UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
CUSIP NUMBER
(Check One): / / Form 10-K / / Form 20-F / / Form 11-K
/x/ Form 10-Q / / Form N-SAR
For Period Ended: July 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:
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
All American Food Group, Inc.
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Full Name of Registrant
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Former Name if Applicable
104 New Era Drive
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Address of Principal Executive Office (Street and Number)
South Plainfield, New Jersey 07080
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
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-K, 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 or 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
/ / (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
Registrant is currently attempting to raise additional funds through a
private placement of securities, and such efforts have required, to a large
degree, the attention and energies of the same personnel responsible for
preparing and filing the Registrant's Quarterly Report on Form 10-QSB for the
period ended July 31, 1998. For these reasons, the Registrant had insufficient
personnel and financial resources to prepare and file it's Quarterly Report on
Form 10-QSB for the period ended July 31, 1998 within the prescribed period,
without both unreasonable effort and expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Andrew Thorburn (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 reports) been filed? If answer is no,
identify report(s). /x/ Yes / / No
(3) Is it anticipated that any significant change 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?
/ / Yes /x/ 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.
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.
Date: September 11, 1998 By /s/ Andrew Thorburn
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Chairman & CEO