CHINA FOOD & BEVERAGE CO
8-K, 1998-05-07
INVESTORS, NEC
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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 Act of 1934

Date of Report (Date of earliest event reported)........ April 27, 1998

                         CHINA FOOD & BEVERAGE COMPANY
             (Exact name of registrant as specified in its charter)

           NEVADA                        0-11734                 87-0548148
(State or other jurisdiction of        (Commission            (I.R.S. Employer 
 incorporation or organization)          File No.)           Identification No.)

               8 West 38th Street, 9th Floor, New York, NY 10018
             (Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code:       (212)  398-7833

<PAGE>

     ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

      On April 27, 1998, the Company entered into an agreement pursuant to which
it acquired 100% of Victoria  Beverage  Company Limited  ("Victoria").  Victoria
owns a 55% interest in Anhui  Haodung  Brewery Co., Ltd.  located in Anhui,  the
Peoples' Republic of China.

      The  purchase  price was a  $21,000,000  debenture  issued in favor of the
shareholders  of Victoria.  The  debenture  is for a term of five years  bearing
interest only at 8% per annum payable on the yearly  anniversary of the issuance
of the  debenture.  The debenture is convertible at any time during its term, at
the option of the Company only,  into shares of common stock of the Company at a
conversion price of five dollars per share.

      If the debenture is converted into the Company's common stock,  Victoria's
former shareholders will become the Company's largest shareholder and be capable
of determining the Company's future business and policy.

<PAGE>

                                   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: May 6, 1998

                                         CHINA FOOD & BEVERAGE COMPANY
                                          (Registrant)

                                         By: /s/ James Tilton
                                             -----------------------------------
                                                  James Tilton, President



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