ROYAL CANADIAN FOODS CORP
8-K, 1997-02-14
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                      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): January 30, 1997

                          ROYAL CANADIAN FOODS CORP.
            (Exact name of Registrant as specified in its charter)

Delaware                      33-67658-NY              13-3729739
(State or other jurisdic-     (Commission              (IRS Employer
tion of incorporation)        file number)             Identification No.)

1004 Second Avenue, New York, NY                       10022
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code: (212) 980-4131

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Item 9. Sales of Equity Securities Pursuant to Regulation S

On January 30, 1997, the Registrant sold 34,991 shares of its Common 
Stock (the "Stock") for $69,982.00 to Mark Schmerling.  There were no 
underwriting commissions or discounts in connection with the sale of the Stock.
The Stock was sold in reliance upon Regulation S of the Securities Act of 1933,
as amended, based upon the purchaser not being a "U.S. person" as that term is 
defined in Regulation S.

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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.

                                          ROYAL CANADIAN FOODS CORP.

Dated: February 14, 1997                  By:  /s/ Sheldon Golumbia
                                               ----------------------------
                                               Sheldon Golumbia, President

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