<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT
ON
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
All American Food Group, Inc.
-----------------------------
(Exact name of Registrant as specified in its charter)
New Jersey 22-3259558
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
4475 South Clinton Avenue
South Plainfield, NJ______ 07080
--------------------------- -----
(Address of principal executive offices) (Zip Code)
Consulting Agreement
--------------------
(full name of the plans)
908-757-3022
------------
(Telephone number, including area code, of agent for service)
Approximate Date of Commencement of Proposed Sales under the Plan:
- ------------------------------------------------------------------
As soon as practicable from time to time after this
Registration Statement becomes effective
Total Number of Pages: 21
-------------------------
Exhibit Index begins on sequentially numbered page: 7
Page 1
</PAGE>
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price per Share Offering Price Fee
<S> <C> <C> <C> <C>
___________________________________________________________________________
Common Stock
par value $.01 8,200,000(1) $.017 (2) $139,400.00 $100.00
</TABLE>
(1) This Registration Statement provides for the reissuance
and registration of 2,000,000 Shares previously authorized
and issued to Interbras Global Trading Co., Ltd.
("Interbras") under a consulting agreement dated November
25, 1998 (the "Consulting Agreement"), and the reissuance
and registration of 200,000 Shares previously authorized and
issued to Registrant's counsel in a registration statement
on Form S-8 filed with the Commission on December 3, 1998
(the "December Form S-8"), which was withdrawn by the
Registrant's filing of a registration statement a Form S-8
with the Securities and Exchange Commission (the
"Commission") on January 7, 1999. In addition, Registrant
filed with the Commission on January 7, 1999 a Current
Report on Form 8-K containing, among other information, the
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, required as a
result of the Registrant's filing for protection under
Chapter 11 of the US Bankruptcy Code. The Registrant is
filing this registration statement on Form S-8 (the "January
Form S-8"), which contains the current consent from the
Registrant's certified public accountants, which financial
statements have been incorporated by reference herein. This
January Form S-8 also includes in addition to the 2,000,000
Shares being reissued to Interbras and 200,000 Shares being
reissued to counsel, 2,000,000 additional Shares to be
issued to Interbras on January 15, 1999 under the Consulting
Agreement, and 4,000,000 Shares issuable to InterEuro Import
& Trading Corp. under an agreement dated as of January 1,
1999 (the "InterEuro Agreement"). Under the InterEuro
Agreement, 2,000,000 Shares issuable upon the filing with
the Commission of the January Form S-8 and 2,000,000 Shares
which shall be issuable to InterEuro on February 1, 1999.
The January Form S-8 does not include any additional Shares
or Shares underlying a common stock purchase option (the
"Option Shares") that shall be subject to exercise during
1999 pursuant to a consulting services agreement with
Interbras dated as of November 25, 1998 or any additional
Shares that may be issued to InterEuro under the InterEuro
Agreement which is attached as an exhibit to the January
Form S-8 Registration Statement, plus such indeterminate
number of shares pursuant to Rule 416 as may be issued in
respect to stock splits, stock dividends and other similar
recapitalizations.
(2) Estimated solely for the purpose of calculating the
registration fee, based, on the average of the bid and asked
price of the Registrant's Common Stock on January 5, 1998.
Page 2
</PAGE>
<PAGE>
PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information:
All American Food Group, Inc. (hereinafter the
"Registrant") has entered into a consulting services
agreement with Interbras Global Trading Co., Ltd.
("Interbras"), a New York corporation dated as of November
25, 1998 ("Interbras"), as a consultant to the Registrant
(the "Consulting Agreement"). This Consulting Agreement is
incorporated by reference to Registrant's Registration
Statement on Form S-8 which was filed with the Commission on
December 3, 1998 (the "December Form S-8"). The Registrant
has filed this Registration Statement on Form S-8 (the
"January Form S-8") for the purpose of registering the total
of 8,200,000 Shares, which includes 2,200,000 Shares
initially included in the Registrant's December 1998
Registration Statement. This January Form S-8 Registration
Statement also includes 2,000,000 additional Shares due to
Interbras on January 15, 1999, but does not include and
other additional Shares or Option Shares that may be
issuable to Interbras under the Consulting Agreement, and
also includes for the purpose of reregistering a total of
200,000 Shares issued to Carl J. Casano, Esq., and his
corporate securities consulting staff for services in
connection with the preparation and review of the Consulting
Agreement between the Registrant and Interbras and the
preparation and review of December Form S-8, and the
exhibits attached thereto. See Note 1 to the Cover Page
above.
In addition, this January Form S-8 Registration
Statement also includes 4,000,000 Shares issuable to
InterEuro Import & Trading Corp. ("InterEuro"), a New York
corporation, pursuant to the InterEuro Agreement dated as of
January 1, 1999, as follows: 2,000,000 Shares upon the
filing of this January Form S-8 Registration Statement and
additional 2,000,000 Shares on February 1, 1999 under the
InterEuro Agreement. In connection with the InterEuro
Agreement, the Services to be provided by InterEuro to
Registrant shall include servicing the purchase orders
generated for the Company, as follows: (i) arranging for the
storage of all food products subject to purchase orders of
the Registrant, including those products and purchase orders
derived through the efforts of Interbras; (ii) granting to
the Registrant the first right of refusal by written notice,
to sell and distribute, either alone or with joint venture
partners, all food products imported by or through the
efforts of Consultant, and the Registrant shall have thirty
days from the date of the written notice to elect to add any
food product to its product line; (iii) assisting the
Registrant in developing other product lines, including a
line of imported wines; (iv) forming and maintaining a
distribution and sales network for of the Registrant's
existing and new products; (v) exploring potential mergers,
acquisitions and joint ventures for the
Page 3
</PAGE>
<PAGE>
benefit of the Registrant with third party entities engaged
in the distribution of food and other products, among other
potential candidates; (vi) working together with the
Registrant in designing and maintaining an Internet web site
for the Registrant and its business, including establishing
a retail store on the Internet (www.gourmetpage.com) for the
sale of all of the Registrant's specialty food and other
products; and (vii) serving as a liaison between the
Registrant, any distribution network established for the
Registrant, and negotiating for the benefit of the
Registrant in connection with any merger, acquisition or
joint venture with any distribution network.
Item 2. Registrant Information and Employee Plan
Annual Information:
The Registrant shall provide its Consultants, including
Interbras and InterEuro, without charge, upon its written or
oral request, the documents incorporated reference in Item 3
of Part II of this Registration Statement. The Registrant
shall also provide the Consultants, without charge, upon its
written or oral request, with all other documents required
to be delivered to Consultants pursuant to Rule 428(b) under
the Act. Any and all such requests shall be directed to the
Registrant at 4475 South Clinton Avenue, South Plainfield,
NJ 07080.
Page 4
</PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference:
The following documents are incorporated by reference
in this registration
statement.
(a) Registrant's Annual Report on Form 10-KSB for the
fiscal year ended October 31, 1997, filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934, as
amended to include unaudited pro forma condensed
consolidated financial statements for the fiscal year ended
October 31, 1997.
(b) Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended January 31, 1998.
(c) Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended April 30, 1998.
(d) Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended July 31, 1998 as amended to include
unaudited pro forma condensed consolidated financial
statements for the nine month period ended July 31, 1998.
(e) Registrant's Report on Form 8-K filed with the
Commission on January 7, 1999, which contains among other
items, the 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.
(f) Registrant's Form S-8 filed with the Commission on
December 3, 1998, which was withdrawn effective January 7,
1999, with the filing of a Registration Statement on Form S-
8, and which effected the deregistration of the 2,200,000
shares issued and included therein.
(g) The description of Registrant's Common Stock
contained in the Registration Statement on Form 8-A filed
with the Commission on December 6, 1996 under Section 12 of
the Securities Exchange Act of 1934. All documents filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 after the date
of this registration statement and prior to the filing of a
post-effective amendment to this registration statement
which indicates that all securities offered hereunder have
been sold, or which deregisters all securities then
remaining unsold under this registration statement, shall be
deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities:
Not applicable. The class of securities to be offered
is registered under Section 12 of the Securities Exchange
Act of 1934.
Page 5
</PAGE>
<PAGE>
Item 5. Interest of Named Experts and Counsel:
Counsel, Carl J. Casano, Esq., who has rendered his
opinion in connection with this registration statement, has
been reissued together with his corporate securities
advisor, a total of 200,000 Shares.
Item 6. Indemnification of Directors and Officers:
Section 14A:3-5 of the New Jersey Business Corporation
Act (the "NJBCA") gives the Registrant power to indemnify
each of its directors and officers against expenses and
liabilities in connection with any proceedings involving him
by reason of his being or having been a director or officer
if (a) he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of
the Registrant and (b) with respect to any criminal
proceeding, he had no reasonable cause to believe his
conduct was unlawful. However, in a proceeding by or in the
right of the Registrant, there shall be no indemnification
in respect of any liabilities or expenses if the officer or
director shall have been adjudged liable to the Registrant
unless the court in such proceeding determines he is
entitled to indemnification for such liabilities and/or
expenses. Furthermore, no indemnification shall be made to
or on behalf of a director or officer if a judgment or other
final adjudication adverse to such director or officer
establishes that his acts or omissions (a) were in breach of
his duty of loyalty to the Registrant and its stockholders,
(b) were not in good faith or involved a knowing violation
of law, or (c) resulted in receipt by the director or
officer of an improper personal benefit.
The NJBCA defines an act or omission in breach of a
person's duty of loyalty as an act or omission which that
person knows or believes to be contrary to the best
interests of the Registrant or its stockholders in
connection with a matter in which he has a material conflict
of interest. If a director or officer is successful in a
proceeding, the statute mandates that the Registrant
indemnify him against expenses.
The Registrant's Restated Certificate of Incorporation,
as permitted by New Jersey law, eliminates the personal
liability of the directors and officers to the Registrant or
its shareholders for monetary damages for breaches of such
director's or officer's duty of care or other duties as a
director or officer; except liabilities for any breach of
duty based upon an act or omission (a) in breach of such
person's duty of loyalty to the corporation or its
shareholders, (b) not in good faith or involving a knowing
violation of law or (c) resulting in receipt by such person
of an improper personal benefit. This limitation on
liability could have the effect of limiting directors' and
officers' liability for violations of the federal securities
laws. In addition, the Registrant's Restated Certificate of
Incorporation and Restated By-Laws provide broad
indemnification rights to directors and officers so long as
the director or officer acted in a manner believed in good
faith to be in or not opposed to the best interest of the
Registrant and with respect to criminal proceedings if the
director had no reasonable cause to believe his or her
conduct was unlawful. The Registrant
Page 6
</PAGE>
<PAGE>
believes that the protection provided by these provisions
will help the Registrant attract and retain qualified
individuals to service as officers and directors. These
provisions would provide indemnification for liabilities
arising under the federal securities laws to the extent that
such indemnification is found to be enforceable under, and
to be in accordance with, applicable law and generally will
limit the remedies available to a shareholder who is
dissatisfied with a Board decision protected by these
provisions, and such shareholder's only remedy may be to
bring a suit to prevent the Board's action.
Item 7. Exemption From Registration Claimed:
Not applicable.
Item 8. Exhibits:
Exhibit
Number Description of Document
4.1 Second Restated Certificate of Incorporation of
the Registrant (incorporated herein by reference to Exhibit
3.3 of the Registrant's Registration Statement on Form SB-2
(File No. 333-4490), as amended (the "Registration
Statement").
4.2 Second Amended and Restated By-Laws of the
Registrant (incorporated herein by reference to Exhibit 3.5
of the Registrant's Registration Statement).
4.3 (i) Consulting Agreement dated as of November 25,
1998 with Interbras (incorporated herein by reference to the
December 1998 Form S-8); and (ii) Consulting Agreement dated
as of January 1, 1999 with InterEuro .
5.1 Opinion of Carl J. Casano, Esq. counsel re:
legality of securities being registered hereunder.
23.1 Consent of DelSanto & DeFreitas
23.2 Consent of Counsel (included in Exhibit 5.1).
Page 7
</PAGE>
<PAGE>
Item 9. Undertakings:
(a) The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to
such information in the registration statement. Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration
statement.
2. That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or
paid by a
Page 8
</PAGE>
<PAGE>
director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the act and will be governed by the final
adjudication of such issue.
Page 9
</PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in South Plainfield, County of
Essex, State of New Jersey, on the 7th day January, 1999.
ALL AMERICAN FOOD GROUP, INC.
By: /s/ Andrew Thorburn
Andrew Thorburn,
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date
indicated.
Signature Date
/s/ Andrew Thorburn January 7, 1999
Name: Andrew Thorburn
Title: Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer and Principal
Financial and Accounting Officer)
/s/ Thomas Lisker January 7, 1999
Name: Thomas Lisker
Title: Director
Page 10
</PAGE>
<PAGE>
EXHIBIT 4.3 (i)
(Incorporated by Reference to Registration Statement on Form
S-8 dated December 3, 1998)
Page 11
</PAGE>
<PAGE>
EXHIBIT 4.3 (ii)
Page 12
</PAGE>
<PAGE>
AGREEMENT
This Agreement, dated as of this 1st day of January,
1999 (the "Agreement"), is between All American Food Group,
Inc., a New Jersey corporation, with offices at 4475 South
Clinton Ave., South Plainfield, NJ 07080 (the "Company") and
InterEuro Import & Trading Corp., a New York corporation,
with offices at 630 Fifth Avenue, 20th Floor, New York, NY
10111 (hereinafter "InterEuro" or the "Consultant").
WHEREAS, the Company and Consultant desire to enter
into this Agreement for the purpose of the Consultant
providing, among other services, the Consulting Services set
forth in Section 2 below; and
WHEREAS, the Company and Consultant acknowledge and
agree that Consultant is an affiliate of Interbras Global
Trading Co., Ltd. ("Interbras"), which has entered into a
separate consulting agreement with the Company which is
incorporated herein by reference, and Consultant agrees to
support the Company and Interbras in performing the services
set forth therein.
NOW THEREFORE, the parties agree as follows:
1. Term: This Agreement shall be for the term
commencing on the date first set forth above and ending on
January 31, 2002.
2. Consulting Services: The Company hereby
retains the Consultant to provide consulting services (the
"Services") to the Company, and the Consultant hereby
accepts such retention by the Company upon the terms and
conditions herein set forth. Such Services shall include
servicing the purchase orders generated for the Company, as
follows: (i) arranging for the storage of all food products
subject to purchase orders of the Company, including those
products and purchase orders derived through the efforts of
Interbras; (ii) granting to the Company the first right of
refusal by written notice, to sell and distribute, either
alone or with joint venture partners, all food products
imported by or through the efforts of Consultant, and the
Company shall have thirty days from the date of the written
notice to elect to add any food product to its product line;
(iii) assisting the Company in developing other product
lines, including a line of imported wines; (iv) forming and
maintaining a distribution and sales network for of the
Company's existing and new products; (v) exploring potential
mergers, acquisitions and joint ventures for the benefit
with the Company with third party entities engaged in the
distribution of food and other products, among other
potential candidates; (vi) working together with the Company
in designing and maintaining an Internet web site for the
Company and its business, including establishing a retail
store on the Internet (www.gourmetpage.com) for the sale of
all of the Company's specialty food and other products; and
(vii) serving as a liaison between the Company, any
distribution network established for the Company, and
Page 13
</PAGE>
<PAGE>
negotiating for the benefit of the Company in connection
with any merger, acquisition or joint venture with any
distribution network.
3. Consideration: Upon the execution and delivery of
this Agreement, and as full consideration for the Services
rendered and to be rendered by Consultant during the term of
this Agreement, the Company shall cause to be issued to
Consultant and/or its designees, an aggregate of ten million
shares of Common Stock of All American Food Group, Inc. (the
"Shares") as follows: two million Shares upon execution of
this Agreement, which Shares shall be registered immediately
in a registration statement on Form S-8 or a post effective
amendment thereto, under the Securities Act of 1933, as
amended (the "Act"), in the name of Consultant and/or its
designees, as instructed by Consultant; and two million
Shares on the first day of February, March, April and May,
1999. The two million Shares to be issued during each of the
months from February through May, 1999, shall be subject to
the Consultant continuing to perform such Services provided
hereinabove. Consultant shall provide a monthly update to
the Company and the Company shall determine whether such
Services were reasonably performed and whether additional
Shares shall be issued to Consultant. The parties agree that
each successive two million Shares shall be promptly issued
and registered in a registration statement on Form S-8 or a
post effective amendment thereto, under the Act, in the name
of Consultant and/or its designees, as instructed by
Consultant.
4. Independent Contractor: At all times during the
term of this Agreement, Consultant shall be an independent
contractor and not an employee or affiliate of the Company.
5. Miscellaneous:
a. Entire Agreement: This Agreement
constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof.
b. Amendment: This Agreement may not be
amended or modified in any respect, except by the mutual
written agreement of the parties hereto. Prior to the first
issuance of Shares, the Consultant, upon written notice to
the Company, may elect to assign its rights hereunder to an
affiliate, which shall assume and be bound by all rights,
duties and obligations under this Agreement.
c. Waivers and Remedies: The waiver by any of
the parties hereto of any other party's prompt and complete
performance, or breach or violation, of any provision of
this Agreement shall not operate nor be construed as a
waiver of any
Page 14
</PAGE>
<PAGE>
subsequent breach or violation, and the waiver by any of the
parties hereto to exercise any right or remedy which it may
possess hereunder shall not operate nor be construed as a
bar to the exercise of such right or remedy by such party
upon the occurrence of any subsequent breach or violation.
d. Severability: The invalidity of any one or
more of the words, phrases, sentences, clause, sections or
subsections contained in this Agreement shall not affect the
enforceability of the remaining portions of this Agreement
or any part hereof all of which are inserted conditionally
on their being valid in law, and, in the event that any one
or more of the words, phrases, sentences, clauses, sections
or subsections contained in this Agreement shall be declared
invalid by a court of competent jurisdiction, this Agreement
shall be construed as if such invalid word or words, phrase
or phrases, sentence or sentences, clause or clauses,
section or sections, or subsection of subsections had not
been inserted.
e. Descriptive Headings: The descriptive
headings contained herein are for convenience only and shall
not control or affect the meaning or construction of any
provision of this Agreement.
f. Counterparts: This Agreement may be executed
in any number of counterparts and by the separate parties
hereto in separate counterparts, each of which shall be
deemed to be one and the same instrument. In addition,
facsimile copies of the signed Agreement shall be deemed an
original.
g. Notices: All notices required to be given
under this Agreement shall be in writing, sent certified
mail, return receipt requested, postage prepaid, to the
following addresses:
If to Consultant, then to:
InterEuro Import & Trading Corp.
630 Fifth Avenue, 20th Floor,
New York, NY 10111
If to the Company, then to:
All American Food Group, Inc.
4475 South Clinton Ave.
South Plainfield, NJ 07080
Page 15
</PAGE>
<PAGE>
h. Successors and Assigns: This Agreement shall
be binding upon and shall inure to the benefits of the
parties hereto and their respective successors and assigns.
None of the parties hereto shall assign any of its rights or
obligations hereunder without the consent of the other
party, except for the right of the Consultant to assign its
rights and obligations under this Agreement to an affiliate,
at which time this Agreement shall be amended
i. Applicable Law: This Agreement shall be
governed by and shall be construed, interpreted and enforced
in accordance with the laws of the State of New York.
j. Arbitration: Any controversy or claim
arising out of or relating to this Agreement, or the breach
thereof, or regarding the failure or refusal of any party to
perform the whole or any part of this Agreement, shall be
settled by arbitration in New York County, State of New
York, in accordance with the rules and regulations of the
American Arbitration Association. The judgment upon the
award rendered in such arbitration may be entered in any
court of competent jurisdiction. Any decision made by an
arbitrator or by the arbitrators under this provision shall
be enforceable as a final and binding decision, as if such
decision were a final decision or decree of a court of
competent jurisdiction. The parties further agree that the
prevailing party or parties shall be entitled to recover
from the other party or parties upon entry of the decision
of the arbitrator or arbitrators the reasonable attorney's
fees incurred in bringing such proceeding.
l. Agent: Neither party is hereby
constituted an agent or legal representative of the other
party hereto and neither is granted by right or authority
hereunder to assume or create any obligation, express or
implied, or to make any representation, covenant, warranty,
or guaranty, except as expressly granted or made in this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
INTEREURO IMPORT & TRADING CORP. ALL AMERICAN FOOD GROUP,
INC.
By: _/s/ Marcial G. Layani, V-P By: Andrew Thorburn, Pres., Ceo
Name (Title) Name (Title)
Page 16
</PAGE>
<PAGE>
EXHIBIT 5.1
Page 17
</PAGE>
<PAGE>
Carl J. Casano, Esq.
225 Broadway--41st Floor
New York, NY 10007
Phone: 212-406-2237--Fax: 212-732-8167
January 7, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: All American Food Group, Inc.
Registration Statement on Form S-8
Gentlemen:
I have been requested by All American Food Group,
Inc.(the "Registrant") to furnish an opinion as to matters
hereinafter set forth in connection with the Registration
Statement on Form S-8 under the Securities Act of 1933, as
amended (the "Act"), covering a total of 8,200,000 shares of
common stock as follows: (i) 2,000,000 shares being reissued
for services being provided to the Registrant by its
consultant, Interbras Global Trading Co., Ltd. and 200,000
shares being reissued to the undersigned and to the
undersigned's corporate securities consultant for services
to the Registrant, which were previously registered of Form
S-8 dated and filed on December 3, 1998 (the "December S-
8"), which December Form S-8 was withdrawn by the filing of
a separate From S-8 on January 7, 1999. The foregoing
2,200,000 shares are being reregistered hereunder; (ii)
2,000,000 shares issuable to Interbras on January 15, 1999;
and (iii) 4,000,000 shares issuable to InterEuro Import &
Trading Corp. for services to the Registrant, including
2,000,000 shares issuable upon the filing of this
Registration Statement and 2,000,000 shares issuable to
InterEuro on February 1, 1999.
In connection with this opinion, I have reviewed the
filings of the Registrant incorporated by reference in this
Registration Statement, and have determined that the
Registrant is current in its reporting requirements under
the Securities Exchange Act of 1934. I have further
determined that the 8,200,000 shares provided for in this
Registration Statement have been legally issued, and are
fully paid and non-assessable shares of the Registrant.
Further, the Registrant has duly authorized the issuance of
the shares and the filing of this Registration Statement on
Form S-8 under the Act. I hereby consent to the inclusion of
this opinion in the Registration Statement on Form S-8 being
duly filed with the Securities and Exchange Commission.
Very truly yours,
/s/ Carl J. Casano
Page 18
</PAGE>
<PAGE>
Exhibit 23.1
Page 19
</PAGE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of All American Food
Group, Inc. dated January 7, 1999 and filed with the Secur-
rities and Exchange Commission on our report dated February
7, 1998 covering the consolidated financial statements of
All American Food Group, Inc. and Subsidiaries for the
fiscal years ended October 31, 1997 and 1996 which has been
previously filed with the Securities and Exchange Commission
in its Annual Report on Form 10-KSB and which has been
effectively amended by the filing on Form 8-K on this same
date of unaudited pro forma condensed consolidated
financial statements for fiscal year ended October 31, 1997.
/s/:DelSanto & DeFreitas,
Certified Public Accountants
DelSanto & DeFreitas, CPA's
January 7, 1999
Page 20
</PAGE>
<PAGE>
EXHIBIT 23.2
(Contained in Exhibit 5.1)
Page 21
</PAGE>
