common share:

          Net income (numerator)                     $     561,401 $    304,155
                                                     ------------- ------------
          Weighted-average shares
             outstanding                                 3,642,483    3,677,082
          Shares committed to be issued                     13,793         -
                                                     ------------- ------------
          Shares outstanding for the diluted
             earnings per common share
             calculation after assumed
             issuance (denominator)                      3,656,276    3,677,082
                                                     ------------- ------------
          Diluted earnings per common share          $        0.15 $       0.08
                                                     ============= ============

15.  Common Stock
     ------------

     Stock Split

     In October 1996,  the Board of Directors  authorized a one for four reverse
     share split of the Company's  $0.10 par value common stock.  As a result of
     the reverse share split,  the number of shares issued and  outstanding  was
     reduced by  2,319,998  and  additional  paid-in  capital was  increased  by
     $231,999.

     Reverse Merger

     On  October  15,  1996,  Tone  Products  purchased  (in  a  reverse  merger
     acquisition) a 70.50%  interest in the Company.  The  shareholders  of Tone
     Products  exchanged all of their shares for 2,275,000  common shares of the
     Company. As part of this transaction:

          1.   Minute Man changed its name to Tone  Products,  Inc. (an Arkansas
               corporation) (the "Company").
          2.   The board of directors of the Company was expanded  from three to
               seven members.  Tone Products  shareholders placed six members on
               the board, and one former Minute Man board member  remained.  The
               Minute Man board member subsequently was replaced.

     Common Shares Issued in Exchange for Debt

     In the year ended  September 30, 1997,  the Company issued 64,500 shares of
     common stock in payment of debt of $129,000 to the largest shareholder.  No
     gain or loss was  recognized on the  extinguishment  of the debt for common
     stock.



                                      F-21

<PAGE>
                               Tone Products, Inc.

              Notes to Consolidated Financial Statements, Continued
                 For the Years Ended September 30, 1998 and 1997
--------------------------------------------------------------------------------


15.  Common Stock, Continued
     -----------------------

     Issuance of Subscribed Shares

     In the year ended  September 30, 1997, the Company issued 578,850 shares of
     stock that had been subscribed during a private placement.

     Retirement of Common Shares

     In the year ended  September  30, 1998,  the Company  determined  the final
     number of common  shares  to be  issued as a result of the  reverse  merger
     acquisition  of  Minute  Man.  The  final  determination  resulted  in  the
     retirement of 112,490 common shares originally issued. The financial effect
     of the transaction was all within the equity section of the balance sheet.

16.  Geographical Business Segments
     ------------------------------

     In June 1997, the Financial  Accounting Standards Board issued Statement on
     Financial Accounting  Standards No. 131,  "Disclosures about Segments of an
     Enterprise   and   Related   Information".   The   pronouncement   requires
     implementation  for fiscal years beginning  after December 15, 1997.  While
     not  required  to, the Company has elected  early  implementation.  For the
     years  ended  September  30,  1998 and 1997,  the  Company  operated in two
     geographical business segments.  Each of the business segments are separate
     legal entities;  each operate in a distinct  geographical  area with unique
     product lines.

     Tone Products  operates from a facility in Illinois that  manufactures  and
     distributes  food  products  in the  beverage,  dry  mix  beverage,  syrup,
     condiment and sauce categories that are sold to wholesale customers.

     Fun City operates from a facility in Nevada that manufactures and purchases
     snack food products that are sold to wholesale and retail customers.

     Both  entities  sell  their  products  within  a 300  mile  radius  of  the
     facilities.

                                                   1998             1997
                                                   ----             ----
     Revenue
     Tone Products, Inc.                     $     8,795,531   $     8,118,634
     Fun City Popcorn, Inc.                        2,223,925         1,825,598
                                             ---------------   ---------------
            Total revenue                    $    11,019,456   $     9,944,232
                                             ===============   ===============




                                      F-22

<PAGE>


                               Tone Products, Inc.

              Notes to Consolidated Financial Statements, Continued
                 For the Years Ended September 30, 1998 and 1997
--------------------------------------------------------------------------------


16.   Geographical Business Segments, Continued
      -----------------------------------------
                                                      1998           1997
                                                      ----           ----
          Operating income (loss)
          Tone Products, Inc.                     $    896,555   $    709,421
          Fun City Popcorn, Inc.                       (78,785)       (62,819)
                                                  ------------   ------------
                   Total operating
                     income (loss)                $    817,770   $    646,602
                                                  ============   ============

          Depreciation and amortization
          Tone Products, Inc.                     $    224,032   $    181,500
          Fun City Popcorn, Inc.                       123,328        106,886
                                                  ------------   ------------
                   Total depreciation
                     and amortization             $    347,360   $    288,386
                                                  ============   ============

          Interest expense
          Tone Products, Inc.                     $     31,680   $     73,009
          Fun City Popcorn, Inc.                        28,531         16,538
                                                  -------------  ------------
                   Total interest expense         $     60,211   $     89,547
                                                  =============  ============

          Identifiable assets
          Tone Products, Inc.                     $  3,485,527   $  2,956,021
          Fun City Popcorn, Inc.                     1,334,209      1,292,197
                                                  -------------  ------------
                   Total identifiable assets      $  4,819,736   $  4,248,218
                                                  =============  ============

          Expenditures for long lived assets
          Tone Products, Inc.                     $    293,408   $    153,619
          Fun City Popcorn, Inc.                        26,103         41,651
                                                  -------------  ------------
                   Total expenditures for
                      long lived assets           $    319,511   $    195,270
                                                  =============  ============

17.  Year 2000 Disclosure
     --------------------     

     The Company has conducted a comprehensive review of its computer operations
     to identify the systems that could have been adversely affected by the Year
     2000 Issue and has  developed  and  implemented a plan that it believes has
     resolved the issue. The Year 2000 Issue is the result of computer  programs
     being written  using two digits  rather than four to define the  applicable
     year. Any of the Company's programs that have time-sensitive software might
     have  recognized  a date using "00" as the year 1900  rather  than the year
     2000.   This   could  have   resulted   in  a  major   system   failure  or
     miscalculations.  The Company presently  believes that, with  modifications
     already made to existing software and conversions to new software, the Year
     2000  problem  will  not  pose  significant  operational  problems  for the
     Company's computer systems as so modified and converted.


                                      F-23







<PAGE>


ITEM 8.   CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE
--------------------------------------------------------------------------------

     On October 3, 1996, the Audit Committee of the Board of Directors of Minute
Man of  America,  Inc.  ("MMA")  approved  the  dismissal  of Samson,  Robbins &
Associates,  P.L.L.C.,  ("SRA"),  Dallas,  Texas,  independent  auditors and the
retention of Kelly & Company, Newport Beach, California,  as MMA's new principal
independent   auditors.   The   change   was   implemented   due  to   budgetary
considerations.

     Neither of SRA's  reports on MMA's  financial  statements  for the past two
fiscal years  contained an adverse  opinion or a disclaimer  of opinion,  or was
qualified or modified as to uncertainty,  audit scope or accounting  principles.
In connection with the audits of MMA's financial  statements for each of the two
fiscal  years  ended  September  30, 1995 and  September  30,  1994,  and in the
subsequent  interim period,  there were no disagreements with SRA on any matters
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing scope and procedures  which if not resolved to the  satisfaction of SRA
would have cause SRA to make reference to the matter in their report.

     SRA furnished a letter to the Commission  confirming the above  information
with the exception of an explanatory  paragraph  included in its January 4, 1996
Report regarding the consolidated financial statements of MMA.


                                    PART III

ITEM 9.   DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
--------------------------------------------------------------------------------

Directors and Executive Officers

     The following table sets forth certain information  regarding the Company's
executive officers and directors:

<TABLE>
<CAPTION>
                                                                                  Officer or
       Name                   Age                Office                        Director Since(1)
       ----                   ---                ------                        -----------------
<S>                           <C>         <C>                                   <C>
Timothy E. Evon               43           President, Chief Executive            October, 1996
                                           Officer, and Director

Michael W. Evon               37           Vice-President - Sales and            October, 1996
                                           Marketing, and Director

Thomas J. Evon                42           Vice-President - Special              November, 1996
                                           Accounts, and Director

William H. Hamen              37           Secretary, Treasurer, and Chief       November, 1996
                                           Financial Officer                     

Jack T. Cory                  56           Director                              October, 1996

Charles A. Ehemann            45           Director                              October, 1996

Edward R. Jancauskas          56           Director                              November, 1997

</TABLE>


(1)  Reflects the date TPI was acquired by the Company.  Messrs.  Evon, Evon and
     Evon had been directors of TPI, the Company's  predecessor,  from September
     1978.

<PAGE>


     Directors  hold office for a period of one year from their  election at the
annual meeting of stockholders  and until their  successors are duly elected and
qualified.  Officers of the Company are elected by, and serve at the  discretion
of, the Board of Directors. Directors not employed by the Company do not receive
fees  for  attending  Board  of  Directors'  meetings  but  are  reimbursed  for
out-of-pocket  expenses,  and each is granted stock  options to purchase  25,000
shares of the Company's Common Stock after one year of service. Timothy E. Evon,
Michael W. Evon and Thomas J. Evon are brothers.

Background

     The  following is a summary of the business  experience  of each  executive
officer and director of the Company for at least the last five years:


     Timothy E. Evon has been  President of TPI, and  subsequently  the Company,
since  1989  and is  responsible  for the  Company's  overall  operations,  with
emphasis upon management of production facilities and sauce operations.

     Michael W. Evon has been a  Vice-President  of TPI,  and  subsequently  the
Company, since 1989 and its National Sales Manager since 1993.

     Thomas J. Evon has been an executive  officer of TPI, and  subsequently the
Company,  since 1989 with principal  responsibility  for marketing the Company's
products primarily to government agencies, including school districts,  colleges
and prisons.

<PAGE>


     William H. Hamen has been the Company's controller since 1996 and was named
its  Secretary,  Treasurer  and Chief  Financial  Officer in November  1998 with
principal responsibility for accounting and related functions.  Previously,  Mr.
Hamen was an  independent  systems  consultant and a computer  network  engineer
since 1992.

     Jack T. Cory founded Fun Foods, a California  based popcorn and snack foods
manufacturer  in 1967 and sold the  company  in  1982.  In 1985 he  founded  and
subsequently  managed Fun City  Popcorn,  Inc.  ("FCP") until he sold FCP to the
Company in May 1996.

     Charles  A.  Ehemann  has  been  employed  by  Wixon/Fontarome,   a  spice,
seasoning,  flavors, and food chemicals manufacturer since 1974 and has acted as
its Executive Vice President since 1991.

     Edward R.  Jancauskas  has been employed by Coca-Cola  Bottling  Company of
Chicago  since 1968 and has been its  Director of  Immediate  Consumption  since
1988. He is an elected  trustee of Mokena,  Illinois.  Mr.  Jancauskas  earned a
Bachelor's Degree in Management form of St. Joseph Calumet College.

ITEM 10.  EXECUTIVE COMPENSATION
--------------------------------

     The following table sets forth certain information concerning  compensation
paid to the Company's Chief Executive  Officer for the years ended September 30,
1997 and 1998.  Timothy  E. Evon,  Michael W. Evon and Thomas J. Evon  currently
receive annual salaries of $92,300 each.
<TABLE>
<CAPTION>



                                   Summary Compensation Table

                                              Annual                               Long-Term
                                           Compensation                          Compensation
                                           ------------                          ------------
     Name and                                                  Other Annual       Awards        All Other
Principal Position          Year      Salary        Bonus      Compensation       Options     Compensation
------------------          ----      ------        -----      ------------       -------      ------------
<S>                         <C>       <C>           <C>            <C>              <C>             <C>
Timothy E. Evon,            1997      $92,300       $500           $0               $0              $0
Chief Executive Officer     1998      $92,300       $500           $0               $0              $0

</TABLE>
<PAGE>


Stock Option Plan

     In  November  1997,  the Company  adopted  its 1997 Stock  Option Plan (the
"Plan"),  which  provides for the grant to  employees,  officers,  directors and
consultants  of  options  to  purchase  up to  350,000  shares of Common  Stock,
consisting of both "incentive  stock options" within the meaning of Section 422A
of  the  United  States   Internal   Revenue  Code  of  1986  (the  "Code")  and
"non-qualified" options.  Incentive stock options are issuable only to employees
of the  Company,  while  non-qualified  options  may be issued  to  non-employee
directors, consultants and others, as well as to employees of the Company.

     The Plan is administered by the Board of Directors,  which determines those
individuals who shall receive options,  the time period during which the options
may be partially or fully  exercised,  vesting periods  required for issuance of
options,  the number of shares of Common Stock that may be purchased  under each
option and the option price.

     The per share  exercise  price of the Common Stock  subject to an incentive
stock  option may not be less than the fair market  value of the Common Stock on
the date the option is granted. The per share exercise price of the Common Stock
subject to a non-qualified option is established by the Board of Directors.  The
aggregate fair market value (determined as of the date the option is granted) of
the Common Stock that any employee may purchase in any calendar year pursuant to
the exercise of incentive stock options may not exceed  $100,000.  No person who
owns, directly or indirectly,  at the time of the granting of an incentive stock
option to him, more than 10% of the total  combined  voting power of all classes
of stock of the Company is eligible to receive any incentive stock options under
the Plan unless the option  price is at least 110% of the fair  market  value of
the  Common  Stock  subject  to the  option,  determined  on the date of  grant.
Non-qualified options are not subject to these limitations.

     No incentive  stock option may be  transferred by an optionee other than by
will or the laws of descent  and  distribution,  and during the  lifetime  of an
optionee,  the option  will be  exercisable  only by him or her. In the event of
termination of employment  other than by death or disability,  the optionee will
have three months after such termination during which he or she can exercise the

<PAGE>


option.  Upon  termination  of  employment  of an optionee by reason of death or
permanent total disability,  his or her option remains exercisable for 12 months
thereafter to the extent it was exercisable on the date of such termination.  No
similar limitation applies to non-qualified options.

     Options under the Plan must be granted  within ten years from the effective
date of the Plan. The incentive  stock options  granted under the Plan cannot be
exercised more than ten years from the date of grant except that incentive stock
options  issued to 10% or greater  stockholders  are limited to five year terms.
All options granted under the Plan provide for the payment of the exercise price
in cash or by delivery to the Company of shares of Common Stock already owned by
the  optionee  having a fair  market  value equal to the  exercise  price of the
options  being  exercised,  or by a  combination  of such  methods  of  payment.
Therefore,  an optionee may be able to tender shares of Common Stock to purchase
additional  shares of Common  Stock and may  theoretically  exercise  all of his
stock options with no additional  investment other than his original shares. Any
unexercised options that expire or that terminate upon an optionee ceasing to be
an officer,  director or an employee of the Company become  available once again
for issuance.

     As of the date of this Report, options to purchase 235,000 shares have been
granted  under the  Plan,  of which  200,000  options  have  been  issued to the
Company's executive officers and directors. All options are exercisable at $1.75
per share until November 2007, and none of such options have been exercised.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

     The following table sets forth certain  information as of November 30, 1998
concerning stock ownership of the Company's Common Stock by all persons known to
the Company to own  beneficially 5% or more of the outstanding  shares of Common
Stock, by each director and by all directors and officers as a group.

     Except as otherwise  noted,  the persons  named in the table own the shares
beneficially  and of record  and have sole  voting  and  investment  power  with
respect  to all  shares  of  Common  Stock  shown as owned by them,  subject  to
community property laws, where applicable. Each stockholder's address is in care
of the Company at 2129 North 15th Street,  Melrose  Park,  Illinois  60160.  The
table also  reflects all shares of Common Stock which may be acquired  within 60
days from the date  hereof  upon  exercise  of stock  options  or  common  stock
purchase warrants.

                                        Number of
                                        Shares of
                                         Common
                                       Stock Owned                   Percent of
                                        of Record                   Common Stock
       Name                        and Beneficially(1)                 Owned
       ----                        -------------------                 -----

Timothy E. Evon                          738,166                       18.8%
Michael W. Evon                          738,166                       18.8%
Thomas J. Evon                           738,166                       18.8%
Jack T. Cory                             125,000                        3.1%
Charles A. Ehemann                        12,500                        0.3%
Edward R. Jancauskas                       1,000                          0%
Cede & Co.                               703,384                       17.9%
All officers and directors             2,377,998                       60.5%
as a group (7 persons)
-----------

(1)  Includes Stock Options exercisable within 60 days from the date hereof.

<PAGE>



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

     The  Company  believes  that the  transactions  described  below were fair,
reasonable and consistent with the terms of transactions which the Company could
have entered into with nonaffiliated third parties. All future transactions with
affiliates  will  be  approved  by a  majority  of the  Company's  disinterested
directors.

     The Company  leases  office,  warehouse  and factory space in Melrose Park,
Illinois  and Las Vegas,  Nevada  from  certain of its  executive  officers  and
directors. See "Item 2 - Description of Property."

     In December  1997 the Company  agreed to purchase  from Tone Juices,  Inc.,
("TJ") an  affiliated  company  owned by Timothy E.  Evon,  Thomas J. Evon,  and
Michael W. Evon,  the trade name "Balboa Bay" which was owned by TJ, but used by
the  Company as the brand name for fruit  juices  sold by the Company to certain
Coca-Cola bottlers. The purchase price of $300,000 will be paid by the Company's
assumption of a promissory  note in like amount payable to a commercial bank and
executed by Timothy E. Evon, Thomas J. Evon, and Michael W. Evon.  Management of
the Company  believes that it was in the Company's  best interest to acquire the
trade  name in order  for the  Company  to  continue  sales of its  fruit  juice
products under the "Balboa Bay" label to the Coca- Cola bottlers.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
------------------------------------------

     a. Exhibits: None
     b. Reports on Exhibit 8K: None


<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the Registrant
has duly  caused  this  Report to be signed  on its  behalf by the  undersigned,
hereunto duly authorized, in Melrose Park, Illinois, on December 24, 1998.


                                                TONE PRODUCTS, INC.



                                                By /s/ Timothy E. Evon
                                                  ------------------------------
                                                  Timothy E. Evon
                                                  President

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Report  has  been  signed  below by the  following  persons  on the  dates
indicated.

       Signature                        Title                        Date
       ---------                        -----                        ----

 /s/ Timothy E. Evon            President Chief Executive      December 24, 1998
---------------------------     Officer, and Director
Timothy E. Evon


 /s/ Michael W. Evon            Vice-President - Sales and     December 24, 1998
---------------------------     Marketing, and Director
Michael W. Evon


 /s/ Thomas J. Evon             Vice-President - Special       December 24, 1998
---------------------------     Accounts and Director
Thomas J. Evon


 /s/ William H. Hamen           Secretary, Treasurer and       December 24, 1998
---------------------------     Chief Financial Officer 
William H. Hamen                (Principal Accounting Officer)


 /s/ Jack T. Cory               Director                       December 24, 1998
---------------------------
Jack T. Cory


 /s/ Charles A. Ehemann         Director                       December 24, 1998
---------------------------
Charles A. Ehemann


 /s/ Edward R Jancauskas        Director                       December 24, 1998
---------------------------
Edward R. Jancauskas