SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                FORM 10-KSB/A

                              ANNUAL REPORT
                 PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended                            Commission File Number
   December 31, 1996                                   0-10825

       Exact name of small business issuer as specified in its charter

                         NEW GENERATION FOODS, INC.

State or other jurisdiction of                                  IRS Employer
incorporation or organization: Nevada          Identification No.: 36-2972588

                    Address of principal executive offices:

                      45 Graham Road, Scarsdale, New York  10583
                           Telephone No.: (914) 722-2410

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

Name of each exchange on which registered:   None

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

                        Common Stock, $.01 par value

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

                YES    X              NO

   Indicate  by check mark if  disclosure  of  delinquent  filers
pursuant to Item 405 of Regulation S-B is not contained herein,  and will not be
contained,  to the  best of  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.
         [   ]

  The aggregate  market value of the  registrant's  Common Stock
held by  non-affiliates  as of March 25, 1997 was $7,806 based on the average of
the high and low bid prices of such stock on March 25,  1997 as  reported by the
NASD Electronic Bulletin Board Service.1

                  The number of shares  outstanding of the  registrant's  Common
Stock as of March 25, 1997 was 399,830.

--------
1Exclusion of shares held by any person should not be construed to indicate that
such person possesses the power,  direct or indirect,  to cause the direction of
the  management or policies of the  registrant or that such person is controlled
by or under common control with the registrant.


                  Registrant's revenues for its most recent fiscal year were $0.

<PAGE>



                                                    SIGNATURES


                  Pursuant  to the  requirements  of  Section 13 or 15(d) of the
Securities  Exchange Act of 1934,  the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereto duly authorized.



                                            NEW GENERATION FOODS, INC.


                                   By:      /s/ Jerome S. Flum
                                            ------------------
                                                Jerome Flum
                                                Chairman of the Board, Chief
                                                Executive Officer and Principal
                                                Financial Officer
                                                March 25, 1997



<PAGE>

  Exhibit 11
                   NEW GENERATION FOODS, INC. AND SUBSIDIARIES

Net Income Per Share

Net income per share is  computed  by dividing  net income by the  weighted
average number of shares of common stock and common stock equivalents
outstanding during each year. The computation  excludes the common stock
equivalents  consisting of stock options because their inclusion would have had
an antidilutive effect. The cumulative  convertible  voting  preferred stock
is not considered  common stock equivalents.


                   Primary Income Per Share Computation
                   For the Year Ended December 31, 1996

Net Income                                             $ 471,385

Weighted average shares outstanding      (divided by)    399,830
                                                        ---------
Income per share                                       $    1.18
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