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:  September 30, 1998

                                            Commission File No. 1-10825


                                            NEW GENERATION FOODS, INC.

              -----------------------------------------------------------------
             (Exact name of small business issuer as specified in its charter)

             Nevada                                               36-2972588
             -----------------------------------------------------------------
         (State of Incorporation)          (I.R.S. Employer Identification No.)


                                                  9 Dunham Avenue
                                             Scarsdale, New York 10583
             -----------------------------------------------------------------
                                      (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 September 30,
1998.


<PAGE>

                                  NEW GENERATION FOODS, INC. AND SUBSIDIARIES
                                           Consolidated Balance Sheets
                                   September 30, 1998 and December 31, 1997

<TABLE>
<CAPTION>
                                                                                     Sept. 30, 1998            Dec. 31, 1997
                                                                                       Unaudited                 Audited
<S>                                                                                  <C>                      <C>

ASSETS
Current Assets:
   Cash and cash equivalents                                                             $12,295                 $1,399,274
   Marketable investment security at market value                                            792                        777
   Purshase option                                                                       115,000                          -
                                                                                         -------                  ---------
TOTAL ASSETS                                                                            $128,087                 $1,400,051
                                                                                        ========                 ==========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
   Accounts payable-shareholder                                                              $-                    $460,000
   Dividends payable                                                                          -                     840,000
   Accrued franchise taxes                                                                45,200                     45,200
   Accrued expenses                                                                       40,784                        784
                                                                                          ------                        ---
             Total current liabilities                                                    85,984                  1,345,984
                                                                                          ------                  ---------

Redeemable  Convertible Voting Senior Preferred Stock, $.01 par value (stated at
liquidation value of $1.00 per share). Authorized 2,333,333 shares;
issued and outstanding 1,100,000 shares                                                1,100,000                  1,100,000
                                                                                       ---------                  ---------

Stockholders' Equity (Deficit)
Common stock, $.01 par value.  Authorized                                                 
25,000,000 shares; issued and outstanding 399,830                                          3,998                     3,998
Additional paid-in capital                                                            22,818,930                22,818,930
Retained deficit                                                                     (23,880,825)              (23,868,861)
                                                                                      -----------              ------------ 
                                                                                     
             Total stockholders' equity (deficit)                                     (1,057,897)               (1,045,933)
                                                                                      -----------               -----------   
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)                                                                         $128,087                $1,400,051
                                                                                         ========                ==========
</TABLE>
<PAGE>


                   NEW GENERATION FOODS, INC. AND SUBSIDIARIES
                     Consolidated Statements of Operations
                for the three months ended September 30, 1998 and 1997
<TABLE>
<CAPTION>

                                                                                    Sept. 30, 1998           Sept. 30, 1997
                                                                                      Unaudited                Unaudited
<S>                                                                                <C>                       <C>

OPERATING EXPENSES
  Selling, general and administrative                                                      1,136                    45,053          
                                                                                           -----                    ------          
Capitalization of prior quarter's legal
     fee to purchase option                                                              (10,000)                       -
                                                                                         --------                   ------   
  Total Operating Expenses                                                                (8,864)                   45,053
                                                                                          -------                   ------
  Operating income (loss)                                                                  8,864                   (45,053)


OTHER INCOME (DEDUCTIONS)
  Income and dividend income                                                                   906                   26,576
  Net loss on investments                                                                        -                       39
                                                                                             -----                       --
     Total other income (deductions)                                                           906                   26,615
                                                                                             -----                   ------

Income (loss) before income taxes                                                            9,770                  (18,438)

INCOME TAXES (BENEFIT)                                                                       2,170                     (575)
                                                                                             -----                     -----

NET EARNINGS (LOSS)                                                                         $7,600                 $(17,863)
                                                                                            ======                 =========
Net income (loss) per share of common
stock:
 Basic                                                                                       $0.02                   $(0.16)
                                                                                            ======                   =======
 Diluted                                                                                     $0.00                   $(0.16)
                                                                                            ======                   =======
Weighted average number of common                                                                           
shares outstanding:
 Basic                                                                                     399,830                   399,830
                                                                                          ========                   =======
 Diluted                                                                                 3,998,128                   399,830    
                                                                                         =========                   =======
</TABLE>

No  dividends  were paid by the  company  during the three month  periods  ended
September 30, 1998 and 1997.

See accompanying condensed notes to consolidated financial statements.


<PAGE>

                   NEW GENERATION FOODS, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations
              For the nine months ended September 30, 1998 and 1997

<TABLE>
<CAPTION>

                                                                                       Sept. 30, 1998           Sept. 30, 1997
                                                                                            Unaudited             Unaudited

<S>                                                                                    <C>                      <C>

OPERATING EXPENSES
  Selling, general and administrative                                                       $16,829                $132,328
                                                                                            -------                --------
    Total operating expenses                                                                 16,829                 132,328
                                                                                             ------                 -------

    Operating loss                                                                         (16,829)                (132,328)
                                                                                           --------                ---------

OTHER INCOME (DEDUCTIONS)
  Interest and dividend income                                                               7,410                   73,539
  Net (loss) on investments                                                                      -                  (15,580)
                                                                                            ------                 --------
    Total other income (deductions)                                                          7,410                   57,959
                                                                                             -----                   ------

    Income (loss) before income tax                                                         (9,419)                 (74,369)

INCOME TAXES (BENEFIT)                                                                       2,545                     (202)
                                                                                             -----                     -----

NET LOSS                                                                                  $(11,964)                $(74,167)
                                                                                          =========                =========

Net loss per share of common                                                                $(0.03)                  $(0.53)
stock - basic and diluted                                                                  ========                  =======

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


</TABLE>

No  dividends  were paid by the  company  during  the nine month  periods  ended
September 30, 1998 and 1997.

See accompanying condensed notes to consolidated financial statements.

<PAGE>


                   NEW GENERATION FOODS, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
              For the nine months ended September 30, 1998 and 1997

<TABLE>
<CAPTION>

                                                                                          Sept. 30, 1998          Sept. 30, 1997
                                                                                               Unaudited             Unaudited

<S>                                                                                       <C>                     <C>

CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                                   $(11,964)                $(74,167)
                                                                                              ---------                ---------

Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation                                                                                      -                     3,946
  Loss (gain) on marketable investment securities                                                  (15)                   4,628

Change in assets and liabilities:
  Decrease in receivables                                                                           -                    13,478
  Decrease in accounts payable and
       accrued expenses                                                                      (1,260,000)                 (9,340)
                                                                                             -----------                 -------

Net Cash used in operating
activities                                                                                   (1,271,979)                 (61,455)
                                                                                             -----------                 --------

Cash flows used for investing activities.
Purchase of option                                                                             (115,000)                       -
                                                                                               ---------                 --------

Net cash used by investing activities                                                          (115,000)                       -
                                                                                               ---------                 --------
Net decrease in cash and cash
equivalents                                                                                  (1,386,979)                  (61,455)

Cash and cash equivalents - beginning of period                                               1,399,274                 1,963,394
                                                                                              ---------                 ---------
Cash and cash equivalents- end of period                                                        $12,295                $1,901,939
                                                                                              =========                ==========
</TABLE>

See accompanying condensed notes to consolidated financial statements.

<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 1997 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, 1997 has been
derived  from,  and does not  include,  all the  disclosures  contained  in the
audited financial statements for the year ended December 31, 1997.


The  Company  adopted  the  provisions  of  Statement  of  Financial  Accounting
Standards  No.  115,  Accounting  for  Certain  Investments  in Debt and  Equity
Securities 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 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 nine month  periods ended  September 30, 1998 and
1997 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, 1997 Form 10-KSB
Report.  Management  believes  that the  disclosures  are  adequate  to make the
information presented herein not misleading.

(2) Net income (loss) per share

Net income (loss) per share - basic is computed by dividing net income (loss) by
the weighted average number of shares of common stock outstanding during each
period. The 1997 computation of diluted net income (loss) per share excludes the
convertible preferred stock and stock options because their inclusion would have
had an antidilutive effect. In the fourth quarter of 1997, the Company adopted
Statement of Financial Accounting Standards No. 128, Earnings Per Share. Net
loss per share for the three months and nine months ended September 30, 1997 has
been restated to comply with Statement of Financial Accounting Standards No. 
128.

<TABLE>
<CAPTION>
                                              NET INCOME (LOSS) PER SHARE COMPUTATION

          Three Months Ended September 30:

<S>                                               <C>                              <C>

 
                                                       1998                                1997
                                                       ----                                ----

Net income (loss)                                   $ 7,600                          $  (17,863)

Dividends on cumulative preferred stock                 -                               (46,350)
                                                     -------                            --------

Net income (loss) applicable to common stock       $ (7,600)                          $ (64,213)
                                                   =========                           =========

Net income (loss) per share: 
    Basic                                          $   0.02                            $  (0.16)
                                                    ========                           =========
    Dilutive                                       $   0.00                            $  (0.16)
                                                    ========                           =========

Weighted average number of common shares
outstanding:
Basic                                               399,830                             399,830
                                                    =======                             =======

Diluted                                           3,998,128                             399,830
                                                  =========                             =======

             Nine Months Ended September 30:

                                                       1998                                1997
                                                       ----                                ----

Net Loss                                           $(11,964)                           $(74,167)

Dividends on cumulative preferred stock                   -                            (139,050)
                                                    --------                           ---------
Net loss applicable to common stock                $(11,964)                          $(213,217)
                                                   =========                           ========
                                       
Basic average common shares outstanding             399,830                             399,830
                                                   ========                            ========

Loss per share - basic and diluted               $    (0.03)                          $   (0.53)
                                                 ===========                          ==========

</TABLE>

The redeemable convertible voting senior preferred stock is convertible into
3,598,298 shares of common stock at September 30, 1998 and is anti-dilutive for
the nine months ended September 30, 1998, and the effect of dilutive securities
(convertible preferred stock and options) is anti-dilutive for 1997, therefore, 
basic and dilutive earnings (loss) per share are the same for the nine months
ended September 30, 1998 and 1997.


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.

Under the terms of the Company's previously outstanding Series A Preferred Stock
and Series B Preferred  Stock,  a sale or transfer of  substantially  all of the
assets of the Company was deemed to be a liquidation,  dissolution or winding up
of the  Company  for  purposes of  determining  the  payment of the  liquidation
preferences  on the  Series A  Preferred  Stock and  Series B  Preferred  Stock.
Accordingly,  the Asset Sale  entitled Flum  Partners,  the holder of all of the
outstanding Series A Preferred Stock and Series B Preferred Stock, to payment of
the applicable liquidation preferences and accrued and unpaid dividends.

As previously  reported,  the Company issued to Flum Partners at the end of 1997
and in the first  quarter  of 1998 a total of  1,100,000  shares  of the  Senior
Preferred  Stock  and  $1.8  million  of  cash  in  payment  of the  liquidation
preferences  and accrued  dividends on the Series A Preferred Stock and Series B
Preferred  Stock.  In addition,  Mr. Flum's  employment  contract was terminated
effective December 1, 1997, and he agreed, for a twelve-month period, to attempt
to identify and  consummate a transaction  which would increase the value of the
Company.

Also as previously  reported,  the Company has acquired an option (the "Option")
to purchase the assets of the Credit Risk  Monitor  credit  information  service
("CRM") from Market Guide Inc.  ("MGI").  Exercise of the Option,  which expires
November 30, 1998 unless extended to no later than January 31, 1999 (the "Option
Period"),  is at the sole discretion of the Company and is conditioned on, among
other things,  the Company's  ability to raise financing of  approximately  $2.5
million to fund the initial  payment  and CRM's  working  capital  requirements.
There can be no assurance that said  financing will be obtained  and/or that the
Option will be exercised.

During the Option Period, Jerome S. Flum, Chairman and President of the Company,
will act as an unpaid,  part-time consultant to MGI, assisting in the management
of CRM.

If the  Option is  exercised,  the  purchase  price for the CRM  assets  will be
approximately  $2.5 Million,  less the amount of $60,000 paid by the Company for
the Option (subject to increase, up to $70,000, if the Option Period is extended
until  January 31,  1998),  and subject to certain  other  adjustments.  Of this
price,  approximately  $1.5  Million is payable in cash at the  closing  and the
balance will be evidenced by a  promissory  note,  payable with  interest at the
rate of 6% per annum which shall  accrue  commencing  July 1, 2001,  in 24 equal
monthly  installments  of principal  and interest  commencing  July 30, 2001 and
ending  June 30,  2003.  Certain  other  costs  and  expenses  to be paid by the
Company,  in an amount to be  determined  at  closing,  will be  evidenced  by a
separate  promissory note,  payable with interest at the rate of 8.5% per annum,
which shall accrue from the closing date until  January 30, 2001,  whereupon all
principal and accrued interest will be payable in 24 equal monthly  installments
of principal and interest  commencing  January 31, 2001 and ending  December 31,
2003.  The notes will be secured by a first  priority  purchase  money  security
interest on substantially all of the assets of the Company.

At September 30, 1998, the Company had cash,  cash  equivalents and other liquid
assets of $13,087, compared to $1,400,051 of liquid assets at December 31, 1997,
and had no working  capital,  compared to working capital of $54,067 at December
31, 1997. The Company has no bank lines of credit or other  currently  available
credit sources.

The decrease in liquid  assets and working  capital  reflects the payment in the
1998 first  quarter to Flum Partners  described  above as well as the payment of
$60,000 for the option.

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, 1998 and September 30, 1997.

Net income was $7,600, or $.02 per share, in the 1998 third quarter, compared to
a net loss of $17,863, or $.16 per share, in the 1997 third quarter,  reflecting
principally the termination of Mr. Flum's employment contract effective December
1, 1997,  offsetting a decrease in interest and dividend income,  as well as the
capitalization of a $10,000  legal  fee relative to the option which was charged
to expense in the second quarter.


PART II           OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

                  The Company filed a report on Form 8-K on September 9, 1998.


                                                             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, 1998