8-K

                                                  UNITED STATES
                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549

                                                     FORM 8-K

                                                  CURRENT REPORT

                                        Pursuant to Section 13 or 15(d) of
                                        the Securities Exchange Act of 1934


                              Date of Report (Date of earliest event reported):
                                                 September 9, 1998


                                            NEW GENERATION FOODS, INC.
                         (Exact name of registrant as specified in its charter)


      NEVADA                  1-10825            36-2972588
   (State or Other           (Commission        (IRS Employer
   jurisdiction of           File Number)      Identification No.)
   incorporation)


                               9 Dunham Road, Scarsdale, New York 10583
                      (Address of principal executive offices)   (Zip Code)



Registrant's telephone number, including area code: (914) 722-2410







                           FORWARD LOOKING STATEMENTS

         Certain statements in this Form 8-K, including  statements  prefaced by
the words "anticipates",  "estimates", "believes", "expects" or words of similar
meaning,  constitute  "forward-looking  statements"  within  the  meaning of the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements  involve  known and unknown  risks,  uncertainties  and other factors
which may cause the actual  results,  performance or achievements of the Company
to be materially different from any future results,  performance or achievements
expressed or implied by such forward-looking statements.


ITEM 5.   OTHER EVENTS.


         New Generation  Foods, Inc. (the "Company") has acquired an option (the
"Option") to purchase the assets of the Credit Risk Monitor  credit  information
service ("CRM") from Market Guide Inc.  ("MGI").  Exercise of the Option,  which
expires November 30, 1998 unless extended to no later than January 31, 1999 (the
"Option  Period"),  is at the sole  discretion of the Company and is conditioned
on,  among  other  things,   the  Company's   ability  to  raise   financing  of
approximately $2.5 million to fund the initial payment and CRM's working capital
requirements.  There can be no assurance  that said  financing  will be obtained
and/or that the Option will be exercised.

         During the Option Period, Jerome S. Flum, Chairman and President of the
Company,  will act as an unpaid,  part-time  consultant to MGI, assisting in the
management of CRM.

         If the Option is exercised,  the purchase price for the CRM assets will
be  approximately  $2.5 Million,  less the amount of $60,000 paid by the Company
for the Option  (subject to  increase,  up to $70,000,  if the Option  Period is
extended until January 31, 1998), and subject to certain other  adjustments.  Of
this price, approximately $1.5 Million is payable in cash at the closing and the
balance will be evidenced by a  promissory  note,  payable with  interest at the
rate of 6% per annum which shall  accrue  commencing  July 1, 2001,  in 24 equal
monthly  installments  of principal  and interest  commencing  July 30, 2001 and
ending  June 30,  2003.  Certain  other  costs  and  expenses  to be paid by the
Company,  in an amount to be  determined  at  closing,  will be  evidenced  by a
separate  promissory note,  payable with interest at the rate of 8.5% per annum,
which shall accrue from the closing date until  January 30, 2001,  whereupon all
principal and accrued interest will be payable in 24 equal monthly  installments
of principal and interest  commencing  January 31, 2001 and ending  December 31,
2003.  The notes will be secured by a first  priority  purchase  money  security
interest on substantially all of the assets of the Company.







         A copy of the press release  issued by the Company in  connection  with
the acquisition of the Option is attached as Exhibit 20 hereto.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits.

   20.       Press release dated September 9, 1998.







                                   SIGNATURE



     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.



                           NEW GENERATION FOODS, INC.


                           By:  /s/Jerome S. Flum
                                Name:  Jerome S. Flum
                                Title: Chairman of the Board and
                                       Principal Financial Officer




DATE:  September 24, 1998


                                  EXHIBIT LIST


Exhibit
Number

20.       Press Release dated September 9, 1998.

EX-20

                                             EXHIBIT 20
               [LOGO]

                                  NEWS RELEASE
AT NEW GENERATION FOODS, INC.
Jerry Flum
Chairman & CEO
(516)327-2400 ext. 224


FOR IMMEDIATE RELEASE

                         NEW GENERATION FOODS SECURES OPTION TO BUY CREDITRISK
                                      MONITOR'S INTERNET SERVICE

Lake Success, New York, September 9, 1998 --- New Generation Foods, Inc. (OTCBB:
NGNF)  announced  that it has entered  into an option  agreement to purchase the
assets of the CreditRisk  Monitor (CRM) credit  information  service from Market
Guide Inc. (Nasdaq:  MARG). CRM  (creditriskmonitor.com)  is the only real-time,
interactive, Internet-based service, targeted at corporate credit personnel.

Jerry Flum, Chairman and CEO of New Generation Foods, commented,  "CRM currently
has over 300 customers,  most of whom are major corporations,  and should finish
calendar  1998 with over 400  customers.  CRM's  service is sold on a  renewable
yearly  subscription basis, which generates a stable recurring income stream. In
addition,  the Company  believes that CRM's revenue may be counter cyclical to a
significant  extent since the  importance of assessing  credit risk increases if
economic growth slows or declines.  The Company believes that CRM's cash revenue
should  be  approximately  $1.2  million  and $2.5  million  for 1998 and  1999,
respectively.  If the option is  exercised,  the Company  believes that CRM will
have  positive  cash flow in 2000 and that cash flow will be  sufficient to meet
the balance of the purchase price due and to fund future  working  capital needs
thereafter."

If the option is exercised,  the purchase price of approximately $2.5 million is
payable as follows:  An initial  payment of $1.5  million  less  adjustments  by
January 31, 1999,  and the balance in equal monthly  installments,  beginning in
July 2001 and ending in June 2003.  Exercise of the option is at the  discretion
of New  Generation  Foods,  and is  dependent,  in large part,  on the Company's
ability to raise  financing  of  approximately  $2.5 million to fund the initial
payment and CRM's working capital  requirement.  New Generation Foods emphasized
that there can be no assurance that it will conclude the transaction.

New Generation Foods is a non-operating  corporation with approximately  $75,000
of assets and $45,000 of liabilities,  and, as previously reported, an aggregate
of $16.0 million of tax loss carryforwards (expiring in varying amounts annually
though 2017). The Company's  capitalization consists of 399,830 shares of common
stock and 1,100,000 shares of preferred stock, convertible into 3,599,000 common
shares,  or a total of approximately 4 million shares of common stock on a fully
diluted basis.

Safe Harbor  Statement:  Certain  statements  in this press  release,  including
statements  prefaced  by  the  words  "anticipates",   "estimates",  "believes",
"expects" or words of similar meaning, constitute  "forward-looking  statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward- looking statements involve known and unknown risks, uncertainties
and  other  factors  which  may  cause  the  actual   results,   performance  or
achievements of the Company to be materially  different from any future results,
performance  or  achievements  expressed  or  implied  by  such  forward-looking
statements.