SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported)........ November 6, 1998
CHINA FOOD & BEVERAGE COMPANY
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(Exact name of registrant as specified in its charter)
NEVADA 0-11734 87-0548148
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Indentification No.)
8 West 38th Street, 9th Floor, New York, NY 10018
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(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (212) 398-7833
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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As of November 6, 1998, the Company's acquisition of 100% of the issued
and outstanding stock of American China Development Corporation, a Bahamian
corporation, from Dizon Investments Limited was rescinded. The purchase price
received by the Seller was returned to the Company and the Agreement was made
null and void.
ITEM 7. EXHIBITS
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Recision Agreement between China Food & Beverage Company and Dizon
Investments Limited.
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SIGNATURES
Pursuant to the requirements 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 thereunto duly authorized.
Date: November 16, 1998
CHINA FOOD & BEVERAGE COMPANY
(Registrant)
By:/s/ James Tilton
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James Tilton, President
AGREEMENT
Agreement, made this 6th day of November, 1998 by and between China
Food & Beverage Company, (f/k/a Omap Holdings Incorporated) a Nevada corporation
(hereinafter "CHIF") and Dizon Investments Limited, a British Virgin Islands
corporation, (hereinafter "DIZON");
WHEREAS, CHIF and DIZON on March 15, 1997 entered into a certain
agreement a copy of which is annexed hereto as Exhibit A (the "Agreement");
WHEREAS, CHIF and DIZON wish to cancel and make null and void the
Agreement and place the parties status quo ante.
NOW, THEREFORE, in consideration of the premises and promises contained
herein the signatory parties agree hereto as follows:
1. The Agreement is by this document declared null and void and of no
force and effect.
2. By virtue of paragraph 1 above, DIZON shall forthwith return to CHIF
20,000,000 pre-reverse shares of CHIF restricted common stock issued to DIZON
per the Agreement.
3. By virtue of paragraph 1 above, DIZON shall forthwith return to CHIF
all incidents of ownership in American China Development Corporation common
stock and any licenses received pursuant to the Agreement.
4. All expenses of unwinding the Agreement pursuant to paragraph 1
hereof shall be borne by the respective parties.
5. This Agreement shall be construed under the laws of the State of New
York.
6. This Agreement may be signed in one or more counterparts. IN WITNESS
WHEREOF, the parties have set their hands and seal the first day, month
and year above written.
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CHINA FOOD & BEVERAGE COMPANY
By:/s/ James Tilton
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James Tilton, President
DIZON INVESTMENTS LIMITED
By:/s/ Joyce Fayle
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Joyce Fayle, Director
