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:  March 31, 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)

                               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
March 31, 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>



                                                   March 31,    December 31,
                                                     1997           1996
                    Assets                       (unaudited)      (audited)
                    ------                       -----------      ---------
<S>                                              <C>            <C>
Current Assets:                                 
    Cash and cash equivalents                    $1,941,752      $1,963,394
    Marketable investment securities at
       market value                                   2,428           5,429
    Due from Internal Revenue Service                 1,184           1,184
    Interest receivable                              12,940          16,090
    -------------------                              ------          ------
       Total current assets                      $1,958,304      $1,986,097
       --------------------                      ----------      ----------


Property, plant and equipment, at cost               36,649          36,649
    Less accumulated depreciation and
       amortization                                  21,303          19,988
       ------------                                  ------          ------
       Net property, plant and equipment             15,346          16,661   
       --------------------------------              ------          ------   
      

       Total assets                              $1,973,650      $2,002,758   
       ------------                              ==========      ==========   
                                                

</TABLE>


See accompanying condensed notes to consolidated financial statements.

                                                             
(Continued)
                                     2

<PAGE>


NEW GENERATION FOOD,INC. AND SUBSIDIARIES

Consolidated Balance Sheets, Continued

_________________________________________________________________
<TABLE>
<CAPTION>

                                        March 31,      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                       1,133               986
     ----------------                       -----               ---
           Total current liabilities       46,333            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                   (22,955,611)      (22,936,481)
   ----------------                   ------------      ------------
      Total stockholders' equity        1,927,317         1,946,447

 Commitments and contingencies               -                  - 
 -----------------------------            ------              ------ 
      Total liabilities and        
      stockholders' equity            $ 1,973,650       $ 2,002,758
      --------------------            ===========       ===========


</TABLE>

See accompanying condensed notes to consolidated financial
statements.

                                    3
<PAGE>

NEW GENERATION FOODS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(Unaudited)
__________________________________________________________________
<TABLE>
<CAPTION>
                                                     For the three
                                                     months ended
                                                     March 31,

                                                1997         1996
                                                ----         ----
<S>                                        <C>           <C>

Net Sales                                  $     -       $     -
Cost of sales                                    -             -  
-------------                                    -             -  
        Gross profit                             -             -  
        ------------                           ------        ------
 
Operating expenses:
-------------------
   General and administrative:                  39,976        40,175
   ---------------------------                  ------        ------
        Total operating expenses                39,976        40,175
        ------------------------                ------        ------
        Operating loss                         (39,976)      (40,175)
        --------------                         --------      --------

Other income (deductions)
    Interest and dividend income                24,220        31,029
    Unrealized loss on
    marketable investment securities           ( 3,001)      ( 1,511)
    Gain on sale of assets                       -           543,268
    ----------------------                     -------       -------
     Total other income (deductions)            21,219       572,786
     -------------------------------            ------       -------
     Net income (loss) before taxes            (18,757)      532,611
     ------------------------------            --------      -------
Corporate income taxes                             373         2,741
----------------------                             ---         -----
     Net income (loss)                    $    (19,130)   $  529,870
     -----------------                         --------      -------
Net income (loss) per share of common
     stock                                $      (0.05)   $     1.33
     -----                                       ----           ----
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 March 31, 1997 and 1996.

See accompanying notes to consolidated financial statements.

                                       4

<PAGE>


NEW GENERATION FOODS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)                                                       
     

<TABLE>
<CAPTION>
                                                   For the three
                                                   months ended
                                                   March 31,
                                              1997           1996 
                                              ----           ---- 
 

<S>                                         <C>         <C>
Cash flows from operating activities:
    Net income (loss)                      $  (19,130)   $ 529,870 
    -----------------                         --------   --------- 

Adjustments to reconcile net income (loss) 
to net cash provided by (used in) operating
   activities:
   Depreciation                                 1,315        1,024
   Gain on sale of assets                        -        (543,268)
   Unrealized loss on marketable
   investment securities                        3,001        1,511

Change in assets and liabilities:
   Decrease in receivables                      3,150       50,001
   Increase (decrease) in accounts payable
   and various other
    accrued expenses                           (9,978)      (2,702)
    ----------------                           -------      -------
    Total adjustments                          (2,512)    (493,434)
    -----------------                          -------    ---------

     Net cash provided by (used in) 
     operating activities                     (21,642)      36,436 
     --------------------                     --------      ------ 


Cash flows from capital expenditures:
-------------------------------------
   Purchase of automobile                         -         13,954
   ----------------------                      ------       ------
       Net cash provided by (used for)
       capital costs                              -        (13,954)
       -------------                           ------      --------
       Net increase (decrease) in cash and 
       cash equivalents                       (21,642)      22,482 
       ----------------                       --------      ------ 
Cash and cash equivalents at beginning
  of period                                  1,963,394   1,265,756
  ---------                                  ---------    ---------
Cash and cash equivalents at end of
   period                                   $1,941,752  $1,288,238
   ------                                    ---------- ----------


</TABLE>
See accompanying condensed notes to consolidated financial
statements.


                                       5
<PAGE>
                                                                  
            
                                                                  
    
NEW GENERATION FOODS, INC. AND SUBSIDIARIES

Consolidated Statement of Cash Flows

(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 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, 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, 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 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 March 31, 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.

                                        6
<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 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 three months ended March 31, 1997
_______________________________________________________________      
                                                                  
                          
     
     $(19,130)/399,830 =                           (0.05)
                                                                  
                                 
_______________________________________________________________


     For the three months ended March 31, 1997
                                                                
           
                                        
______________________________________________________________

     $529,870/399,830 =                            1.33


                                          7


<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  $1,944,000  as of March  31,  1997)  to repay  certain
accounts  payable and to satisfy other  liabilities of the Company  (aggregating
$46,333 at March 31, 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

                                                         8

<PAGE>




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 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

                                                         9

<PAGE>




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 March 31, 1997,  the Company had cash,  cash  equivalents  and other
liquid assets of $1,944,180, compared to $1,968,823 of liquid assets at December
31, 1996, and had working capital of $1,911,971,  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.

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 ended March 31, 1997 and March 31, 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  $19,130,  or $.05 per share,  in the 1997 first  quarter,
compared  to net  income of  $529,870,  or $1.33 per  share,  in the 1996  first
quarter,  reflecting  principally the remaining gain on the Asset Sale which was
recognized  in the 1996 first  quarter,  as well as 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.


                                                        10

<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: May 14, 1997



                                                        11