SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended Commission File Number
December 31, 1996 0-10825
Exact name of small business issuer as specified in its charter
NEW GENERATION FOODS, INC.
State or other jurisdiction of IRS Employer
incorporation or organization: Nevada Identification No.: 36-2972588
Address of principal executive offices:
45 Graham Road, Scarsdale, New York 10583
Telephone No.: (914) 722-2410
Securities registered pursuant to Section 12 (b) of the Act: None
Name of each exchange on which registered: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d)of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
YES X NO
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-B is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.
[ ]
The aggregate market value of the registrant's Common Stock
held by non-affiliates as of March 25, 1997 was $7,806 based on the average of
the high and low bid prices of such stock on March 25, 1997 as reported by the
NASD Electronic Bulletin Board Service.1
The number of shares outstanding of the registrant's Common
Stock as of March 25, 1997 was 399,830.
- --------
1Exclusion of shares held by any person should not be construed to indicate that
such person possesses the power, direct or indirect, to cause the direction of
the management or policies of the registrant or that such person is controlled
by or under common control with the registrant.
Registrant's revenues for its most recent fiscal year were $0.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereto duly authorized.
NEW GENERATION FOODS, INC.
By: /s/ Jerome S. Flum
------------------
Jerome Flum
Chairman of the Board, Chief
Executive Officer and Principal
Financial Officer
March 25, 1997
<PAGE>
Exhibit 11
NEW GENERATION FOODS, INC. AND SUBSIDIARIES
Net Income Per Share
Net income per share is computed by dividing net income by the weighted
average number of shares of common stock and common stock equivalents
outstanding during each year. The computation excludes the common stock
equivalents consisting of stock options because their inclusion would have had
an antidilutive effect. The cumulative convertible voting preferred stock
is not considered common stock equivalents.
Primary Income Per Share Computation
For the Year Ended December 31, 1996
Net Income $ 471,385
Weighted average shares outstanding (divided by) 399,830
---------
Income per share $ 1.18
=========
