UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): /X/ FORM 10-KSB / / FORM 20-F / / FORM 11-K / /
FORM 10-Q / / FORM N-SAR
For Period Ended: October 31, 1996
/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form.
Please Print or Type.
Nothing in this form shall be construed to imply that
the Commission has verified any information contained
herein.
If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the
notification relates:
PART I_ REGISTRANT INFORMATION
Full Name of Registrant: All American Food Group, Inc.
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number)
9 Law Drive
City, State and Zip Code: Fairfield, New Jersey 07006
<PAGE>
PART II_ RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks
relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate).
(a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense;
/X/ (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K, Form N-
SAR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the
prescribed due date; and
(c)The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
PART III_NARRATIVE
State below in reasonable detail the reasons why the
Form 10-K, 11-K, 10-Q, N-SAR, or the transition report or
portion thereof, could not be filed within the prescribed
time period.
The Registrant became subject to the reporting
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on December 11, 1996 (the
"Effective Date"), upon the simultaneous effectiveness of
its Registration Statement on Form SB-2 under the Securities
Act of 1933, as amended, covering the initial public
offering of its common stock, and its Registration Statement
on Form 10-SB under the Exchange Act. Inasmuch as the
Effective Date occurred substantially after the close of the
Registrant's fiscal year on October 31, 1996 and the
Registrant received proceeds of its initial public offering
only on December 17, 1996, the Registrant had insufficient
personnel and financial resources to prepare and file its
initial Annual Report on Form 10-KSB during the prescribed
period ending January 29, 1997, without both unreasonable
effort and expense.
PART IV_OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification:
Chris R. Decker (201) 244-9336
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports) been filed? If
answer is no, identify report(s).
/X/Yes / /No
<PAGE>
In this regard, please note that the Registrant became
subject to the reporting requirements of the Exchange Act on
December 11, 1996 and that, therefore, the Report on Form 10-
KSB that is the subject of this Notification constitutes the
first periodic report required to be filed by the Registrant
thereunder.
(3) Is it anticipated that any significant change in
results of operations from the corresponding period for the
last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion
thereof?
/ /Yes /X/No
If so, attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate,
state the reasons why a reasonable estimate of the results
cannot be made.
All American Food Group, Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: January 28, 1997 By: /s/ Chris Decker
Chris Decker
Executive Vice President
and Chief Financial and
Administrative Officer
DC1DOCS1.46338
