SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ALL AMERICAN FOOD GROUP, INC.
_____________________________
(Name of Issuer)
Common Stock, No Par Value
__________________________
(Title of Class of Securities)
016435 10 9
___________
(CUSIP Number)
Andrew Thorburn
All American Food Group, Inc.
9 Law Drive
Fairfield, NJ 07006
(201) 244-9336
_______________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 6, 1997
_________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(b)(3) or (4), check the following box / /.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
(Page 1 of 6)
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CUSIP No. 016435109 Page 2 of 6
1. NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Andrew Thorburn
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)/ /
(b)/ /
3. SEC USE ONLY
4. SOURCE OF FUNDS:
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
NUMBER OFSHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7. SOLE VOTING POWER:
440,101
8. SHARED VOTING POWER:
-0-
9. SOLE DISPOSITIVE POWER:
440,101
10. SHARED DISPOSITIVE POWER:
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
440,101
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
14.0%
14. TYPE OF REPORTING PERSON:
IN
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CUSIP No. 016435109 Page 3 of 6
Item 1. Security and Issuer.
The class of equity to which this statement relates is
the common stock, no par value (the "Common Stock"), of All
American Food Group, Inc. (the "Issuer"), which has its
principal executive offices at 9 Law Drive, Fairfield, NJ
07006. The Issuer's telephone number is (201) 244-9336.
The Issuer became a reporting company under the Securities
Exchange Act of 1934, as amended, on December 11, 1996.
Item 2. Identity and Background.
(a) The filer's name is Andrew Thorburn (the
"Filer").
(b) The Filer's business address is 9 Law Drive,
Fairfield, NJ 07006.
(c) The Filer is the Chairman of the Board,
President and Chief Executive Officer of the Issuer, which
has its principal executive offices at 9 Law Drive,
Fairfield, NJ 07006.
(d) The Filer has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) during the past five years.
(e) The Filer has not been a party to a civil
proceeding of the type described in Item 2(e) of Schedule
13D.
(f) The Filer a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The Filer used personal funds to purchase the 25,000
shares of Common Stock to which this statement relates.
Item 4. Purpose of Transaction.
The 25,000 shares of Common Stock to which this
statement relates are held by the Filer for purposes of
investment. As noted above, the Filer is the Chairman of
the Board, President and Chief Executive Officer of the
Issuer and, as such, may be deemed to be "control person" of
the Issuer. Except for the foregoing, the Filer does not
have any current plan or proposal which relates to or would
result in any of the following actions, but the Filer will
continue to evaluate the Issuer's business prospects and
financial condition, the market for the Issuer's Common
Stock, other opportunities available to the Filer, general
economic conditions and other factors, and may formulate
plans or proposals which could relate to or result in one or
more such actions, which consist of the following:
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CUSIP No. 016435109 Page 4 of 6
(a) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities
of the Issuer, except as otherwise contemplated by this
Schedule 13D;
(b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of
the assets of the Issuer or of any of its subsidiaries;
(d) any change in the present Board of Directors
or management of the Issuer, including plans or proposals to
change the number or term of directors or to fill any
existing vacancies on the Board;
(e) any material change in the present
capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuer's
business or corporate structure;
(g) changes in the Issuer's Charter, Bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any
person;
(h) causing a class of securities of the Issuer
to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934;
or
(j) any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
(a) The Filer is the beneficial owner of 440,101
shares, or 14.0%, of the outstanding Common Stock of the
Issuer.
(b) The Filer has the sole power to vote, or
direct the vote, and to dispose of, or direct the
disposition of, the securities described in Item 5(a) above.
(c) On January 6, 1997, the Filer purchased
25,000 shares of the Issuer's Common Stock from an
unaffiliated third party in a privately negotiated
transaction for a purchase price of $1.75 per share.
Payment for the shares by the Filer was made by means of
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CUSIP No. 016435109 Page 5 of 6
personal funds. The Filer beneficially owned 415,101 shares
of the Issuer's Common Stock at the time the Issuer became a
reporting company under the Securities Exchange Act of 1934,
as amended, on December 11, 1996.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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CUSIP No. 016435109 Page 6 of 6
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: January 22, 1997 /s/ Andrew Thorburn
____________________
Andrew Thorburn
DC1DOCS1.46098
