SECURITIES AND EXCHANGE COMMISSION
                                     
                          Washington, D.C. 20549
                                     
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                                FORM 10-QSB
                                     
             Quarterly Report Under Section 13 or 15(d) of the
                      Securities Exchange Act of 1934
                                     
             -----------------------------------------------
                                     
                     For Quarter Ended:  September 30, 1996
                                     
                        Commission File No. 1-10825
                                     
                        NEW GENERATION FOODS, INC.
                                     
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     (Exact name of small business issuer as specified in its charter)
                                     
           Nevada                            36-2972588
    
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(State of Incorporation)          (I.R.S. Employer Identification No.)
                                     
                                     
                              45 Graham Road
                         Scarsdale, New York 10583
    
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                  (Address of Principal Executive Office)
                                (Zip Code)

                               52 Barry Road
                         Scarsdale, New York 10583
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      (Former address of principal executive offices)    (Zip Code)

Issuer's telephone number, including area code (914) 722-2410

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

                      Yes   X          No      

Common stock $.01 par value --  399,830 shares outstanding as of
September 30, 1996.
                               Page 1 of 12

<PAGE>

PART  I - FINANCIAL INFORMATION
----  -------------------------

Item 1.  Financial statements
-------  --------------------

NEW GENERATION FOODS, INC. AND SUBSIDIARIES
-------------------------------------------

Consolidated Balance Sheets
------------------------------------------------------------------------------
<TABLE>
<CAPTION>



                                                                 Sept.  30,              December 31,
                                                                  1996                      1995
                                 Assets                          (unaudited)              (audited)
-------------------------------------------------------          -----------              ------------
<S>                                                              <C>                       <C>

Current Assets:
     Cash and cash equivalents                                   $ 1,976,751               $ 1,265,756
     Marketable investment securities at market value                  6,273                    27,789
     Notes receivable, less deferred gain of $543,158 in 1995            -                     223,501
     Misc. Receivable                                                  1,185                       -
     Interest receivable                                                 -                       6,808
------------------------------------------------                 ------------              -----------  

                Total current assets                               1,984,209                 1,523,854
------------------------------------------------                 ------------               -----------


Property, plant and equipment, at cost                                36,649                    30,816
     Less accumulated depreciation and amortization                   19,227                    18,669
-------------------------------------------------                ------------                ----------
                Net property, plant and equipment                     17,422                    12,147
-------------------------------------------------                ------------                ----------


              Total assets                                       $ 2,001,631               $ 1,536,001
--------------------------------------------------                ===========               ===========

</TABLE>

See accompanying condensed notes to consolidated financial statements.

                                            (Continued)



                                                         2


<PAGE>



NEW GENERATION FOOD, INC. AND SUBSIDIARIES

Consolidated Balance Sheets, Continued
-----------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                                                 Sept. 30,            December 31,
                                                                   1996                  1995
         Liabilities and Stockholders' Equity                    (unaudited)          (audited)
         ------------------------------------                    -----------          -----------
<S>                                                              <C>                  <C>

Current liabilities:
     Accrued compensation                                        $      3,922         $    11,500
     Accrued franchise taxes                                           45,200              45,200
     Accrued expenses                                                     783               4,239
------------------------------------------------                 -------------        -----------
               Total current liabilities                               49,905              60,939
------------------------------------------------                 -------------        -----------

Stockholders' equity:
     Cumulative Convertible Voting Preferred Stock, $.01.
        par value:
           Series A (stated at liquidation value of $.75 per
              share).  Authorized 2,333,333 shares; issued and
              outstanding 2,333,333                                 1,750,000           1,750,000
           Series B (stated at liquidation value of $1.00 per
              share).  Authorized 350,000 shares; issued and
              outstanding 310,000                                     310,000             310,000
     Common stock, $.01 par value.  Authorized 25,000,000
        shares;  issued 399,830                                         3,998               3,998
     Additional paid in capital                                    22,818,930          22,818,930
     Retained deficit                                             (22,931,202)        (23,407,866)
---------------------------------------------------------         -------------       -----------
               Total stockholders equity                            1,951,726           1,475,062


Commitments and contingencies                                             -                   -
------------------------------------------------------            -------------       -----------
               Total liabilities and stockholders' equity        $   2,001,631        $ 1,536,001
----------------------------------------------------------        =============       ============

</TABLE>

See accompanying condensed notes to consolidated financial statements.



                                                         3



<PAGE>


NEW GENERATION FOODS, INC. AND SUBSIDIARIES

Consolidated Statement of Operations

(Unaudited)
-----------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                          For the three
                                                                          months ended
                                                                           Sept. 30,
                                                                      1996                  1995
                                                                 -----------            --------
<S>                                                             <C>                     <C>

Net sales                                                        $    -                 $   -
Cost of sales                                                         -                     -
---------------------------------------------------              -----------            ---------
               Gross profit                                           -                     -
                                                                 -----------            ---------
Operating expenses:
      General and administrative:                                    42,231               46,888
                                                                 -----------            ---------
               Total operating expenses                              42,231               46,888
                                                                 -----------            ---------
               Operating loss                                       (42,231)             (46,888)
---------------------------------------------------              -----------           ----------

Other income (deductions):
     Interest and dividend income                                    18,594               27,802
     Net gain (loss)  on marketable investment securities            (4,378)             (38,330)
     Gain on sale of assets                                            -                  35,403
                                                                 -----------          ----------
               Total other income (deductions)                       14,216               24,875
                                                                 -----------          ----------
               Net income (loss) before taxes                       (28,015)             (22,013)
Corporate income taxes                                                 -                   -
                                                                 -----------          ----------
               Net income (loss)                                 $  (28,015)           $ (22,013)
                                                                 ===========          ==========
Net income (loss) per share of common stock                      $     (.07)           $    (.06)
Weighted average number of common shares outstanding                399,830              399,830

</TABLE>

No  dividends  were paid by the company  during the  three-month  periods
ended September 30, 1996 and 1995.

See accompanying notes to consolidated financial statements.



                                                         4


<PAGE>


NEW GENERATION FOODS, INC. AND SUBSIDIARIES

Consolidated Statement of Operations

(Unaudited)
-----------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                       For the nine
                                                                       months ended
                                                                        Sept. 30,

                                                                     1996             1995
                                                                 ----------          ---------
<S>                                                              <C>                 <C>


Net sales                                                        $   -               $   -
Cost of sales                                                        -                   -
------------------------------------                             ------------        -----------
               Gross profit                                          -                   -
------------------------------------                             ------------        -----------
Operating expenses:
-------------------
      General and administrative:                                    124,525             153,736
-----------------------------------                              ------------        -----------
           Total operating expenses                                  124,525             153,736
-----------------------------------                              ------------        -----------
           Operating loss                                           (124,525)           (153,736)
-----------------------------------                              ------------        -----------

Other income (deductions):
     Interest and dividend income                                     79,306              84,500
     Interest expense                                                 -                     (159)
     Prior year overaccrual                                           -                  -
     Miscellaneous income                                              2,838             -
     Realized loss on sale of marketable investment security          (6,241)            (45,000)
     Unrealized  gain (loss) on  marketable investment securities    (15,276)            -
     Gain on sale of assets                                          543,302             106,209
---------------------------------------------------------------- ------------        -----------
               Total other income (deductions)                       603,929             145,550
---------------------------------------------------------------- ------------        -----------
               Net income  (loss) before taxes                       479,404              (8,186)
---------------------------------------------------------------- ------------        -----------
Corporate income taxes                                                 2,741             -
---------------------------------------------------------------- ------------        -----------
               Net income (loss)                                 $   476,663         $    (8,186)
---------------------------------------------------------------- ============        ============ 

Net income (loss) per share of common stock                      $      1.19         $      .(02)
---------------------------------------------------------------  ------------        ------------
Weighted average number of common shares outstanding                 399,830              399,830
---------------------------------------------------------------  ------------        ------------
</TABLE>



No dividends were paid by the company during the nine months ended September 30,
1996 and 1995.

See accompanying notes to consolidated financial statements.



                                                         5

<PAGE>

NEW GENERATION FOODS, INC. AND SUBSIDIARIES

Consolidated Statement of Cash Flows

(Unaudited)
-----------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                         For the nine
                                                                         months ended
                                                                          Sept. 30,
                                                                      1996            1995
                                                                    ---------       --------
<S>                                                                 <C>             <C>

Cash flows from operating activities:
     Net income (loss)                                              $   476,663    $    (8,186)
----------------------------------------------------------          ------------    -----------

Adjustments to  reconcile net income (loss) to net cash
  provided by (used in) operating activities:
        Depreciation                                                    3,513            4,431
        Gain on sale of assets                                       (543,302)        (106,209)
        Realized loss on sale of marketable investment securities       6,241            5,358
        Unrealized loss on marketable investment securities            15,276           39,642
        Change in assets and liabilities:
            Decrease (increase) in receivables, net of deferred gain    5,623            1,520
            Increase (decrease) in accounts payable and various other
              accrued expenses                                        (11,034)         (57,724)
-------------------------------------------------------------------- ---------      ------------
               Total adjustments                                     (523,683)        (112,982)
-------------------------------------------------------------------  ---------      ------------
               Net cash provided by (used in) operating activities    (47,020)        (121,168)
-------------------------------------------------------------------- ---------      ------------

Cash flows from investing activities:
     Proceeds from sale of marketable securities                         -             968,566
                                                                      --------      -----------
               Net cash provided by investing activities                 -             968,566
-------------------------------------------------------------------   --------      -----------

Cash used for capital expenditures:
     Sale of automobile                                                 5,200              -
     Purchase of automobile and equipment                              (13,954)          (244)
-------------------------------------------------------------------   ---------     -----------
               Net cash provided by (used for) capital costs            (8,754)          (244)
------------------------------------------------------------------    ---------     -----------

Cash flows from financing activities:
      Collections on note receivable                                   766,769        150,003
                                                                      ---------     ----------
              Net cash provided by (used) in financing activities      766,769        150,003
                                                                      ---------     ----------
Net increase in cash and cash equivalents                              710,995        997,157


Cash and cash equivalents at beginning of period                     1,265,756        225,127
------------------------------------------------------------------   ----------     ----------

Cash and cash equivalents at end of period                          $1,976,751     $1,222,284
------------------------------------------------------------------   ----------    ------------

Supplemental disclosures of cash flow information:
     Cash paid during the period for interest                       $   -          $      159
------------------------------------------------------------------  -----------     ----------

</TABLE>

See accompanying condensed notes to consolidated financial statements.

                                                             6

<PAGE>


NEW GENERATION FOODS, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements

(Unaudited)


(1)Basis of Presentation


         The  financial  information  is prepared in conformity  with  generally
accepted  accounting  principles  and such  principles  are  applied  on a basis
consistent  with  those  reflected  in the 1994  annual  report  filed  with the
Securities and Exchange  Commission.  The financial  information included herein
has been prepared by management.  The consolidated  balance sheet as of December
31,  1995 has been  derived  from,  and does not  include,  all the  disclosures
contained in the audited  consolidated  financial  statements for the year ended
December 31, 1995.

         The Company adopted the provisions of Statement of Financial Accounting
Standards  No.  115,  Accounting  for  Certain  Investments  in Debt and  Equity
Securities  (Statement 115) at January 1, 1994. Under Statement 115, the Company
classifies   its   securities   in   one   of   three    categories:    trading,
available-forsale,  or held-to-maturity.  Trading securities are bought and held
principally for the purpose of selling them in the near future. Held-to-maturity
securities are those  securities in which the Company has the ability and intent
to hold the  security  until  maturity.  All other  securities  not  included in
trading or held-to-maturity are classified as available-for-sale.

         The  information   furnished  includes  all  adjustments  and  accruals
consisting  only of normal  recurring  accrual  adjustments  which  are,  in the
opinion of management, necessary for a fair statement of results for the interim
periods.

         Results of operations  for the three-month periods ended September 30,
1996 and 1995 and the nine-month  periods ended  September 30, 1996 and 1995
are not necessarily indicative of the results of a full year.

         These  financial  statements  should  be read in  conjunction  with the
Company's  consolidated  financial  statements included in the December 31, 1995
Form 10-KSB Report. Mangement believes that the disclosures are adequate to make
the information presented herein not misleading.

                                                         7


<PAGE>

(2)      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 period.  The  computation  excludes the common
         stock  equivalents  consisting  of warrants and stock  options  because
         their inclusion would have had an antidilutive  effect.  The cumulative
         convertible  voting  preferred  stock is not  considered  common  stock
         equivalents.



                          Income (Loss) Per Share Computation
                          -----------------------------------

         For the nine months ended September 30, 1996
         --------------------------------------------------------
                 $ 476,663 / 399,830=                       1.19
         --------------------------------------------------------
         For the nine months ended September 30, 1995
         --------------------------------------------------------
                 $ (8,186) / 399,830=                       (.02)
         --------------------------------------------------------









                                                         8

<PAGE>


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

           Financial Condition
           
     As a result of the Asset Sale in October 1993, previously
reported, the Company has ceased its business operations.   The
remaining note receivable from the Asset Sale, in the amount of
$716,658, was paid in full in April 1996, with accrued interest.

     The Company intends to use a portion of its present cash and
investment holdings (approximately $1,983,000 as of September 30, 1996,
to repay certain accounts payable and to satisfy other liabilities
of the Company (aggregating approximately $49,900 at September 30,
1996).  The Company has no current intentions with regard to use of
the remaining proceeds of the Asset Sale.  The Company will
consider the options it currently has available to it; namely, (i)
to reinvest the proceeds, (ii) to make acquisitions of or merge
with an operating business, or (iii) to liquidate the Company and
distribute such proceeds.  

     In the event that the Company proposes to engage primarily in
the business of investing, reinvesting or trading in securities, or
otherwise reinvests the proceeds of the Asset Sale in investment
securities having a value in excess of 40% of its total assets
(exclusive of Government Securities, certificates of deposit and
other cash items), the Company may be deemed an investment company
and therefore may be required to register under and become subject
to the Investment Company Act of 1940.  

     In addition to considering the reinvestment of the proceeds of
the Asset Sale, the Company may also consider seeking a merger,
exchange of capital stock, asset acquisition or other similar
business combination with an operating business.  In addition to
having some funds available for such an acquisition or similar
transaction, the Company's potential attraction to someone seeking
an acquisition or merger is that the Company will be a publicly
held corporation.  Thus, a merger or acquisition could enable the
other entity to become a publicly traded corporation without
experiencing the time requirements and financial expenditures
usually associated with going public.  If the Company decides to
pursue such a transaction it will encounter intense competition
from other entities having similar objectives.  Further, there is
a large number of established and well financed entities, including
venture capital firms, that have increased their merger and
acquisition activities.  Nearly all such entities will have
significantly greater financial resources and management
capabilities than the Company, and consequently the Company will be
at a competitive disadvantage in identifying suitable merger or
acquisition candidates and successfully concluding a proposed
merger, acquisition or similar transaction.  To date, the Company
has given limited consideration to the types of entities that it

                                    9
<PAGE>

may seek to merge with or acquire in the event it decides to merge
with or acquire an operating company, but has not identified a 
suitable candidate. 

     To the extent the Preferred Stockholders demand payment of all
or a part of the amounts due them, as previously reported, the
Company's ability to invest the proceeds of the Asset Sale, engage
in a merger, exchange of capital stock, asset acquisition or other
similar business combination will be limited, if at all possible. 
No such demand has as yet been received.
 
     Another alternative that may be considered by the Company may
be the liquidation of the Company with a distribution to its then
holders of Common Stock of all assets remaining available for
distribution after payment of liabilities and after having made
appropriate provisions for the payment of liquidating distributions
upon each class of stock having preference over the Common Stock. 
Since most, if not all,  of the proceeds received from the Asset
Sale will be used to satisfy required payments to the Preferred
Stockholders in the event of liquidation, it is not likely that the
Company will have significant assets, if any, available for
distribution to minority Stockholders following such required
payments.

     The Company has made no decision to do any of the foregoing
and, over the next several months, will evaluate the course of
action it will take with regard to the best interests of the
Company and the Company's stockholders.  In the event the Company
chooses to merge with or acquire another company, its assets or
capital stock, or liquidate the Company, it will have to obtain the
approval of a majority of the voting power of the Company prior to
taking such action.

     Proceeds received from the Asset Sale not immediately required
for the purposes set forth above are being invested as management
of the Company deems prudent, which may include, but will not be
limited to, certificates of deposit, mutual funds, money-market
accounts, stocks, options, bonds or United States Government or
municipal securities, provided, however, that the Company will
attempt to invest the net proceeds in a manner which will not
result in the Company being deemed to be an investment company
under the Investment Company Act of 1940.  In this regard, while
the foregoing investments are intended to be temporary (i.e. for
the period during which the Company is determining its future
course of action with regard to the business or liquidation of the
Company), any such investments deemed by the Securities and
Exchange Commission not to be temporary, may result in the Company
being required to register as an investment company.  The Company
believes that to the extent a significant portion of such proceeds
is not used in evaluating prospective business options, the
interest income thereon should be sufficient to defray continuing

                                         10
<PAGE>

general and administrative expenses, as well as costs relating to
compliance with securities laws and regulations.

           At September 30, 1996, the Company had cash and cash
equivalents of approximately $1,983,000, compared to $1,293,000 of
liquid assets at December 31, 1995, and had working capital of
$1,934,304, compared to working capital of $1,462,195 at December
31, 1995.  The Company had no commitments to acquire additional
capital assets at September 30, 1996 and currently has no such
commitments.  The Company has no bank lines of credit or other
currently available credit sources.  The increase in liquid assets
and working capital is attributable to the collection of the
remaining note receivable from the Asset Sale, in 1996.
           
Operations

           As a result of the Asset Sale and the operation by
American Pacific of the Company's business from October 22, 1993,
the Company's business operations as a food manufacturer were
terminated on that date.  Accordingly, no operations were conducted
in the quarters ending September 30, 1996 and September 30, 1995.

           Net loss was $(28,015), or $(.07) per share, in the 1996
third quarter compared to a net loss of $22,013, or $.06 per
share, in the 1995 third quarter, reflecting principally a decline in
interest and dividend income in the 1996 third quarter and a gain on the Asset
Sale which was recorded in the 1995 third quarter, offset in part by a reduced 
loss on marketable investment securities in the 1996 third quarter.

PART II    OTHER INFORMATION


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

               Exhibit 27.  Financial Data Schedule

          B.  No reports on Form 8-K have been filed during the
              quarter.

                                     11

<PAGE>
                                Signatures
     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly cause this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                  NEW GENERATION FOODS, INC.



                              By:   /s/ Jerome S. Flum            
 
                                  Jerome S. Flum
                                  Chairman of the Board and
                                  Principal Financial Officer



Dated: November 13, 1996




                                     12