UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
[ ] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-QSB
For Period Ended: September 30, 1997 SEC FILE NUMBER 0 -11734
------------------- CUSIP NUMBER 169374105
[ ] Transition Report on Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-QSB
[ ] Transition Report on Form N-SAR
For Transition Period Ended:___________________________
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Entire Form 10-QSB
Part I - Registrant Information
Full Name of Registrant China Food and Beverage Company
Former Name if Applicable N/A
Address of Principal Executive Office:
82-66 Austin Street
Kew Gardens, New York 11415
Part II--RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b) the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-KSB, Form 2-F, 11-F, or Form N-SAR, or
portion thereof will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-QSB, or
portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
<PAGE>
Part III - Narrative
State below in reasonable detail the reasons why form 10-KSB, 11-K,
20-F, 10-QSB or N-SAR or portion thereof could not be filed within the
prescribed time period.
During the third quarter of 1997, the Company obtained
approximately $102,898 in capital from foreign investors. The
Company initially intended to issue shares of its common stock
in exchange for the cash received. However, subsequent to the
third quarter, disputes arose between the Company and the
foreign entities which contributed the $102,898 concerning the
manner in which the stock was to be issued. The Company is
currently negotiating with the foreign investors toward a
settlement of this dispute. Currently, the Company is not
certain whether stock will be issued in exchange for the cash
received or whether the Company will treat the capital as debt
financing and execute promissory notes in exchange for the
capital. This uncertainty has delayed the preparation of the
Company's financial statements for the third quarter.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
James Tilton President (718) 847-1531
(Name) (Title) (Telephone Number)
(2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of
the Investment Company Act of 1940 during the 12 months or for
such shorter period that the registrant was required to file
such report(s) been filed? If the answer if no, identify
report(s).
(X ) Yes ( ) No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
( X ) Yes ( ) No
If so, attach an explanation of the anticipated change, both
narrative and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made - Corporate offices and management changes.
The Company expects its record revenues for the third quarter
of 1997 to be significantly reduced from the same quarter
1996. The reduction is largely attributable to the Company's
consolidated subsidiary, Kohl, filing bankruptcy in November
1996. Kohl's assets were sold during the second quarter of
1997.
China Food & Beverage Company
(Name of Registrant as specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 17, 1997 By:/s/James Tilton
Name: James Tilton
Title: President
