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) February 10, 1997

                              KRANTOR CORPORATION


Delaware                        0-19409                   22-2993066
- --------                        -------                   ----------
(State or other                (Commission             (I.R.S. Employer
jurisdiction of                File Number             identification no.)
incorporation or
organization)


               120 East Industry Court, Deer Park, New York    11729
- --------------------------------------------------------------------------------
               (Address of principal executive offices)      (Zip Code)


       Registrant's telephone number including area code: (516) 586-7500



                               Page 1 of 18 Pages
                             Exhibit Index on Page 5






ITEM 9.  SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S

On February 10, 1997 the Registrant  accepted a subscription  from and agreed to
issue to Beihai Tenda Seafood Ltd. ("Subscriber"), a corporation organized under
the laws of PRC China  Republic and  domiciled  there,  1,000,000  shares of its
common stock (the "Shares") pursuant to exemption from registration  afforded by
Regulation S as promulgated by the Securities and Exchange  Commission under the
Securities Act of 1933, as amended.  The  consideration  given by the Subscriber
for the  issuance  to it of the Shares was the  delivery to the  Registrant  for
resale of 100,000 pounds of Loligo squid 75/25  tube/tentacles  no less than 3/5
and 5/8 inch packed  under TENDA brand 2.5 lbs by 20 trays (50 lb.  case) valued
at $125,000 US (the "Goods")  (see  subscription  agreement  and purchase  order
(collectively  the  "Subscription  Agreement")  included  herewith as exhibits.)
Delivery of such goods is expected on or about March 31, 1997. Authorization for
Issuance  of the Stock has been sent to the  Registrant's  transfer  agent.  The
Stock is expected to be forwarded to the  Subscriber  Off shore upon delivery of
the Goods without  restrictive  legend,  the requisite  holding periods provided
under  Regulation  S expecting  to be met at such time,  and the issuance of the
Stock being conditioned and provided upon the representations made by Subscriber
in  the  Subscription  Agreement.  There  was  no  underwriter  involved  in the
described transaction.

ITEM 7.  FINANCIAL STATEMENTS PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

No financial statements are being provided herewith.  The following exhibits are
included herewith:

10.  Subscription  Agreement (with attending  purchase order) between Registrant
and Subscriber dated February 10, 1997.


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                                   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.



                                              KRANTOR CORPORATION



                                       by:/s/ Mitchell Gerstein, Vice President
                                          -------------------------------------
                                              Mitchell Gerstein, Vice Pres.

Dated: February 10, 1997

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                                                        Registration No. 0-19409







                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                              --------------------

                                    FORM 8-K

                              --------------------

                               KRANTOR CORPORATION
                 (Exact name of Company as specified in charter)




                                    EXHIBITS

                                       -4-






                                  EXHIBIT INDEX



No.       Exhibit                                                       Pg.


10.       Subscription Agreement (with attending purchase               6
          order) between Registrant and Subscriber dated
          February 10, 1997.

                                       -5-