**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 August 31, 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  .
 
 
 As of
November 16, 2005, 25,252,423 shares of common stock were
outstanding.
 
 
 
 
 
 
 **CONTINENTAL
      BEVERAGE AND NUTRITION, INC.****FORM
      10-QSB****QUARTER
      ENDED AUGUST 31, 2005****TABLE
      OF CONTENTS********Part
      I**
    **Financial
    Information**Item
      1
    Financial
      Statements.Balance Sheet as of August 31,
    2005Statements of Operations for the three and
      six
      months ended August 31, 2005 and
      2004Statements of Cash Flows for the three and
      six
      Months ended August 31, 2005 and
      2004Notes to Financial
      StatementsItem
      2
    Management’s
      Discussion and Analysis
      Or
      Plan of Operations.**Part
      II**
    **Other
      Information**Item
      1
    Legal
      Proceedings.Item
      2
    Changes
      in Securities and Use of Proceeds.Item
      3
    Default
      upon Senior Securities.Item
      4
    Submission
      of Matters to a Vote of Security Holders.Item
      5
    Other
      Information.Item
      6
    Exhibits
      and Reports on Form 8-K.**Signatures**
 
 
 
 
 
 
 
 
 
 
 
 **CONTINENTAL
      BEVERAGE AND NUTRITION, INC.****BALANCE SHEET****AS
      OF AUGUST 31, 2005****ASSETS****Current
      Assets******Prepaid
      expenses
    
    $
    5,750****Due
      from related parties
    
    
    68,413****Cash-Attorney’s
      escrow
    
    
    25,881****Deferred
      financing costs
    
    
    62,707****Loan
      receivable officer
    
    
    29,407****Total
      Current Assets
    
    
    192,158Deposits
    
    
    603Total
      Assets
    
    $
    192,761**LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)****Current
      Liabilities******Accounts
      payable and accrued expenses
    
    $
    122,692Accrued
      compensation
    
    
    728,770Debentures
      payable
    
    
    46,350Loans
      payable
    
    
    86,500Convertible
      note payable
    
    
    400,000Loans
      payable-preferred stockholder
    
    
    246,884Total
      Current Liabilities
    
    
    1,631,196Stockholders’
      EquityPreferred
      Stock-Series A, par value $.0001
      Authorized,
      1,000,000 shares, issued and
      Outstanding
      -0- shares
    
    
    --Common
      Stock, par value $.0001
      Authorized
      100,000,000 shares, issued and
      Outstanding
      25,252,423 shares
    
    
    2,514Paid
      in capital
    
    
    1,726,781Retained
      earnings (deficit)
    
    
    (3,167,730
    )Total
      Stockholders’ Equity (Deficit)
    
    
    (1,438,435
    )Total
      Liabilities and Stockholders’ Equity (Deficit)
    
    $
    192,761
 
 
 
 
 
 
 
 
 
 
 
 
 **CONTINENTAL
      BEVERAGE AND NUTRITION, INC.****STATEMENTS OF OPERATIONS****FOR
      THE THREE AND SIX MONTHS ENDED AUGUST 31, 2005 AND
      2004**Six
      Months
    
    Three
      Months2005
    
    2004
    
    2005
    
    2004Sales
    
    $
    --
    
    $
    64,327
    
    $
    --
    
    $
    16,700Cost
      of sales
    
    
    --
    
    
    32,918
    
    
    --
    
    
    3,010Gross
      Profit
    
    
    --
    
    
    31,409
    
    
    --
    
    
    13,690Operating
      expensesSelling,
      general and administrative
    
    
    73,841
    
    
    38,751
    
    
    17,899
    
    
    19,206Officers
      compensation
    
    
    25,000
    
    
    50,000
    
    
    --
    
    
    25,000Professional
      services
    
    
    39,145
    
    
    34,240
    
    
    12,308
    
    
    22,641Total
      operating expenses
    
    
    137,986
    
    
    122,991
    
    
    30,207
    
    
    66,847Net
      loss before other expenses
      and
      extraordinary item
    
    
    (137,986
    )
    
    (91,582
    )
    
    (30,207
    )
    
    (53,157
    )Other
      ExpensesInterest
      expense
    
    
    522,194
    
    
    9,095
    
    
    12,891
    
    
    4,546Net
      loss before extraordinary item
    
    
    (660,180
    )
    
    (100,677
    )
    
    (43,098
    )
    
    (57,703
    )Extraordinary
      Item
      Gain
      on forgiveness of debt
    
    
    3,278
    
    
    --
    
    
    53
    
    
    --Net
      Loss
    
    $
    (656,902
    )
    $
    (100,677
    )
    $
    (43,045
    )
    $
    (57,703
    )Earnings
      per common share and earnings
      per
      common share assuming dilution
      from continuing operations
    
    $
    (.03
    )
    $
    (.00
    )
    $
    (.00
    )
    $
    (.00
    )Extraordinary
      item
    
    
    .00
    
    
    .00
    
    
    .00
    
    
    .00Net
      (loss) per common share
    
    $
    (.03
    )
    $
    (.00
    )
    $
    (.00
    )
    $
    (.00
    )Weighted
      average common shares
      outstanding
    
    
    24,675,693
    
    
    21,085,193
    
    
    25,252,423
    
    
    21,085,193
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 **CONTINENTAL
      BEVERAGE AND NUTRITION, INC.****STATEMENTS OF CASH FLOWS****FOR
      THE SIX MONTHS ENDED AUGUST 31, 2005 AND 2004**2005
    
    2004**CASH
      FLOW FROM OPERATING ACTIVITIES**Net
      (loss)
    
    $
    (656,902
    )
    $
    (100,677
    )Adjustments
      to reconcile net (loss) to net
      cash
      flows from operating activitiesAmortization
      of prepaid expenses
    
    
    26,895
    
    
    31,823Amortization
      of deferred financing costs
    
    
    34,793
    
    
    --Interest
      expense-convertible debt beneficial
      conversion
      feature
    
    
    500,000
    
    
    --Changes
      in:Accounts
      receivable
    
    
    44,079
    
    
    (49,848
    )Inventory
    
    
    --
    
    
    (20,000
    )Cash-Attorney’s
      escrow
    
    
    (25,881
    )
    
    --Accrued
      compensation
    
    
    25,000
    
    
    50,000Accounts
      payable and accrued expenses
    
    
    (
      97,288
    )
    
    3,474Cash
      flows (used for) operating activities
    
    
    (149,304
    )
    
    (85,228
    )**CASH
      FLOWS FROM INVESTING ACTIVITIES**Due
      from Officer
    
    
    (
      9,200
    )
    
    --Due
      from related party
    
    
    (
      65,996
    )
    
    228Cash
      flows (used for) investing activities
    
    
    (75,196
    )
    
    228**CASH
      FLOWS FROM FINANCING ACTIVITIES**Proceeds
      from convertible note payable
    
    
    400,000
    
    
    --Deferred
      financing costs
    
    
    (
      97,500
    )
    
    --Repayments
      of loans payable-other
    
    
    (113,500
    )
    
    --Proceeds
      of loans payable -other
    
    
    35,500
    
    
    85,000Cash
      flows provided by financing activities
    
    
    224,500
    
    
    85,000Net
      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 debt
      added
      to additional paid in capital
    
    $
    500,000
    
    
    --
 
 
 
 
 
 **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 consolidated 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 three months ended August 31, 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.
 
 **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 six months ended August 31,
2005 and 2004 was $3,476.  Accrued interest as of August 31, 2005,
including additional default interest of 5%, is $38,236, and is included in
accounts payable and accrued expenses.
 
 **Loan
Payable - Preferred Shareholder**
 The
Preferred Stockholder is a consultant to the Company and has provided the
Company with working capital advances. The advances bear interest at 5% per
annum. Accrued interest expense amounted to $6,172 for the six months ended
August 31, 2005 and 2004. At August 31, 2005, the Company owed the preferred
shareholder $246,884, plus accrued interest of $25,861, 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 with working
capital advances in the amount of $86,500 as of August 31, 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, 2006. 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 quarter ended May 31,
2005 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.
 
 
 
 **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 statutory
      Rate
      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
    
    $
    231,000Net
      operating loss carryover
    
    
    798,700
    
    
    571,400Valuation
      allowance
    
    
    (1,090,200
    )
    
    (802,400
    )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.
 
 **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.
 
 **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 August  31, 2005 the accrued
compensation was $728,770. The Company has not accrued interest on this
amount.  During the quarter ended August 31, 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 expiring 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 due from the affiliated corporation at August 31, 2005 is
$269.
 
 The
Company has made advances of $68,413 to an affiliated entity owned by David
Sackler, Chief Executive and Chief Financial Officer of the
Company.
 
 The
Company has made advances of $29,407 to David Sackler, Chief Executive Officer
and Financial Officer of the Company.
 
 **NOTE
8 - GOING CONCERN**
 
 As of
August 31, 2005, the Company has a working capital deficit of $1,438,038 and a
stockholders’ deficit of $1,438,435. 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.
 
 
 
 
 **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 six months ended August 31, 2005 compared to
$64,627 for the six months ended August 31, 2004. The Company was unable to
generate any new sales, and due to the lack of working capital the Company
is unable to produce its product for any future sales.  The loss for the
six months ended August 31, 2005 was $656,902 compared to $100,677 for the six
months ended August 31, 2004, an increase of $556,225.  Officers
compensation for the six months ended August 31, 2005 decreased by $25,000 as
David Sackler, CEO of the Company waived compensation for the three months ended
August 31, 2005. Professional services, including consulting and legal expenses
increased by $4,905. Selling general and administrative expense increased by
$35,000, the increase resulting from $34,800 in the current period for
financing costs related to a $400,000 one year convertible note.
 
 Interest
expense for the six months ended August 31, 2005 was $522,194, and increase of
$509,303. Included in this increase was $9,303 due to the additional debt of
$400,000 by the Company and recording from the
preferential conversion feature of the notes interest expense of
$500,000.
 
 During
the six months ended August 31, 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
August 31, 2005, the current liabilities exceeded the current assets by
$1,439,038. 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 May 31, 2005 through the
issuance of a convertible note. The Company is currently exploring the
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.
 
 **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
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 November 22, 2005
 
 Continental
Beverage and Nutrition, Inc.,
 
 By:
      /s/ David SacklerDavid
      SacklerChief
      Executive Officer and Financial Officer