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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                Form 10-KSB/A-1
                ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934 
                    For the fiscal year ended May 31, 1997
                      Commission file number 33-67658-NY

                          ROYAL CANADIAN FOODS CORP.
                (Name of small business issuer in its charter)

          Delaware                                         13-3729739
(State or other Jurisdiction of                 (I.R.S. Employer Identification
incorporation or organization)                                 No.)

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

                   Issuer's telephone number: (212) 980-4131

                   Securities registered under Section 12(b)
                           of the Exchange Act: NONE

                   Securities registered under Section 12(g)
                           of the Exchange Act: NONE

         Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

                  Yes / /                        No /X/

                  Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form 10-KSB. /X/

                          State issuer's revenues for
                    its most recent fiscal year: $3,326,285

                  State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days:  $3,687,523 as of March 20, 1998.

                  (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

        State the number of shares outstanding of each of the issuer's
         classes of common equity, as of the latest practicable date:

                       2,993,915 shares of Common Stock

                      DOCUMENTS INCORPORATED BY REFERENCE
                                     None.

Transitional Small Business Disclosure Format:
          Yes / /             No /X/

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                                  SIGNATURES

                  In accordance with Section 13 or 15(d) of the Exchange Act,
the Registrant caused this amendment to report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                    Royal Canadian Foods Corp.

                                    By:  /s/ Sheldon Golumbia
                                       ---------------------------
                                       Sheldon Golumbia, President
                                       July 1, 1998

           In accordance with the Exchange Act, this amendment to report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

SIGNATURES                       TITLE                                 DATE

 /s/ Sheldon Golumbia     President, Treasurer,                    July 1, 1998
-----------------------   Principal Executive
  Sheldon Golumbia        Officer, Principal
                          Financial Officer,
                          Principal Accounting
                          Officer and Director

 /s/ Beatrice Puja        Vice President-Operations,               July 1, 1998
-----------------------   Secretary and Director
Beatrice Puja          


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                               INDEX TO EXHIBITS


Exhibit No.                   Description
-----------                   -----------
  3.1             Articles of Incorporation(1)
  3.2             By-Laws(1)
 10.1             Hudson Street Lease(1)
 10.2             Second Avenue Lease(1)
 10.3             Broadway Lease(1)
 10.4             Third Avenue Lease(2)
 10.5             Promissory Note(1)
 10.6             Letter Agreement Regarding Loans(1)
 10.7             Employment Agreement of Sheldon Golumbia(1)
 10.8             Employment Agreement of Beatrice Puja(1)
 10.9             Note Extension(3)
 10.10            Note Extension dated August 22, 1995(4)
 10.11            $300,000 Loan Agreement(4)
 10.12            $150,000 Promissory Note(4)
 10.13            Note Extension Dated as of May 31, 1996(5) 
 10.14            Modification of $300,000 Loan Agreement(5) 
 10.15            Limited Liability Agreement of Prairie Foods, LLC(5)
 10.16            Prairie Foods Pancake Restaurant Lease(6)
 10.17            Miami Beach Womlett Restaurant Lease(6)
 10.18            Coconut Grove, Florida Pancake Restaurant Lease(6)
 10.19            $100,000 Promissory Note dated February 7, 1996(6)
 10.20            $25,000 Promissory Note dated March 1, 1996(6)
 10.21            Second Modification of $300,000 Loan Agreement(6)
 10.22            Second Note Extension dated as of May 31, 1997(6)
 10.23            $50,000 Promissory Note dated June 5, 1996(6)
 10.24            $50,000 Promissory Note dated June 26, 1998(6)
 10.25            $100,000 Promissory Note dated September 16, 1996(6)
 10.26            $70,000 Promissory Note dated March 13, 1997(6)
 10.27            Extension Agreement for $270,000 of loans (evidenced by 
                  Notes contained in Exhibits 10.23, 10.24, 10.25 and 10.26)(6)
 10.28            $30,000 Promissory Note dated June 19, 1997(6)
 10.29            $25,000 Promissory Note dated July 14, 1997(6)
 10.30            $50,000 Promissory Note dated September 4, 1997(6)
 10.31            $20,000 Promissory Note dated September 8, 1997(6)
 10.32            $20,000 Promissory Note dated September 12, 1997(6)
 10.33            $20,000 Promissory Note dated September 17, 1997(6)
 10.34            $50,000 Promissory Note dated September 22, 

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                  1997(6)
 10.35            $30,000 Promissory Note dated October 14, 1997(6)
 10.36            $110,000 Promissory Note dated March 11, 1998(6)
 10.37            $70,000 Promissory Note dated March 25, 1997(6)
 10.38            $48,220 Promissory Note dated April 18, 1997(6)
 10.39            $59,780 Promissory Note dated May 13, 1997(6)
 10.40            $178,000 Loan to Equity Conversion Agreement dated June 9, 
                  1997(6)
 10.41            $21,760 Promissory Note dated April 18, 1997(6)
 10.42            $21,760 Loan to Equity Conversion Agreement dated June 9, 
                  1997(6)
 10.43            $38,000 Promissory Note dated November 13, 1997(6)
 10.44            $50,000 Promissory Note dated December 19, 1997(6)
 10.45            $20,000 Promissory Note dated January 26, 1998(6)
 10.46            $100,000 Promissory Note dated February 23, 1998(6)
 21               List of Subsidiaries(6)
 27               Financial Data Schedule(7)

-----------------
(1) Incorporated by reference from an Exhibit of the same Exhibit number to
Registrant's Registration Statement No. 33-67658-NY on Form SB-2.

(2) Incorporated by reference from Exhibit 10 of a Current Report filed on Form
8-K dated February 7, 1994.

(3) Incorporated by reference from an Exhibit of the same Exhibit number to
Registrant's Annual Report on Form 10-KSB for the year ended May 31, 1994.

(4) Incorporated by reference from an Exhibit of the same Exhibit number to
Registrant's Annual Report on Form 10-KSB for the year ended May 31, 1995.

(5) Incorporated by reference from an Exhibit of the same Exhibit number to
Registrant's Annual Report on Form 10-KSB for the year ended May 31, 1996.

(6) Filed as an Exhibit with the original filing of the Registrant's Annual
Report on Form 10-KSB for the year ended May 31, 1997.

(7) Filed herewith.