CHINA FOOD & BEVERAGE CO
8-K, 1998-02-13
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)........ January 30, 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.)

                82-66 Austin Street, Kew Gardens, New York 11415
              (Address of principal executive offices and Zip Code)

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

<PAGE>

      ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

      On January 30, 1998,  the Company  entered  into an agreement  pursuant to
which it  acquired  100% of  Victoria  Beverage  Company  Limited  ("Victoria").
Victoria  owns a 60% interest in the Sui Ning Beer  Factory  located in Szechuan
Province, Peoples Republic of China.

      The  purchase  price was a  $15,000,000  debenture  issued in favor of the
shareholders of Victoria payable interest only at 6.25% per annum  semi-annually
commencing 18 months from the date of the agreement and the principal  payable 5
years  from such date.  The  debenture  is  convertible  18 months  from date of
agreement at $5.00 per share of the Company's common stock.

      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: February 11, 1998

                                             CHINA FOOD & BEVERAGE COMPANY
                                             (Registrant)

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




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