SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                 ------------------------------------------------


                                   FORM 10-QSB

                Quarterly Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934




                        For Quarter Ended: June 30, 1997

                           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)

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 June 30, 1997.

                                  Page 1 of 11


<PAGE>



PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

NEW GENERATION FOODS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                              June 30,             December 31,
                                                1997                   1996
         Assets                              (unaudited)             (audited)
         ------                              -----------             ---------
<S>                                          <C>                     <C>
Current Assets:
   Cash and cash equivalents                 $ 1,917,162             $1,963,394
   Marketable investment securities at
          market value                               820                  5,429
   Due from Internal Revenue Service               1,184                  1,184
   Interest Receivable                             2,929                 16,090
   -------------------                             -----                 ------
          Total Current Assets                 1,922,095              1,986,097
          --------------------                 ---------              ---------


Property, plant and equipment, at cost            36,649                 36,649
   Less accumulated depreciation and
          amortization                            22,619                 19,988
          ------------                            ------                 ------
          Net property, plant and equipment       14,030                 16,661
          ---------------------------------       ------                 ------

          Total assets                       $ 1,936,125            $ 2,002,758

</TABLE>

See accompanying condensed notes to consolidated financial statements.

(Continued)


<PAGE>



NEW GENERATION FOODS, INC. AND SUBSIDIARIES

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

                                                 June 30,          December 31,
                                                   1997               1996
Liabilities and Stockholders' Equity            (unaudited)         (audited)
------------------------------------            -----------         ---------
<S>                                             <C>                 <C>
Current liabilities:
   Accrued compensation                         $    -              $   10,125
   Accrued franchise taxes                          45,200              45,200
   Accrued expenses                                    783                 986
   ----------------                                    ---                 ---
          Total current liabilities                 45,983              56,311
          -------------------------                 ------              ------


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                          (22,992,786)         (22,936,481)
                                               ------------          -----------
           Total stockholders' equity            1,890,142            1,946,447
           -------------------------             ---------            ---------


Commitments and contingencies                        -                    -
                                                    
            Total liabilities and
            stockholders' equity              $  1,936,125         $  2,002,758
            --------------------              ============         ============

</TABLE>


See accompanying condensed notes to consolidated financial statements.


<PAGE>



NEW GENERATION FOODS, INC. AND SUBSIDIARIES

Consolidated Statement of Operations
(Unaudited)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                   For the three
                                                   months ended
                                                     June 30,
                                               1997                 1996
                                               ----                 ----
<S>                                            <C>                  <C>

Net sales                                      $  -                 $  -
Cost of Sales                                     -                    -
-------------                                  -----                ----
    Gross profit                                  -                    -
    ------------                               -----                ----


Operating expenses:
   General and administrative:                  47,309               42,118
       Total operating expenses                 47,309               42,118
       ------------------------                 ------               ------
       Operating loss                          (47,309)             (42,118)
       --------------                          --------             --------


Other income (deductions):
   Interest and dividend income                 22,742               29,694
   Unrealized loss on
   marketable investment securities             (1,611)             (15,640)
   Miscellaneous income                           -                   2,838
   Gain (loss) on sale of assets               (10,996)                  34
   -----------------------------               --------              ------
        Total other income (deductions)         10,135               16,926
        -------------------------------         ------               ------

        Net loss before taxes                  (37,174)             (25,192)
        ---------------------                  --------             --------
        Income taxes                               -                    -
        ------------                           --------             --------


        Net loss                             $ (37,174)            $(25,192)
        --------                              =========             ======== 
                                              
                         


Net loss per share of common stock           $   (0.09)            $  (0.06)
-------------------------------------        ----------            ---------
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 June
30, 1997 and 1996.

See accompanying condensed notes to consolidated financial statements.



<PAGE>



NEW GENERATION FOODS, INC. AND SUBSIDIARIES

Consolidated Statement of Operations
(Unaudited)
------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                      For the six
                                                      months ended
                                                      June 30,
                                               1997              1996
                                               ----              ----
<S>                                            <C>               <C>

Net sales                                      $  -              $   -
Cost of Sales                                     -                  -
                                               ------            -------
    Gross profit                                  -                  -
    ------------                               ------            -------


Operating expenses:
   General and administrative                   87,275            82,293
                                                ------            ------
       Total operating expenses                 87,275            82,293
                                                ------            ------
       Operating loss                          (87,275)          (82,293)
                                               -------           -------


Other income (deductions):
   Interest and dividend income                 46,961            60,724
   Miscellaneous income                           -                2,838
   Unrealized gain (loss) on marketable
   investment securities                        (4,624)          (17,151)
   Realized loss on sale of marketable
   securities                                  (10,995)             - 
   Gain on sale of assets                         -              543,302
                                               -------           -------
        Total other income (deductions)         31,342           589,713
                                                ------           -------


        Net income (loss) before income taxes  (55,933)          507,420
                                               -------           -------
        Income taxes                               372             2,741
                                                   ---             -----


        Net income (loss)                     $(56,305)        $ 504,679
                                               ========         ========


Net income (loss) per share of common stock  $   (0.14)        $   1.26
                                               --------         -------

Weighted average number of common shares
outstanding                                    399,830          399,830
                                               -------          -------

</TABLE>

No dividends  were paid by the company  during the six month  periods ended June
30, 1997 and 1996.

See accompanying condensed notes to consolidated financial statements.



<PAGE>



NEW GENERATION FOODS, INC. AND SUBSIDIARIES

Consolidated Statement of Cash Flows
(Unaudited)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                         For the six
                                                         months ended
                                                           June 30,
                                                    1997              1996
                                                    ----              ----
<S>                                                 <C>               <C>
Cash Flows from operating activities:
   Net income (loss)                                $  (56,305)      $  504,679

Adjustments to reconcile net income (loss)
to net cash used in operating
      activities:
      Depreciation                                       2,631            2,340
      Gain on sale of assets                              -            (543,302)
      Unrealized loss on marketable
      investment securities                              4,609           17,151

Change in assets and liabilities:
   Decrease (increase) in receivables                   13,161           (1,567)
   Increase (decrease) in various accrued expenses     (10,328)           3,062
                                                       --------           -----
      Total adjustments                                 10,073         (522,316)
      -----------------                                 ------         ---------
      Net cash used in
      operating activities                             (46,232)         (17,637)


Net cash used in investing activities:
   Sale of automobile                                     -               5,200
   Purchase of automobile                                 -             (13,954)
                                                        ------          -------
Net cash used in investing activities                     -              (8,754)
                                                        ------           ------
Cash flows from financing activities:
   Collections on note receivable                         -             766,769
                                                        ------          -------
      Net increase (decrease) in cash and
      cash equivalents                                 (46,232)         740,378

Cash and cash equivalents at beginning of period     1,963,394        1,265,756
                                                     ---------        ---------

Cash and cash equivalents at end of period          $1,917,162       $2,006,134
                                                    ==========       ==========

</TABLE>

See accompanying condensed notes to consolidated financial statements.



<PAGE>



NEW GENERATION FOODS, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements

(Unaudited)
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(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 1996  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,  1996 has been  derived  from,  and does not  include,  all the  disclosures
contained in the audited  consolidated  financial  statements for the year ended
December 31, 1996.

          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-for- sale, 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 arc 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  six-month  periods ended June 30, 1997
and 1996 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, 1996
Form 10-KSB Report.  Management  believes that the  disclosures  are adequate to
make the information presented herein not misleading.


(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 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 six months ended June 30, 1997:

                $(56,305) / 399,830 =                 $(0.14)

           For the six months ended June 30, 1996:

                $504,679 / 399,830                    $ 1.26



<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 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  $1,917,000  as of June 30, 1997) to satisfy 
liabilities of the Company (aggregating  $45,983 at June 30, 1997). The Company
has made no determination 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 is  considering  seeking a merger,  exchange of capital
stock, asset acquisition or other similar business combination with an operating
business.  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.  Moreover,  under certain
circumstances  it  may be  possible  for  an  entity  acquiring  less  than  the
controlling  shareholding in the Company to utilize some or all of the remaining
tax  loss  carry  forwards  of the  Company  in  connection  with  the  business
operations  of such other  entity.  See  "Federal  Tax  Considerations."  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 the  extent  the  Preferred  Stockholders,  with  respect  to their
liquidation preference,  including accrued dividends, on the Series A and Series
B Preferred


<PAGE>



Stock owned by them, as previously reported,  demand payment of all or a portion
of the amounts due them,  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 of the proceeds  received from the Asset Sale will be
used to satisfy  required  payments  to the  Preferred  Stockholders,  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,  although
it has had preliminary discussions with several entities relative to a potential
business  combination.  The Company  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 another company, 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.  Such approval may not
be necessary in the case of certain other  business  combinations,  including an
acquisition of stock or assets of another company.

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

          At June 30, 1997,  the Company had cash,  cash  equivalents  and other
liquid assets of $1,917,982, compared to $1,968,823 of liquid assets at December
31, 1996, and had working capital of $1,876,112,  compared to working capital of
$1,929,786  at  December  31,  1996.  The Company has no bank lines of credit or
other  currently  available  credit  sources.  The decrease in liquid assets and
working  capital is due  principally  to continuing  general and  administrative
costs which exceed the Company's investment income.



<PAGE>



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 June 30, 1997 and June 30, 1996.

          In the 1996 first  quarter the Company  recognized  the balance of the
total gain of $1,842,470 on the Asset Sale.

          Net loss was $37,174,  or $.09 per share,  in the 1997 second quarter,
compared  to a net loss of  $25,192,  or $.06  per  share,  in the  1996  second
quarter, reflecting principally an increase in operating expenses and a decrease
in interest and dividend income.


PART II  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

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


<PAGE>



                                   Signatures


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


                                        NEW GENERATION FOODS, INC.



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



Dated: August 14, 1997