CHINA FOOD & BEVERAGE CO
8-K, 1997-12-31
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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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): December 19, 1997



                          China Food & Beverage Company
                 ----------------------------------------------
             (Exact name of registrant as specified in its charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                  0-11734                                 87-0548148
         (Commission File Number)           (IRS Employer Identification Number)

                   82-66 Austin Street, Kew Gardens, NY 11415
          (Address of principal executive offices, including zip code)

                                 (718) 847-1531
              (Registrant's telephone number, including area code)




<PAGE>
ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         On December  19, 1997,  the Company  entered into a Letter of Intent to
acquire one hundred percent (100%) of Victoria Beverage Company Limited, as Isle
of Man  corporation.  Victoria  Beverage  Company  Limited is the owner of sixty
percent (60%) of Sui Ning Beer Factory located in the Szechuan Province Peoples'
Republic of China.

         Pursuant to the Letter of Intent,  the Company will  purchase  Victoria
Beverage  Company  Limited for  $15,000,000 of the Company's  restricted  shares
which number of shares will be  determined by dividing the high bid price of the
Company's stock on the closing date into 15,000,000.

         It is probable  that the owners of Victoria  Beverage  Company  Limited
will become the largest single  stockholders  in the Company and will be capable
of determining the Company's future business and policies.




<PAGE>
                                   SIGNATURES

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


Date: December 23, 1997

                                            CHINA FOOD & BEVERAGE COMPANY
                                            (Registrant)


                                            By: /s/ James Tilton
                                            James Tilton, President


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