**U.
        S. SECURITIES AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 
 **FORM
        10-QSB**
 
 **[
        X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE**
 **SECURITIES
        EXCHANGE ACT OF 1934**
 
 For
        the
        quarterly period ended November 30, 2005
 
 Commission
        file number 0
        -
        30276
  **CONTINENTAL
        BEVERAGE AND NUTRITION, INC.**
 **(Exact
        name of small business issuer as specified in its charter)**
  **Delaware**
              
              **90-0143954****(State
                  or other jurisdiction
                  of**
              
              **(IRS
                  Employer****incorporation
                  or
                  organization)**
              
              **Identification
                  Number)**
  **100
        Quentin Roosevelt Blvd., Suite 403, Garden City, New York,
        11530**
 (Address
        of principal executive offices)
  **(516)
        222-0100**
 (Issuer’s
        Telephone Number)
  Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days. Yes x No o
  As
        of
        December 27, 2005, 25,252,423 shares of common stock were
        outstanding.
 
 
 1
 
 **CONTINENTAL
        BEVERAGE AND NUTRITION, INC.**
 **FORM
        10 -QSB**
 **QUARTER
        ENDED NOVEMBER 30, 2005**
  
 **TABLE OF CONTENTS****PAGE****Part I - Financial
                Information**Item
                  1-
                  Financial Statements.-
                  Balance Sheet as of November 30, 2005.
              3-
                  Statements of Operations for the three and ninemonths
                  ended November 30, 2005 and 2004.
              4-
                  Statements of Cash Flows for the three and ninemonths
                  ended November 30, 2005 and 2004.
              5-
                  Notes to Financial Statements.
              6-8Item
                  2 - Management’s Discussion and AnalysisOr
                  Plan of Operations.
              9**Part II - Other Information**Item
                  1 - Legal Proceedings.
              10Item
                  2 - Changes in Securities and Use of Proceeds.
              10Item
                  3 - Default upon Senior Securities.
              10Item
                  4 - Submission of Matters to a Vote of Security
                  Holders.
              10Item
                  5 - Other Information.
              10Item
                  6 - Exhibits and Reports on Form 8-K.
              10**Signatures**
              10
  2
 **CONTINENTAL
          BEVERAGE AND NUTRITION, INC.**
 **BALANCE
          SHEET**
 **AS
          OF NOVEMBER 30, 2005**
 
 **ASSETS**
 
 **Current
          Assets**
 Other
                    receivables
                
                $
                10,084Prepaid
                    expenses
                
                
                4,250Due
                    from related parties
                
                
                62,482Cash-Attorney’s
                    escrow
                
                
                25,881Deferred
                    financing costs
                
                
                38,332Loan
                    receivable officer
                
                
                29,407Total
                    Current Assets
                
                
                170,436Deposits
                
                
                603Total
                    Assets
                
                $
                171,039
 
 **LIABILITIES
          AND STOCKHOLDERS’ EQUITY (DEFICIT)**
 
 **Current
          Liabilities**
 Accounts
                    payable and accrued expenses
                
                $
                142,383Accrued
                    compensation
                
                
                728,770Debentures
                    payable
                
                
                46,350Loans
                    payable
                
                
                86,500Convertible
                    note payable
                
                
                400,000Loans
                    payable-preferred stockholder
                
                
                246,884Total
                    Current Liabilities
                
                
                1,650,887Stockholders’
                    EquityPreferred
                    Stock-Series A, par value $.0001Authorized,
                    1,000,000 shares, issued andOutstanding
                    -0- shares
                
                
                -Common
                    Stock, par value $.0001Authorized
                    100,000,000 shares, issued andOutstanding
                    25,252,423 shares
                
                
                2,514Paid
                    in capital
                
                
                1,726,781Retained
                    earnings (deficit)
                
                
                (3,209,143
                )Total
                    Stockholders’ Equity (Deficit)
                
                
                (1,479,848
                )Total
                    Liabilities and Stockholders’ Equity (Deficit)
                
                $
                171,039
 
 3
 **CONTINENTAL
          BEVERAGE AND NUTRITION, INC.**
 **STATEMENTS
          OF OPERATIONS**
 **FOR
          THE THREE AND NINE MONTHS ENDED NOVEMBER 30,2005 AND 2004**
  Nine
                    Months
                
                Three
                    Months2005
                
                2004
                
                2005
                
                2004Sales
                
                $
                -
                
                $
                64,327
                
                $
                -
                
                $
                -Cost
                    of sales
                
                
                -
                
                
                32,918
                
                
                -
                
                
                -Gross
                    Profit
                
                
                -
                
                
                31,409
                
                
                -
                
                
                -Operating
                    expensesSelling,
                    general and administrative
                
                
                106,710
                
                
                86,149
                
                
                32,869
                
                
                47,398Recovery
                    of bad debt expense
                
                
                (11,696
                )
                
                -
                
                
                (11,696
                )
                
                -Officers
                    compensation
                
                
                25,000
                
                
                75,000
                
                
                -
                
                
                25,000Professional
                    services
                
                
                46,495
                
                
                49,583
                
                
                7,350
                
                
                15,343Total
                    operating expenses
                
                
                166,509
                
                
                210,732
                
                
                28,523
                
                
                87,741Net
                    loss before other expensesand
                    extraordinary item
                
                
                (166,509
                )
                
                (179,323
                )
                
                (28,523
                )
                
                (87,741
                )Other
                    ExpensesInterest
                    expense
                
                
                535,084
                
                
                (15,807
                )
                
                12,890
                
                
                (6,712
                )Net
                    loss before extraordinary item
                
                
                (701,593
                )
                
                (195,130
                )
                
                (41,413
                )
                
                (94,453
                )Extraordinary
                    ItemGain
                    on forgiveness of debt
                
                
                3,278
                
                
                -
                
                
                -
                
                
                -Net
                    Loss
                
                $
                (698,315
                )
                $
                (195,130
                )
                $
                (41,413
                )
                $
                (94,453
                )Earnings
                    per common share and earningsper
                    common share assuming dilutionFrom
                    continuing operations
                
                $
                (.03
                )
                $
                (.01
                )
                $
                (.00
                )
                $
                (.00
                )Extraordinary
                    item
                
                
                .00
                
                
                .00
                
                
                .00
                
                
                .00Net
                    (loss) per common share
                
                $
                (.03
                )
                $
                (.01
                )
                $
                (.00
                )
                $
                (.00
                )Weighted
                    average common sharesoutstanding
                
                
                24,867,936
                
                
                21,085,193
                
                
                25,252,423
                
                
                21,085,193
 
 4
 **CONTINENTAL
          BEVERAGE AND NUTRITION, INC.**
 **STATEMENTS
          OF CASH FLOWS**
 **FOR
          THE NINE MONTHS ENDED NOVEMBER 30, 2005 AND 2004**
  **2005******
                
                **2004****CASH
                  FLOW FROM OPERATING
                  ACTIVITIES**Net
                    (loss)
                
                $
                (698,315
                )
                $
                (195,130
                )Adjustments
                    to reconcile net (loss) to netcash
                    flows from operating activitiesAmortization
                    of prepaid expenses
                
                
                28,395
                
                
                39,331Allowance
                    for doubtful accounts
                
                
                -
                
                
                15,000Amortization
                    of deferred financing costs
                
                
                59,168
                
                
                -Interest
                    expense-convertible debt beneficialconversion
                    feature
                
                
                500,000
                
                
                -Changes
                    in:Accounts
                    and other receivables
                
                
                33,995
                
                
                (45,931
                )Inventory
                
                
                -
                
                
                (20,000
                )Cash-Attorney’s
                    escrow
                
                
                (25,881
                )
                
                -Deferred
                    offering costs
                
                
                -
                
                
                (2,450
                )Accrued
                    compensation
                
                
                25,000
                
                
                75,000Advance
                    from customer
                
                
                -
                
                
                60,000Accounts
                    payable and accrued expenses
                
                
                (77,597
                )
                
                34,991Cash
                    flows (used for) operating activities
                
                
                (155,235
                )
                
                (34,289
                )**CASH
                    FLOWS FROM INVESTING ACTIVITIES**Due
                    from Officer
                
                
                (9,200
                )
                
                (20,207
                )Due
                    from related party
                
                
                (60,065
                )
                
                (48,013
                )Cash
                    flows (used for) investing activities
                
                
                (69,265
                )
                
                (68,220
                )**CASH
                    FLOWS FROM FINANCING ACTIVITIES**Loan
                    receivable
                
                
                -
                
                
                10,000Loan
                    payable - Preferred Stockholder
                
                
                -
                
                
                3,009Proceeds
                    from convertible note payable
                
                
                400,000
                
                
                -Deferred
                    financing costs
                
                
                (97,500
                )Repayment
                    of loans payable -other
                
                
                (113,500
                )
                
                -Proceeds
                    of loans payable -other
                
                
                35,500
                
                
                89,500Cash
                    flows provided by financing activities
                
                
                224,500
                
                
                102,509Net
                    increase (decrease) in cash
                
                
                -
                
                
                -Cash
                    balancesBeginning
                    of year
                
                
                -
                
                
                -End
                    of year
                
                $
                -
                
                $
                -**SUPPLEMENTAL
                    CASH FLOW STATEMENT DISCLOSURES**Non
                    cash transactions:2005
                
                
                2004Beneficial
                    conversion feature of Convertible debtadded
                    to additional paid in capital
                
                $
                500,000
                
                
                -
 5
 
 **CONTINENTAL
        BEVERAGE AND NUTRITION, INC.**
 **BALANCE
        SHEET**
 **AS
        OF NOVEMBER 30, 2005**
  **CONTINENTAL
        BEVERAGE AND NUTRITION, INC.**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 The
        following financial information is submitted in response to the requirements
        of
        Form 10-QSB and does not purport to be financial statements prepared in
        accordance with generally accepted accounting principles. Certain information
        and footnote disclosures normally included in financial statements prepared
        in
        accordance with generally accepted accounting principles have been condensed
        or
        omitted, although the Company believes the disclosures that are made are
        adequate to make the information presented not misleading. Further, in the
        opinion of management, the interim financial statements reflect fairly the
        financial position and results of operations for the periods
        indicated.
 
 It
        is
        suggested that these interim financial statements be read in conjunction
        with
        the financial statements and notes thereto included in the Company’s Form 10KSB
        containing the Company’s audited financial statements as of and for the year
        ended February 28, 2005 filed with the Securities and Exchange
        Commission.
 
 The
        results of operations for the nine months ended November 30, 2005 are not
        necessarily indicative of results to be expected for the entire fiscal year
        ending February 28, 2006.
 
 **NOTE
        1 - ORGANIZATION**
 
 Adirondack
        Pure Springs Mt. Water Co., Inc., a New York corporation, ("Adirondack")
        was
        organized on March 6, 1997. Adirondack was organized to extract, distribute
        and
        bottle its natural mountain and spring water from a stream and spring fed
        natural reservoir in the northeastern United States. On January 5, 2004
        Continental Beverage and Nutrition, Inc. was formed in Delaware with 101,000,000
        shares authorized, 1,000,000 preferred shares, par value $.0001 and 100,000,000
        common shares par value $.0001. On the same day, a plan of merger was agreed
        to
        between Adirondack’s majority shareholders and Continental Beverage and
        Nutrition, Inc. (the “Company” or “CB&N”) to exchange one share of
        Adirondack common and preferred shares for equivalent shares of CB&N with
        CB&N being the surviving company. The business to date has focused on still
        water and the value added water beverage segments of the bottled water
        market.
 
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Income
        taxes are computed using the asset and liability method of accounting, whereby
        deferred income taxes are determined based on differences between financial
        reporting and tax bases of assets and liabilities and are measured using
        the
        enacted tax rates that will be in effect when the differences
        reverse.
  Earnings
        per share. Basic earnings per share have been calculated based on the weighted
        average number of shares of common stock outstanding during the period. Diluted
        earnings per share is computed by dividing the net income by the weighted
        average number of common shares outstanding plus potential dilutive securities.
 
 Fair
        value financial statements. The Company’s carrying amount of financial
        statements which include cash, accounts receivable, bank notes payable, and
        accounts payable approximate fair value.
 
 Reclassifications.
        Certain reclassifications of prior year amounts were made to conform to the
        current year presentation. The reclassifications have no effect on the current
        year’s net loss.
 
 Estimates
        and assumptions. Preparing financial statements in conformity with generally
        accepted accounting principles requires management to make estimates and
        assumptions that affect the reported amounts of assets, liabilities, revenue
        and
        expenses at the balance sheet date and for the years then ended. Actual results
        could differ from these estimates.
 
 Revenue
        recognition. Revenue is recognized upon shipping of the merchandise and when
        the
        title passes to the customer.
 
 6
 **CONTINENTAL
        BEVERAGE AND NUTRITION, INC.**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 Accounts
        receivable. Accounts receivable consist of trade receivables recorded at
        original invoice amount, less an estimated allowance for uncollectible accounts.
        Trade credit is generally extended on a short-term basis; thus trade receivables
        do not bear interest, although a finance charge may be applied to receivables
        that are past due. Trade receivables are periodically evaluated for
        collectibility based upon past credit history with customers and their current
        financial condition. Changes in the estimated collectibility of trade
        receivables are recorded in the results of operations of the period in which
        the
        estimate is revised. Trade receivables that are deemed uncollectible are
        offset
        against the allowance for uncollectible accounts. The Company generally does
        not
        require collateral for trade receivables.
 
 **NOTE
        3 - LOANS PAYABLE**
 
 **Debentures
        Payable**
 The
        Company has debentures outstanding of $46,350 which were issued in 2000.
        The
        notes were for a period of 3 years with interest at 10% per annum, payable
        semiannually. The Company has not paid the interest on these notes and considers
        itself in technical default. No note holder has started an action against
        the
        Company at this time. The notes and accrued interest are convertible in common
        stock by the note holder at the rate of $.20 of outstanding liabilities for
        one
        share of common stock. Interest expense for the nine months ended November
        30,
        2005 and 2004 was $5,214. The accrued interest to as of November 30, 2005,
        including additional default interest of 5%, is $39,774, and is included
        in
        accounts payable and accrued expenses.
 
 **Loan
        Payable - Preferred Stockholder**
 The
        Preferred Stockholder is a consultant to the Company and has provided the
        Company working capital advances. The advances bear interest at 5% per annum.
        Accrued interest expense amounted to $9,258 for the nine months ended November
        30, 2005 and 2004. At November 30, 2005 the Company owed the preferred
        shareholder $246,884, plus accrued interest of $28,948, which is included
        in
        accounts payable and accrued expenses.
 
 **Loans
        Payable -Other**
 A
        consultant, who is a co-joint venturer with CB&N’s majority shareholder in a
        company that holds the Marvel License, has provided the Company working capital
        advances in the amount of $86,500 as of November 30, 2005. The advances are
        non-interest bearing and are payable on demand. CB&N and this affiliated
        company have an agreement to produce and distribute bottled water and
        nutritionally enhanced water products.
 
 **Convertible
        Note Payable**
 On
        April
        22, 2005, Cornell Capital Partners, L.P.(“CCP”) loaned the Company $400,000
        pursuant to which the Company issued to CCP its 8% Senior Secured Convertible
        Promissory Note (“Note”). The principal amount of the note is $400,000 which
        bears interest at 8% per annum and is due on April 1, 2005. The Note is secured
        by a general first priority lien on all assets of the Company. The Note is
        convertible into common stock of the Company at a conversion rate of $.01
        per
        share, which rate is decreased to $.001 per share if the Company has not
        entered
        into a definitive merger agreement by October 1, 2005. The note has been
        amended
        as to the conversion ratio. The conversion ratio of $.01 per share has been
        extended to January 1, 2006 and after that date the price shall be reduced
        to
        $.005 per share.
 
 The
        Company has recorded a benefit derived from the preferential conversion feature
        as additional interest expense of $500,000 in the current period which is
        offset
        by recording the same amount as an addition to paid in capital.
 
 In
        addition, the Note requires that the loan payable and accrued interest payable
        to the preferred stockholder, accrued compensation, and note-payable other
        be
        converted into shares of the Company’s common stock upon the occurrence of
        certain events defined in the note agreement.
 
 
 7
 
 **CONTINENTAL
        BEVERAGE AND NUTRITION, INC.**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **NOTE
        4 - INCOME TAXES**
 
 Income
        taxes (benefit) consist of the following:
 2005
                
                2004Current
                
                $
                -
                
                $
                -Deferred
                
                
                -
                
                
                -Total
                
                $
                -
                
                $
                -A
                    reconciliation of income tax at the federal statutory income
                    tax rate to
                    total income taxes is as follows:2005
                
                
                2004Computed
                    at the federal statutoryRate
                    of 34%
                
                $
                -
                
                $
                -State
                    income tax (benefit)
                
                
                -
                
                
                -Valuation
                    allowance adjustment
                
                
                -
                
                
                -Other
                    adjustments
                
                
                -
                
                
                -Total
                
                $
                -
                
                $
                -The
                    components of deferred taxes are as follows:2005
                
                
                2004Deferred
                    tax assetsDeferred
                    compensation
                
                $
                291,500
                
                $
                271,500Net
                    operating loss carryover
                
                
                798,700
                
                
                522,500Valuation
                    allowance
                
                
                (1,090,200
                )
                
                (794,000
                )Total
                    deferred tax assets
                
                $
                -
                
                $
                -
 The
        Company has a net operating loss carryover of approximately $1,835,000 to
        offset
        future taxable income. The carryover losses expire through 2025. The Company
        has
        offset the deferred tax asset by a valuation allowance of $1,090,200, since
        it
        cannot be determined more likely than not whether the Company will be able
        to
        utilize such deferred tax assets.
 
 **NOTE
        5 - CAPITAL STOCK TRANSACTIONS**
 
 **Preferred
        Stock Conversion**
 Pursuant
        to the terms of the Convertible Preferred Note (see Note 3), 20,000 shares
        of
        Preferred Stock have been converted into 2,002,230 shares of the Company’s
        common stock.
 
 **Incentive
        Stock Options**
 The
        Company adopted a stock incentive plan on July 1, 1998. The Plan enables
        the
        Company to grant incentive stock options, nonqualified options and stock
        appreciation rights for up to 1.5 million shares of common stock. All options
        must conform to federal income tax regulations and have an exercise price
        of not
        less than the fair value of shares at the date of the grant (110% of fair
        value
        for ten percent or more shareholders). Fair value is determined on the option
        issue date using the market value of the stock on an established exchange
        or the
        Black-Scholes model if the stock is not listed on an exchange at the time
        options are issued. Options are issued by a committee established by the
        board
        of directors based on eligibility and must be exercised within terms specified
        on the grant date.
 
 
 8
 
 
 **CONTINENTAL
        BEVERAGE AND NUTRITION, INC.**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **NOTE
        6 - COMMITMENTS**
 
 **Leases**
 The
        Company has entered into a month-to-month agreement for approximately 500
        square
        feet of office space at 100 Quentin Roosevelt Blvd. Suite 403, Garden City,
        NY
        11530 for approximately $1,000 per month. The month to month agreement is
        with
        an affiliate that has a three year lease with the building owner which expires
        on October 31, 2007. For the nine months ended November 30, 2005, rent expense
        was $11,112.
 
 **Employment
        Contract**
 The
        Company has entered into a verbal employment agreement with its president
        and
        chief executive officer at an annual salary of $100,000 for an initial term
        of
        five years ending December 31, 2003. The agreement is renewable annually
        thereafter, at the same terms. At November 30, 2005, the accrued compensation
        is
        $728,770. The Company has not accrued interest on this amount. During the
        two
        quarter ended November 30, 2005, the officer waived his
        compensation.
  **Consulting
        Agreement**
 An
        affiliate of the Company signed a license agreement with Marvel Enterprises
        for
        the use of certain comic characters to be used with bottled water and
        nutritionally enhanced water for distribution in the United States, territories,
        possessions and Mexico. The license is for a period of two years commencing
        on
        January 1, 2004 and expires on December 31, 2005. The Company has an agreement
        with the affiliate to produce and distribute bottled water and nutritionally
        enhanced water products under this license.
 
 **NOTE
        7 - RELATED PARTY TRANSACTIONS**
 
 The
        Company has a consulting agreement with Ad-Mini-Stra Co., where the father
        of
        the Chief Executive Officer and Financial Officer of the Company is the sole
        shareholder of Ad-Mini-Stra Co..
 
 The
    Company had a dispute with a former landlord that liened the Company’s
    bank account. While the dispute was being settled, the Company’s transactions
    passed through an affiliated corporation 100% owned by the CEO and chairman
    of the board. The balance owed to the affiliated corporation at November 30,
    2005 is $2,283.
 
 The
        Company has made advances of $64,765 to an affiliated entity owned by David
        Sackler, Chief Executive and Chief Financial Officer of the Company. The
        advances are non interest bearing and have no term for repayment.
 
 The
        Company has made advances of $29,407 to David Sackler, Chief Executive Officer
        and Financial Officer of the Company. The advances are non interest bearing
        and
        have no term for repayment.
 
 **NOTE
        8 - GOING CONCERN**
 
 As
        of
        November 30, 2005, the Company had a working capital deficit of $1,480,451
        and a
        stockholders’ deficit of $1,479,848. In addition, the Company has no significant
        operations to sustain themselves. The above facts and circumstances raise
        substantial doubt about the Company’s ability to continue as a going
        concern.
 
 The
        Company is currently exploring different methods of raising additional capital
        through private placements, loans from stockholders or by other means. There
        is
        no assurance that the Company will be successful in its efforts to raise
        additional capital. Even if the Company is successful in raising additional
        capital, there is no assurance that it will be sufficient for the Company
        to be
        able to continue as a going concern. Management is also looking into
        acquisitions and/or mergers with other companies in the industry.
  9
 
 **ITEM
        6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF
        OPERATIONS**
 
 **Forward
        Looking Statements**
 
 When
        used
        in this Form 10KSB and in future filings with the Securities and Exchange
        Commission, the words or phrases "will likely result," "management expects,"
        or
        we expect," "will continue," is anticipated," "estimated," or we expect","
        "will
        continue," "is anticipated," "estimated," or similar expression or use of
        the
        future tense, are intended to identify forward looking statements within
        the
        meaning of the Private Securities Litigation Reform Act of 1995. Readers
        are
        cautioned not to place undue reliance on any such forward-looking statements,
        each of which speaks only as of the date made. These statements are subject
        to
        risks and uncertainties, some of which are described below and others are
        described in other parts of this Form 10KSB. Actual results may differ
        materially from historical earnings and those presently anticipated or
        projected. We have no obligation to publicly release the result of any revisions
        that may be made to any forward-looking statements to reflect anticipated
        events
        or circumstances occurring after the date of such statements.
 
 **Results
        of Operations**
 
 **Comparison
        of fiscal 2005 and 2004**
 
 The
        Company had no sales for the nine months ended September 30, 2005 compared
        to
        $64,627 for the nine months ended September 30, 2004. The Company was unable
        to
        generate any new sales, and due to the lack of working capital the Company
        is
        unable to produce products for sale. The loss for the nine months ended
        September 30, 2005 was $698,315 compared to $195,130 for the nine months
        ended
        September 30, 2004, an increase of $503,185. Officers compensation for the
        nine
        months ended September 30, 2005 decreased by $50,000 as David Sackler, CEO
        of
        the Company waived six months compensation during the nine months ended November
        30, 2005. Professional services, including consulting and legal expenses
        decreased by $3,088. Selling general and administrative expense increased
        by
        $20,561, the increase resulting from $59,168 in the current period for finance
        costs related to a $400,000 one year convertible note. Bad debt expense
        decreased by $23,000, and all other selling, general and administrative expenses
        decreased by $15,607.
 
 Interest
        expense for the nine months ended November 30, 2005 was $535,084, and increase
        of $522,194. Included in this increase was $19,771 due to the additional
        debt of
        $400,000 taken on by the Company and recording from the preferential conversion
        feature of the notes interest expense of $500,000.
 
 During
        the nine months ended September 30, 2005, the Company recorded a gain on
        forgiveness of debt from its vendors of $3,278, as the Company continues
        to
        settle old liabilities.
 
 **Liquidity
        and Capital Resources**
 
 As
        of
        November 30, 2005, the current liabilities exceeded the current assets by
        $1,480,451. The Company has primarily relied on the proceeds from working
        capital loans from third parties, affiliates, and shareholders to fund
        operations and the issuance of common stock in payment of certain consulting
        and
        professional services.
 
 The
        Company raised $400,000 during the period ended November 30, 2005 through
        the
        issuance of a convertible note. The Company is currently exploring opportunities
        to acquire a new business or find a merger candidate. The Company has hired
        Sloan Securities Corp to advise on any acquisitions or mergers.
 
 **Off
        Balance Sheet Arrangements**
 
 The
        Company does not have any off balance sheet arrangements that are reasonably
        likely to have a current or future effect on its financial condition, revenues,
        results of operations, liquidity or capital expenditures.
 
 10
 **Controls
        and Procedures**
 
 (a)
        Evaluation of Disclosure Controls and Procedures
 
 The
        Registrant maintains controls and procedures designed to ensure that information
        required to be disclosed in the reports that the Registrant files or submits
        under the Securities Exchange Act of 1934, as amended, is recorded, processed,
        summarized and reported within the time periods specified in the rules and
        forms
        of the Securities and Exchange Commission. Based upon their evaluation of
        those
        controls and procedures performed within 90 days of the filing date of this
        report, the Chief Executive and Chief Financial Officers of the Registrant
        concluded that the Registrant's disclosure controls and procedures were
        adequate.
 
 (b)
        Changes in Internal Controls
 
 The
        Registrant made no significant changes in its internal controls or in other
        factors that could significantly affect these controls subsequent to the
        date of
        the evaluation of those controls by the Chief Executive and Chief Financial
        Officers.
 
 **Part
        II - Other Information**
 
 **Item
        1 - Legal Proceedings**
 None
 
 **Item
        2 - Changes in Securities and Use of Proceeds**
 None
 
 **Item
        3 - De**  **faults
        upon Senior Securities**
 None.
 
 **Item
        4 - Submission of Matters to a Vote of Security Holders.**
 None
 
 **Item
        5 - Other Information.**
 None
 
 **Item
        6 - Exhibits and Reports on Form 8-K**
 a)
        Exhibits - Exhibit 31.1 &, 32.1 - Certification of Chief Executive Officer
        and Chief Financial Officer
 b)
        Reports on Form 8-K
 8-K
        dated
        April 22, 2005
  **SIGNATURES**
 
 Pursuant
    to the requirements of the Section 13 or 15(d) of the Securities Exchange
    Act of 1934, the Registrant has duly caused this report to be signed on its
    behalf by the undersigned, thereunto duly authorized, in the City of New York,
    State of New York on December 29, 2005
 
 Continental
        Beverage and Nutrition, Inc.,
 By:
        /s/
        David Sackler
 
 David
        Sackler
 Chief
        Executive Officer and Financial Officer
 
 
 11