Washington, D.C.  20549

                                                   SCHEDULE 13D
                                     Under the Securities Exchange Act of 1934
                                                (Amendment No. 22)

                                            NEW GENERATION FOODS, INC.
                                                 (Name of Issuer)

                                           COMMON STOCK, $0.01 PAR VALUE
                                          (Title of Class of Securities)

                                                    644463-101
                                                  (CUSIP Number)

    DAVID I. SCHAFFER, ESQ., MELTZER, LIPPE, GOLDSTEIN, WOLF & SCHLISSEL, P.C.,
               190 WILLIS AVENUE, MINEOLA, NEW YORK 11501 (516) 747-0300
                             (Name, Address and Telephone Number of
                     Person Authorized to Receive Notices and Communications)

                                January 19, 1999
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box. [ ]

Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  13d-1(a) for other  parties to whom copies are to be
sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act

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(however,  see the Notes).

Response to Question 1:           Jerome S. Flum
Response to Question 2:           N/A
Response to Question 3:           SEC USE ONLY
Response to Question 4:           N/A
Response to Question 5:           N/A
Response to Question 6:           U.S.A.
Response to Question 7:           3,910,353 (including the shares of Common
                                  Stock issuable upon conversion of the Senior
                                  Preferred Stock - see Item 5)
Response to Question 8:           0
Response to Question 9:           3,910,353 (including the shares of Common
                                  Stock issuable upon conversion of the Senior
                                  Preferred Stock - see Item 5)
Response to Question 10:          0
Response to Question 11:          3,910,353 (including the shares of Common
                                  Stock issuable upon conversion of the Senior
                                  Preferred Stock - see Item 5)
Response to Question 12:          N/A 
Response to Question 13:          73.8%(including the shares of Common Stock 
                                  issuable upon conversion of the Senior
                                  Preferred Stock - see Item  5)
Response to Question 14:          IN

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Response to Question 1:           Flum Partners EIN#
Response to Question 2:           N/A
Response to Question 3:           SEC USE ONLY
Response to Question 4:           Working Capital
Response to Question 5:           N/A
Response to Question 6:           New York
Response to Question 7:           3,797,128 (including the shares of Common
                                  Stock issuable upon conversion of the Senior
                                  Preferred Stock - see Item 5) 
response to Question 8:           3,797,128 (including the shares of Common
                                  Stock issuable upon conversion of the Senior 
                                  Preferred Stock - see Item 5)
Response to Question 9:           0
Response to Question 10:          0
Response to Question 11:          3,797,128 (including the shares of Common
                                  Stock issuable upon conversion of the Senior
                                  Preferred Stock - see Item 5)
Response to Question 12:          N/A
Response to Question 13:          71.6%(including the shares of Common Stock
                                  issuable upon conversion of the Senior
                                  Preferred Stock is convertible - see Item 5)
Response to Question 14:          PN

Item 1.           Security and Issuer.

This statement relates to Common Stock, $.01 par value, of New Generation Foods,
Inc. (the "Company").

Item 3.           Source and Amount of Funds or Other Consideration.

                  See Item 5.

Item 4.           Purpose of Transaction.

                  See Item 5.

Item 5.           Interest in Securities of the Issuer.

         In August  1998,  the  Company  acquired an option  (the  "Option")  to
purchase  the assets of the  Credit  Risk  Monitor  credit  information  service
("CRM"),  for a purchase price of  approximately  $2.4 Million.  Exercise of the
Option was at the sole  discretion  of the  Company and was  conditioned,  among
other things,  on the Company's  ability to raise  financing to fund the initial
payment of the purchase price and CRM's working capital requirements.

         On December 29, 1998, the Company  exercised the Option and, on January
19, 1999, the Company  completed a private  placement of 1,300,000 shares of its
Common Stock to approximately

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25  "accredited  investors"  at a purchase  price of $2.50 per share,  for gross
proceeds of $3.25 Million, and closed the purchase of CRM as of such date.

         In anticipation  of the exercise of the Option,  in November 1998, Flum
Partners  made loans to the Company  totalling  $10,000  and,  in  consideration
thereof,  the Company  agreed to issue to Flum  Partners  2,000 shares of Common
Stock.

          As a participant  in the private  placement,  Flum Partners  purchased
160,000 shares of Common Stock.

         In addition,  as a condition to the private  placement,  Flum  Partners
agreed to convert all of its  1,100,000  shares of Senior  Preferred  Stock into
3,598,299  shares  of Common  Stock on or prior to the  closing  of the  private
placement. This conversion was effected as of January 19, 1999.

         As of the date  hereof,  Jerome S. Flum has the sole  power to vote and
the sole power to dispose of 113,225 shares of Common Stock.  Flum Partners,  of
which Mr. Flum is the sole  general  partner,  owns  3,797,128  shares of Common
Stock after  giving  effect to the  issuance of 2,000  shares,  the  purchase of
160,000  shares  in the  private  placement  and the  conversion  of the  Senior
Preferred  Stock,  all  as  described  above,  or  approximately  71.6%  of  the
outstanding  shares of Common Stock,  computed  pursuant to Rule 13d-3(d)(i) and
the note thereto,  and based on the number of shares of Common Stock reported by
the Company and the Form 10-QSB  outstanding  as of November 30, 1998,  plus the
additional  shares  issued to Flum Partners and sold to Flum Partners and others
in the private placement. As sole general partner of Flum Partners, Mr. Flum has
the sole  power to vote and sole power to  dispose  of the  3,797,128  shares of
Common  Stock.  Accordingly,  Mr.  Flum  beneficially  owns,  in the  aggregate,
3,910,353  shares of Common Stock,  or  approximately  73.8% of the  outstanding
shares of Common  Stock,  computed  pursuant  to Rule  13d-3(d)(1)  and the note
thereto,  and based on the  number of shares  of Common  Stock  reported  by the
Company  in the Form  10-QSB  outstanding  as of  November  30,  1998,  plus the
additional  shares  issued to Flum Partners and sold to Flum Partners and others
in the private placement. The 3,910,353 shares of Common Stock, or approximately
73.8% of the outstanding shares of Common Stock, may also be deemed to be owned,
beneficially  and  collectively,  by Flum  Partners and Mr. Flum,  as a "group",
within the meaning of Section 13(d)(3) of the Act.

Item 7.      Material to be Filed as Exhibits.

Exhibit No.     Description of Exhibit

1.  Subscription  Agreement for 130,000  shares of Common Stock executed by Flum
Partners;  2.  Purchase  Agreement  dated as of December  29,  1998  between the
Company and Market Guide, Inc.
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                                   Signature.

         After  reasonable  inquiry and to the best of our knowledge and belief,
the  undersigned  certifies that the  information set forth in this statement is
true, complete and correct.

Dated: February 12, 1999



                               /s/ Jerome S. Flum
                                 Jerome S. Flum


                               FLUM PARTNERS, L.P.

                               By:  /s/Jerome S. Flum
                                    Jerome S. Flum, General Partner





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