UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported) : January 1, 1999
ALL AMERICAN FOOD GROUP, INC.
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(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)
Registrant's telephone number, including area code: 908-757-3022
104 New Era Drive, South Plainfield, NJ 07080
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(Former name, former address, if changed since last report)
Item 2. Acquistion or Disposition of Assets
Reference is made herein to Item 7. Financial
Statements and Exhibits, together with the notes and Basis
of Presentation set forth below, with respect to the
Registrant's voluntary petition under Chapter 11 of the U.S.
Bankruptcy Code. The Registrant entered into several
transactions which resulted in a substantial reduction in
the carrying costs of the Registrant's assets or the
realization of proceeds substantially below the carrying
value of such assets.
Item 5. Other Events
Registrant, effective January 5, 1999, in response to
its recent filing for protection from certain creditors
under Chapter 11 of the US Bankruptcy Code, has 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. These financial
statements for the respective periods were attached as
exhibits to the Current Report on Form 8-K filed on January
7, 1999. See Item 7 below.
In addition, Registrant has relocated its principal
executive offices from 104 New Era Drive, South Plainfield,
NJ 07080, to 4475 South Clinton Avenue, South Plainfield, NJ
07080. Registrant's telephone and fax numbers continue to be
908-757-3022 and 908-757-8857, respectively.
In connection with the several steps that Registrant
intends to undertake in connection with the filing for
protection from certain creditors under Chapter 11 and the
plan of reorganization, the Registrant has entered into an
agreement with Interbras Global Trading Co., Ltd., dated
effective November 25, 1998, which provided for the issuance
of shares in a registration statement on Form S-8; and an
agreement with InterEuro Import & Trading Corp., dated
effective November 28, 1998, which also provided for the
issuance of shares in a registration statement on Form S-8.
The former agreement was filed as an exhibit to the above
referenced registration statement on Form S-8, and the
latter agreement has been filed as an exhibit to a separate
registration statement on Form S-8.
Item 7. Financial Statements and Exhibits
Registrant has filed in a Furrent Report on Form 8-K,
dated January 7, 1999, the following:
(i) amended unaudited pro forma condensed consolidated
financial statements for the fiscal year ended October 31,
1997, incorporated by reference to Report on Form, 8-K dated
January 7, 1999;
(ii) amended unaudited pro forma condensed consolidated
financial statements for the nine month period ended July
31, 1998, incorporated by reference to Report on Form, 8-K
dated January 7, 1999.
SIGNATURES
Pursuant to the requirements of The Securities
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
South Plainfield, New Jersey
February 22, 1999
ALL AMERICAN FOOD GROUP, INC.
/s/ Andrew Throburn, President/CEO
Name (Title)
