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) December 31, 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)






             10850 Perry Way, Ste. 203, Wexford, Pennsylvania, 15090
             -------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number including area code: (412) 980-6380




                                Page 1 of 4 Pages
                             Exhibit Index on Page 3



ITEM 5.  OTHER EVENTS

                               RECENT DEVELOPMENTS

                           CIGAR PRODUCTION AND SALES

DISTRIBUTION RIGHTS

         Krantor,   through   one  of  its  wholly   owned   subsidiaries   (the
"Affiliate")'   entered  into  an  exclusive   distributorship   agreement  (the
"Distribution  Agreement") with Fabrica De Tabaco Valle Dorado,  SA, a Dominican
Republic  Corporation,)  (the "DR Company") dated December 31, 1997 for the sale
and distribution of premium cigars manufactured in and from tobacco grown in the
Dominican  Republic.  As a benefit of such agreement,  the Affiliate will retain
50% of the profits  from the sale of the cigars and will have  discretion  as to
marketing  strategies.  The DR Company owns and/or  exclusively  leases,  for at
least the period of the  Distribution  Agreement,  sufficient  land and  factory
facilities  in the  Dominican  Republic  capable of producing  premium hand made
cigars at a capacity of at least 500,000 cigars per month.  The Affiliate  shall
have the  right  to sell the  premium  cigars  under  the  several  brand  names
developed  to  date by the DR  Company,  as well  as the  right  to sell  brands
developed  by the  Affiliate  to fit  market  niches  which it may  locate.  The
Distribution  Agreement is for a term of twenty-five  years with an option for a
second  twenty-five  years, for worldwide  distribution to locations directed by
the Affiliate.  The DR Company, which has shipped over one million cigars to the
United States since January 1, 1997,  has present  tobacco  inventory on hand to
produce  approximately 3.5 million cigars.  The cigars presently marketed by the
DR Company  range from hand made short  fillers that retail around $2.00 each to
premium  hand made long filler  cigars that retail as high as $6.00 each.  Under
the terms of the  Distribution  Agreement the Affiliate is to pay the DR Company
for the cigars at cost and to split the profit  derived  from their  resale.  In
addition,  the Affiliate is to advance the costs needed for the sale, promotion,
marketing,  advertising,  shipping to customers and all  applicable  taxes,  and
would be  responsible  for  exhibition  of the  goods at trade  shows  and other
advertising  shows  and  publicity  vehicles,  all of  which  expenses  would be
deducted as costs, together with other costs of goods, including but not limited
to delivery expenses, distribution, selling, marketing, tobacco taxes and excise
taxes,  before  arriving at the "profit" to be split.  Management of the Company
believes  that  the  Company's   historical  inroads  into  the  consumer  goods
distribution network will provide advantageous opportunity for establishment and
enhancement of distribution channels for the cigars. There can be, of course, no
assurance that the Affiliate will be successful in marketing cigars.


                                   FACILITIES


         The Company has  relocated  its  principal  offices to 10850 Perry Way,
Suite 203, Wexford, Pennsylvania,  (412) 980-6380 near Pittsburgh,  Pennsylvania
and has arranged for  warehousing,  where necessary,  on a contract basis.  Such
facility  change  was  accomplished  because  of  the  lesser  need  for  larger
facilities  in the  wake of the  Company's  entering  into  its  distributorship
arrangement  with  its  Chinese  trading  partner,   the  latter  company  being
responsible for purchasing,



financing,  shipping and handling of goods  distributed for them by the Company.
The new  principal  offices for the Company were  established  in  Pennsylvania,
closer to the domicile of  Krantor's  president,  Henry  Platek,  which  offices
continue to be used  principally as a contact point and are fully  accessible by
modern telecommunications.

                     RECENT SALES OF UNREGISTERED SECURITIES

         In  December  1997 the  Company  closed  on a  private  placement  (the
"Placement")  offering  of  securities  under  Regulation  D  Rule  506  of  the
Securities  Act of 1933, as amended,  and received in gross  proceeds  therefrom
$700,000  (before  payment  of  expenses  associated  with such  offering).  The
Placement consisted of the offer and sale of (i) $700,000 of three year term 10%
subordinated convertible debentures convertible into common stock of the Company
at a  conversion  price  of 70% of the  average  current  market  price  for the
Company's  common  stock  on  the  five  trading  days  preceding  the  date  of
conversion, and (ii) 350,000 three year term common stock purchase warrants each
exercisable for one share of the Company's  common stock at an exercise price of
$1.10 per share. The Placement was sold totally to accredited investors with the
assistance of Baytree  Associates  Inc., 40 Wall Street,  New York,  NY, to whom
25,000  shares of common  stock of the Company and a five year term common stock
purchase warrant to purchase 70,000 shares at $1.10 per share were issued as and
for a placement  fee.  Registration  rights were provided to all holders of such
securities and none of such  securities have been  converted/exercised  to date,
although  the Company  has issued  1,228,000  shares of its common  stock to the
holders  of  such   securities   in  escrow   (the   "Escrow   Stock")   pending
conversion/exercise  with any  balance of such  Escrow  Stock not  necessary  to
satisfy such  conversion/exercise  subject to  redemption by the Company at such
stock's par value.

            REDEMPTION OF PREFERRED STOCK AND SETTLEMENT ON DIVIDENDS

         In December  1997, the Company,  by agreement with the holder  thereof,
redeemed all of its outstanding  Preferred Stock and reached agreement regarding
settlement on  outstanding  accrued  dividends  thereon,  issuing to such holder
400,000 shares of unlegended common stock (as and for redemption), and an option
(the "Option") to purchase  500,000  additional  shares of legended common stock
exerciseable  at $1.00 per share,  together  with  payment of $350,000  from the
Company to the holder (as settlement on accrued dividends).  The Option does not
vest until the  Company has reached a pre-tax  profit of  $1,000,000  and if and
when vested shall be for a five year term.  The Preferred  Stock was  thereafter
re-issued to an affiliate of the Company in  recognition  of services  rendered,
but dividends  associated  with such stock have been waived and there will be no
acceptance of redemption thereof unless same is done with the written consent of
the  Company's  full Board of  Directors,  such  alteration  in the terms of the
Preferred Stock being agreeable to the new holder evidenced by written agreement
reached with the Company.

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

No financial statements or exhibits are being provided herewith.



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on his  behalf by the
undersigned hereunto duly authorized.

                                       KRANTOR CORPORATION




                                       By: /s/ Mitchell Gerstein, Vice Pres.
                                          ----------------------------------
                                               Mitchell Gerstein, Vice Pres.


Dated:  January 27, 1998