<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.)
104 New Era Drive
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: 20
-------------------------
Exhibit Index begins on sequentially numbered page: 7
Page 1
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Aggregate Registration
Registered Deregistered Price per Share Offering Price Fee
<S> <C> <C> <C> <C>
________________________________________________________________________________
Common Stock
par value $.01 2,200,000(1) $.015 (2) $33,000.00 n/a (1)
</TABLE>
(1) Represents 2,200,000 Shares of Registrant's common stock
(the "Shares") issued in a registration statement on Form S-
8 on December 3, 1998 (the "December 1998 Registration
Statement"), which December 1998 Registration Statement by
error failed to contain a current consent from the Regis-
trant's certified public accountants. As a result of this
error, Registrant is hereby withdrawing the December 1998
Registration Statement hereunder, and as a result, no
registration fee is applicable to this filing.
(2) Estimated solely for the purpose of calculating the
initial registration fee, based, on the average of the bid
and asked price of the Registrant's Common Stock on December
1, 1998, immediately prior to the filing of the December
1998 Registration Statement.
Page 2
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<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 (the "Agreement") with Interbras Global Trading
Co., Ltd., a New York corporation ("Interbras"), as a
consultant to the Registrant.
The Agreement provides for Interbras to provide
services to the Registrant and its subsidiary, including but
not limited to the following: (i) directing and/or assigning
purchase orders to the Registrant for the sale in the United
States of fish products, and specifically including fifteen
containers of frozen Brazilian lobster tails, among other
food products; (ii) from the foregoing sale of fifteen
containers of frozen Brazilian lobster tails, Interbras
represents that the Registrant will realize a minimum of ten
(10%) percent profit above the cost of product, FOB-Brazil,
during the term of this Agreement; (iii) Interbras may
direct for the Registrant's benefit the sale of other food
products, which net profits will be applied to the profit
requirements in (ii) above; (iv) Interbras will provide the
Registrant with all necessary documentation and reports,
including invoicing, shipping documents, dates of shipments
and sales, among others, in order for the Registrant to
recognize and report in its filings under the Securities
Exchange Act of 1934, including Forms 10-QSB, 10-KSB and 8-
K, and for other public disclosure, as appropriate under the
Federal securities laws; (v) serving as a liaison between
the Registrant, the Brazilian seafood suppliers, and the
customers purchasing the frozen lobster tail and other fish
and food products in the United States; and (vi) being
available, from time to time, on reasonable notice, for
meetings with the Registrant's board of directors and other
meetings that the Registrant may arrange with members of the
investment community, financial institutions, shareholders
and others, to benefit the business of the Registrant and
consistent with the disclosure requirements of the
Registrant as a reporting company under the Securities
Exchange Act of 1934, for the purpose of furthering the
foregoing defined Services.
In consideration for the above referenced Services, and
pursuant to the Agreement, the Registrant has previously
issued to Interbras in the December 1998 Registration
Statement 2,000,000 Shares and issued 200,000 Shares to Carl
J. Casano, Esq., and his corporate securities consulting
staff, for services in connection with the preparation and
review of the agreement between the Registrant and Interbras
Global Trading Co., Ltd., the preparation and review of the
December 1998 Registration Statement. This Registration
Statement on Form S-8 is for the purpose of withdrawing the
December 1998 Registration Statement and deregistering the
Shares issued thereunder, for the reasons set forth in Note
1 to the Cover Page of this Registration Statement. This
Registration Statement does not include any additional
Shares or Option Shares that are or may be issuable to
Interbras under the Agreement.
Page 3
</PAGE>
<PAGE>
Item 2. Registrant Information and Employee Plan
Annual Information:
The Registrant, notwithstanding the withdrawal of the
December 1998 Registration Statement, shall provide
Interbras, as consultant, 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 Interbras, 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
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<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, 1997.
(e) Registrant's Current Report on Form 8-K filed with
the SEC on January 7, 1998, which contains, among other
information, the Registrant's include unaudited pro forma
condensed consolidated financial statements for the fiscal
year ended October 31, 1997 and unaudited pro forma
condensed consolidated financial statements for the nine
month period ended July 31, 1997.
(f) 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 the December 1998 Registration Statement as well as this
Registration Statement withdrawing the Shares registered in
the December 1998 Registration Statement and prior to the
filing of a post-effective amendment to this Registration
Statement which deregisters all securities unsold under the
December 1998 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 document.
Item 4. Description of Securities:
Not applicable. The class of securities referred here-
under is registered under Section 12 of the Securities Ex-
change Act of 1934.
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 issued together with his corporate securities advisor,
was issued 200,000 Shares in the December 1998 Registration
Statement, which are hereby deregistered.
Page 5
</PAGE>
<PAGE>
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 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
Page 6
</PAGE>
<PAGE>
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 Company
(incorporated herein by reference to Exhibit 3.5 of the
Registrant's Registration Statement).
4.3 Consulting Agreement dated as of November 25, 1998
5.1 Opinion of Carl J. Casano, Esq. counsel re: the
withdrawal of the December 1998 Registration Statement by
the filing of this Registration Statement.
23.1 Consent of DelSanto & DeFreitas
23.2 Consent of Counsel (included in Exhibit 5.1).
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
Page 7
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<PAGE>
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 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 8
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<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 this Registration Statement withdrawing
the December 1998 Registration Statement 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 9
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<PAGE>
EXHIBIT 4.3
Page 10
</PAGE>
<PAGE>
CONSULTING AGREEMENT
This Agreement, dated as of this 25th day of November,
1998 (the "Agreement"), is between All American Food Group,
Inc., a New Jersey corporation, with offices at 104 New Era
Drive, South Plainfield, NJ 07080 (the "Company") and
Interbras Global Trading Co., Ltd., a New York corporation,
with offices at 45 Rockefeller Plaza, 20th Floor, New York,
NY 10111 (the "Consultant").
WHEREAS, the Company desires to enter into this
Agreement with the Consultant for the purpose of engaging
the services of the Consultant for the benefit of the
Company in connection with, among other things, the
establishment of a shellfish import, marketing and sale
division for the Company, which division shall have the
express purpose of generating sales revenues for the Company
from the sale in the United States of imported shellfish
products purchased from the Consultant's affiliates in
Brazil; and
WHEREAS, the Consultant desires to enter into this
Agreement with the Company to provide the services to the
Company as defined below, pursuant to the terms and for the
consideration as set forth herein.
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, 2000.
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,
but not to be limited to, providing the following: (i)
directing and/or assigning purchase orders to the Company
for the sale in the United States of fish products, and
specifically including fifteen containers of frozen
Brazilian lobster tails, among other food products; (ii)
from the foregoing sale of fifteen containers of frozen
Brazilian lobster tails, the Consultant represents that the
Company will realize a minimum of ten (10%) percent profit
above the cost of product, FOB-Brazil, during the term of
this Agreement; (iii) the Consultant may direct for the
Company's benefit the sale of other food products, which net
profits will be applied to the profit requirements in (ii)
above; (iv) the Consultant will provide the Company with all
necessary documentation and reports, including invoicing,
shipping documents, dates of shipments and sales, among
others, in order for the Company to recognize and report in
its filings under the Securities Exchange Act of 1934,
including Forms 10-QSB, 10-KSB and 8-K, and for other public
disclosure, as appropriate under the Federal securities
laws; (v) serving as a liaison
Page 11
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<PAGE>
between the Company, the Brazilian seafood suppliers, and
the customers purchasing the frozen lobster tail and other
fish and food products in the United States; and (vi) being
available, from time to time, on reasonable notice, for
meetings with the Company's board of directors and other
meetings that the Company may arrange with members of the
investment community, financial institutions, shareholders
and others, to benefit the business of the Company and
consistent with the disclosure requirements of the Company
as a reporting company under the Securities Exchange Act of
1934, for the purpose of furthering the foregoing defined
Services.
3. Shares and Option Consideration:
1. Upon the execution and delivery of this
Agreement, and as partial 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 two million
shares of Common Stock of All American Food Group, Inc. (the
"Shares") and grant to Consultant and/or its designees a
common stock purchase option (the "Option") exercisable to
purchase two million Shares (the "Option Shares"), at an
exercise price of $.02 per Option Share. The two million
Shares and the two million Option Shares will be registered
immediately upon execution of this Agreement in a
registration statement on Form S-8 under the Securities Act
of 1933, as amended (the "Act"), in the name of Consultant
and/or its designees, as instructed by Consultant.
2. In addition, All American Food Group,
Inc., on January 15, 1999, shall issue to Consultant and/or
its designees an additional two million Shares, which will
also be immediately registered in a registration statement
on Form S-8 or post effective amendment thereto.
3. All American Food Group, Inc. hereby
further undertakes on each of March 15, 1999, June 15, 1999,
and September 15, 1999, to issue to Consultant and/or its
designees one million Shares and grant to Consultant and/or
its designees a further Option to purchase one million
Option Shares. With respect to the Option to be granted on
March 15, 1999, the exercise price shall be at the lower of
the lowest closing bid price of the Shares during the thirty
days prior to March 15, 1999 or $.02 per Option Share. With
respect to each of the Options to be granted on June 15,
1999 and September 15, 1999, the exercise price shall be
determined based upon the closing bid price of the Shares on
the date of the grant of each Option. All of the Shares and
Option Shares referred to in this paragraph shall also be
registered in registration statements on Form S-8, or post
effective amendments thereto, immediately upon the issuance
of the Shares and grant of the Options on the dates set
forth above, in the name of Consultant and/or its designees,
as instructed by Consultant.
Page 12
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<PAGE>
4. Within ten days prior to the issuance of
one million Shares and the grant of the Option to purchase
one million Option Shares scheduled for September 15, 1999,
the Consultant and the Company will review the number of
containers of frozen Brazilian lobster tails shipped to the
date of such review. If the Consultant is on schedule to
complete its commitment, then the Shares shall be issued and
the Option granted. If it reasonably appears that the
schedule for fifteen containers cannot be satisfied prior to
the end of the term, the Company will have the right to
withhold this last issuance of one million Shares and/or
grant the Option to purchase one million Option Shares, in
order to offset any adjustment that may be necessary,
pending satisfaction of the goals set forth in Section 2,
Consulting Services (i), (ii) and (iii) above.
5. Each Option shall be exercisable by the
Consultant and/or its assigns for a period of one year from
the date of grant.
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. Compliance With All Applicable Law: Both
Consultant and the Company acknowledge that the Company is
required to comply with the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, and the rules
promulgated by the Securities and Exchange Commission,
including the rules requiring the Company to remain current
under the Exchange Act, and the applicable securities and
other laws of various states. Consultant represents that it
is fully authorized to perform the Services contemplated
herein and that there is no legal impediment to its
performance of such Services.
6. Indemnification: Consultant shall indemnify and
hold harmless the Company from and against all damages,
losses or expenses suffered or paid as a result of any and
all claims, demands, suits, causes of action, proceedings,
judgments and liabilities, including reasonable attorney's
fees, incurred in litigation or otherwise, assessed,
incurred or sustained by or against the Company with respect
to or arising out of the performance of consulting Services
under this Agreement excepting only those losses caused by
the gross negligence or willful misconduct of the Company.
The Company shall indemnify and hold harmless Consultant
from and against all damages, losses or expenses suffered or
paid as a result of any and all claims, demands, suits,
causes, of action, proceedings, judgments and liabilities,
including reasonable attorney's fees, incurred in litigation
or otherwise, assessed, incurred or sustained by or against
Consultant with respect to or arising out of the performance
of consulting Services under this Agreement excepting only
those losses caused by the negligence or willful misconduct
of Consultant.
Page 13
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<PAGE>
7. 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.
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 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 ads of 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:
Interbras Global Trading Co., Ltd.
45 Rockefeller Plaza, 20th Floor,
New York, NY 10111
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<PAGE>
If to the Company, then to:
All American Food Group, Inc.
104 New Era Drive
South Plainfield, NJ 07080
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.
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 Florida.
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.
INTERBRAS GLOBAL TRADING CO., LTD. ALL AMERICAN FOOD
GROUP, INC.
By: /s/ Louis C. Miceli, President By: /s/ ANDREW THORBURN, CEO
Name (Title) Name (Title)
Page 15
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<PAGE>
EXHIBIT 5.1
Page 16
</PAGE>
<PAGE>
Carl J. Casano, Esq.
225 Broadway--41st Floor
New York, NY
10007
Phone: 212-406-2237--Fax: 212-732-8167
January 7, 1997
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 this registration
statement on Form S-8 under the Securities Act of 1933, as
amended (the "Act"), withdrawing the registration statement
on Form S-8 filed on December 3, 1998 which included a total
of 2,200,000 shares of common stock, 2,000,000 of which
shares were issued for services being provided to the
Registrant by its consultant, Interbras Global Trading Co.,
Ltd. In addition, a total of 200,000 shares were issued to
the undersigned and to the undersigned's corporate
securities consultant for services to the Registrant. This
registration statement withdraws and deregisters the
2,200,000 shares issued in the December 1998 registration
statement.
In connection with this opinion, I have reviewed the
filings of the Registrant incorporated by reference in this
registration statement and the December 1998 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
shares issued in the December 1998 registration statement
have been legally deregistered in this registration
statement by its filing under the Act, which has been duly
authorized by the Registrant.
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
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<PAGE>
Exhibit 23.1
Page 18
</PAGE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8, which is filed for the
purpose of de-registrating the securities previously re-
gistred on Form S-8 filed on December 3, 1998, of All Ameri-
can Food Group, Inc. dated January 7, 1999 and filed
with the Securities and Exchange Commission of our re-
port 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 Oc-
tober 31, 1997.
/s/:DelSanto & DeFreitas,
Certified Public Accountants
DelSanto & DeFreitas, CPA's
January 7, 1999
Page 19
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<PAGE>
EXHIBIT 23.2
(Contained in Exhibit 5.1)
Page 20
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