UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ALL AMERICAN FOOD GROUP, INC.
__________________________________
Full Name of Reigstrant
FORM 12b-25
SEC FILE NUMBER
________________
[333-4490]
NOTIFICATION OF LATE FILING
CUSIP NUMBER: 016435307
(Check One): [X] Form 10-KSB [ ]Form 20-F [ ]Form 11-K [ ] Form N-SAR [ ]
For Period Ended: October 31, 1998
[ ] 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 - REGISTRATION INFORMATION
ALL AMERICAN FOOD GROUP, INC.
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Full Name of Registrant
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Former Name if Applicable
4475 South Clinton Avenue
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Address of Principal Executive Office (Street and Number)
South Plainfield, New Jersey 07080
______________________________________________________________________
City, State and Zip Code
PART II - RULE 12b-25(b)
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-KSB, Form 20-F, 11-K or 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 of 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
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-KSB, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
with the prescribed time period.
Registrant recently filed a voluntary petition under Chapter XI of the U.S.
Bankruptcy Code. Registrant, effective January 5, 1999, in response to
its recent filing for protection from certain creditors under Chapter XI
of the Federal Bankruptcy laws, filed amended unaudited pro forma
condensed consolidated financial statements for the fiscal year ended
October 31, 1997, and the nine month period ended July 31, 1998.
However, the Registrant has just been informed by its certified
public account, DelSanto & DeFreitas, that because they are
creditors of the Registrant, they are not independent. As a result,
Registrant requires approval from the Federal Bankruptcy Court for the
reappointment of its prior accountants or to retain new accountants to
complete its audit for the year ended October 31, 1998.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Andrew Throburn (908) 757-3022
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(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
report(s) been filed? If answer is no, identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant changes 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?
[X] Yes [ ] 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. Reference is made to
Registrant's Form 8-K dated January 7, 1999 filed with the SEC, which
contains amended unaudited pro forma condensed consolidated financial
statements for the fiscal year ended October 31, 1997, and the nine
month period ended July 31, 1998.
ALL AMERICAN FOOD GROUP, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by
the undersigned hereunto duly authorized.
By: Andrew Thorburn, President
Date: January 31, 1999 By: /s/ Andrew Thorburn
President and Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature.
If the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
[INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL]
VIOLATIONS (SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report soley due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T ((S)232.201 or (S)232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regula-
tion S-T ((S)232.13(b) of this chapter).
