UNITED  STATES  SECURITIES  AND  EXCHANGE  COMMISSION
                            Washington,  D.C.  20549

                                   FORM  10-K

[X]  ANNUAL  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934

     For  the  fiscal  year  ended  December  31,  2000


[  ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d) OF THE SECURITIES
      EXCHANGE  ACT  OF  1934

     For  the  transition  period  from  ____________  to  ____________

                      Commission  File  Number:  33-26617A

                            CBR  BREWING  COMPANY,  INC.
--------------------------------------------------------------------------------
             (Exact  name  of  registrant  as  specified  in  its  charter)

           Florida                                              65-0145422
--------------------------------                          ----------------------
(State  or  other  jurisdiction  of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)

                       23/F.,  Hang  Seng  Causeway  Bay  Building
                     28  Yee  Wo  Street,  Causeway  Bay,  Hong  Kong
 -------------------------------------------------------------------------------
          (Address  of  principal  executive  offices,  including  zip  code)

     Registrant's  telephone  number,  including  area  code:  852-2866-2301

     Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  None

     Securities  registered  pursuant  to  Section  12(g)  of  the  Act:  None

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  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  [  ]

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  [X]

     As  of  March  31, 2001, the Company had 5,010,013 shares of Class A common
stock  and  3,000,000  shares  of  Class  B common stock issued and outstanding.

     As  of  March  31,  2001,  the  aggregate  market  value  of  the  issuer's
outstanding  Class  A  common  stock  held  by non-affiliates on March 31, 2001,
computed  by  reference  to  the  average of the closing bid and ask prices, was
US$1,878,755.

     Documents  incorporated  by  reference:  None.


                                        1
<PAGE>
          Cautionary Statement Pursuant to Safe Harbor Provisions of the Private
Securities  Litigation  Reform  Act  of  1995:

          This Annual Report on Form 10-K for the fiscal year ended December 31,
2000  contains  "forward-looking"  statements  within the meaning of the Federal
securities  laws.  These  forward-looking  statements  include,  among  others,
statements  concerning  the Company's expectations regarding sales trends, gross
margin  trends,  operating  costs,  the availability of funds to finance capital
expenditures  and  operations, facility expansion plans, and other statements of
expectations,  beliefs,  future  plans  and  strategies,  anticipated  events or
trends,  and  similar  expressions  concerning  matters  that are not historical
facts.  The  forward-looking  statements  in this Annual Report on Form 10-K for
the  fiscal  year ended December 31, 2000 are subject to risks and uncertainties
that  could  cause  actual  results  to  differ  materially  from  those results
expressed  in  or  implied  by  the  statements  contained  herein.


                                        2
<PAGE>
                                     PART I.

ITEM  1.   BUSINESS

OVERVIEW

          CBR Brewing Company, Inc., a Florida corporation (the "Company", which
term  shall  include,  when  the  context  so  requires,  its  subsidiaries  and
affiliates), is the parent of High Worth Holdings Ltd., a British Virgin Islands
corporation  ("Holdings").  Since  November  1994,  Holdings  has  owned  a  60%
interest  in  Zhaoqing Blue Ribbon High Worth Brewery Ltd., a Sino-foreign joint
venture  ("High  Worth  JV"), which, through its subsidiaries and affiliates, is
engaged  in  the  production  and sale of Pabst Blue Ribbon beer in the People's
Republic  of China ("China" or the "PRC").  The other 40% interest in High Worth
JV is owned by Guangdong Blue Ribbon Group Co. Ltd. ("Guangdong Blue Ribbon"), a
related company (see "ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS").
Substantially  all  of  the beer currently sold by the Company is marketed under
the  Pabst  Blue  Ribbon  label, and is brewed under a sublicense agreement with
Guangdong  Blue  Ribbon, which, through an assignment and transfer, obtained its
license  from  Pabst  Brewing  Company  ("Pabst  US").

          All  of  the  Company's business operations are located in the PRC and
are  conducted  in Renminbi ("RMB"), which is the currency of China.  During the
three  years  ended  December  31,  1998,  1999  and 2000, the exchange rate has
remained  stable  at  approximately  US$1.00  to  RMB  8.3.

DESCRIPTION  OF  BUSINESS

          The  Company  is  engaged in the business of brewing, distributing and
marketing Pabst Blue Ribbon beer in China.  As of December 31, 2000, the Company
owned  effective  interests  of  60%, 24%, 33% and 9% in four brewing facilities
currently producing Pabst Blue Ribbon beer in China, all of which are managed by
the  Company.  The  Company  is also presently responsible for the marketing and
sale in China of Pabst Blue Ribbon beer produced by the four brewing facilities.
The  Company,  through  Holdings,  also owns a 51% effective interest in a fifth
brewing  facility  producing  local brand beer, but the production and operation
of  this  brewery was formally terminated in December 2000.  The Company intends
to  dispose  of  its  equity  interest  in  this  brewery  during  2001.

          China  is  currently  ranked  as  the second largest beer producer and
consumer  in  the world behind the United States.  The management of the Company
believes  that  Pabst  Blue  Ribbon beer is currently one of the leading foreign
labels  sold in China, both in number of units sold and total sales.  Pabst Blue
Ribbon  is  considered a premium brand in China, along with such other labels as
Tsingtao,  Carlsberg,  Miller,  Budweiser,  Coors  and  San  Miguel.

          The  Company  produces Pabst Blue Ribbon beer in China to avoid import
tariffs  that  range  as high as 120%.  The majority of the production is mainly
concentrated  in  two breweries located at Zhaoqing City, which is approximately
100  miles from Hong Kong in the Guangdong Province of China.  Pabst US provides
quality  control  assistance  to  the  Company  on a regular basis.  The Company
markets  Pabst  Blue  Ribbon  beer in all major provinces in China.  The Company
currently  maintains  offices  in  Beverly Hills, California, Las Vegas, Nevada,
Hong  Kong  and  Zhaoqing  City.

          High  Worth  JV  holds  certain licensing rights for Pabst Blue Ribbon
beer  (see "PABST LICENSING ARRANGEMENTS AND TRADEMARKS") and also directly owns
100% of a Pabst Blue Ribbon brewing complex ("Zhaoqing Brewery"), and, through a
subsidiary,  a  40%  interest  in  Zhaoqing  Blue  Ribbon  Brewery Noble Ltd., a
Sino-foreign joint venture ("Noble Brewery").  Noble Brewery owns a second Pabst
Blue  Ribbon  brewing  complex  that  is  also  managed  by Zhaoqing Brewery.  A
subsidiary  of  Noble China, Inc., an unaffiliated company whose stock is traded
on the Toronto Stock Exchange, owns the other 60% interest in Noble Brewery (see
"THE  JOINT  VENTURE  COMPANIES").


                                        3
<PAGE>
          In  addition, High Worth JV indirectly owns a 70% interest in Zhaoqing
Blue  Ribbon  Beer  Marketing  Company  Limited,  a  PRC company (the "Marketing
Company"),  which  presently  conducts  the  sales,  advertising and promotional
efforts  for  the  Company's production of Pabst Blue Ribbon beer in China.  The
remaining  30%  interest in the Marketing Company is directly owned by Guangdong
Blue Ribbon.  Through its ownership in High Worth JV, Guangdong Blue Ribbon also
has  a  28%  indirect  interest  in  the  Marketing  Company (see "MARKETING AND
OPERATIONS  - SUMMARY OF OPERATIONS"), resulting in the Company owning a 42% net
interest  in  the  Marketing  Company.

          In  January  1998,  the  Company, through High Worth JV, established a
joint venture company in Hubei Province, Zao Yang Blue Ribbon High Worth Brewery
Limited  ("Zao  Yang  High  Worth  Brewery"),  which operates a third Pabst Blue
Ribbon  brewing complex in China and is managed by Zhaoqing Brewery.  High Worth
JV  owns  a  55% interest, so that the Company has an effective interest of 33%.
Zao  Yang Brewery, an unaffiliated company in Hubei Province, owns the other 45%
interest  in  Zao  Yang  High  Worth  Brewery  (see  "MARKETING AND OPERATIONS -
INVESTMENT  IN  NEW  BREWERY"  and  "THE  JOINT  VENTURE  COMPANIES").

          Pursuant  to  an Equity Transfer Agreement signed on January 19, 1999,
High  Worth  JV  received  a  15%  consideration-free equity interest in Sichuan
Brewery,  equivalent  to  an  effective  interest  of  9%.  Sichuan  Brewery was
formally  restructured  into a new joint venture company and is the fourth Pabst
Blue  Ribbon  brewing  complex  in  China.  High  Worth  JV  was  also granted a
three-year  option  to  increase its equity interest to 51% at a fixed cost (see
"PABST  LICENSING  ARRANGEMENT  AND  TRADEMARKS  -  SICHUAN  BREWERY").

          On  June 5, 1999, a formal Joint Venture Agreement was signed among Le
Shan City E Mei Brewery (46.62%), High Worth JV (15.00%) and Wai Shun Investment
Limited  (38.38%),  an  unaffiliated  Hong  Kong  company,  to form Sichuan Blue
Ribbon  Brewery  High  Worth  Ltd.  ("Sichuan  High  Worth Brewery").  The total
registered  and paid-up capital of Sichuan High Worth Brewery is RMB 51,221,258.
High  Worth JV's 15% equity interest is consideration-free but entitled to share
in  the  profits of Sichuan High Worth Brewery.  The Joint Venture Agreement and
the  relevant  legal  documents  have  been  approved  by  the  local government
authorities.  Sichuan  High  Worth  Brewery  is  currently  producing Pabst Blue
Ribbon  beer.

          On  October  18,  1999,  Holdings, through its wholly-owned subsidiary
incorporated  in  the  British Virgin Islands, March International Group Limited
("March  International"),  signed  a  formal  Joint Venture Agreement with Jilin
Province  Juetai City Brewery (40%) and Jilin Province Chuang Xiang Zhi Yie Ltd.
(9%),  both  of which are unaffiliated PRC companies, to form Jilin Lianli (CBR)
Brewing Company Ltd. ("Jilin Lianli Brewery").  The total registered and paid-up
capital  of  Jilin  Lianli  Brewery  is  RMB  25,000,000.  March  International
contributed  one  new  packing  line  and  the  right  to  use the "Lianli" beer
trademark  with  a total value of RMB 12,750,000 as capital, and  received a 51%
effective  interest  in  Jilin  Lianli Brewery.  The technical renovation of the
existing  brewing  equipment  and the installation of the new packaging line was
completed  in April 2000.  The Joint Venture Agreement was approved by the local
government  and  formal  operations commenced in May 2000.  However, due to weak
market  response  and the inability of the Chinese local partners to honor their
portion of the working capital commitment, the production and operation of Jilin
Lianli  Brewery  was  formally  terminated  in  December  2000.  The  Company is
currently  in  negotiations  with  certain  interested  parties  in an effort to
dispose  of  its  equity  interest  in  the  brewery  during  2001.


                                        4
<PAGE>
          The  Company  conducts  a substantial portion of its purchases through
related  parties,  and  has  additional significant continuing transactions with
such  parties  (see  "ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS").

PROPERTY  AND  PRODUCTION  FACILITIES

ZHAOQING  BREWERY

          Zhaoqing  Brewery  is  situated  on  a  site  containing approximately
1,421,000 square feet and is three miles from Zhaoqing City, Guangdong Province.
Zhaoqing  Brewery  occupies the site pursuant to certificates of land use rights
issued by the local government.  The land use rights certificates do not specify
a  period  for  the  use  of the land, but normally it does not exceed 70 years.

          The  original  facilities of Zhaoqing Brewery were constructed between
1978 and 1980 with annual production capacity based on old brewing technology of
approximately  50,000  metric  tons  or 425,000 barrels of beer.  Prior to 1995,
Zhaoqing  Brewery  had  produced domestic brands exclusively under various brand
names.  In mid-1994, with the assistance of Pabst US, Zhaoqing Brewery commenced
the  conversion  and  refinement  of  its  original facilities and adopted a new
brewing  technology  in order to produce beer under the Pabst Blue Ribbon label.
In  early  1995, the production of all domestic brands ceased.  Zhaoqing Brewery
is  now  producing substantially all of its beer production under the Pabst Blue
Ribbon  label.  With  the  implementation  of the new brewing technology and the
purchase  of additional equipment, Zhaoqing Brewery reached an annual production
capacity  of  100,000 metric tons or 850,000 barrels of beer by the end of 1995.

          Zhaoqing  Brewery  annually  shuts down portions of the facility for a
short  period  of  time  during  the  low  season  to  provide regular scheduled
maintenance.  Zhaoqing  Brewery  has  access  to  replacement  parts that can be
manufactured  by  several  local  toolmakers  in  Zhaoqing.

NOBLE  BREWERY

          Noble  Brewery  is  situated  on  a  site adjacent to Zhaoqing Brewery
containing  approximately  1,453,000  square  feet.  Noble  Brewery has land use
rights  of  50  years  ending  in  2043.

          Noble  Brewery consists of the original facilities constructed between
1988  and  1990  by  Pabst  Blue  Ribbon  Brewery  (Zhaoqing)  Co.  Ltd. ("Pabst
Zhaoqing"),  the  operator of the facilities prior to the establishment of Noble
Brewery.  These  facilities  had  an annual production capacity of approximately
80,000  metric  tons  or  680,000  barrels of beer.  The second phase of brewing
facilities,  which was completed in July 1994, has an annual production capacity
of  approximately  120,000  metric  tons or 1,020,000 barrels of beer.  Pabst US
supplied the majority of the equipment for the development of both the first and
second  phase  of  the  brewing  facilities,  in  addition to offering technical
assistance  in  its  installation  and  maintenance.  On  an annual basis, Noble
Brewery  shuts  down  portions of the facility for a short period of time during
the  low  season  to  provide  regular scheduled maintenance.  Noble Brewery has
access to replacement parts that can be manufactured by several local toolmakers
in  Zhaoqing.

ZAO  YANG  HIGH  WORTH  BREWERY

          The  original  facilities  of  Zao  Yang  High  Worth  Brewery  were
constructed  between  1980 and 1985 with annual production capacity based on old
brewing  technology  of  approximately  40,000 metric tons or 340,000 barrels of
beer.
          Zao  Yang  High  Worth  Brewery  is  situated  on  a  site  containing
approximately 753,000 square feet and is located within the vicinity of Zao Yang
City, Hubei Province.  Zao Yang High Worth Brewery occupies the site pursuant to
a  certificate  of land use rights issued by the local government.  The land use
rights  are  part of the assets acquired by Zao Yang High Worth Brewery from Zao
Yang  Brewery.


                                        5
<PAGE>
          High  Worth JV was responsible for transferring the technical know-how
and  production techniques to brew Pabst Blue Ribbon beer to Zao Yang High Worth
Brewery,  as well as assisting in the renovation of existing equipment, in order
to  convert  the  brewery  into  a  Pabst  Blue  Ribbon  brewing  complex.

          During April 1998, the technical renovation process to convert the old
brewing  facilities  of  Zao  Yang  High  Worth Brewery into a Pabst Blue Ribbon
brewing  complex  was  completed.  Zao  Yang  High  Worth  Brewery commenced the
production  of  Pabst  Blue  Ribbon beer in June 1998, and the Marketing Company
began  purchasing  Zao Yang High Worth Brewery's production of Pabst Blue Ribbon
beer  for  distribution.  In addition, Zao Yang High Worth Brewery also produces
domestic  brand  beer  under  the  brand  name  "Di  Huang Quan", which it sells
directly  to  the  nearby  regions.

SICHUAN  HIGH  WORTH  BREWERY

          Sichuan  High  Worth  Brewery  is  situated  on  a  site  containing
approximately  1,089,000  square  feet  and is located within the vicinity of Le
Shan City, Sichuan Province, which is approximately 160 kilometers from Chengdu,
the  provincial capital of Sichuan Province.  The original facilities of Sichuan
High  Worth  Brewery  were  constructed  in 1988 with annual production capacity
based  on  old brewing technology of approximately 20,000 metric tons or 170,000
barrels  of  beer.  Prior  to late 1996, the facilities were used exclusively to
produce  beer  under domestic local brand names.  Guangdong Blue Ribbon acquired
the  brewery as its branch and started to convert the facility into a Pabst Blue
Ribbon  brewing complex in late 1996.  In April 1997, Sichuan High Worth Brewery
commenced production of beer under the Pabst Blue Ribbon label, which is sold to
the  Marketing  Company  for  resale  (see  "PABST  LICENSING  ARRANGEMENT  AND

TRADEMARKS  -  SICHUAN  HIGH  WORTH  BREWERY").

JILIN  LIANLI  BREWERY

          The  original  facilities  of  Jilin  Lianli  Brewery were constructed
between  1980  and  1984  with  annual  production capacity based on old brewing
technology  of  approximately  20,000  metric  tons  or 170,000 barrels of beer.
Prior  to  the  formation  of the new joint venture company, the facilities were
used  to  produce  domestic  beer  under  the  brand  name  "Tin  Chi  Quan".

          Jilin  Lianli  Brewery  is situated on a site containing approximately
330,000  square  feet  and  is located within the vicinity of Juetai City, Jilin
Province.  Jilin  Lianli  Brewery occupies the site pursuant to a certificate of
land use rights issued by the local government.  The land use rights are part of
the  assets  acquired  by  Jilin  Lianli Brewery from Jilin Province Juetai City
Brewery.

          March  International  is  responsible  for  transferring the technical
know-how  and  production techniques to brew high quality beer products to Jilin
Lianli Brewery, as well as assisting in the renovation of existing equipment, in
order  to  convert  the  brewery  into  a modern brewing complex.  The technical
renovation process to convert the old brewing facilities of Jilin Lianli brewery
into  a  modern  brewing  complex  was  completed in April 2000, and  operations
commenced  in  May 2000.  However, due to weak market response and the inability
of  the  Chinese  local  partners  to honor their portion of the working capital
commitment,  the  production  and operation of Jilin Lianli Brewery was formally
terminated  in  December  2000.  The  Company  is  currently in negotiation with
certain  interested  parties  to  dispose of its equity interest in the brewery.


                                        6
<PAGE>
MARKETING  AND  OPERATIONS

SUMMARY  OF  OPERATIONS

          Pursuant  to  the  respective long-term purchase contracts signed with
all  of  the Pabst Blue Ribbon brewing complexes in China, the Marketing Company
began  purchasing  the  output of beer from Noble Brewery in July 1995, Zhaoqing
Brewery  in  April  1995,  Sichuan High Worth Brewery in April 1997 and Zao Yang
High  Worth  Brewery  in  June  1998  (see  "PABST  LICENSING  ARRANGEMENTS  AND
TRADEMARKS").  The  Marketing  Company  is  responsible  for  the  distribution,
promotion  and advertising of the Company's production of Pabst Blue Ribbon beer
in  China.  The  Marketing Company is allowed to mark-up the prices of the Pabst
Blue Ribbon beer purchased or adjust the ex-factory prices as necessary in order
to  adequately  cover  the  selling,  advertising, promotional, distribution and
administrative  expenses incurred in selling these beer products to distributors
throughout  China.

PABST  BLUE  RIBBON  BEER

          Substantially  all  of  the  beer currently produced by Noble Brewery,
Zhaoqing  Brewery and Sichuan High Worth Brewery is Pabst Blue Ribbon beer.  Zao
Yang High Worth Brewery currently produces Pabst Blue Ribbon beer as well as "Di
Huang  Quan"  beer.

          There  are  three  products  in the portfolio of the Pabst Blue Ribbon
breweries:  11-degree  light processed beer, 10-degree light processed beer, and
draught  beer.  The 11-degree light processed beer is the primary product of the
breweries,  and  is packaged in 946 ml., 640 ml. and 355 ml. bottles and 500 ml.
and  355  ml.  cans.  The  10-degree light processed beer is packaged in 640 ml.
bottles.  The  draught  beer  is  sold  only  in  kegs.

          Sales  of  the  11-degree light processed beer in 946 ml., 640 ml. and
355  ml.  bottles and 500 ml. and 355 ml. cans accounted for approximately 4.0%,
45.8%, 4.6%, 0.1% and 44.4%, respectively, of the sales volume of the Company in
2000.

          Sales  of  the  11-degree light processed beer in 946 ml., 640 ml. and
355  ml.  bottles and 500 ml. and 355 ml. cans accounted for approximately 4.6%,
52.1%, 2.1%, 0.1% and 39.7%, respectively, of the sales volume of the Company in
1999.

          The  10-degree  light  processed  beer packaged in 640 ml. bottles for
Pabst  Blue  Ribbon  beer  was  introduced by the Company in 1998, and its sales
accounted  for  approximately  27.7% of the sales volume of the Company in 1998.

          Although  the sales volume of the 10-degree light processed Pabst Blue
Ribbon  beer  constituted  a  significant  portion  of  total sales in 1998, its
contribution  to  overall  operating profit was below management's expectations.
Accordingly,  management  decided  to  discontinue the 10-degree light processed
Pabst  Blue  Ribbon beer in 1999, as a result of a strategic reevaluation of the
Company's  markets.  Accordingly, the 10-degree light processed beer packaged in
640 ml. bottles for Pabst Blue Ribbon beer only accounted for approximately 0.1%
of  the  sales  volume  of  the  Company  in  both  1999  and  2000.

          During  2000,  Sichuan  High  Worth  Brewery  produced 11-degree light
processed  Pabst  Blue  Ribbon beer, which was packaged in 640 ml. glass bottles
and  355 ml. cans.  In 2000, the Marketing Company distributed 7,870 metric tons
of  Pabst  Blue  Ribbon  beer  produced  by  Sichuan  High  Worth Brewery, which
represented  4.6%  of  the  Company's  total sales volume in 2000.  In 1999, the
Marketing  Company  distributed  9,041  metric  tons  of  Pabst Blue Ribbon beer
produced  by Sichuan High Worth Brewery, which represented 4.7% of the Company's
total  sales  volume  in  1999.


                                        7
<PAGE>
          During  2000,  Zao  Yang  High  Worth Brewery produced 11-degree light
processed  Pabst  Blue  Ribbon beer, which was packaged in 640 ml. glass bottles
and  355ml can.  In 2000, the Marketing Company distributed 2,280 metric tons of
Pabst  Blue  Ribbon  beer  produced  by  Zao  Yang  High  Worth  Brewery,  which
represented  1.3%  of  the  Company's  total sales volume in 2000.  In 1999, the
Marketing  Company  distributed  4,716  metric  tons  of  Pabst Blue Ribbon beer
produced by Zao Yang High Worth Brewery, which represented 2.5% of the Company's
total  sales  volume  in  1999.

          Pabst  Blue  Ribbon  beer  is  marketed  and sold as a premium beer in
establishments  such  as  restaurants,  bars,  alcohol and tobacco companies and
retail  stores.  The  Marketing Company will continue its efforts to consolidate
and  expand  the  distribution  of these products in existing and new markets in
China,  subject to the limitations of the Company's ability to expand its market
share  in  these  markets, the competitive marketing strategies of other brewers
and  the  growth  of  the  Chinese  economy.

          The specifications and characteristics of the beers currently produced
by  the  breweries  are  set  forth  below:

TYPE OF BEER                 PACKAGE                     GENERAL DESCRIPTION
------------                 -------                     -------------------

11-degree light processed    Can (500 ml. and 355 ml.)   11-degree malt
beer                         Bottle (946 ml., 640 ml.    content,
                             and 355 ml.)                alcohol content 3.4%
                                                         (w/w)

Draught beer                 Keg (30 liters)             11-degree malt
                                                         content,
                                                         alcohol content 3.4%
                                                         (w/w)

Note:  w/w refers to weight by weight (i.e., measurement of alcoholic content of
beer  by  weight  of  beer).

          The  Company's  highest  volume  sales for Pabst Blue Ribbon beer have
been in the provinces of Guangdong, Fujian and Zhejiang.  The Company utilizes a
network  of  regional  distributors  whose  field sales force maintains customer
contact  and  promotes  customer  satisfaction.  Sales of Pabst Blue Ribbon beer
were  171,785  metric  tons  or  approximately 1,460,000 barrels in 2000, a 9.8%
decrease over 1999.  The Company believes that the decrease was attributable, in
substantial  part,  to  a  softening in demand for higher-priced foreign branded
premium  beer  in  China,  and the aggressive pricing and promotional strategies
adopted  by  some  major state-owned breweries.  Sales of Pabst Blue Ribbon beer
were  190,488  metric  tons  or approximately 1,619,000 barrels in 1999, a 17.9%
decrease  from  1998.

DOMESTIC  BRAND  NAME  BEER

          Prior  to  the end of 1994, Zhaoqing Brewery produced beer exclusively
under  domestic  brand  names, such as "Zhaoqing" beer, "Dinghu" beer and "Xile"
beer, all of which were non-premium beers which targeted customers in the low to
middle  economic  range.  Production  of  these local brand beers was completely
discontinued  in March 1995 when Zhaoqing Brewery commenced producing Pabst Blue
Ribbon  beer on an exclusive basis.  However, beer that does not meet Pabst Blue
Ribbon  quality  standards  is generally packaged and distributed as local brand
beer.

          Zao  Yang  High  Worth Brewery also produces domestic brand beer under
the  name  "Di  Huang  Quan".


                                        8
<PAGE>
          Prior  to  the  suspension  of  operations at Jilin Lianli Brewery, it
produced and sold domestic beers under the brand name "Tin Chi Quan" and "Lianli
Beer".  During its six month period of operations in 2000, total beer sales were
5,380  metric  tons  or  approximately  45,700  barrels.

         In  late  2000,  Noble Brewery launched a local brand beer, "Double V",
which  is  priced  to  suit  lower  to  middle  income  consumer  segments.

          Pabst Blue Ribbon beer is targeted at the premium beer market in China
while  the  domestic  brand beer produced by Noble Brewery, Zhaoqing Brewery and
Zao  Yang  High  Worth  Brewery  is  targeted  at  the  non-premium  market.

          The  following  tables  present  information  with  respect  to  the
non-consolidated  sales  and  volume  of  beer  sold  by Noble Brewery, Zhaoqing
Brewery,  Zao Yang High Worth Brewery and Jilin Lianli Brewery in 1998, 1999 and
2000.  All  breweries  producing  Pabst  Blue Ribbon beer sold their Blue Ribbon
beer  products  to  the  Marketing  Company  in  1998, 1999 and 2000 for resale.

                                                                Net Sales
                              Net Sales       Volume Sold        per Ton
                              ---------       -----------       ---------
                              (RMB'000)      (metric tons)      (RMB'000)

1998:

Noble Brewery                   584,470           143,236             4.1

Zhaoqing Brewery

   Local Brands                   3,608             1,635             2.2

   Pabst Blue Ribbon            292,333            71,611             4.1

Zao Yang High Worth Brewery

   Local Brands                   3,184             2,083             1.5

   Pabst Blue Ribbon             12,059             4,295             2.8

Marketing Company

   Pabst Blue Ribbon          1,114,215           231,952             4.8

1999:

Noble Brewery                   513,808           118,464             4.3

Zhaoqing Brewery

   Local Brands                   3,281             1,439             2.3

   Pabst Blue Ribbon            253,330            59,212             4.3

Zao Yang High Worth Brewery

   Local Brands                  15,039            12,299             1.2

   Pabst Blue Ribbon             16,677             4,716             3.5


                                        9
<PAGE>
    Net Sales
                              Net Sales       Volume Sold        per Ton
                              ---------       -----------       ---------
                              (RMB'000)      (metric tons)      (RMB'000)


Marketing Company

   Pabst Blue Ribbon            968,139           190,488             5.1



2000:

Noble Brewery

   Local Brands                     654               213             3.1

   Pabst Blue Ribbon            442,438           103,755             4.3

Zhaoqing Brewery

   Local Brands                   2,160               639             3.4

   Pabst Blue Ribbon            224,760            53,169             4.2

Zao Yang High Worth Brewery

   Local Brands                  23,487            17,487             1.3

   Pabst Blue Ribbon              3,617             1,023             3.5
Jilin Lianli Brewery

   Local Brands                   6,710             5,380             1.2

Marketing Company

   Local Brands                     824               219             3.8

   Pabst Blue Ribbon            924,507           171,785             5.4

SEASONALITY

          The  beer  industry  in  China  is  seasonal.  The Company's sales are
usually  lowest  in the months of October and November and highest in the months
of  March  through  September.

LOCATION

          Noble  Brewery and Zhaoqing Brewery are located adjacent to each other
in  the  City  of  Zhaoqing.  The  municipality  of Zhaoqing is one of the major
municipal areas of Guangdong Province.  It is strategically located at the lower
and middle reaches of the Zijiang River, 62 miles from Guangzhou, the provincial
capital,  by  road and 142 sea miles from Hong Kong by water.  The area enjoys a
mild,  sunny  climate with an adequate amount of rainfall.  The climate and soil
conditions  provide  an important base of agriculture and forestry for Guangdong
Province.


                                       10
<PAGE>
          Guangdong Province is the fifth most populous province in China with a
population  of  approximately  65,000,000, of whom over 7,000,000 are located in
the  metropolitan  Guangdong  area.  The Municipality of Zhaoqing covers a total
area of 8,500 square miles and has a population of approximately 5,700,000.  The
metropolitan  City  of  Zhaoqing  has  a population of approximately 400,000 and
covers  an  area  of  254  square  miles.  Zhaoqing  enjoys  a  well-developed
infrastructure,  including  transportation  facilities  and  a  reliable  power,
communication  and  service  infrastructure.  The  area  contains  extensive
agricultural  activity.

          Zao  Yang  High  Worth  Brewery is located in Hubei Province, which is
situated  in  the  center  of  China.  Zao Yang High Worth Brewery has immediate
access  to  the  provincial  highway  network and is strategically positioned to
serve  the  surrounding  provinces.

          Sichuan  High  Worth  Brewery  is  located  in  Le Shan City, which is
approximately  160  kilometers  from  Chengdu, the provincial capital of Sichuan
Province.  Sichuan  Province  is  in the western region of China and is the most
populous  province  in  China,  with  a population of approximately 110,000,000.
Sichuan  High  Worth  Brewery  has  immediate  access  to the provincial highway
network  and  is  strategically  positioned  to  serve  the  surrounding cities.

          Jilin Lianli Brewery is located in Juetai City, which is approximately
80  kilometers from Cheungchun, the provincial capital of Jilin Province.  Jilin
Province  is  in the northern region of China with a population of approximately
27,000,000.  Jilin Lianli has immediate access to the provincial highway network
and  is  strategically  positioned  to  serve  the  northeastern  provinces.

QUALITY  CONTROL

          Rigorously  applied  quality  control  is  critical  to  ensure  a
consistently  high  quality standard for the products produced by the breweries.
In  1990,  quality  control  experts  were sent by Pabst US to Zhaoqing to teach
brewery  personnel  appropriate  inspection techniques, quality control measures
and  production procedures.  Pabst US experts trained the brewery's personnel in
the  specific  brewing techniques required in order to meet the standards set by
Pabst  US.  An  engineer  from  Pabst  US  is  stationed in China to test random
production  samples  and  perform  quality  control  on  a continuing basis.  In
addition,  the  breweries send samples of their beer on a regular basis to Pabst
US  in  the  United  States  for  content examination and testing to ensure that
quality  standards  are adhered to on a consistent basis.  Pabst US participated
in  the  conversion of the brewery facilities of Zhaoqing Brewery, Zao Yang High
Worth  Brewery and Sichuan Brewery into Pabst Blue Ribbon brewing facilities and
provided  technical  assistance  and  training.

RAW  MATERIALS

          The  primary  raw  materials utilized in the brewing of beer are malt,
husked  rice,  hops  and water.  The aggregate cost of the primary raw materials
represents  approximately  21%  of  the  direct  cost  of  production, excluding
depreciation,  of  Pabst Blue Ribbon beer and 20% of domestic brand beers.  Cost
of  packaging  represents  approximately  57%  of  the  total  direct  cost  of
production,  excluding  depreciation,  of  Pabst  Blue  Ribbon  beer  and 42% of
domestic  brand  beers.

          MALT:  Virtually  all  of  the  malt utilized for producing Pabst Blue
Ribbon  beer  is  purchased  from regional malt manufacturers.  The cost of malt
represents approximately 67% of the primary raw material cost in the direct cost
of  production,  excluding depreciation and packaging, of Pabst Blue Ribbon beer
and  62%  of  domestic  brand  beers.


                                       11
<PAGE>
          HUSKED  RICE:  Husked  rice  is  sourced  from  local  and  regional
suppliers.  Given  the  extensive  agricultural  activity  in  China, management
believes  that  there is an abundant and reliable supply of rice to meet ongoing
production  needs.  The  cost of husked rice represents approximately 16% of the
primary  raw  material  cost  in  the  direct  cost  of  production,  excluding
depreciation and packaging, of Pabst Blue Ribbon beer and 15% of  domestic brand
beers.

          HOPS:  The  hops  utilized  for  producing  Pabst Blue Ribbon beer are
acquired primarily from overseas suppliers through local importers.  The cost of
hops  represents approximately 8% of the primary raw material cost in the direct
cost  of  production, excluding depreciation and packaging, of Pabst Blue Ribbon
beer  and  8%  of  domestic  brand  beers.

          WATER:  The  breweries  utilize  local  water  sources and intensively
monitor the quality of the water used in the brewing process for compliance with
the  Company's  own  stringent  quality  standards.

CONTAINERS

          All  of  the  beer  bottles  required  by  the Company are supplied by
regional glass manufacturers.  Currently, there is a recycling bottle program in
place  and  the  Company  uses  both  new  and  recycled bottles and new cans in
packaging  its  beer.

          American  National  Can (Zhaoqing) Company Limited ("American National
Can")  supplies approximately 95% of the aluminum cans used by the two breweries
in  Zhaoqing.  American National Can produces cans of high quality that meet the
ISO  standard  and  has  contracted  to  meet the can supply requirements of the
breweries  at  a  pre-negotiated  price.  The  manufacturing  plant  of American
National  Can  is  located  within the same industrial complex as the breweries.
American  National  Can  supplies cans pursuant to supply contracts with each of
the  breweries that have no fixed expiration date.  Guangdong Blue Ribbon has an
equity  interest  in American National Can.  The breweries, however, can and are
free  to  obtain  alternative  supplies of cans from other nearby cities at only
slightly  higher  cost.

TRANSPORTATION/DISTRIBUTION

          In  view  of  the  wide  geographic  market  in  China, the Company is
constantly  reviewing  the  methods  for  distributing  its  malt  beverages.

          TRANSPORTATION:  During  2000, 18% of the Company's products sold were
shipped  by  rail  tank cars from Zhaoqing to distributors throughout  Guangdong
Province,  and  76%  were shipped from Zhaoqing by truck (63%) and by boat (13%)
directly  to  distributors  throughout China.  The remaining 6% of beer products
sold were produced by Zao Yang High Worth Brewery and Sichuan High Worth Brewery
and  were primarily distributed within the Hubei and Sichuan regional markets by
truck.

          Domestic  brand  beers  made  by Zhaoqing Brewery, Zao Yang High Worth
Brewery  and  Jilin  Lianli  Brewery  were  primarily  transported by trucks and
shipped  within  the  regional  markets.

          Transportation  railcars  and  vehicles  are  insulated  to  keep malt
beverage products at proper temperatures until they are delivered to distributor
locations.

          DISTRIBUTION:  Delivery of Pabst Blue Ribbon beer to retail markets in
Guangdong Province and to the rest of China is accomplished through a network of
regional  distributors  which  sell  to  tobacco  and  alcohol  companies, bars,
restaurants  and retail stores.  The Marketing Company has over 400 distributors
and  sub-distributors  throughout  China.  Customers  with  material transaction
volume  are  required  to issue bills of exchange from their respective banks to
secure  payment  on the due date.  The Marketing Company typically appoints only
one distributor in each region (except for a large region in which more than one


                                       12
<PAGE>
may  be  appointed)  to ensure that such distributor devotes adequate effort and
resources  to  the  development of a broad-based retail distribution network for
Pabst  Blue  Ribbon  beer  in  that  distributor's  region.  These  distribution
arrangements  include  flexibility  for  the  Marketing  Company  to  replace
distributors  or  modify its arrangements with existing distributors.  No single
distributor  accounted  for  more than approximately 5% of barrel sales in 2000.

          During the year ended December 31, 2000, approximately RMB 110,951,003
was  allocated  to  promotional  advertising  for  Pabst  Blue  Ribbon  beer and
approximately  RMB  88,067,872  was  allocated  to  other  specific  promotional
activities  and  incentives  to  distributors.  In  addition,  approximately RMB
11,983,516  was  allocated  to  advertising and promotional activities for other
local  brand  name  beer in 2000.  Advertising media includes television, radio,
billboards,  magazines  and  newspapers.  In  addition,  the  Marketing  Company
provides  its  distributors with promotional gift items, sales incentive bonuses
and  volume discounts, and special lucky draw and specific promotional campaigns
are  held  during  the  year.

MARKETS  AND  COMPETITION

          With the influx of foreign branded beer into the China market, as well
as  the  aggressive pricing and promotional strategies implemented by some major
state-owned  breweries,  the Company anticipates that competition in the Chinese
beer  market  will  continue to be intense in 2001, and additional marketing and
advertising  efforts will have to be implemented in order to maintain the market
leadership  of  Pabst  Blue  Ribbon  beer.

          There  is  a  considerable  difference in the prices at which local or
regional  beer  is  sold in China as compared to the price of foreign or premium
brands such as Pabst Blue Ribbon, San Miguel, Foster's or Carlsberg.  Generally,
a 640 ml. bottle of local beer typically sells for 1-2 RMB (US$0.12 to US$0.24),
as  compared  to  premium  beers  which  sell  for 4-6 RMB (US$0.48 to US$0.72).

          MARKETS:  The  beer market in China has experienced substantial growth
in  rates of production and demand.  However, the industry is largely fragmented
and  highly  regionalized.  A key reason for the fragmented industry is the lack
of  an  effective  transportation  system  and the regionalized market.  Another
reason  for the fragmented market is that local breweries are generally small in
capacity  and  lack  the financial resources and capability to launch a national
distribution  network  and  promotion  program.

          Approximately  750  breweries  exist  in  China, of which over 90% are
small  local  breweries  that  produce  non-premium  beer  for local or regional
consumption.  Certain Chinese taxes based on volume rather than sales price also
favor  the  higher-priced  premium  beer  breweries.

          Although  the  influence  of  the  economic  turmoil  in Asia has been
diminishing  and  China's  economy  has  resumed  its  positive  growth,  the
aftereffects on the Chinese beer market are still affecting the spending pattern
of  consumers.  Management  anticipates  that  the market demand for high-priced
foreign  premium  labels  will  continue  to  be  stagnant as consumers shift to
lower-priced  but  improved  quality local beer products.  The competition among
major  Chinese  breweries  to  maintain  market  share  under the current market
conditions  is  also  expected  to  exert  continuing  pressure on the Company's
operating  results  during  2001.  Management  has  responded to changing market
conditions  by  consolidating and rationalizing the production and operations of
the two major breweries in Zhaoqing through the pooling of management resources,
by  broadening  its  product  line  and expanding its distribution efforts.  The
Company is taking steps to maintain its premium beer market share and to develop
a new range of medium-priced products under separate labels to suit the market's
changing  needs.


                                       13
<PAGE>
          COMPETITION:  Of  the  brands  comprising the premium sector, Tsingtao
and  Pabst  Blue  Ribbon  are the major market leaders.  Tsingtao is the largest
brewer  of  beer  in China and is one of the best selling beers in China and the
largest  brand exported from China.  Other companies seeking market share in the
Chinese  market  include  Carlsberg,  San  Miguel,  Beck's,  Lowenbrau, Heniken,
Anheuser-Busch,  Stroh's,  Miller,  Foster's,  Coor's  and  Heileman.

CAPITAL  INVESTMENT

          In  1998,  Zao  Yang  High  Worth  Brewery  spent  approximately  RMB
40,000,000  to  convert  and renovate the existing old brewing facilities into a
Pabst  Blue  Ribbon  brewing  complex.

          In 1999, Zao Yang High Worth Brewery spent approximately RMB 2,000,000
to  improve the production facilities of the existing brewing complex.  Zhaoqing
Brewery  and Noble Brewery each spent approximately RMB 5,000,000 during 1999 to
improve  and  renew the production facilities of the existing brewing complexes.

          In  2000,  Noble Brewery spent approximately RMB 12,000,000 to improve
and  renovate  production  facilities of the existing brewing complex.  Zhaoqing
Brewery,  Zao  Yang  High  Worth  Brewery  and  the  Marketing  Company  spent
approximately  RMB 9,000,000, RMB 6,700,000 and RMB 2,170,000, respectively, for
acquiring  new equipment, renovating the existing machinery, and the acquisition
of  vehicles  and  office  equipment.

PRODUCT  DEVELOPMENT

          The  Company  is  continually engaged in product development programs,
and  has  developed  various  improvements in raw material selection, production
processes  and  packaging  systems,  as  well  as  the development of innovative
quality  products.

          The  Company's  product development expenditures are primarily devoted
to  new  product  development,  brand  development,  the  brewing  process  and
ingredients,  brewing equipment, improved manufacturing techniques for packaging
supplies  and environmental improvements in the Company's operational processes.
The  focus  of  these  programs  is to improve the quality and value of its malt
beverage  products  while  reducing  costs  through  more  efficient  processing
techniques,  equipment  design  and  improved  varieties  of  raw  materials.

ENERGY

          The  breweries  in  Zhaoqing  use  both  heavy  oil and electricity as
primary sources of energy.  Heavy oil is used as the primary fuel in their steam
generation  system  and  is  supplied  from  regional sources.  The breweries in
Sichuan,  Zao Yang and Jilin use both coal and electricity as their major source
of  energy.

          Electricity  is  supplied  by  the  local  Electricity  Bureau.  The
breweries  have  not  experienced  any  energy  supply  problems to date.  As an
alternative  source  of  energy,  the  Company  also  has  fuel  oil and propane
available.  Management of the Company does not anticipate any supply problems in
the  future  with  respect  to  these  natural  resources.

EMPLOYEES

          As  of  December  31,  2000,  there were approximately 2,370 employees
employed  by  Zhaoqing  Brewery,  Noble Brewery, the Marketing Company, Zao Yang
High  Worth  Brewery  and  Jilin  Lianli  Brewery,  categorized  as  follows:


                                       14
<PAGE>
                                                               ZAO YANG   JILIN
                                   ZHAOQING  NOBLE  MARKETING HIGH WORTH  LIANLI
     FUNCTION                TOTAL  BREWERY BREWERY  COMPANY    BREWERY  BREWERY
     --------                ----- -------- ------- --------- ---------- -------

 (1) Production              1,339      365     497        -      286      191
 (2) Engineering, Technology
     and Quality Control       179       42      55        -       61       21
 (3) Management and
     Administration            460      124     140      101       41       54
 (4) Marketing                 156        -       -      120        -       36
 (5) Warehouse                 135       32      51        -       37       15
 (6) Others                    101       12      89        -        -        -
                             -----      ---     ---      ---      ---      ---
     Total                   2,370      575     832      221      425      317
                             =====      ===     ===      ===      ===      ===

          In  2000,  labor  costs (including the cost of benefits) accounted for
approximately  4.2%,  4.4%  and  5.7% of the total costs of production for Noble
Brewery,  Zhaoqing  Brewery  and Zao Yang High Worth Brewery, respectively.  The
Company  expects  average  wage rates of its employees will continue at the same
level  in  2001  as  compared to  2000.  Labor costs accounted for approximately
10.2%  of the total costs of production for Jilin Lianli Brewery. Wages for most
of  the  employees  in Jilin Lianli Brewery were terminated as of December 2000.

          Each  full-time  employee  is  a member of a local trade union.  Labor
relations  have  remained  positive  and the breweries have not had any employee
strikes  or  major  labor  disputes.  Unlike  trade unions in western countries,
trade  unions  in most parts of China are organizations mobilized jointly by the
government  and  the  management  of  the  enterprises.


PABST  LICENSING  ARRANGEMENTS  AND  TRADEMARKS


PABST  TRADEMARKS  IN  CHINA

          The  arrangements  regarding the use of Pabst trademarks in China were
formalized  in  an  agreement  dated  August  30, 1993 (the "License Agreement")
between  Pabst  US  and Pabst Zhaoqing.  Pabst Zhaoqing was wholly-owned at that
time by Zhaoqing Brewery, which was owned by Guangdong Blue Ribbon.  The License
Agreement  was  for  a  period  of  fifteen years, from November 7, 1988 through
November  6,  2003.  Under  the  terms  of the License Agreement, Pabst Zhaoqing
obtained  the  exclusive  right  to  produce  and  market  products  under Pabst
trademarks  in  China,  the non-exclusive right to market such Pabst products in
other  Asian  countries  except Hong Kong, Macau, Japan and South Korea, and the
right  to  sublicense the use of the Pabst trademarks to any other enterprise in
China,  subject  to  approval  of  Pabst US.  Royalties are payable quarterly to
Pabst  US  based  on  the  volume  (units)  of  beer  produced.

          By  an  Assets  Transferring  Agreement dated May 20, 1994 among Pabst
Zhaoqing,  Pabst  US  and Guangdong Blue Ribbon, all rights and duties under the
License Agreement were assigned and transferred from Pabst Zhaoqing to Guangdong
Blue  Ribbon.  Guangdong  Blue  Ribbon  agreed  to  fulfill  the  obligation  as
sublicensor  under  the License Agreement between Pabst Zhaoqing as sublicensor,
and  Noble  Brewery and High Worth JV as sublicensee, respectively, as described
below.


                                       15
<PAGE>
NOBLE  BREWERY

          By  a  Sublicense  Agreement  dated  October  12,  1993  (the  "Noble
Sublicense  Agreement") between Pabst Zhaoqing and Noble Brewery and approved by
Pabst  US,  Pabst  Zhaoqing  granted  to  Noble  Brewery  a  sublicense  to  use
beer-related  Pabst  trademarks,  the  non-exclusive  right  to  produce beer in
accordance  with its production capacity under the sublicensed Pabst trademarks,
and  the  non-exclusive  right  to market such Pabst products in China and other
Asian  countries  except  Hong  Kong,  Macau,  Japan and South Korea.  Royalties
calculated  on  the same basis as those payable to Pabst US are payable by Noble
Brewery  to  Pabst Zhaoqing.  Under the terms of the Noble Sublicense Agreement,
Pabst  Zhaoqing agreed that, except with respect to the enterprises of Guangdong
Blue  Ribbon, it would not grant further sublicenses to any other enterprises in
Guangdong  Province to use the Pabst trademarks thereby granted.  At the time of
the  Noble  Sublicense  Agreement,  Zhaoqing  Brewery was a member enterprise of
Guangdong  Blue  Ribbon.

HIGH  WORTH  JV/ZHAOQING  BREWERY

          By  a  Sublicense  Agreement  dated  May  6,  1994  (the  "High  Worth
Sublicense  Agreement") between Pabst Zhaoqing and High Worth JV and approved by
Pabst  US  on  September  18,  1994,  Pabst  Zhaoqing granted to High Worth JV a
sublicense  to allow Zhaoqing Brewery to use Pabst trademarks to produce beer in
accordance  with  its production capacity under the sublicensed Pabst trademarks
and to market such Pabst products in China and other Asian countries except Hong
Kong,  Macau,  Japan  and  South Korea.  With respect to the production of Pabst
Blue  Ribbon  beer  in  Guangdong  Province, since Zhaoqing Brewery was a member
enterprise  of  Guangdong  Blue  Ribbon  at  the  time  of  the Noble Sublicense
Agreement,  Zhaoqing  Brewery  was entitled to produce Pabst Blue Ribbon beer in
Guangdong  Province.

          Under  the terms of the High Worth Sublicense Agreement, High Worth JV
and/or  its  affiliates have the sole right to be granted further sublicenses by
Pabst  Zhaoqing  for  the  use  of the Pabst trademarks to produce beer in China
provided  that  they  are  located  outside  Guangdong Province.  Further, Pabst
Zhaoqing  covenanted that it would not grant further sublicenses with respect to
the  Pabst trademarks to produce beer to any other enterprises except High Worth
JV  or  its  affiliates.  Accordingly,  it  is the position of the Company that,
through November 6, 2003, High Worth JV controls all future sublicensing for the
production  of  Pabst  Blue  Ribbon  beer in China, which can be sold throughout
China  and  other  Asian  countries, excluding Hong Kong, Macau, Japan and South
Korea.

          Other  terms of the High Worth Sublicense Agreement are the same as in
the  License  Agreement.  Royalties  are  payable  quarterly by High Worth JV to
Pabst  Zhaoqing  based  on  the  volume  (units)  of  beer  produced.

SICHUAN  HIGH  WORTH  BREWERY

          In  late  1996,  Guangdong  Blue  Ribbon  established  a  wholly-owned
subsidiary  in  Le  Shang City, Sichuan Province, PRC, and started converting an
existing brewery with an annual production capacity of 20,000 metric tons into a
Pabst  Blue  Ribbon brewing complex ("Sichuan Brewery").  Production and sale of
Pabst  Blue  Ribbon  beer  commenced  in  April  1997.

          Effective  December  31,  1997,  the  Company,  through High Worth JV,
entered into a Settlement Agreement with Guangdong Blue Ribbon that allowed High
Worth  JV  to  acquire  a  51%  interest  in  Sichuan  Brewery, equivalent to an
effective  interest  of 31%.  Pursuant to an Equity Transfer Agreement signed on
January  19,  1999,  High  Worth  JV  received  a  15% consideration-free equity
interest in Sichuan Brewery, equivalent to an effective interest of 9%.  Sichuan
Brewery  was  formally  restructured into a new joint venture company and is the
fourth  Pabst  Blue  Ribbon  brewing  complex  in China.  High Worth JV was also
granted  a  three-year  option to increase its equity interest to 51% at a fixed
cost.


                                       16
<PAGE>
          On  June 5, 1999, a formal Joint Venture Agreement was signed among Le
Shan City E Mei Brewery (46.62%), High Worth JV (15.00%) and Wai Shun Investment
Limited (38.38%), an unaffiliated Hong Kong company, to form Sichuan Blue Ribbon
Brewery  High  Worth  Ltd. ("Sichuan High Worth Brewery").  The total registered
and paid-up capital of Sichuan High Worth Brewery is RMB 51,221,258.  High Worth
JV's  15%  equity  interest  is  consideration-free but entitled to share in the
profits  of  Sichuan  High  Worth  Brewery.  High  Worth  JV is also required to
contribute  a  total  of  RMB  26,122,842  as  capital  if and when it elects to
exercise the 51% option.  The restructuring into Sichuan High Worth Brewery, the
new  joint  venture  agreement,  the  new  memorandum  of association, and other
relevant legal documents were approved by the local government in 1999.  Sichuan
High  Worth Brewery is currently producing Pabst Blue Ribbon beer under a letter
of  consent  granted  by Guangdong Blue Ribbon.  A formal sublicensing agreement
will  be  prepared  and  signed between Sichuan High Worth Brewery and Guangdong
Blue  Ribbon  with  a  royalty  fee  to  be  negotiated.

ZAO  YANG  HIGH  WORTH  BREWERY

          Pursuant  to  the terms of the Settlement Agreement and the High Worth
Sublicense  Agreement,  Guangdong  Blue Ribbon granted a sublicense agreement to
Zao  Yang  High  Worth Brewery on May 26, 1998 for the right to produce and sell
beer products under the Pabst Blue Ribbon label.  Zao Yang High Worth Brewery is
required to pay royalty fees at the same rate as Pabst US charges Guangdong Blue
Ribbon  plus  a surcharge of RMB 25 per metric ton.  Zao Yang High Worth Brewery
is  obligated to meet the required quality standards for the production of Pabst
Blue  Ribbon  beer.

RECENT  DEVELOPMENTS  REGARDING  PABST  BLUE  RIBBON  TRADEMARK  IN  CHINA

          Noble  China  Inc.,  a  public  company  listed  on  the Toronto Stock
Exchange,  issued  a  press  release  on  May  27,  1999 to announce that it had
acquired  from Pabst Brewing Company the exclusive rights to brew and distribute
Pabst  Blue  Ribbon  beer throughout China for a period of 30 years from 2003 to
2033.  Noble China Inc.'s 1999 Annual Report confirmed that Noble China Inc. had
entered  into  a  license  agreement  with  Pabst Brewing Company in May 1999 to
utilize  the  Pabst  Blue  Ribbon  trademarks in connection with the production,
promotion,  distribution  and  sale  of beer in China for 30 years commencing in
November  2003,  and  that  Noble  China  Inc.  had  paid  Pabst Brewing Company
US$5,000,000  for  the  right  to  use  the Pabst Blue Ribbon trademarks and had
agreed  to  pay  royalties  based  on  gross  sales.

          In  addition,  Noble China Inc.'s December 31, 1999 Annual Information
Form  disclosed that under the existing License Agreement, Pabst Brewing Company
has  the obligation to "negotiate friendly" the possible renewal of the existing
License  Agreement  on its expiration in November 2003. Noble China Inc. further
asserted  that it assumed that obligation when it acquired the license rights to
the  Pabst  Blue  Ribbon  trademarks.

          Management  has  consulted with legal counsel regarding the legitimacy
of  the  purported  license  and the Company's potential responses. In addition,
management has consulted with Guangdong Blue Ribbon, the owner of the Pabst Blue
Ribbon  trademark  in  China,  regarding  potential  responses, and has met with
representatives  of  Noble  China  Inc.  in  an  attempt  to explore a potential
settlement.

          In  August  2000, the Company and Noble China Inc. signed a memorandum
pursuant  to  which  a  management  committee  was  established  to evaluate the
potential  to  coordinate  and enhance the operations of Zhaoqing Brewery, Noble
Brewery  and  the  Marketing  Company.  In December 2000, management, marketing,
production  and  operations of Zhaoqing Brewery, Noble Brewery and the Marketing
Company were pooled together in order to achieve improved coordination of human,


                                       17
<PAGE>
financial,  production  and  marketing  activities, which is expected to achieve
greater  efficiency  and operating profitability. It is anticipated that certain
pooled  costs  will  be  allocated  in  proportion  to each brewery's respective
production  capacities.  However,  Zhaoqing  Brewery,  Noble  Brewery  and  the
Marketing Company will each remain as legally distinct entities. Pursuant to the
August  2000  memorandum,  after  the  pooled  management structure has begun to
function  smoothly,  the  management committee will commence a study to evaluate
the  formation  of  a  new  unified  company.

         Management of the Company has requested that Guangdong Blue Ribbon take
appropriate  action  to  protect  its  rights  and  its sub-licensees' rights to
utilize  the Pabst Blue Ribbon trademark in China.  The Company has been advised
that  Guangdong  Blue  Ribbon  is still evaluating the situation and has not yet
determined  how  it will respond to this matter.  Once Guangdong Blue Ribbon has
responded,  the  Company  expects to be in a position to evaluate and revise its
future  business plan and strategy accordingly.  The Company is currently unable
to  predict  the  effect  that  this  development may have on future operations.
However,  the  inability of the Company to obtain a sub-license from Noble China
Inc.  or  enter  into some other form of strategic relationship under acceptable
terms  and conditions to allow the Company to continue to produce and distribute
Pabst  Blue  Ribbon  beer  in  China would have a material adverse effect on the
Company's  future  results  of  operations,  financial  position and cash flows.


THE  JOINT  VENTURE  COMPANIES

FORMATION  OF  THE  JOINT  VENTURE  COMPANIES

          In  1980,  Zhaoqing Brewery was initially established as a state-owned
enterprise  to  manufacture beer and non-alcoholic beverages.  In 1992, Zhaoqing
Brewery  became  a  member  enterprise (affiliate) of Guangdong Blue Ribbon.  In
June  1993,  Zhaoqing  Brewery  entered  into  a  Joint  Venture  Agreement with
Goldjinsheng  Holdings  Ltd.  ("Goldjinsheng") to form Noble Brewery (the "Noble
Joint  Venture  Agreement"),  pursuant  to  which  Goldjinsheng  acquired  a 60%
interest  and  Zhaoqing  Brewery  acquired  a  40% interest.  Goldjinsheng was a
wholly-owned  subsidiary  of  Noble  China Inc., a company listed on the Toronto
Stock Exchange.  Upon formation of the joint venture, Noble Brewery consisted of
the  beer  production facilities and assets of Pabst Zhaoqing, then a subsidiary
of  Zhaoqing  Brewery,  which were utilized to produce and distribute beer under
the  Pabst  Blue  Ribbon  brand  name.  The  term of the joint venture is for 20
years,  which  may  be  extended  upon  the  agreement  of the two joint venture
partners  and  approval  from  the  applicable  Chinese  governmental  agencies.

          In  May  1994, Guangdong Blue Ribbon and Holdings entered into a Joint
Venture Agreement providing for the establishment of High Worth JV.  The term of
the  joint  venture is 50 years, and is subject to extension by agreement of the
parties  and  approval  from  the  government.  Holdings  contributed 60% of the
capital,  which  was  used  by  High  Worth JV to purchase Zhaoqing Brewery from
Guangdong  Blue  Ribbon,  including its 40% interest in Noble Brewery.  Holdings
and  Guangdong  Blue  Ribbon  then owned 60% and 40% interests, respectively, in
High  Worth JV.  All of the governmental approvals for the ownership transfer of
Zhaoqing  Brewery  to  High  Worth  JV  were  completed  in  November  1994.
Subsequently,  in  December  1994,  the  Company  acquired  all of the shares of
Holdings  (see  "HISTORY").

          In  January  1998,  High  Worth JV and Zao Yang Brewery entered into a
Joint  Venture  Agreement providing for the establishment of Zao Yang High Worth
Brewery.  The  term  of  the  joint  venture  is  15 years, and is extendable by
agreement  of the parties and approval from the government.  Zao Yang High Worth
Brewery  has  a total authorized capital investment of RMB 29,280,000, allocated
55% to High Worth JV and 45% to Zao Yang Brewery.  The RMB 16,104,000 of capital
contributed  by High Worth JV in 1998 was used by Zao Yang High Worth Brewery to


                                       18
<PAGE>
purchase  the  existing production facilities from Zao Yang Brewery.  High Worth
JV  was  responsible  for  transferring  the  technical  know-how and production
techniques  to  brew  Pabst  Blue Ribbon beer to Zao Yang High Worth Brewery, as
well  as  assisting in the renovation of existing equipment, in order to convert
the  brewery  into a Pabst Blue Ribbon brewing complex.  All of the governmental
approvals  for  the  ownership  transfer  of  Zao  Yang  High Worth Brewery were
completed  in  April  1998.

           On  October  18,  1999, Holdings, through its wholly-owned subsidiary
incorporated in the British Virgin Islands, March International, signed a formal
Joint  Venture Agreement with Jilin Province Juetai City Brewery (40%) and Jilin
Province  Chuang  Xiang  Zhi  Yie  Ltd. (9%), both of which are unaffiliated PRC
companies,  to  form  Jilin  Lianli  Brewery.  The  total registered and paid-up
capital  of  Jilin  Lianli  Brewery  is  RMB  25,000,000.  March  International
contributed  one  new  packing  line  and  the  right  to  use the "Lianli" beer
trademark  with  a  total value of RMB 12,750,000 as capital, and received a 51%
effective  interest  in  Jilin  Lianli Brewery.  The technical renovation of the
existing  brewing  equipment  and  the installation of the new packing line were
completed  in April 2000.  The Joint Venture Agreement was approved by the local
government  and  formal  operations commenced in May 2000.  However, due to weak
market  response  and the inability of the Chinese local partners to honor their
portion of the working capital commitment, the production and operation of Jilin
Lianli  Brewery  was  formally  terminated  in  December  2000.  The  Company is
currently  in  negotiation  with  certain  interested  parties to dispose of its
equity  interest  in  the  brewery.

OPERATION  OF  THE  JOINT  VENTURE  COMPANIES

          The  establishment and activities of High Worth JV, Noble Brewery, Zao
Yang  High  Worth  Brewery  and  Jilin  Lianli Brewery are governed by the joint
venture  laws  and  regulations  of  China  and  the  applicable  joint  venture
agreements.  Holdings'  interest  in the profits of High Worth JV is in the same
proportion  (i.e.,  60%)  as its investment in High Worth JV; Zhaoqing Brewery's
interest  in  the profits of Noble Brewery is in the same proportion (i.e., 40%)
as  its  investment in Noble Brewery; High Worth JV's interest in the profits of
Zao  Yang  High  Worth  Brewery  is  in  the  same proportion (i.e., 55%) as its
investment  in  Zao  Yang High Worth Brewery.  March International's interest in
the profits of Jilin Lianli Brewery is in the same proportion (i.e., 51%) as its
investment  in  Jilin  Lianli  Brewery.

          Under  the Noble Joint Venture Agreement, Noble Brewery is governed by
a  board  of directors, consisting of five individuals, three of whom, including
the  chairman,  are nominated by Goldjinsheng, with the remaining two, including
the  vice  chairman, by Zhaoqing Brewery.  The operation and management of Noble
Brewery  is  the  responsibility  of  Zhaoqing  Brewery.  Accordingly,  Zhaoqing
Brewery  has  the  decision-making authority on substantially all aspects of the
daily  operations  of  Noble  Brewery  such as purchasing, production, sales and
marketing,  finance  and human resources.  Goldjinsheng has the right to appoint
staff  to participate in the accounting functions of Noble Brewery.  All matters
to  be  approved  by the board of directors require either unanimous vote or the
vote  of  four out of the five directors.  Accordingly, no decision of the board
can  be  made  without  the  approval  of  Zhaoqing  Brewery's  designee.

          Under  the  High  Worth  JV  Joint Venture Agreement, High Worth JV is
governed  by  a board of directors consisting of seven individuals, four of whom
are  appointed  by  Holdings  and  three of whom are appointed by Guangdong Blue
Ribbon.  The  board  of  directors controls the management and operation of High
Worth  JV.  Generally,  votes  on  the  board of directors are taken by majority
vote,  except  for  the  following  matters  relating to the existence and legal
structure  of  the  joint  venture,  all  of  which  require  a  unanimous vote:
amendments  to  the  articles  of association; termination or dissolution of the
joint  venture; increase in, or transfer of, the registered capital of the joint
venture;  establishment  of subsidiaries or combination with other entities; and
change in the share structure.  The general manager is appointed by the board of
directors and is responsible for carrying out the decisions of the board as well
as  for  the  day-to-day  management  of  High  Worth  JV.


                                       19
<PAGE>
          Zao  Yang  High  Worth Brewery was formed as a Chinese limited company
with  two  joint  venture  owners.  Pursuant  to the Zao Yang High Worth Brewery
Joint  Venture  Agreement, Zao Yang High Worth Brewery is governed by a board of
directors consisting of five individuals, three of whom, including the chairman,
are  nominated  by  High  Worth  JV,  with  the  remaining  two,  including  the
vice-chairman,  by Zao Yang Brewery.  Generally, votes on the board of directors
are  taken  by  majority  vote, except for the following matters relating to the
existence  and  legal  structure  of  the  joint venture, all of which require a
unanimous  vote:  amendment  to  the  articles  of  association;  termination or
dissolution  of  the  joint venture; increase in, or transfer of, the registered
capital  of the joint venture; establishment of subsidiaries or combination with
other  entities;  and  change  in  the  share structure.  The general manager is
appointed  by  the  board  of  directors and is responsible for carrying out the
decisions of the board as well as for the day-to-day management of Zao Yang High
Worth  Brewery.

          Subsequent to the conclusion of the Settlement Agreement, a Management
Committee  was  formed  under High Worth JV's board of directors to serve as the
central liaison and coordination body for the Pabst Blue Ribbon beer business in
China.  Any  future  expansion  and  development  of  Pabst  Blue  Ribbon  beer
production will be monitored by High Worth JV.  The Company is seeking expansion
and cooperation opportunities to extend its brewing operation to local breweries
in  other  provinces  outside  of  Guangdong  Province.

          Jilin  Lianli  Brewery  was  formed  as  a  sino-foreign joint venture
company.  Pursuant to the relevant Joint Venture Agreement, Jilin Lianli Brewery
is  governed  by  a  board of directors consisting of five individuals, three of
whom,  including  the  chairman,  are nominated by March International, with the
remaining  two,  including  the  vice-chairman,  by  Juetai  City  Brewery.  The
remaining  terms of the Joint Venture Agreement are similar to those of Zao Yang
High  Worth  Brewery,  as  previously  described.

GOLDJINSHENG  AGREEMENT

          A  provisional  agreement,  subject  to the approval of the applicable
Chinese  governmental  agencies  and  the  execution  of  separate  definitive
agreements with respect to the various matters referred to below, was made among
Goldjinsheng, the owner of the remaining 60% interest in Noble Brewery, Zhaoqing
Brewery  ,  Noble  Brewery,  High  Worth JV and Guangdong Blue Ribbon on May 10,
1995  (the  "Goldjinsheng  Agreement")  confirming  that:

(a)  High  Worth  JV  was  entitled  to  brew and sell beer under the Pabst Blue
     Ribbon  label  produced  in  its  brewing facilities up to a maximum annual
     production  capacity  of  100,000  tons.

(b)  High  Worth  JV  and/or  companies  in  which High Worth JV has an interest
     are  entitled  to  be  granted a sublicense from Guangdong Blue Ribbon with
     the  right  to  produce  and sell beer under the Pabst Blue Ribbon label in
     the  Guangdong Province of China (an "Additional Facility") up to a maximum
     annual  production  capacity  of  300,000  tons.

     In  the  event  that  High  Worth  JV desires to obtain a sublicense for an
     Additional  Facility,  Goldjinsheng  has  the right to purchase up to a 40%
     interest  in  such  Additional  Facility.  The  purchase  price  for  such
     interest  will  be  the  actual cost of such Additional Facility multiplied
     by  the  percentage  interest  that  Goldjinsheng  elects  to  purchase.


                                       20
<PAGE>
(c)  A  marketing  company,  owned  8%  by  Guangdong  Blue  Ribbon, 52% by High
     Worth  JV and 40% by Goldjinsheng, will organize and coordinate the sale of
     Pabst  Blue  Ribbon beer produced by High Worth JV and Noble Brewery.  High
     Worth  JV and Noble Brewery will each create their own distribution company
     or  division.  The distribution company of High Worth JV will have the sole
     right  to  acquire  100%  of the production of High Worth JV and 40% of the
     production  of  Noble  Brewery,  while  the  distribution  company of Noble
     Brewery  will have the sole right to acquire 60% of the production of Noble
     Brewery.  The  respective distribution companies will appoint the Marketing
     Company  as their sole and exclusive agent to market Pabst Blue Ribbon beer
     in  China.  If  the  provisions  as  to  ownership  are  implemented,  the
     respective  interests  of  Guangdong  Blue  Ribbon  and  the Company in the
     Marketing  Company  will  be  adjusted  (see  "MARKETING  AND OPERATIONS --
     SUMMARY  OF  OPERATIONS").

          Subsequent  to the signing of the Goldjinsheng Agreement, the Company,
Guangdong Blue Ribbon and Goldjinsheng have attempted to complete the respective
separate  definitive  agreements.  In  December  1996, Guangdong Blue Ribbon and
Goldjinsheng  advised the Company that they intended to modify some of the terms
of  the  Goldjinsheng Agreement and to propose incorporating those modifications
in  the respective separate definitive agreements.  In addition, the negotiation
process  was  interrupted  by  the previously described Sichuan Brewery issue in
1997  and 1998 and the Pabst trademark issue in 1999.  The Company believes that
the  delays  in  completing  the  separate definitive agreements will not have a
material  effect  on  the  validity of the terms and provisions contained in the
Goldjinsheng  Agreement.


OPERATING  IN  CHINA

          Because  the operations of the Company are based exclusively in China,
the  Company  is  subject  to rules and restrictions governing China's legal and
economic  system  as  well  as general economic and political conditions in that
country.

          INFLATION/ECONOMIC  POLICIES.  General  economic  conditions  in China
could have a significant impact on the Company.  The economy of China differs in
certain  material  respects  from  that  of  the  United  States,  including its
structure,  levels  of  development  and  capital  reinvestment,  growth  rate,
government  involvement,  resource  allocation, rate of inflation and balance of
payments position.  Although the majority of China's productive assets are still
owned  by  the  state,  the adoption of an economic reform policy since 1978 has
resulted  in  the  gradual reduction in the role of state economic plans and the
allocation  of  resources, pricing and management of such assets, with increased
emphasis  on  the  utilization of market forces, and rapid growth in the Chinese
economy.  The  success  of  the  Company  depends  in  substantial  part  on the
continued  economic  growth  of  the  Chinese  economy.

          In  the  recent decade, the Chinese economy has experienced periods of
rapid  economic  growth  as  well as high rates of inflation, which in turn, has
resulted  in the adoption by the Chinese government from time to time of various
corrective  measures  designed  to regulate growth and contain inflation.  Since
1993,  the  Chinese  government  has  implemented an economic program to control
inflation,  which has resulted in the tightening of working capital available to
Chinese  state-owned  enterprises,  and  in  the slowing of the pace of economic
growth  and  general  market  consumption.

          CURRENCY  MATTERS.  The  State  Administration  for  Exchange  Control
("SAEC"),  under  the authority of the People's Bank of China ("PBOC"), controls
the  conversion  of  RMB  into  foreign currency.  Prior to January 1, 1994, RMB
could  be  converted  into  foreign  currency through the Bank of China or other
authorized  institutions  at  official rates fixed daily by the SAEC.  RMB could
also  be  converted at swap centers ("Swap Centers") open to Chinese enterprises
and foreign-funded Chinese enterprises, subject to SAEC approval of each foreign
currency  trade,  at  exchange  rates  negotiated  by  the  parties  for  each


                                       21
<PAGE>
transaction.  Effective  January  1,  1994,  a  unitary exchange rate system was
introduced  in  China,  replacing the dual-rate system previously in effect.  In
connection  with  the  creation of a unitary exchange rate, the establishment of
the China Foreign Exchange Trading System inter-bank foreign exchange market and
the  phasing  out  of  the  Swap  Centers were announced.  All Swap Centers were
formally  closed effective December 1, 1998, and foreign-funded enterprises must
satisfy their foreign exchange requirements through licensed banks and financial
institutions  at  the  prevailing  exchange rates quoted by the People's Bank of
China.

          Effective July 1, 1996, the government of China began to take steps to
make  its  currency  fully  convertible on a "current account" basis.  This will
allow  foreign-funded  enterprises,  whether wholly-owned or joint ventures with
Chinese  parties,  to  buy  and  sell  foreign exchange in banks for purposes of
trade,  services, debt repayment and profit repatriation.  The "current account"
measures  the  flow of money into and out of a nation, including the net balance
on  trade  in  goods  and  services,  plus  remittances.

          As  China  is  likely  to be a member of the World Trade Organization,
the  central  government of China is expected to  adopt a more rigorous approach
to  partially  deregulate the currency conversion restriction, which may in turn
increase  the  exchange  rate fluctuation of the RMB.  Should there be any major
change  in  the  central  government's  currency  policies, the Company does not
believe  that  such  an  action would have a detrimental effect on the Company's
operations,  since  the Company conducts virtually all of its business in China,
and  the  sale  of  its  products  is  settled  in  RMB.

          The  Company  has  historically  relied  on  dividend  distributions,
converted  from  RMB  into  USD,  to  fund its activities outside of China.  The
Company  does  not expect that the current foreign exchange controls will affect
the ability of High Worth JV to continue to distribute such dividends.  However,
in the event of a substantial currency fluctuation, High Worth JV could elect to
distribute dividends in RMB, which would then be converted into other currencies
at  the  time  when  the  prevailing  market  rates  are  stabilized.

          LEGAL  SYSTEM.  Since  1979,  many  laws  and regulations dealing with
economic  matters  in  general  and  foreign  investment in particular have been
promulgated  in  China.  The  Chinese  constitution  adopted  in 1989 authorizes
foreign  investment, and guarantees the "lawful rights and interests" of foreign
investors  in  China.  The  trend  of legislation over the past twelve years has
significantly  enhanced  the  protection afforded foreign investment and allowed
for  more active control by foreign parties of foreign investment enterprises in
China.  There  can be no assurance, however, that the current trend and economic
legislation  toward  promoting  market  reforms  and experimentation will not be
slowed,  curtailed  or  reversed,  especially  in  the  event  of  a  change  in
leadership,  social  or  political  disruption,  or  unforeseen  circumstances
affecting  China's  political,  economic  or  social  life.

          Despite  some  progress  in  developing a legal system, China does not
have  a comprehensive system of laws.  The interpretation of Chinese laws may be
subject to policy changes reflecting domestic political factors.  Enforcement of
existing  laws  may  be  uncertain  and  sporadic,  and  implementation  and
interpretation  may  be  inconsistent.  The  Chinese  judiciary  is  relatively
inexperienced  in  enforcing the laws or terms of contracts, leading to a higher
than  usual  degree  of uncertainty as to the outcome of litigation.  Even where
adequate laws exist in China, it may be impossible to obtain swift and equitable
law  enforcement,  or  to obtain enforcement of a judgment by a court of another
jurisdiction.  As  the  Chinese  legal  system develops, the promulgation of new
laws,  changes  to  existing  laws,  and  the preemption of local regulations by
national  laws  may  adversely  affect  foreign  investors, such as the Company.


                                       22
<PAGE>
          The  Company's  activities  in  China  may  by law be subject, in some
cases, to administrative review and approval by various national, provincial and
local  agencies  of  the  Chinese  government.  While  China  has promulgated an
administrative  procedural  law permitting redress to the courts with respect to
certain  administrative  actions,  this  law  appears  to  be  largely untested.

          TAX  MATTERS.  The  Company's  operations in China are subject to four
types  of taxes:  Income Tax, Value Added Tax ("VAT"), Consumption Tax and other
Sales  Tax.

          Noble  Brewery and High Worth JV are governed by the Income Tax Law of
China  concerning  Foreign  Investment  Enterprises and Foreign Enterprises (the
"FIE  Law").  Under  the  current  FIE  Law, Noble Brewery and High Worth JV are
exempt  from  payment  of  Income  Tax for the first two taxation years in which
Noble Brewery and High Worth JV each become profitable.  The Income Tax rate for
the  following three years is reduced by 50% and is thereafter calculated at the
full  rate.  The last year of 50% tax exemption for High Worth JV is the year of
2000  while  Noble  Brewery's  full  rate tax commenced on January 1, 1999.  The
current official Income Tax rate on profits for Noble Brewery is 27% (33% less a
6%  temporary  reduction  provided  as  an  economic  incentive  by  the Chinese
government)  and  for  High  Worth  JV  is  33%, unless specifically exempted or
reduced  by  the  local  authorities.

          Zao  Yang  High Worth Brewery was established as a China joint venture
limited  company  and  is  subject  to  the Income Tax Law of China concerning a
Chinese  limited  company.  The  current official Income Tax rate on profits for
Zao  Yang  High  Worth  Brewery  is  33%.  However,  local  tax  authorities may
specifically  exempt  or  reduce  the  tax  rate  as  an  economic  incentive.

          In  addition  to  the  FIE  Law,  which  is computed on profits, Noble
Brewery,  Zhaoqing  Brewery  and Zao Yang High Worth Brewery are also subject to
two  kinds of turnover taxes for their respective sales, the VAT and Consumption
Tax.  The  applicable  VAT  rate is 17% for brewery products sold in China.  The
amount of VAT liability is determined by applying the applicable tax rate to the
invoiced  amount  less  VAT  paid on purchases made with the relevant supporting
invoices.  The  Consumption  Tax  rate  together with a government surcharge for
brewery  products  is approximately RMB 220 per metric ton.  The Consumption Tax
is  determined  on  the  volume  of  sales  within  China.

          Currently, there are no withholding taxes imposed on dividends paid by
High  Worth  JV  to  Holdings.

          DISTRIBUTION  OF  PROFITS.  Applicable  Chinese  laws  and regulations
require that, before a Sino-foreign joint venture enterprise (such as High Worth
JV  and Noble Brewery) distributes profits to investors, it must (1) satisfy all
PRC  tax  liabilities;  (2)  provide  for losses in previous years; and (3) make
allocations  in  proportions  determined  at the sole discretion of the Board of
Directors  to a general reserve fund, an enterprise development fund and a staff
welfare  and employee bonus fund.  Distribution of profits by the joint ventures
to the Company and their other equity investors are required to be in proportion
to  each  party's  respective  investment  in  the  joint  venture.

REGULATIONS

          Central,  provincial  and  local  laws  and  regulations  govern  the
operations  of the breweries.  The central government and all provinces in which
the  Company's  malt beverage products are distributed regulate trade practices,
advertising and marketing practices, relationships with distributors and related
matters.  Governmental  entities also levy various taxes, license fees and other
similar  charges and may require bonds to ensure compliance with applicable laws
and  regulations.


                                       23
<PAGE>
HISTORY

          The Company was organized in the state of Florida as Video Promotions,
Inc.  on  April 20, 1988.  The Company subsequently changed its name to National
Sweepstakes, Inc. and then to Natural Fuels, Inc.  For a period of time prior to
December  16, 1994, the business of the Company was devoted to seeking potential
acquisition  or  merger  opportunities.

          On  December  16,  1994,  the  Company acquired all of the outstanding
shares  of  Holdings  from  Oriental  Win  Holdings  Ltd.  ("Oriental  Win") and
Goldchamp Ltd. ("Goldchamp") in exchange for 3,960,000 shares and 240,000 shares
of  the  Company's  Class  A  common stock issued to Oriental Win and Goldchamp,
respectively,  and 3,000,000 shares of the Company's Class B common stock issued
to  Oriental  Win.  The  Class B common stock carries two votes per share but is
otherwise  equivalent  to  the  Class  A common stock.  In addition, the Company
issued  an  aggregate of 600,000 shares of the Company's Class A common stock to
various  parties  for  consulting services in connection with the acquisition of
Holdings.  At the time of the acquisition, Holdings owned a 60% interest in High
Worth  JV.  This transaction was accounted for as a recapitalization of Holdings
with  Holdings  as  the  acquirer  (reverse  acquisition).

          On  November  22,  1994, the Company effected a 1-for-22 reverse stock
split  in  anticipation  of  this  transaction.

          On  March  15,  1995,  the  Company  changed  its  name to CBR Brewing
Company,  Inc.

ITEM 2.   PROPERTIES

          The Company's major facilities are as follows:

FACILITY                      LOCATION                           PRODUCT
--------                      --------                           -------

Noble Brewery                 City of Zhaoqing on a site         Malt Beverages
                              containing approximately
                              135,000 square meters

Zhaoqing Brewery              City of Zhaoqing on a site         Malt Beverages
                              containing approximately
                              131,000 square meters

Zao Yang High Worth           City of Zao Yang on a site         Malt Beverages
Brewery (formed in            containing approximately
1998)                         70,000 square meters

Sichuan High Worth            City of Le Shan on a site          Malt Beverages
Brewery (formed in            containing approximately
mid-1999)                     100,000 square meters

Jilin Lianli Brewery          City of Juetai on a site           Malt Beverages
(operation terminated         containing approximately
in December 2000)             33,000 square meters

          The  facilities  of  Noble  Brewery  and  Zhaoqing  Brewery  are  well
maintained  and suitable for their respective operations.  The facilities of Zao
Yang  High Worth Brewery and Sichuan High Worth Brewery have been modernized and
new  equipment  has  been  added  to  convert  them  into Pabst Blue Ribbon beer
production  complexes.


                                       24
<PAGE>
          In  2000,  the  Company estimates that Zhaoqing Brewery, Noble Brewery
and  Zao  Yang  High  Worth  Brewery  operated at approximately 53.8%, 52.0% and
46.3%, respectively, of their theoretical brewing capacities.  Annual production
capacity  can  vary  due  to  product  mix,  packaging  mix,  market  demand and
seasonality.


ITEM  3.   LEGAL  PROCEEDINGS

         There  are  no  pending  or  threatened  legal  proceedings against the
Company  or  its  subsidiaries,  joint  ventures  or  affiliates.


ITEM  4.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

          There  were  no matters  submitted to a vote of the Company's security
holders  during  the  fourth quarter of the fiscal year ended December 31, 2000.


                                       25
<PAGE>
                                   PART  II.

ITEM  5.   MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED  STOCKHOLDER
          MATTERS

(a)  Market  Information

          The Class A common stock of CBR Brewing Company, Inc. is traded on the
OTC  Bulletin Board under symbol "CBRB".  During 1999 and 2000, trading activity
in  the  Class A common stock was generally limited and sporadic, and should not
be  deemed  to  constitute  an "established public trading market".  There is no
trading  market  for  the  Class  B  common  stock.

          The  following  table  sets  forth  the range of closing prices of the
Company's  Class  A  common  stock as quoted during the periods indicated.  Such
prices  reflect  prices  between  dealers  in  securities and do not include any
retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.  The  information  set  forth  below  was  obtained  from
America  Online,  Inc.

                                        High                 Low
                                        ----                 ---


Year Ended December 31, 2000:

Three Months Ended -

March 31, 2000                          $0.56               $0.38
June 30, 2000                            1.00               $0.50
September 30, 2000                       0.88               $0.53
December 31, 2000                        0.63               $0.38

Year Ended December 31, 1999:

Three Months Ended -

March 31, 1999                          $0.88               $0.25
June 30, 1999                            0.81                0.38
September 30, 1999                       0.56                0.38
December 31, 1999                        1.88                0.38

(b)  Holders

          As  of  March 31, 2001, the Company had 11 shareholders of record with
respect  to  its  Class  A  common  stock  and three shareholders of record with
respect  to  its  Class  B common stock, excluding shares held in street name by
brokerage  firms  and  other  nominees  who  hold shares for multiple investors.


(c)  Dividends

          Holders  of  common stock are entitled to receive dividends if, as and
when declared by the Board of Directors out of funds legally available therefor.
The Company has never paid cash dividends on its common stock and has no present
intention of paying cash dividends in the foreseeable future.  It is the present
policy  of  the  Board  of  Directors  to retain all earnings to provide for the
future  growth  and development of the Company.  However, such policy is subject
to  change  based  on  current  industry and market conditions, as well as other
factors  beyond  the  control  of  the  Company.


                                       26
<PAGE>
          The  Company's  ability  to  pay  dividends  to  its  shareholders  is
dependent  on  the Company receiving distributions through Holdings from its PRC
subsidiaries  and  affiliates,  which generate all of the Company's earnings and
cash  flows.

          Pursuant  to  the  relevant laws and regulations of Sino-foreign joint
venture  enterprises,  the  profits  of  High  Worth  JV, calculated pursuant to
generally  accepted accounting principles in the PRC ("PRC GAAP"), are available
for  distribution  in  the  form  of  cash dividends to each equity investor, in
proportion  to each investor's interest in the joint venture, after satisfaction
of  all  PRC  tax  liabilities,  provision for any losses in previous years, and
appropriations to reserve funds, as determined at the discretion of the board of
directors  in  accordance  with  PRC  accounting standards and regulations.  The
principal  adjustments  necessary  to  conform  PRC GAAP financial statements to
financial  statements  prepared in accordance with generally accepted accounting
principles  in the United States ("US GAAP") are the reclassification of certain
expense  items from income appropriations to charges against income, adjustments
for  sales,  other income and purchases recognized on a cash basis, depreciation
charges,  deferred  taxation  and  revaluation  of  fixed  assets.

          In  accordance  with the relevant laws and regulations in the PRC, the
profits  available  for distribution are based on PRC GAAP financial statements.
If  High  Worth  JV has foreign currency available after meeting the operational
needs  of  its  PRC  subsidiaries, it may elect to make a profit distribution to
Holdings.  Otherwise,  it  will  be  necessary to obtain approval from the State
Administration  for  Exchange Control and convert such distributions at licensed
banks  and  financial  institutions.


(d)  Sales  of  Unregistered  Securities

         On  May  16, 2000, options to purchase 375,000 shares of Class A common
stock  at  an exercise price of US$0.72 per share were granted to four directors
and  five  employees,  and  options to purchase 145,000 shares of Class A common
stock  at  an  exercise  price of $0.79 per share were granted to two directors,
each  of whom posses indirectly more than 10% of the total combined voting power
of  all  classes of common stock of the Company.  Such stock options vest 50% on
July  1,  2000,  25% on July 1, 2001 and the remaining 25% on July 1, 2002.  The
stock options expire on December 31, 2004.  The exercise price of all such stock
options  was  not less than fair market value on the date of grant.  The options
were  issued pursuant to Section 4(2) of the Securities Act of 1933, as amended,
based  on  the  representations  of  the  recipients.


                                       27
<PAGE>
ITEM  6.   SELECTED  FINANCIAL  DATA

          The  following  financial  data  has  been  derived  from  the audited
consolidated  financial  statements  and  should be read in conjunction with the
consolidated  financial statements and notes thereto appearing elsewhere in this
document.  All  amounts are in RMB.  The exchange rate was approximately US$1.00
to  RMB  8.3  at  December  31,  1998,  1999  and  2000.

                                           CBR Brewing Company, Inc.
(in RMB)                                        and Subsidiaries
                                           ------------------------
                                           Years Ended December 31,
                                -----------------------------------------------
                                     2000            1999             1998
                                -------------    -------------    -------------

Consolidated Statement
  of Income Data:

Sales, net of sales taxes         941,147,545      986,458,832    1,121,007,111
Gross profit                      205,979,387      218,202,956      193,523,991
Operating loss                    (94,288,604)        (412,431)     (24,260,273)
Net income (loss)                 (28,905,192)      23,655,102       21,391,510

Net income (loss) per common
  share                                 (3.61)            2.95             2.67
Cash dividends declared per
  common share                            -0-              -0-              -0-


                                              As of December 31,
                                -----------------------------------------------
                                     2000             1999             1998
                                -------------    -------------     ------------

Consolidated Balance
  Sheet Data:

Net working capital
  deficiency                     (274,731,879)    (160,971,900)    (192,019,443)
Total assets                      782,793,235      822,467,276      870,426,327
Long-term liabilities              16,699,543       10,000,000        2,847,911
Advances from shareholders                 -        36,719,200       50,267,705
Shareholders' equity              197,824,463      226,555,203      202,202,300

ITEM  7.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND
          RESULTS  OF  OPERATIONS

OVERVIEW  AND  MAJOR  DEVELOPMENTS:

          Effective  December  16,  1994,  the Company acquired Holdings, which,
through  its  subsidiaries and affiliates, is engaged in the production and sale
of  Pabst  Blue  Ribbon  beer in China.  Holdings is a holding company which was
formed  solely to effect the acquisition of a 60% interest in High Worth JV.  On
October  31,  1994,  High Worth JV acquired a 100% interest in Zhaoqing Brewery,
including  its  40%  interest  in  Noble  Brewery.


                                       28
<PAGE>
          The  acquisition  of  Zhaoqing  Brewery, including its 40% interest in
Noble  Brewery,  was accounted for under the purchase method of accounting.  The
consolidated  financial  statements  include  the  results  of  operations  of
Zhaoqing  Brewery  on  a  consolidated  basis and Noble Brewery under the equity
method  of  accounting  for  investments  commencing  October  31,  1994.  For
accounting purposes, the acquisition of Holdings by the Company has been treated
as  a  recapitalization  of  Holdings  with  Holdings  as  the acquirer (reverse
acquisition).

          Through  a  Sublicense  Agreement  dated  May  6,  1994  between Pabst
Zhaoqing and High Worth JV, High Worth JV acquired a sublicense to utilize Pabst
trademarks in conjunction with the production and marketing of beer in China and
other  Asian  countries  except  Hong  Kong,  Macau, Japan and South Korea.  The
sublicense  is  subject  to a prior License Agreement between Pabst US and Pabst
Zhaoqing,  and  a subsequent Assets Transferring Agreement among Pabst Zhaoqing,
Pabst  US  and  Guangdong  Blue  Ribbon (see "ITEM 1. BUSINESS - PABST LICENSING
ARRANGEMENTS  AND  TRADEMARKS").  The  License  Agreement expires on November 6,
2003.

          Noble  China  Inc.,  a  public  company  listed  on  the Toronto Stock
Exchange,  issued  a  press  release  on  May  27,  1999 to announce that it had
acquired  from Pabst Brewing Company the exclusive rights to brew and distribute
Pabst  Blue  Ribbon  beer throughout China for a period of 30 years from 2003 to
2033.  Noble China Inc.'s 1999 Annual Report confirmed that Noble China Inc. had
entered  into  a  license  agreement  with  Pabst Brewing Company in May 1999 to
utilize  the  Pabst  Blue  Ribbon  trademarks in connection with the production,
promotion,  distribution  and  sale  of beer in China for 30 years commencing in
November  2003,  and  that  Noble  China  Inc.  had  paid  Pabst Brewing Company
US$5,000,000  for  the  right  to  use  the Pabst Blue Ribbon trademarks and had
agreed  to  pay  royalties  based  on  gross  sales.

          In  addition,  Noble China Inc.'s December 31, 1999 Annual Information
Form  disclosed that under the existing License Agreement, Pabst Brewing Company
has  the obligation to "negotiate friendly" the possible renewal of the existing
License  Agreement  on its expiration in November 2003. Noble China Inc. further
asserted  that it assumed that obligation when it acquired the license rights to
the  Pabst  Blue  Ribbon  trademarks.

          Management  has  consulted with legal counsel regarding the legitimacy
of  the  purported  license  and the Company's potential responses. In addition,
management has consulted with Guangdong Blue Ribbon, the owner of the Pabst Blue
Ribbon  trademark  in  China,  regarding  potential  responses, and has met with
representatives  of  Noble  China  Inc.  in  an  attempt  to explore a potential
settlement.

          In  August  2000, the Company and Noble China Inc. signed a memorandum
pursuant  to  which  a  management  committee  was  established  to evaluate the
potential to coordinate and enhance the operations of Zhaoqing Brewery and Noble
Brewery  and  the  Marketing  Company.  In December 2000, management, marketing,
production  and  operations of Zhaoqing Brewery, Noble Brewery and the Marketing
Company were pooled together in order to achieve improved coordination of human,
financial,  production  and  marketing  activities, which is expected to achieve
greater  efficiency  and operating profitability. It is anticipated that certain
pooled  costs  will  be  allocated  in  proportion  to each brewery's respective
production  capacities.  However,  Zhaoqing  Brewery,  Noble  Brewery  and  the
Marketing Company will each remain as legally distinct entities. Pursuant to the
August  2000  memorandum,  after  the  pooled  management structure has begun to
function  smoothly,  the  management committee will commence a study to evaluate
the  formation  of  a  new  unified  company.

         Management of the Company has requested that Guangdong Blue Ribbon take
appropriate  action  to  protect  its  rights  and  its sub-licensees' rights to
utilize  the Pabst Blue Ribbon trademark in China.  The Company has been advised
that  Guangdong  Blue  Ribbon  is still evaluating the situation and has not yet
determined  how  it will respond to this matter.  Once Guangdong Blue Ribbon has
responded,  the  Company  expects to be in a position to evaluate and revise its


                                       29
<PAGE>
future  business plan and strategy accordingly.  The Company is currently unable
to  predict  the  effect  that  this  development may have on future operations.
However,  the  inability of the Company to obtain a sub-license from Noble China
Inc.  or  enter  into some other form of strategic relationship under acceptable
terms  and conditions to allow the Company to continue to produce and distribute
Pabst  Blue  Ribbon  beer  in  China would have a material adverse effect on the
Company's  future  results  of  operations,  financial  position and cash flows.

          During February 1995, the Marketing Company was established to conduct
the  distribution,  marketing  and  promotion throughout China of the Pabst Blue
Ribbon  beer produced by Zhaoqing Brewery and Noble Brewery.  The Company owns a
42%  net  interest in the Marketing Company.  Zhaoqing Brewery and Noble Brewery
commenced  selling  their  production  of  Pabst  Blue  Ribbon  beer through the
Marketing  Company  in  April  1995  and July 1995, respectively.  Subsequently,
Sichuan  High  Worth  Brewery  and Zao Yang High Worth Brewery commenced selling
their  production  of  Pabst  Blue  Ribbon beer through the Marketing Company in
April  1997  and June 1998, respectively.  The consolidated financial statements
include  the  results  of  operations of the Marketing Company on a consolidated
basis  commencing from April 1, 1995.  The Company has a controlling interest in
the  Marketing  Company  even  though  it  has an effective interest of only 42%
because  of  the Company's 60% interest in High Worth JV and 70% interest in the
Marketing  Company  (through a subsidiary), and because the Company controls the
majority of the votes on the board of directors of the Marketing Company and the
subsidiary.

          In  January  1998,  the  Company, through High Worth JV, established a
brewery  in  Hubei  Province  pursuant to a joint venture agreement in which the
Company  acquired  an  effective  interest  of 33%.  Zao Yang High Worth Brewery
commenced  the  production of Pabst Blue Ribbon beer in June 1998, at which time
the  Marketing  Company  also  began  purchasing  Zao  Yang High Worth Brewery's
production  of  Pabst  Blue  Ribbon  beer  for  distribution.  The  consolidated
financial  statements  include  the results of operations of Zao Yang High Worth
Brewery  on  a consolidated basis commencing from January 13, 1998.  The Company
has  a controlling interest in Zao Yang High Worth Brewery even though it has an
effective  interest  of  only  33% because of the Company's 60% interest in High
Worth  JV  and  55%  interest in Zao Yang High Worth Brewery (through High Worth
JV),  and because the Company controls the majority of the votes on the board of
directors  of  High  Worth  JV  and  Zao  Yang  High  Worth  Brewery.

          Prior  to  March  1995,  Zhaoqing  Brewery  had  produced  exclusively
domestic  brands of beer, and had an annual production capacity of 50,000 metric
tons  or  425,000 barrels of beer.  In late 1994, Zhaoqing Brewery commenced the
conversion  and  refinement of its original facilities and adopted a new brewing
technology  in  order to produce beer under the Pabst Blue Ribbon label.  During
March  1995,  Zhaoqing Brewery discontinued the production of all domestic brand
beer  and  commenced  exclusive  production of Pabst Blue Ribbon beer.  However,
less than 5% of beer production normally does not meet Pabst Blue Ribbon quality
standards and is packed and distributed as lower priced, local brand beer.  With
the  implementation of the new brewing technology and the purchase of additional
equipment  during  1995,  Zhaoqing Brewery reached its current full-scale annual
production  capacity  of  100,000 metric tons or 850,000 barrels of beer in late
1995.

          Noble Brewery has produced Pabst Blue Ribbon beer exclusively since it
commenced  operations.  Prior  to  1994,  Noble Brewery had an annual production
capacity  of 80,000 metric tons or 680,000 barrels of beer.  With the completion
of  a second brewing facility in July 1994, Noble Brewery reached its full-scale
annual  production  capacity of 200,000 metric tons or 1,700,000 barrels of beer
in  late  1994.


                                       30
<PAGE>
          In  late  1996,  Guangdong  Blue  Ribbon  established  a  wholly-owned
subsidiary  in  Le  Shang City, Sichuan Province, PRC, and started converting an
existing brewery with an annual production capacity of 20,000 metric tons into a
Pabst  Blue  Ribbon brewing complex ("Sichuan Brewery").  Production and sale of
Pabst  Blue  Ribbon  beer  commenced  in  April  1997.

          Effective  December  31,  1997,  the  Company,  through High Worth JV,
entered  into  a Settlement Agreement with Guangdong Blue Ribbon that allowed it
to  acquire  a  51%  interest  in  Sichuan  Brewery,  equivalent to an effective
interest of 31%.  Pursuant to an Equity Transfer Agreement signed on January 19,
1999, High Worth JV received a 15% consideration-free equity interest in Sichuan
Brewery,  so  that the Company has an effective interest of 9%.  Sichuan Brewery
was  formally  restructured  into  a new joint venture company and is the fourth
Pabst  Blue  Ribbon  brewing complex in China.  High Worth JV was also granted a
three-year  option  to  increase  its  equity  interest  to 51% at a fixed cost.

          On  June 5, 1999, a formal Joint Venture Agreement was signed among Le
Shan City E Mei Brewery (46.62%), High Worth JV (15.00%) and Wai Shun Investment
Limited (38.38%), an unaffiliated Hong Kong company, to form Sichuan Blue Ribbon
Brewery  High  Worth  Ltd. ("Sichuan High Worth Brewery").  The total registered
and  paid-up  capital  of  Sichuan  High Worth Brewery was RMB 51,221,258.  High
Worth  JV's  15%  equity interest is consideration-free but entitled to share in
the  profits of Sichuan High Worth Brewery.  The Joint Venture Agreement and the
relevant legal documents have been approved by the local government authorities.
Although  Sichuan  High  Worth  Brewery is currently producing Pabst Blue Ribbon
beer,  the  operating  results of Sichuan High Worth Brewery are not included in
the  Company's  financial  statements,  except  for any dividend income that the
Company  receives.

          In  June 1998, Zao Yang High Worth Brewery commenced the production of
Pabst  Blue  Ribbon  beer after completing conversion of the existing facilities
into  a  Pabst  Blue  Ribbon  brewing  facility.  Pursuant  to the joint venture
agreement,  Zao  Yang  High  Worth  Brewery  is required to sell all of its beer
production  to  the  Marketing  Company  for  resale.

          On  October  18,  1999,  Holdings, through its wholly-owned subsidiary
incorporated in the British Virgin Islands, March International, signed a formal
Joint  Venture Agreement with Jilin Province Juetai City Brewery (40%) and Jilin
Province  Chuang  Xiang  Zhi  Yie  Ltd. (9%), both of which are unaffiliated PRC
companies,  to  form  Jilin  Lianli  Brewery.  The  total registered and paid-up
capital  of  Jilin  Lianli  Brewery  was  RMB  25,000,000.  March  International
contributed  one  new  packing  line  and  the  right  to  use the "Lianli" beer
trademark  with  a  total value of RMB 12,750,000 as capital, and received a 51%
effective  interest  in  Jilin  Lianli Brewery.  The technical renovation of the
existing  brewing  equipment  and the installation of the new packaging line was
completed  in April 2000.  The Joint Venture Agreement was approved by the local
government  and  formal  operations commenced in May 2000.  However, due to weak
market  response  and the inability of the Chinese local partners to honor their
portion of the working capital commitment, the production and operation of Jilin
Lianli  Brewery  was  formally  terminated  in  December  2000.  The  Company is
currently  in  negotiation  with  certain  interested  parties to dispose of its
equity  interest  in  the  brewery.

          The  Company  conducts  a substantial portion of its purchases through
related  parties,  and  has  additional significant continuing transactions with
such  parties  (see  "ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS").


                                       31
<PAGE>
CONSOLIDATED  RESULTS  OF  OPERATIONS:

YEARS  ENDED  DECEMBER  31,  2000  AND  1999:

SALES:

          For  the year ended December 31, 2000, net sales were RMB 941,147,545,
as compared to net sale of RMB 986,458,832 for the year ended December 31, 1999.
Approximately  97%  of  total  sales in both 2000 and 1999 were from the sale of
products  with  the  Pabst  Blue  Ribbon  brand  name.

         During  the  year  ended  December 31, 2000, net sales of beer products
decreased  by  RMB  45,311,287  or  4.6%  to RMB 941,147,545, as compared to RMB
986,458,832  for  the  year  ended  December 31, 1999.  The Company sold 195,510
metric  tons  of beer to distributors in 2000 as compared to 204,226 metric tons
of beer in 1999, a decrease of 4.3%.  The decrease in net sales of beer products
during  the  year ended December 31, 2000 as compared to the year ended December
31,  1999  was  primarily  attributable  to the decrease in volume of beer sold,
which was a result of a weakening in consumer demand for foreign branded premium
beers  in  China  and  the  intense  competition  among  all breweries in China.

          In  response  to changing market conditions and competitive pressures,
the  Company  introduced  two  new  Pabst Blue Ribbon beer products during March
1998.  The new products cost less to produce as a result of containing less malt
and having a lower alcoholic content, and were sold in newly-designed packaging.
Although  the  sale  volume of these 10-degree light processed Pabst Blue Ribbon
beers  constituted  a  significant  portion  of  total  sales  in  1998,  their
contribution  to  overall  operating profit was below management's expectations.
Accordingly,  as  a result of a strategic reevaluation of the Company's markets,
management  decided  to discontinue the 10-degree beer in 1999, and attempted to
replace  such  sales  with  sales  of  the  11-degree  light  processed  beer.

          During  the year ended December 31, 2000, Zhaoqing Brewery sold 53,808
metric  tons of beer, of which 53,169 metric tons (98.8%) were Pabst Blue Ribbon
beer  and  639  metric  tons  (1.2%)  were  local brand beer.  In 2000, Zhaoqing
Brewery  sold  all  the Pabst Blue Ribbon beer produced to the Marketing Company
for  resale, and sold the local brand beer to the distributors directly.  During
the  year  ended  December 31, 1999, Zhaoqing Brewery sold 60,651 metric tons of
beer  to  the  Marketing Company, of which 59,212 metric tons (97.6%) were Pabst
Blue Ribbon beer and 1,439 metric tons (2.4%) were local brand beer.  Total beer
sold  by  Zhaoqing  Brewery  decreased  by 6,843 metric tons or 11.3% in 2000 as
compared  to  1999.

          During  the  years  ended  December 31, 2000 and 1999, Sichuan Brewery
sold  7,870  metric  tons  and  9,041  metric tons of beer, respectively, to the
Marketing  Company,  all  of  which  was  Pabst  Blue  Ribbon  beer.

          During  the  year ended December 31, 2000, Zao Yang High Worth Brewery
sold  18,510  metric  tons of beer, of which 1,023 metric tons (5.5%) were Pabst
Blue  Ribbon  beer and 17,487 metric tons (94.5%) were local brand beer.  During
the year ended December 31, 2000, Zao Yang High Worth Brewery sold all the Pabst
Blue  Ribbon  beer  produced  to  the Marketing Company for resale, and sold the
local  brand  beer to the distributors directly.  During the year ended December
31,  1999, Zao Yang High Worth Brewery sold 17,015 metric tons of beer, of which
4,716  metric  tons  (27.7%)  were Pabst Blue Ribbon beer and 12,299 metric tons
(72.3%)  were  local  brand  beer.

          The  Marketing  Company  regulated the production of Pabst Blue Ribbon
beer by Zhaoqing Brewery, Noble Brewery, Sichuan Brewery and Zao Yang High Worth
Brewery  during  2000  and  1999  in accordance with their respective production
capacities  in  order  to  balance  warehouse  inventory  levels and accommodate
projected  market  demand.

GROSS  PROFIT:

          For  the  year  ended  December  31,  2000, total gross profit was RMB
205,979,387  or  21.9%  of total net sales, as compared to total gross profit of
RMB  218,202,956  or  22.1%  of  total net sales for the year ended December 31,
1999.  Gross  profit  decreased  by RMB 12,223,569 to RMB 205,979,387 in 2000 as
compared  to  RMB  218,202,956  in 1999 as a result of the decrease in sales and
gross  margin.


                                       32
<PAGE>
          Gross margin from beer sales decreased to 21.9% in 2000 as compared to
22.1%  in  1999 as a result of a shift in the sales mix to slightly lower margin
Blue  Ribbon  beer  products and the increase in the sales of lower margin local
brand  beers.

          The  Company  expects  that  it  will experience pressure on its gross
profit  margin  in  2001 as a result of a continuing softness in consumer demand
for foreign premium beer in China, which the Company believes is attributable to
a  change in the consumption pattern in China caused in part by the aftereffects
of the Asian financial crisis, and increasing competition from foreign and local
premium  brand  beers.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES:

          For  the  year  ended  December  31,  2000,  selling,  general  and
administrative  expenses  were RMB 294,071,585 or 31.2% of net sales, consisting
of  selling  expenses of RMB 211,002,391 and general and administrative expenses
of RMB 83,069,194.  Net of the allowance for doubtful accounts of RMB 21,818,226
recorded  during  2000, general and administrative expenses were RMB 61,250,968.

          For  the  year  ended  December  31,  1999,  selling,  general  and
administrative  expenses  were RMB 217,915,167 or 22.1% of net sales, consisting
of  selling  expenses of RMB 138,497,167 and general and administrative expenses
of RMB 79,418,000.  Net of the allowance for doubtful accounts of RMB 24,235,137
recorded  during  1999, general and administrative expenses were RMB 55,182,863.

          Selling expenses include costs relating to the advertising, promotion,
marketing  and distribution of Pabst Blue Ribbon beer and other local brand name
beers  in  China.  Selling expenses increased by RMB 72,505,224 or 52.4% in 2000
as  compared  to 1999, and increased as a percent of net sales, to 22.4% in 2000
from  14.0%  in  1999.  Selling  expenses increased in 2000 as compared to 1999,
both  on  an  absolute  basis  and  as a percentage of sales, as a result of the
Company  continuing  its  expanded  advertising  and  promotional  programs  to
stimulate consumer demand in order to maintain the market position of Pabst Blue
Ribbon beer in China, and to implement new advertising and promotional campaigns
with  respect  to  the  Company's  local  brand  name  beers.

          Selling  expenses  are  recognized  through  the  consolidation of the
operations of the Marketing Company.  The Marketing Company incurs such expenses
on  behalf  of  all  of  the Pabst Blue Ribbon brewing facilities in China, even
though  not  all  of such facilities' results of operations are reflected in the
Company's operating income.  Although the Marketing Company is budgeted annually
to operate at break-even levels, based on agreed upon ex-factory prices that the
Marketing  Company pays to the respective breweries to purchase their production
of  Pabst  Blue  Ribbon  beer,  actual profitability, particularly on an interim
basis,  is  subject  to  substantial variability.  As a result of these factors,
during  the  years  ended  December  31,  2000  and  1999, the Marketing Company
incurred  an  operating loss of RMB 73,587,560 and RMB 41,639,000, respectively,
which  reduced  consolidated  operating  income  accordingly.

          General  and  administrative expenses consist of the management office
operating  costs of Zhaoqing Brewery, the Marketing Company, Zao Yang High Worth
Brewery and Jilin Lianli Brewery, the costs associated with the operation of the
Company's  executive offices, and the legal and accounting costs associated with
the  operation  of  a  public  company.  Excluding  the  allowance  for doubtful
accounts,  general  and  administrative  expenses  increased by RMB 6,068,105 or
10.8%  in 2000 as compared to 1999, and as a percentage of net sales, to 6.5% in
2000  from  5.6% in 1999.  General and administrative expenses increased in 2000
as  compared  to  1999 as a result of an increase in personnel-related costs and
the  costs  associated  with  the  administration  of the Company's breweries in
China.


                                       33
<PAGE>
          The  allowance  for  doubtful  accounts,  which  is  calculated  based
primarily  on  the age of outstanding accounts receivable, decreased slightly to
2.3%  of  net sales in 2000 as compared to 2.5% of net sales in 1999 as a result
of  the  implementation  of  tighter  credit  control and enhanced debt recovery
efforts.  However,  accounts  receivable  are typically outstanding for a longer
period  of  time  in  China  than  in  the  United  States.

FAIR  VALUE  OF  WARRANTS,  STOCK  OPTIONS  AND COMMON STOCK ISSUED FOR SERVICES
RENDERED:

          On  January  2,  1998,  options  to purchase 210,000 shares of Class A
Common  Stock  at  an  exercise  price of US$3.87 per share were granted to four
directors  and  five employees, and options to purchase 70,000 shares of Class A
Common Stock at an exercise price of US$4.26 were granted to two directors, each
of whom possesses indirectly more than 10% of the total combined voting power of
all  classes  of  common  stock  of  the Company.  From 50% to 70% of such stock
options  vested on April 1, 1998, and the remaining portion of the stock options
vest  in  varying  amounts  through  April 1, 2000.  The stock options expire on
dates  ranging  from  December  31,  2001  through  December  31,  2005.

          On  May 16, 2000, options to purchase 375,000 shares of Class A Common
Stock  at  an exercise price of US$0.72 per share were granted to four directors
and  five  employees,  and  options to purchase 145,000 shares of Class A Common
Stock  at  an exercise price of US$0.79 per share were granted to two directors,
each  of  whom  possesses  indirectly more than 10% of the total combined voting
power of all classes of common stock of the Company. Such stock options vest 50%
on July 1, 2000, 25% on July 1, 2001, and the remaining 25% on July 1, 2002. The
stock  options  expire  on  December  31,  2004.

          The  exercise price of all stock options was not less than fair market
value  on  the  grant  date  .  The stock options were accounted for pursuant to
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation"  ("SFAS  123").  Under  SFAS  123, the fair value of stock options
issued to non-employees (including non-employee directors in 1998) is calculated
according  to  the  Black-Scholes  option pricing model and amortized to expense
over the vesting period. As a result, the Company recognized RMB 174,452 and RMB
697,801  of  compensation  expense  in  2000  and  1999,  respectively.

IMPAIRMENTS  RELATED  TO  PROPERTY,  PLANT  AND  EQUIPMENT:

          During  December  2000,  the  production and operation of Jilin Lianli
Brewery  was  formally  terminated,  as a result of which the Company recorded a
provision  for  impairment of plant, machinery and equipment of RMB 6,000,000 at
December  31,  2000.  The  Company  is  currently  in  negotiation  with certain
interest  parties  to  dispose  of  its  equity  interest  in  the  brewery.

OPERATING  INCOME  (LOSS):

          For  the  year  ended  December  31,  2000, the operating loss was RMB
94,288,604,  as  compared to an operating loss of RMB 412,431 for the year ended
December  31, 1999.  The increase in operating loss is primarily attributable to
the decrease in volume of beer sold and the increase in selling, advertising and
promotional  expenses.

          The  Marketing  Company  purchases  Pabst Blue Ribbon beer at mutually
agreed  ex-factory prices, and is only allowed to mark-up the cost of Pabst Blue
Ribbon  beer  purchased  in  order to adequately cover its selling, advertising,
promotional,  distribution  and  administrative  expenses incurred in selling to
distributors.  The  Marketing  Company incurred certain non-budgeted selling and


                                       34
<PAGE>
advertising expenses in 2000 and 1999 that were not fully compensated for in the
Marketing  Company's intra-company pricing structure, resulting in the Marketing
Company  incurring  an  operating  loss  of  RMB  73,587,560 and RMB 41,639,000,
respectively,  which  reduced  consolidated  operating  income  accordingly.

INTEREST  INCOME  AND  INTEREST  EXPENSE:

          For  the  year  ended  December  31,  2000,  interest  income  was RMB
1,799,932,  as  compared  to interest income of RMB 3,090,081 for the year ended
December  31, 1999.  The decrease in interest income in 2000 of RMB 1,290,149 or
41.8% as compared to 1999 was primarily the result of a decrease in average bank
balances  during  2000.

          For the year ended December 31, 2000, interest expense, net of amounts
capitalized,  was  RMB  10,728,115,  as  compared to RMB 14,689,647 for the year
ended  December  31,  1999.  The  decrease  in  interest  expense in 2000 of RMB
3,961,532  or  27.0%  as  compared to 1999 was primarily the result of a general
decrease  in  bank  interest  rates and a decrease in the outstanding balance of
capital  lease  obligations  during  2000.

INCOME  TAXES:

          The  two-year income tax holiday for High Worth JV expired on December
31,  1997.  During  the  three  year  period from 1998 to 2000, High Worth JV is
required to pay local income tax at half of the normal rate of 33% on its profit
as  determined  in  accordance  with PRC accounting standards applicable to High
Worth JV.  Accordingly, for the year ended December 31, 2000, income tax expense
was  RMB  4,140,152.  For  the  year ended December 31, 1999, income tax expense
was  RMB  5,444,091.  Deferred  income  taxes  are based on the liability method
prescribed  by  SFAS  No.  109.

          The Company recorded deferred tax liabilities of RMB 4,413,000 for the
year  ended  December  31,  1996,  which  represented  the temporary differences
between  the  time when dividends are declared by the Company's subsidiaries and
associated  company and are received by the Company.  As the Company had elected
to  treat  its subsidiaries and associated company as partnerships in 1997, High
Worth  Holdings is the ultimate partner in these partnerships.  The Company will
only  be taxed when taxable distributions are received from High Worth Holdings.
High Worth Holdings has no current intention of making any income distributions,
and  accordingly,  the  deferred tax liability of RMB 4,413,000 was reversed and
recorded  as  a  reduction to income tax expense for the year ended December 31,
1998.

NET  INCOME  (LOSS):

          For the year ended December 31, 2000, net loss was RMB 28,905,192 (RMB
3.61  per  share),  as  compared  to  net income of RMB 23,655,102 (RMB 2.95 per
share)  for  the  year  ended  December  31,  1999.

YEARS  ENDED  DECEMBER  31,  1999  AND  1998:

SALES:

          For  the year ended December 31, 1999, net sales were RMB 986,458,832,
as  compared  to  net  sale of RMB 1,121,007,111 for the year ended December 31,
1998.  Approximately  98% and 99% of total sales in 1999 and 1998, respectively,
were  from  the  sale  of  products  with  the  Pabst  Blue  Ribbon  brand name.

         During  the  year  ended  December 31, 1999, net sales of beer products
decreased  by  RMB  134,548,279  or 12.0% to RMB 986,458,832, as compared to RMB
1,121,007,111  for  the  year ended December 31, 1998.  The Company sold 204,226
metric  tons  of beer to distributors in 1999 as compared to 235,670 metric tons
of  beer  in  1998,  a  decrease  of  13.3%.  The  decrease in net sales of beer
products  during  the year ended December 31, 1999 as compared to the year ended
December  31,  1998 was primarily attributable to the decrease in volume of beer
sold,  which  was a result of a weakening in consumer demand for foreign branded
premium  beer  in  China  and  the  elimination  of a low margin product line as
discussed  below.

          In  response  to changing market conditions and competitive pressures,
the  Company  introduced  two  new  Pabst Blue Ribbon beer products during March
1998.  The new products cost less to produce as a result of containing less malt
and having a lower alcoholic content, and were sold in newly-designed packaging.
Although  the  sale  volume of these 10-degree light processed Pabst Blue Ribbon


                                       35
<PAGE>
beers  constituted  a  significant  portion  of  total  sales  in  1998,  their
contribution  to  overall  operating profit was below management's expectations.
Accordingly,  as  a result of a strategic reevaluation of the Company's markets,
management  decided  to discontinue the 10-degree beer in 1999, and attempted to
replace  such  sales  with  sales  of  the  11-degree  light  processed  beer.

          During  the year ended December 31, 1999, Zhaoqing Brewery sold 60,651
metric  tons of beer, of which 59,212 metric tons (97.6%) were Pabst Blue Ribbon
beer  and  1,439  metric  tons  (2.4%) were local brand beer.  In 1999, Zhaoqing
Brewery  sold  all  the Pabst Blue Ribbon beer produced to the Marketing Company
for  resale, and sold the local brand beer to the distributors directly.  During
the  year  ended  December 31, 1998, Zhaoqing Brewery sold 73,246 metric tons of
beer  to  the  Marketing Company, of which 71,611 metric tons (97.8%) were Pabst
Blue Ribbon beer and 1,635 metric tons (2.2%) were local brand beer.  Total beer
sold  by  Zhaoqing  Brewery  decreased by 12,595 metric tons or 17.2% in 1999 as
compared  to  1998.

          During  the  years  ended  December 31, 1999 and 1998, Sichuan Brewery
sold  9,041  metric  tons  and  12,525 metric tons of beer, respectively, to the
Marketing  Company,  all  of  which  was  Pabst  Blue  Ribbon  beer.

          During  the  year ended December 31, 1999, Zao Yang High Worth Brewery
sold  17,015  metric tons of beer, of which 4,716 metric tons (27.7%) were Pabst
Blue Ribbon beer and 12,299 metric tons (72.3%) were local brand beer.  In 1999,
Zao  Yang High Worth Brewery sold all the Pabst Blue Ribbon beer produced to the
Marketing  Company for resale, and sold the local brand beer to the distributors
directly.  During  the year ended December 31, 1998, Zao Yang High Worth Brewery
sold  6,378  metric tons of beer to the Marketing Company, of which 4,295 metric
tons  (67.3%)  were  Pabst  Blue  Ribbon beer and 2,083 metric tons (32.7%) were
local  brand  beer.

          The  Marketing  Company  regulated the production of Pabst Blue Ribbon
beer by Zhaoqing Brewery, Noble Brewery, Sichuan Brewery and Zao Yang High Worth
Brewery  during  1998  and  1999  in accordance with their respective production
capacities  in  order  to  balance  warehouse  inventory  levels and accommodate
projected  market  demand.

GROSS  PROFIT:

          For  the  year  ended  December  31,  1999, total gross profit was RMB
218,202,956  or  22.1%  of total net sales, as compared to total gross profit of
RMB  193,523,991  or  17.3%  of  total net sales for the year ended December 31,
1998.  Despite  the  decrease in sales, gross profit increased by RMB 24,678,965
to RMB 218,202,956 in 1999 as compared to RMB 193,523,991 in 1998 as a result of
the  increase  in  gross  margin.

          Gross margin from beer sales increased to 22.1% in 1999 as compared to
17.3%  in 1998 as a result of a shift in the sales mix to higher margin products
and  effective  cost  control  measures.


                                       36
<PAGE>
SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES:

          For  the  year  ended  December  31,  1999,  selling,  general  and
administrative  expenses  were RMB 217,915,167 or 22.1% of net sales, consisting
of  selling  expenses of RMB 138,497,167 and general and administrative expenses
of RMB 79,418,000.  Net of the allowance for doubtful accounts of RMB 24,235,137
recorded  during  1999, general and administrative expenses were RMB 55,182,863.

          For  the  year  ended  December  31,  1998,  selling,  general  and
administrative  expenses  were RMB 215,134,986 or 19.2% of net sales, consisting
of  selling  expenses of RMB 148,046,684 and general and administrative expenses
of RMB 67,088,302.  Net of the allowance for doubtful accounts of RMB 15,367,012
recorded  during  1998, general and administrative expenses were RMB 51,721,290.

          Selling expenses include costs relating to the advertising, promotion,
marketing and distribution of Pabst Blue Ribbon beer in China.  Selling expenses
decreased by RMB 9,549,517 or 6.5% in 1999 as compared to 1998, but increased as
a  percent  of net sales, to 14.0% in 1999 from 13.2% in 1998.  Selling expenses
decreased  on  an  absolute basis in 1999 as compared to 1998 as a result of the
Company's  implementation  of  effective  cost  control measures with respect to
advertising  and  promotional programs.  Selling expenses increased as a percent
of net sales in 1999 as compared to 1998 as a result of a decrease in net sales.

          Selling  expenses  are  recognized  through  the  consolidation of the
operations of the Marketing Company.  The Marketing Company incurs such expenses
on  behalf  of  all  of  the Pabst Blue Ribbon brewing facilities in China, even
though  not  all  of such facilities' results of operations are reflected in the
Company's operating income.  Although the Marketing Company is budgeted annually
to operate at break-even levels, based on agreed upon ex-factory prices that the
Marketing  Company pays to the respective breweries to purchase their production
of  Pabst  Blue  Ribbon  beer,  actual profitability, particularly on an interim
basis,  is  subject  to  substantial variability.  As a result of these factors,
during  the  years  ended  December  31,  1999  and  1998, the Marketing Company
incurred  an  operating loss of RMB 41,639,000 and RMB 61,120,361, respectively,
which  reduced  consolidated  operating  income  accordingly.

          General  and  administrative expenses consist of the management office
operating  costs  of  Zhaoqing  Brewery, the Marketing Company and Zao Yang High
Worth  Brewery,  the  costs  associated  with  the  operation  of  the Company's
executive  offices,  and  the  legal  and  accounting  costs associated with the
operation  of  a public company.  Excluding the allowance for doubtful accounts,
general  and  administrative expenses increased by RMB 3,461,573 or 6.7% in 1999
as compared to 1998, and as a percentage of net sales, to 5.6% in 1999 from 4.6%
in  1998.  General  and administrative expenses increased in 1999 as compared to
1998  as  a  result  of  an  increase  in  personnel-related costs and the costs
associated  with  the  administration  of  the  Company's  breweries  in  China.

          The  allowance  for  doubtful  accounts,  which  is  calculated  based
primarily  on  the  age of outstanding accounts receivable, increased to 2.5% of
net  sales  in  1999  as compared to 1.4% of net sales in 1998 as a result of an
increase  in  the  age  of  accounts  receivable  outstanding in 1999.  However,
accounts  receivable  are  typically  outstanding for a longer period of time in
China  than  in  the  United  States.

FAIR  VALUE  OF  WARRANTS,  STOCK  OPTIONS  AND COMMON STOCK ISSUED FOR SERVICES
RENDERED:

          On  January  2,  1998,  options  to purchase 210,000 shares of Class A
common  stock  at  an  exercise  price of US$3.87 per share were granted to four
directors  and  five employees, and options to purchase 70,000 shares of Class A
common stock at an exercise price of US$4.26 were granted to two directors, each
of whom possesses indirectly more than 10% of the total combined voting power of
all  classes  of  common  stock  of  the Company.  From 50% to 70% of such stock
options  vested on April 1, 1998, and the remaining portion of the stock options
vest  in  varying  amounts  through  April 1, 2000.  The stock options expire on


                                       37
<PAGE>
dates  ranging  from  December  31,  2001  through December 31, 2005.  The stock
options  issued  to  non-employee  directors  were  accounted  for  pursuant  to
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation"  ("SFAS  123").  Under  SFAS  123, the fair value of stock options
issued  to  non-employees  is  calculated  according to the Black-Scholes option
pricing model and is amortized to expense over the vesting period.  As a result,
the  Company recognized RMB 2,218,706 and RMB 697,801 of compensation expense in
1998  and  1999,  respectively.

          On  March  2, 1998, the Company entered into a contract with Worldwide
Corporate  Finance,  a  corporate  financial  consulting  company,  to  provide
financial  and business consulting services to the Company.  The Company paid an
initial  non-refundable  retainer  by  issuing  10,000  shares of Class A common
stock,  which was recorded as a charge to operations for the year ended December
31,  1998  at their estimated fair market value of RMB 240,700 (US$29,000).  The
contract  expired  on  August 18, 1998 without any additional compensation being
paid  or  owed  to  Worldwide  Corporate  Finance.

OPERATING  INCOME  (LOSS):

          For  the  year  ended  December  31,  1999, the operating loss was RMB
412,431,  as  compared to an operating loss of RMB 24,260,273 for the year ended
December  31, 1998.  The decrease in operating loss is primarily attributable to
the  shift  in  the  sales  mix  to  higher  margin  products  and the Company's
implementation  of  effective  cost  control  measures  with respect to selling,
general  and  administrative  expenses.  Although  sales  decreased  in  1999 as
compared  to  1998, the shift in sales mix to higher margin products resulted in
an  increase  in  gross profit margin, which resulted in a decrease in operating
loss  in  1999  as  compared  to  1998.

          The  Marketing  Company  purchases  Pabst Blue Ribbon beer at mutually
agreed  ex-factory prices, and is only allowed to mark-up the cost of Pabst Blue
Ribbon  beer  purchased  in  order to adequately cover its selling, advertising,
promotional,  distribution  and  administrative  expenses incurred in selling to
distributors.  The  Marketing  Company incurred certain non-budgeted selling and
advertising expenses in 1998 and 1999 that were not fully compensated for in the
Marketing  Company's intra-company pricing structure, resulting in the Marketing
Company  incurring  an  operating  loss  of  RMB  61,120,361 and RMB 41,639,000,
respectively,  which  reduced  consolidated  operating  income  accordingly.

INTEREST  INCOME  AND  INTEREST  EXPENSE:

          For  the  year  ended  December  31,  1999,  interest  income  was RMB
3,090,081  as  compared  to  interest income of RMB 2,687,218 for the year ended
December  31,  1998.  The  increase in interest income in 1999 of RMB 402,863 or
15.0%  as  compared  to  1998  was  primarily  the result of higher average bank
balances  during  1999.

          For the year ended December 31, 1999, interest expense, net of amounts
capitalized, was RMB 14,689,647, as compared to RMB 9,507,873 for the year ended
December 31, 1998.  The increase in interest expense in 1999 of RMB 5,181,774 or
54.5%  as  compared  to  1998 was primarily the result of an increase in average
bank  borrowings  during  1999.

INCOME  TAXES:

          The  two-year income tax holiday for High Worth JV expired on December
31,  1997.  During  the  three  year  period from 1998 to 2000, High Worth JV is
required to pay local income tax at half of the normal rate of 33% on its profit
as  determined  in  accordance  with PRC accounting standards applicable to High


                                       38
<PAGE>
Worth JV.  Accordingly, for the year ended December 31, 1999, income tax expense
was RMB 5,444,091.  For the year ended December 31, 1998, income tax expense was
RMB  4,739,172.  Deferred  income  taxes  are  based  on  the  liability  method
prescribed  by  SFAS  No.  109.

          The Company recorded deferred tax liabilities of RMB 4,413,000 for the
year  ended  December  31,  1996,  which  represented  the temporary differences
between  the  time when dividends are declared by the Company's subsidiaries and
associated  company and are received by the Company.  As the Company had elected
to  treat  its subsidiaries and associated company as partnerships in 1997, High
Worth  Holdings is the ultimate partner in these partnerships.  The Company will
only  be taxed when taxable distributions are received from High Worth Holdings.
High Worth Holdings has no current intention of making any income distributions,
and  accordingly,  the  deferred tax liability of RMB 4,413,000 was reversed and
recorded  as  a  reduction to income tax expense for the year ended December 31,
1998.

NET  INCOME:

          For  the  year  ended  December  31, 1999, net income increased to RMB
23,655,102  (RMB  2.95  per  share), as compared to net income of RMB 21,391,510
(RMB  2.67  per  share)  for  the  year  ended  December  31,  1998.


NOBLE  BREWERY:

YEARS  ENDED  DECEMBER  31,  2000  AND  1999:

SALES:

          For  the year ended December 31, 2000, net sales were RMB 443,092,393,
as compared to net sales of RMB 513,807,992 for the year ended December 31,1999.

          During  the  year  ended December 31, 2000, Noble Brewery sold 103,968
metric tons of beer, almost all to the Marketing Company.  During the year ended
December 31, 1999, Noble Brewery sold 118,464 metric tons of beer, almost all to
the Marketing Company.  Total beer sold decreased by 14,496 metric tons or 12.2%
from  1999  to 2000, primarily as a result of the general softening of demand in
the  beer  market in China.  In addition, as a result of the regulation of sales
by  the Marketing Company, which purchases beer from the breweries in accordance
with  their  respective  production  capacities,  the  beer  produced by Sichuan
Brewery and Zao Yang High Worth Brewery in 2000 had the effect of reducing Noble
Brewery's  beer  sales  in  2000.

GROSS  PROFIT:

          For the year ended December 31, 2000, gross profit was RMB 152,008,267
or  34.3%  of net sales, as compared to gross profit of RMB 197,370,369 or 38.4%
of  net  sales  for the year ended December 31, 1999.  The decrease in the gross
profit  margin  of  4.1%  in 2000 as compared to 1999 was a result of a shift in
sales  mix  to  lower  margin  products  in  2000 in response to changing market
conditions.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES:

          For  the  year  ended  December  31,  2000,  selling,  general  and
administrative expenses were RMB 171,174,772 (38.6% of net sales), consisting of
selling expenses of RMB 2,293,311 and general and administrative expenses of RMB
168,881,461.  Net  of  an allowance for doubtful accounts of RMB 137,000,000 for
the  year  ended December 31, 2000, general and administrative expenses were RMB
31,881,461.  For  the  year  ended  December  31,  1999,  selling,  general  and
administrative  expenses  were RMB 32,232,488 (6.3% of net sales), consisting of
selling expenses of RMB 4,395,587 and general and administrative expenses of RMB
27,836,901.  Net  of  a  write-back  of  allowance  for doubtful accounts of RMB
6,080,775  for  the  year  ended  December  31, 1999, general and administrative
expenses  were RMB 33,917,676.  Selling expenses consist of warehousing, storage
and  freight  costs.


                                       39
<PAGE>
         As  of  December  31,  2000,  Noble  Brewery  recorded an allowance for
doubtful  accounts  of RMB 137,000,000 related to amounts due from the Marketing
Company.  This  allowance  for doubtful accounts was eliminated in the Company's
consolidated  financial  statements,  and  had  no  effect  on  the  Company's
consolidated  results  of  operations  for  the  year  ended  December 31, 2000.

          During  1995,  the  Marketing  Company  was  established  to  market
throughout  China  the  Pabst  Blue Ribbon beer produced by Zhaoqing Brewery and
Noble  Brewery.  The  Marketing Company assumed the responsibility for marketing
the  Pabst  Blue  Ribbon  beer  produced  by Noble Brewery during July 1995, and
incurred  almost  all  of  the  1999  and  2000  selling  expenses.

          Selling  expenses  decreased  by  RMB  2,102,276  or  47.8% in 2000 as
compared  to 1999, and represented 0.5% of net sales in 2000 as compared to 0.9%
of  net  sales  in  1999,  as  a  result  of  a  decrease  in  warehousing  and
transportation  costs.  General  and  administrative  expenses  increased by RMB
141,044,560  or 506.7% in 2000 as compared to 1999, and represented 38.1% of net
sales in 2000 as compared to 5.4% of net sales in 1999.  Excluding the allowance
for  doubtful  accounts,  general  and  administrative expenses decreased by RMB
2,036,215  or  6.0%  in  2000  as  compared to 1999.  General and administrative
expenses  decreased  in  2000  as  compared  in  1999  primarily  as a result of
effective  cost  control  measures.

OPERATING  INCOME  (LOSS):

          For  the  year  ended  December  31,  2000,  operating  loss  was  RMB
19,166,505,  as  compared  to  operating  income of RMB 165,137,881 for the year
ended  December  31,  1999.

INTEREST  INCOME  AND  INTEREST  EXPENSE:

          For  the  year  ended  December  31,  2000,  interest  income  was RMB
1,141,976,  as  compared  to interest income of RMB 1,650,372 for the year ended
December  31,  1999,  due  primarily  to  average bank balances and bank deposit
interest  rates  being  lower  in  2000.

          For the year ended December 31, 2000, interest expense was RMB 16,724,
as  compared  to  interest expense of RMB 51,926 for the year ended December 31,
1999,  as  a  result  of lower average bank interest rates for discounting bills
receivable  in  2000.

INCOME  TAXES:

          For  the  year  ended  December  31,  2000, income tax expense was RMB
31,479,185,  which  consisted  of  RMB  28,479,185  for PRC income taxes and RMB
3,000,000  for deferred income taxes as a result of temporary timing differences
with  respect to accelerated depreciation of property, plant and equipment.  For
the  year  ended December 31, 1999, income tax expense was RMB 42,887,055, which
consisted  of RMB 40,587,055 for PRC income taxes and RMB 2,300,000 for deferred
income  taxes  as  a  result  of  temporary  timing  differences with respect to
accelerated  depreciation  of  property, plant and equipment.  The two year 100%
income  tax holiday and the three year 50% income tax reduction period for Noble
Brewery  expired  on  December  31,  1995  and  December 31, 1998, respectively.
Commencing  in  1999,  Noble Brewery was required to pay local income tax at the
full  normal  rate  of  33%  on  its profit as determined in accordance with PRC
accounting  standards  applicable  to  Noble  Brewery.


                                       40
<PAGE>
NET  INCOME  (LOSS):

          For  the year ended December 31, 2000, net loss was RMB 46,022,668, as
compared  to net income of RMB 128,417,934 for the year ended December 31, 1999.


YEARS  ENDED  DECEMBER  31,  1999  AND  1998:

SALES:

          For  the year ended December 31, 1999, net sales were RMB 513,807,992,
as compared to net sales of RMB 584,469,720 for the year ended December 31,1998.

          During  the  year  ended December 31, 1999, Noble Brewery sold 118,464
metric tons of beer, almost all to the Marketing Company.  During the year ended
December 31, 1998, Noble Brewery sold 143,236 metric tons of beer, almost all to
the Marketing Company.  Total beer sold decreased by 24,772 metric tons or 17.3%
from  1998  to 1999, primarily as a result of the general softening of demand in
the  beer  market in China.  In addition, as a result of the regulation of sales
by  the Marketing Company, which purchases beer from the breweries in accordance
with  their  respective  production  capacities,  the  beer  produced by Sichuan
Brewery and Zao Yang High Worth Brewery in 1999 had the effect of reducing Noble
Brewery's  beer  sales  in  1999.

GROSS  PROFIT:

          For the year ended December 31, 1999, gross profit was RMB 197,370,369
or  38.4%  of net sales, as compared to gross profit of RMB 177,258,447 or 30.3%
of  net  sales  for the year ended December 31, 1998.  The increase in the gross
profit  margin of 8.1% in 1999 as compared to 1998 was a result of a decrease in
the  cost  of  raw  materials, effective cost control measures, and the shift in
sales  mix  to  higher  margin  products.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES:

          For  the  year  ended  December  31,  1999,  selling,  general  and
administrative  expenses  were RMB 32,232,488 (6.3% of net sales), consisting of
selling expenses of RMB 4,395,587 and general and administrative expenses of RMB
27,836,901.  Net  of  a  write-back  of  allowance  for doubtful accounts of RMB
6,080,775  for  the  year  ended  December  31, 1999, general and administrative
expenses  were  RMB  33,917,676.  For the year ended December 31, 1998, selling,
general  and  administrative  expenses  were RMB 47,955,747 (8.2% of net sales),
consisting  of  selling expenses of RMB 3,707,837 and general and administrative
expenses  of  RMB  44,247,910.  Net of an allowance for doubtful accounts of RMB
7,178,852  for  the  year  ended  December  31, 1998, general and administrative
expenses  were RMB 37,069,058.  Selling expenses consist of warehousing, storage
and  freight  costs.

          During  1995,  the  Marketing  Company  was  established  to  market
throughout  China  the  Pabst  Blue Ribbon beer produced by Zhaoqing Brewery and
Noble  Brewery.  The  Marketing Company assumed the responsibility for marketing
the  Pabst  Blue  Ribbon  beer  produced  by Noble Brewery during July 1995, and
incurred  almost  all  of  the  1998  and  1999  selling  expenses.

          Selling expenses increased by RMB 687,750 or 18.5% in 1999 as compared
to  1998,  and  represented 0.9% of net sales in 1999 as compared to 0.6% of net
sales  in  1998,  as  a  result of an increase in warehousing and transportation
costs.  General and administrative expenses decreased by RMB 16,411,009 or 37.1%
in  1999  as  compared  to  1998,  and  represented 5.4% of net sales in 1999 as
compared  to  7.6%  of  net sales in 1998.  Excluding the allowance for doubtful
accounts, general and administrative expenses decreased by RMB 3,151,382 or 8.5%
in  1999  as compared to 1998.  General and administrative expenses decreased in
1999  as  compared  in  1998  primarily  as  a  result of effective cost control
measures.


                                       41
<PAGE>
OPERATING  INCOME:

          For  the  year  ended  December  31,  1999,  operating  income was RMB
165,137,881  or  32.1%  of  net  sales,  as  compared to operating income of RMB
129,302,700  or  22.1%  of  net  sales  for  the  year  ended December 31, 1998.

INTEREST  INCOME  AND  INTEREST  EXPENSE:

          For  the  year  ended  December  31,  1999,  interest  income  was RMB
1,650,372,  as  compared  to interest income of RMB 2,406,192 for the year ended
December  31,  1998,  due  primarily  to  average bank balances and average bank
deposit  interest  rates  being  lower  in  1999.

          For the year ended December 31, 1999, interest expense was RMB 51,926,
as  compared  to  interest expense of RMB 73,506 for the year ended December 31,
1998,  as  a  result  of lower average bank interest rates for discounting bills
receivable  in  1999.

INCOME  TAXES:

          For  the  year  ended  December  31,  1999, income tax expense was RMB
42,887,055,  which  consisted  of  RMB  40,587,055  for PRC income taxes and RMB
2,300,000  for deferred income taxes as a result of temporary timing differences
with  respect to accelerated depreciation of property, plant and equipment.  For
the  year  ended  December 31, 1998, income tax expense was RMB 8,226,523, which
consisted  of  RMB  15,726,523  recorded  for PRC income taxes and RMB 7,500,000
credited  for deferred income taxes as a result of the reversal of the temporary
timing  differences  with respect to accelerated depreciation of property, plant
and  equipment.  The  two  year  100%  income tax holiday and the three year 50%
income  tax  reduction period for Noble Brewery expired on December 31, 1995 and
December 31, 1998, respectively.  Commencing in 1999, Noble Brewery was required
to  pay  local  income  tax  at  the  full  normal  rate of 33% on its profit as
determined  in  accordance  with  PRC  accounting  standards applicable to Noble
Brewery.

NET  INCOME:

          For  the  year ended December 31, 1999, net income was RMB 128,417,934
or  25.0% of net sales, as compared to RMB 126,228,058 or 21.6% of net sales for
the  year  ended  December  31,  1998.


CONSOLIDATED  FINANCIAL  CONDITION  -  DECEMBER  31,  2000:

LIQUIDITY  AND  CAPITAL  RESOURCES:

     Operating.   For the year ended December 31, 2000, the Company's operations
provided cash resources of RMB 60,222,966, as compared to RMB 81,062,020 for the
year  ended  December 31, 1999, primarily as a result of reduced cash flows from
accounts  receivable,  offset  in  part  by  an  increase  in  cash  flows  from
inventories, amounts due from related companies, prepayments, deposits and other
receivables,  accounts  payable  and  accrued  liabilities, and amount due to an
associated  company.  The  Company's cash balance decreased by RMB 15,739,556 to
RMB  90,313,060 at December 31, 2000, as compared to RMB 106,052,616 at December
31,  1999.  The  Company's  net  working  capital  deficit  increased  by  RMB
113,759,979  to  RMB  274,731,879  at  December  31,  2000,  as  compared to RMB
160,971,900  at  December 31, 1999, resulting in a current ratio at December 31,
2000  of  0.49:1,  as  compared  to  0.66:1  at  December  31,  1999.


                                       42
<PAGE>
          The  Company  recorded  a  provision  for  doubtful  accounts  of  RMB
21,818,226  for  the year ended December 31, 2000, as compared to RMB 24,287,267
for  the  year  ended  December 31, 1999.  As of December 31, 2000 and 1999, the
allowance  for  doubtful  accounts  was  RMB  81,652,544  and  RMB  59,834,318,
respectively.  As  a  percent  of  total  accounts receivable, the allowance for
doubtful  accounts  was  52.9%  and  55.1%  at  December  31,  2000  and  1999,
respectively.  Accounts  receivable  increased by RMB 45,653,273 or 42.0% to RMB
154,323,734 at December 31, 2000, as compared to RMB 108,670,461 at December 31,
1999,  as  a result of a slowdown in payments from customers and extended credit
terms  offered  to  certain  distributors.

          The  Company's inventories decreased by RMB 22,659,971 or 30.9% to RMB
50,581,977  at  December 31, 2000, as compared to RMB 73,241,948 at December 31,
1999.  The  decrease  in  inventories was mainly due to the Company's efforts to
reduce  the  level  of  finished  goods.

          The  Company's  accounts  payable and accrued liabilities increased by
RMB  48,431,851 or 39.0% to RMB 172,674,399 at December 31, 2000, as compared to
RMB  96,661,317  at  December  31,  1999.  The  increase in accounts payable and
accrued  liabilities  was  mainly  due  to  increase  in accrued advertising and
promotion  expenses  incurred  by  the  Marketing  Company.

          The amounts due from related companies represented receivable balances
from  Guangdong  Blue Ribbon and its affiliated companies.  The amounts due from
related  companies  decreased  by  RMB  24,023,012  or  97.5%  to RMB 623,798 at
December  31,  2000  as  compared  to  RMB 24,646,810 at December 31, 1999, as a
result  of  the  settlement  of  amounts  due  from  related  companies.

         The  amounts  due  to  related  companies,  net  of  RMB  12,250,000 of
excessive  fixed assets contributed by the minority shareholders of Jilin Lianli
Brewery,  increased  by RMB 4,210,473 or 26.7% to RMB 15,746,366 at December 31,
2000,  as  compared  to  RMB  11,535,893  at  December  31,  1999, and consisted
primarily of payable balances resulting from the purchase of packaging materials
and  expenses  paid  by  Guangdong  Blue  Ribbon  on  behalf  of  the  Company.

          Investing.  For  the  year  ended  December  31,  2000,  additions  to
property,  plant  and  equipment  aggregated  RMB  30,531,758,  which  included
approximately  RMB  6,700,000  and RMB 9,000,000 for acquiring new equipment and
renovation  of  existing  machinery  by Zao Yang High Worth Brewery and Zhaoqing
Brewery,  respectively,  approximately  RMB  2,170,000  for  the  acquisition of
vehicles  and  office  equipment by the Marketing Company, and approximately RMB
12,660,000  for  the  technical  renovation  of  old  brewing  equipment and the
installation  of  a  new  packaging  line  at  Jilin  Lianli  Brewery.

         The  Company  anticipates  that  additional  capital  expenditures  in
connection with the improvement of production facilities at Zhaoqing Brewery and
Zao  Yang High Worth Brewery during 2001 will be approximately RMB 8,000,000 and
RMB  6,000,000,  respectively,  a  portion  of  which is expected to be financed
through  capital  leases  and new bank borrowings.  The Company believes that it
will  be  able  to  fund  expected  capital  expenditures  with  respect  to the
continuing  development of its brewery operations through internal cash flow and
external  resources.

          Financing.  During  the  year  ended  December 31, 2000, the Company's
secured  bank  loans  decreased by RMB 689,660, reflecting new borrowings of RMB
108,771,703  and repayments of RMB 109,461,363.  The bank loans bear interest at
fixed  rates ranging from 8.4% to 11.6%, and are repayable within the next three
years.  A  substantial  portion of the bank loans have been utilized to fund the
expansion and working capital requirements of Zhaoqing Brewery and Zao Yang High
Worth  Brewery.


                                       43
<PAGE>
          During  2000,  Noble  Brewery declared and paid a dividend relating to
earnings  for  the year ended December 31, 1999, resulting in a dividend to High
Worth  JV  of  RMB  40,796,520.

          On  March 20, 2000, the Board of Directors of High Worth JV declared a
fourth  dividend  distribution  of  RMB  47,518,778, resulting in RMB 28,511,267
payable  to  Holdings.  The  minority  interest's 40% portion of the dividend is
recorded  as  a liability at the declaration date and is included in amounts due
to  related  companies.  Such dividends are distributed by installments in order
to avoid any disruption to the normal operating cash flow position of High Worth
JV.  During  the  years ended December 31, 2000 and 1999, High Worth JV recorded
aggregate  dividends to the 40% minority interest holder, Guangdong Blue Ribbon,
of  RMB  19,007,510  and  RMB  20,638,685,  respectively.

          In  connection  with  the  acquisition  of High Worth JV, Oriental Win
Holdings  Ltd.  ("Oriental  Win") advanced US$8,869,585 to Holdings during 1994.
The rights to collect US$8,000,000 of the advance were transferred from Oriental
Win  to its shareholders in proportion to their respective shareholder interests
in August 1996 (West Coast Star Enterprises Ltd. - 60%; Mapesbury Limited - 20%;
Redcliffe  Holdings  Ltd.  -  20%).  The  advances  bore  no  interest  and were
repayable  at  the  discretion  of  the Company, with the shareholders having no
right to demand repayment.  The Company had the option of offsetting or repaying
the  advances  or  any  part  thereof  by  allotment  of  shares at par value in
Holdings.  Mapesbury  limited assigned its advances and shares in the Company to
Top  Link  Development  Limited  in  February  1998.  On  September 8, 1998, the
remaining  rights  to  collect  US$848,000 of the advances were transferred from
Oriental  Win  to its shareholders in proportion to their respective shareholder
interests,  less  US$21,585  repaid  by  Holdings on behalf of Oriental Win, and
Oriental  Win  was  formally dissolved by its shareholders on December 22, 1998.
On  November  26,  1998,  Holdings  partially  repaid approximately 31.5% of the
advances  from  shareholders,  amounting to US$2,791,650.  In May 1999, Holdings
partially  repaid  approximately  18.5%  of  the  advances  from  shareholders,
amounting  to  US$1,632,350.  In  March  2000,  Holdings  partially  repaid
approximately  30%  of the advances from shareholders amounting to US$2,654,400.
In  August  2000,  Holdings  repaid  the  remaining balance of the advances from
shareholders,  amounting  to  US$1,769,600.

          During the year ended December 31, 2000, Guangdong Blue Ribbon and its
affiliated  companies  provided  the  Company  with  raw  materials  financing
aggregating  approximately  RMB  9,600,000,  which  obligations  are  unsecured,
interest-free  and  repayable  on  demand.

         The year ended December 31, 2000 was a difficult and disappointing year
for the Company, with decreased sales, increased costs, a net loss for the first
time  in  several  years,  reduced  cash  flows, diminished working capital, and
intense  competition.  The Company expects that these pressures will continue in
2001,  resulting  in  a  net loss for at least the three months ending March 31,
2001.  Accordingly,  the Company has commenced an overhaul of its operations and
marketing  programs  through  the newly established management committee and the
recruitment of an experienced chief operations manager who joined the Company in
February  2001.  With  the  pooling  of the resources of Zhaoqing Brewery, Noble
Brewery  and  the Marketing Company, as well as the continuing financial support
from  its  principal shareholder and affiliates, the Company believes it has the
requisite  operating  and  financial resources to return to profitability in the
near  future.  However, there can be no assurances that the Company will be able
to return to profitability in the near future.  Should the Company not return to
profitability  in the near future, the Company will have to consider more severe
restructuring  alternatives.

          The  Company  anticipates  that its operating cash flow, combined with
cash  on  hand, bank lines of credit, and other external credit sources, and the
credit  facilities  provided  by  affiliates or related parties, are adequate to
satisfy  the  Company's  working capital requirements for the fiscal year ending
December  31,  2001.  In order to finance the continuing capital requirements of
the  Company,  the  Company  may also utilize additional long-term bank loans or
lease  financing.


                                       44
<PAGE>
INFLATION  AND  CURRENCY  MATTERS:

          In the most recent decade, the Chinese economy has experienced periods
of rapid economic growth as well as relatively high rates of inflation, which in
turn  has resulted in the periodic adoption by the Chinese government of various
corrective  measures  designed  to regulate growth and contain inflation.  Since
1993,  the  Chinese  government  has implemented an economic program designed to
control  inflation,  which  has resulted in the tightening of working capital to
Chinese business enterprises.  The Company believes that the aftereffects of the
Asian  financial  crisis has resulted in a change of consumer spending patterns,
and  a  general  tightening  of  credit,  throughout  China.  The success of the
Company  depends  in substantial part on the continued growth and development of
the  Chinese  economy.

          Foreign operations are subject to certain risks inherent in conducting
business  abroad,  including  price  and  currency  exchange  controls,  and
fluctuations  in  the  relative  value  of  currencies.  The  Company  conducts
virtually  all  of  its  business  in  China  and,  accordingly, the sale of its
products  is  settled  primarily  in  RMB.  As a result, devaluation or currency
fluctuation  of  the  RMB  against  the USD would adversely affect the Company's
financial  performance  when  measured  in  USD.  Although prior to 1994 the RMB
experienced significant devaluation against the USD, the RMB has remained fairly
stable  since  then. In addition, the RMB is not freely convertible into foreign
currencies, and the ability to convert the RMB is subject to the availability of
foreign  currencies.  Effective  December  1,  1998,  all  foreign  exchange
transactions  involving  the  RMB  must  take  place through authorized banks or
financial  institutions  in China at the prevailing exchange rates quoted by the
People's  Bank  of  China.

         As  China is likely to be a member of the World Trade Organization, the
central  government  of  China  is expected to adopt a more rigorous approach to
partially  deregulate  the  currency  conversion  restriction, which may in turn
increase  the  exchange  rate fluctuation of the RMB.  Should there be any major
change  in  the  central  government's  currency  policies, the Company does not
believe  that  such  an  action would have a detrimental effect on the Company's
operations,  since  the Company conducts virtually all of its business in China,
and  the  sale  of  its  products  is  settled  in  RMB.

          The  Company  has  historically  relied  on  dividend  distributions,
converted  from  RMB  into  USD,  to  fund its activities outside of China.  The
Company  does not expect that any future currency fluctuation in RMB will affect
the ability of High Worth JV to continue to distribute such dividends.  However,
in the event of a fluctuation, High Worth JV could elect to distribute dividends
in  RMB,  which  would  then  be  converted into other currencies when the later
prevailing  market  rates  stabilized.

          Although  prior  to  1994  the RMB experienced significant devaluation
against  the  USD,  the RMB has remained fairly stable since then.  The exchange
was  approximately  US$1.00  to  RMB  8.3  at  December 31, 1998, 1999 and 2000.

QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK:

         The  Company does not have any market risk with respect to such factors
as  commodity prices, equity prices, and other market changes that affect market
risk  sensitive  investments.


                                       45
<PAGE>
         With  respect  to foreign currency exchange rates, the Company does not
believe  that a devaluation or fluctuation of the RMB against the USD would have
a  detrimental  effect  on  the Company's operations, since the Company conducts
virtually  all  of  its  business in China, and the sale of its products and the
purchase  of  raw  materials  and  services  is settled in RMB.  The effect of a
devaluation or fluctuation of the RMB against the USD would affect the Company's
results  of operations, financial position and cash flows, when presented in USD
(based  on  a  current  exchange  rate)  as  compared  to  RMB.

         The Company does not have any interest rate risk, as the Company's debt
obligations  are  primarily  short-term  in  nature,  with fixed interest rates.

ENVIRONMENTAL  MATTERS:

          Management  believes  that  the Company complies with all national and
local  environmental  protection laws and regulations of the PRC.  In 1998, 1999
and 2000, compliance with the provisions of all national and local environmental
laws  and  regulations  did  not  have  a material effect upon earnings, capital
expenditures  or  the  competitive  position  of  the  Company.

NEW  ACCOUNTING  PRONOUNCEMENT:

          In  June  1998,  the  Financial  Accounting  Standards  Board  issued
Statement  No.  133,  "Accounting  for  Derivative  Instruments  and  Hedging
Activities"  ("SFAS  No.  133"), which is effective for financial statements for
all fiscal quarters of all fiscal years beginning after June 15, 2000.  SFAS No.
133  standardizes  the  accounting for derivative instruments, including certain
derivative  instruments embedded in other contracts, by requiring that an entity
recognize  those  items  as  assets or liabilities in the statement of financial
position  and  measure  them  at  fair  value.  SFAS  No. 133 also addresses the
accounting  for hedging activities.  The Company will adopt SFAS No. 133 for its
fiscal year beginning January 1, 2001.  The Company does not anticipate that the
adoption  of  SFAS  No.  133  will  have  any  impact on its financial statement
presentation  or  disclosures.


                                       46
<PAGE>
ITEM  8.   FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

          The  financial  statements  and  exhibits  are  listed  at  "ITEM  14.
EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES  AND  REPORTS  ON  FORM  8-K".

          Selected  unaudited  2000 and 1999 quarterly financial information, in
RMB,  is  as  follows:

                                              2000               1999
                                         --------------      -----------

THREE MONTHS ENDED MARCH 31:

Sales, net of sales taxes                   296,978,834      279,612,548
Gross profit                                 66,806,706       61,095,071
Operating income (loss)                        (223,453)       6,564,615
Net income                                    4,754,786        7,489,831
Net income per common share                        0.59             0.94

THREE MONTHS ENDED JUNE 30:

Sales, net of sales taxes                   280,826,872      278,247,626
Gross profit                                 63,560,800       60,476,682
Operating income                                775,469        2,394,218
Net income                                    4,481,052        7,709,992
Net income per common share                        0.56             0.96

THREE MONTHS ENDED SEPTEMBER 30:

Sales, net of sales taxes                    191,292,909     250,765,566
Gross profit                                  43,304,551      58,155,297
Operating income (loss)                      (27,358,620)      1,352,580
Net income (loss)                             (7,838,502)      4,187,300
Net income (loss) per common share                 (0.98)           0.52

THREE MONTHS ENDED DECEMBER 31:

Sales, net of sales taxes                    172,048,930     177,833,092
Gross profit                                  32,307,330      38,475,906
Operating loss                               (67,482,000)    (10,723,844)
Net income (loss)                            (30,302,528)      4,267,979
Net income (loss) per common share                 (3.78)           0.53

YEAR ENDED DECEMBER 31:

Sales, net of sales taxes                    941,147,545     986,458,832
Gross profit                                 205,979,387     218,202,956
Operating loss                               (94,288,604)       (412,431)
Net income (loss)                            (28,905,192)     23,655,102
Net income (loss) per common share                 (3.61)           2.95

ITEM  9.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
          FINANCIAL  DISCLOSURE

          None.


                                       47
<PAGE>
                                  PART  III.

ITEM  10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

          The  following  tables  and  text sets forth the names and ages of all
directors  and executive officers of the Company as of March 31, 2001, and their
positions  and  offices with the Company.  The Board of Directors of the Company
is  comprised of only one class.  All of the directors will serve until the next
annual  meeting  of  shareholders  and  until  their  successors are elected and
qualified,  or  until  their  earlier death, retirement, resignation or removal.
Executive  officers  serve  at the discretion of the Board of Directors, and are
appointed  to  serve  until  the  first Board of Directors meeting following the
annual  meeting  of  shareholders.  There  are  no  family  relationships  among
directors  and  executive officers.  Also provided is a brief description of the
business  experience of each director and executive officer during the past five
years  and  an  indication  of  directorships  held  by  each  director in other
companies  subject  to  the  reporting requirements under the Federal securities
laws.

          In  conjunction  with  the  reorganization  of  the  Company  in 1994,
Oriental  Win  acquired  a controlling interest in the Company, and received the
right to appoint a majority of the members of the Board of Directors for so long
as  it  held its shares.  As a result of the distribution by Oriental Win to its
shareholders  during  August  1996  of  all of the shares of common stock of the
Company  that  it owned, West Coast Star Enterprises Ltd. became the controlling
shareholder  of  the Company and acquired the right to appoint a majority of the
members  of  the  Board  of  Directors  for  so  long  as  it  holds its shares.

                                     DIRECTORS

                                        Date Elected
Name                     Age            as Director
----                     ---            ------------

John Zhao Li             46             November 1994

Lee Tak Wong             44             September 1995

Jin-qiang Zhang          59             July 1997

Zi-shou Chen             60             July 1997

Deng-chen Yin            60             July 1997

Guang Wei Liang          38             March 1998

                                 EXECUTIVE OFFICERS
                                                              Date Elected
Name                     Age            Position               as Officer
----                     ---            --------              ------------

Jin-qiang Zhang          59             Chairman and          August 1997
                                        Chief Executive
                                        Officer

Guang-wei Liang          38             President             March 2001

John Zhao Li             46             Vice President        November 1994

Gary C.K. Lui            40             Vice President and    April 1996
                                        Chief Financial
                                        Officer


                                       48
<PAGE>
BIOGRAPHIES  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS:

JIN-QIANG  ZHANG

          Mr.  Zhang,  Chairman,  Chief  Executive Officer and a director of the
Company, has over 30 years experience in manufacturing.  Since the early 1980's,
Mr.  Zhang  has  held  senior  management  positions  in  several  manufacturing
enterprises in China which were engaged principally in the electronics industry.
During  the last past five years, he has participated extensively in syndication
financing,  property  development  and  project  investment  in  China.  He  is
currently also the Chairman of Shenzhen Huaqiang Holdings Limited.  Mr. Zhang is
a  director  of Shenzhen Huaqiang Enterprise Stock Company Limited, a PRC public
company  listed  on  the  Shenzhen  Stock  Exchange  of  China.

ZI-SHOU  CHEN

          Mr.  Chen,  a director of the Company, has over 30 years experience in
the  Chinese  manufacturing  sector.  Since  the early 1980's, Mr. Chen has held
senior  management positions in several manufacturing enterprises in China which
were mainly engaged in the electronics industry.  During the past five years, he
has  participated extensively in syndication financing, property development and
project  investment in China.  Mr. Chen was President of the Company from August
1,  1997  until  February  28,  2001.

JOHN  ZHAO  LI

          Mr.  Li,  Vice  President and a director of the Company, held a senior
management  position  with  an  international  investment  company in the United
States  from  1992  to  1994.  During  this  period, he was actively involved in
consulting  for  Pabst  Zhaoqing  with respect to the project management for the
development  of  the  first  and  second  phases  of  Noble Brewery.  Mr. Li was
President  of  the  Company  from  1994  until  July  31,  1997.

GUANG  WEI  LIANG

          Mr.  Liang,  President  and  a director of the Company, has over eight
years  experience  in  the Chinese manufacturing sector.  Mr. Liang received his
Masters  Degree  in Law from Wuhan University in China.  Since 1980, he has held
senior  management  positions in several Chinese manufacturing enterprises which
were  mainly  engaged in the electronic industry.  During the past two years, he
has  participated  extensively  in  syndication financing, project financing and
project  investment in China.  He is currently a Director and General Manager of
Shenzhen  Huaqiang  Holdings  Limited.

LEE  TAK  WONG

          Mr.  Wong, a director of the Company, is a member of senior management
engaged  in  the  investment planning and syndication business.  During the past
five  years,  he  has  participated  in  brewery  and  property  projects  in
China.  He  is  currently  a  Director  of  Guang  Yin  International (Holdings)
Limited.

DENG-CHEN  YIN

          Mr.  Yin,  a  director of the Company, has over 30 years experience in
manufacturing.  Since  the  1970's, Mr. Yin has held senior management positions
in several manufacturing enterprises in China which were engaged in the plastics
and  electronics  industry.  During  the past five years, he has participated in
many  project  investments  in  China.


                                       49
<PAGE>
GARY  C.K.  LUI

          Mr.  Lui,  Vice-President  and Chief Financial Officer of the Company,
graduated  from  the  University  of  Hong Kong with Bachelor of Social Sciences
Degree  in  1987.  After  graduation,  he  worked in the Hong Kong office of the
Corporate  Recovery Division of Arthur Andersen & Co. for three years.  In 1990,
he  joined  a  ship  building company listed in Hong Kong as the Group Assistant
Financial  Controller  and  was  the  Financial  Controller of the Group's major
shipyard  in Singapore.  From 1992 to 1994, Mr. Lui was the General Manager of a
private investment company with extensive joint venture projects in Northeastern
China.  Prior to joining the Company in 1995, Mr. Lui was the Project Controller
of  a  Hong  Kong-listed  investment  company  with major investments in Eastern
China.  Mr.  Lui is currently a member of the Association of Chartered Certified
Accountants  and  the  Hong  Kong  Society  of  Accountants.


SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE:

          During  the year ended December 31, 2000, the Company did not have any
class  of  equity securities registered pursuant to Section 12 of the Securities
Exchange  Act  of  1934,  as  amended,  and  accordingly, was not subject to the
reporting  requirements of Section 16 of the Securities Exchange Act of 1934, as
amended.


ITEM  11.  EXECUTIVE  COMPENSATION

          The following table sets forth the compensation paid by the Company to
its Chairman, President and to its three other most highly compensated executive
officers  during  the  last  three  fiscal  years.


                           SUMMARY COMPENSATION TABLE (US$)

Name and                                                             Other
Principal                                                            Annual
Position                 Year        Salary          Bonus        Compensation
--------                 ----       --------        -------       ------------

Jin-Qiang Zhang(1)       2000       $153,600        $12,800         $15,600
Chairman and Chief       1999            nil         97,067          12,000
Executive Officer        1998            nil            nil           9,000

Zi-Shou Chen(2)          2000       $128,400        $10,700         $15,600
                         1999        139,100         90,964          12,000
                         1998        134,900         74,819           9,000

John Zhao Li(3)          2000       $103,200        $ 8,600         $15,600
Vice President           1999        111,800         63,253          12,000
                         1998        108,200         51,928           9,000

Gary C.K. Lui(4)         2000       $105,840        $ 8,820         $ nil
Vice-President and       1999         98,154          8,179           nil
Chief Financial          1998         95,877          8,200           nil
Officer

------------------

(1)  Mr.  Zhang was elected as Chief Executive Officer of the Company on May 29,
     1999. Mr. Zhang has continued as the Chairman and a director of the Company
     subsequent  to  that  date.

(2)  Mr. Chen was the President of the Company until February 28, 2001. Mr. Chen
     has  continued  as  an executive director of the Company subsequent to that
     date.


                                       50
<PAGE>
(3)  Mr.  Li  was  President  of  the  Company  until  July 31, 1997. Mr. Li has
     continued  as  an  officer  and  director of the Company subsequent to that
     date.

(4)  Mr. Lui was elected as Vice-President of the Company on January 2, 2001, in
     addition  to  his  position  as  Chief  Financial  Officer.

COMPENSATION  AGREEMENTS:

          The  Company  has  not  entered  into  any  long-term  employment  or
consulting  agreements  with  its  officers  or  directors.

BOARD  OF  DIRECTORS:

          During the year ended December 31, 2000, four meetings of the Board of
Directors  were held.  All directors attended at least 75% of all board meetings
for  which  they were eligible to attend.  All directors receive compensation of
US$1,300  per  month  for  serving  on  the Board of Directors, which aggregated
$93,600  during  the year ended December 31, 2000.  All directors are reimbursed
for  any  out-of-pocket  expenses  incurred  in  attending  board  meetings.

         On  January  2,  1998  and  September  30, 1999, the Board of Directors
established  a  Compensation Committee and an Audit Committee, respectively.  As
of  December 31, 2000, members of the Compensation Committee and Audit Committee
consisted  of  Deng-chen  Yin  and  Lee-Tak  Wong.

STOCK  OPTION  PLAN:

          The 1998 Stock Option Plan (the "Plan") was adopted by the majority of
the  shareholders  of  the  Company  and  approved  by the Board of Directors on
January  2,  1998.  The  Plan  is administered by the Compensation Committee and
contains  the  following  major  provisions:

(a)  The  Plan provides for the issuance of incentive stock options ("ISOs") and
     nonqualified stock options ("NSOs") to purchase the Class A common stock of
     the Company.  The Plan is intended to provide a means whereby employees may
     be  given  an opportunity to purchase shares of Class A common stock of the
     Company pursuant to (i) options which may qualify as ISOs under Section 422
     of  the  Internal  Revenue Code of 1986, as amended, or (ii) NSOs which may
     not  so  qualify.

(b)  Options  may  be  granted  under  the  Plan  from  time to time to eligible
     persons  to  purchase  an  aggregate of up 800,000 shares of Class A common
     stock,  and  no  more  than  80,000  options  may  be  granted  to  any one
     participant  in  any  year.

(c)  All  ISOs  will  have  option exercise prices per option share equal to the
     fair market value of a share of Class A common stock on the date the option
     is  granted,  except  that  in  the  case  of  ISOs  granted  to any person
     possessing  more  than  10%  of  the  total  combined  voting  power of all
     classes  of  stock  of  the Company or any affiliate, the price will be not
     less  than  110%  of  such  fair  market value.  The option exercise prices
     per  option  for  NSO's  shall  be  as  determined  by  the  Compensation
     Committee.

          A  summary  of  all  stock  options  granted  pursuant  to the Plan to
directors,  officers  and  employees  of  the  Company  during  the  years ended
December  31,  1998  and 2000 are shown below(no options were granted during the
year ended December 31, 1999).  No options were exercised in 1998, 1999 or 2000.
The  exercise  price of all stock options was not less than fair market value on
the  grant  date.


                                       51
<PAGE>
<TABLE>
<CAPTION>
                     Options      Exercise             Annual
                     Granted       Price              Vesting                 Expiration
                     (In'000)     (In US$)           Percentage                  Date
Participant         1998  2000   1998  2000       1998         2000         1998      2000
                    ----  ----   ----  ----    -----------  ----------    ---------  -------
<S>                 <C>   <C>    <C>   <C>     <C>          <C>           <C>        <C>
Jin-qiang Zhang     40    80    4.26  0.79    50%/25%/25%  50%/25%/25%    12/31/01   12/31/04
Deng-chen Yin       30    65    4.26  0.79    50%/25%/25%  50%/25%/25%    12/31/01   12/31/04
Zi-shou Chen        30    65    3.87  0.72    60%/20%/20%  50%/25%/25%    12/31/05   12/31/04
Guang-wei Liang     30    65    3.87  0.72    60%/20%/20%  50%/25%/25%    12/31/05   12/31/04
John Zhao Li        30    65    3.87  0.72    60%/20%/20%  50%/25%/25%    12/31/05   12/31/04
Lee-tak Wong        30    65    3.87  0.72    60%/20%/20%  50%/25%/25%    12/31/05   12/31/04
Chen Kai Cheng (1)  21     -    3.87   --     70%/15%/15%  50%/25%/25%    12/31/05   12/31/04
Wong Yong (1)       21     -    3.87   --     70%/15%/15%  50%/25%/25%    12/31/05   12/31/04
Gary C.K. Lui       21    55    3.87  0.72    70%/15%/15%  50%/25%/25%    12/31/05   12/31/04
Clarence Yip (2)    18    40    3.87  0.72    70%/15%/15%  50%/25%/25%    12/31/05   12/31/04
Cilly Yeung          9    20    3.87  0.72    70%/15%/15%  50%/25%/25%    12/31/05   12/31/04
                   ---   ---
                   280   520
                   ===   ===

-------------------
<FN>
(1)  Chen Kai Cheng and Wong Yong resigned as officers of the Company on January
     31,  1999  and  March 31, 1999, respectively, and pursuant to the Plan, the
     stock  options  previously  granted  to  them  were  cancelled.

(2)  Clarence  Yip  resigned as employee of the Company on January 31, 2001, and
     pursuant  to  the  Plan,  the  stock options previously granted to him were
     cancelled.
</TABLE>

          The  stock  options  issued  to  non-employee  directors  in  1998were
accounted  for  pursuant to Statement of Financial Accounting Standards No. 123,
"Accounting  for  Stock-Based  Compensation"  ("SFAS 123").  Under SFAS 123, the
fair  value  of stock options issued to non-employees is calculated according to
the  Black-Scholes  option  pricing  model  and is amortized to expense over the
vesting  period.  As  a  result, the Company recognized RMB 174,452, RMB 697,801
and  RMB 2,218,706 of compensation expense in 2000, 1999 and 1998, respectively.

          During the years ended December 31, 1998 and 2000, the Company granted
stock  options  to  officers  of the Company as follows (no options were granted
during  the  year  ended  December  31,  1999):

                    Number of     Percent of Options         Weighted
                     Options       Granted to Total          Exercise
                     Granted       Options Granted             Price
                    (In'000)      -----------------     ------------------
Recipient          1998  2000       1998     2000         1998      2000
---------          ----  ----     -------   -------     --------  --------

Jin-qiang Zhang     --    80        --       15.0%        --       US$0.79
Zi-shou Chen        30    65       10.7%     12.5%      US$3.87    US$0.72
John Zhao Li        30    65       10.7%     12.5%      US$3.87    US$0.72
Chen Kai Cheng (1)  21    --        7.5%      --        US$3.87      --
Wong Yong (1)       21    --        7.5%      --        US$3.87      --
Gary C.K. Lui       21    55        7.5%     10.6%      US$3.87    US$0.72
                   ---   ---       -----     -----
Total              123   265       43.9%     50.6%
                   ===   ===       =====     =====
--------------------

(1)  Chen Kai Cheng and Wong Yong resigned as officers of the Company on
     January 31, 1999 and March 31, 1999, respectively, and pursuant to the
     Plan, the stock options previously granted to them were cancelled.


                                       52
<PAGE>
          A  summary  of  stock  options granted to the Company's officers as of
December  31,  2000  is shown below.  No options were exercised during the years
ended  December  31,  1998,  1999  and  2000.

                      Number of                             Value of
                      Shares of                            Unexercised
                    Common Stock                          in-the-Money
                      Underlying                           Options at
                    Stock Options       Weighted       Fiscal Year-End (1)
                 ------------------     Exercise       -------------------
Recipient        Unvested    Vested      Price         Unvested     Vested
---------        --------    ------     --------       --------     ------

Jin-qiang Zhang  40,000      80,000     US$2.52        US$ nil      US$ nil
Guang-wei Liang  32,500      62,500     US$2.29        US$ nil      US$ nil
Zi-shou Chen     32,500      62,500     US$2.29        US$ nil      US$ nil
John Zhao Li     32,500      62,500     US$2.29        US$ nil      US$ nil
Gary C.K. Lui    27,500      48,500     US$2.29        US$ nil      US$ nil
                 ------      ------                    -------      -------
Total           165,000     316,000                    US$ nil      US$ nil
                =======     =======                    =======      =======

-----------------------

(1)  The  dollar values are calculated by determining the difference between the
     weighted  average  exercise price of the stock options and the market price
     for  the  Class  A  common  stock  of  $.38 per share on December 31, 2000.

COMPENSATION  COMMITTEE  INTERLOCKS  AND  INSIDER  PARTICIPATION IN COMPENSATION
DECISIONS:

         The  current  members of the Compensation Committee and Audit Committee
are  Deng-chen  Yin  and Lee-tak Wong.  Jin-qiang Zhang, Zi-shou Chen, Guang-wei
Liang  and  Deng-chen  Yin  are  directors  of the Company.  Jin-qiang Zhang and
Guang-wei Liang are also officers and/or directors of Shenzhen Huaqiang Holdings
Limited  (see  "ITEM  12.  SECURITY  OWNERSHIP  OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT").

COMPENSATION  COMMITTEE  REPORT  ON  EXECUTIVE  COMPENSATION  -  YEAR  ENDED
DECEMBER  31,  2000:

          The  Company's  compensation  program  for  its  executive officers is
administrated  and  reviewed  by  the  Compensation  Committee  of  the Board of
Directors.  Historically,  executive  compensation  consists of a combination of
base  salary  and  discretionary  bonuses.  Individual  compensation  levels are
designed  to reflect individual responsibilities, performance and experience, as
well  as  Company  performance.  The  determination  of discretionary bonuses is
based  on  various  factors,  including implementation of the Company's business
plan,  acquisition  of  assets,  development  of  corporate  opportunities  and
completion  of  financing.

          The Compensation Committee also believes that executives should have a
substantial  equity  ownership,  both through direct share ownership and through
stock options, to provide long-term incentives which link executive compensation
to  the  Company's  long-term  performance  and return to its shareholders.  The
Company also believes that non-employee directors should have an equity interest
in  the  Company.  In that regard, the Company has adopted the 1998 Stock Option
Plan.


                                       53
<PAGE>
          Effective  July 1, 1998, the Compensation Committee increased the base
salary  for all officers and employees of the Company by 6.0%.  The compensation
for  directors in relation to their office as a director has also been increased
from  US$500  per  month  to  US$1,000  per  month.  Effective June 1, 1998, the
Committee  also  approved  an Occupational Retirement Pension Scheme for all the
officers  and  employees  located  in the Hong Kong office, in which the Company
contributes  7.0%  of  the  total  salary  of  those officers and employees to a
pension  policy administered by an insurance consulting firm.  Effective January
1,  2000,  the  Compensation  Committee  increased  the  base  salary  for  all
non-director  officers  and  employees of the Company by 7.8%.  The compensation
for  directors in relation to their office as a director has also been increased
from  US$1,000  per month to US$1,300 per month.  Effective January 1, 2001, the
Compensation  Committee  increased the base salary for all non-director officers
and  employees  of  the  Company  by  25%  to  38%  as  a  result  of  revised
responsibilities  and  duties.

COMPARATIVE  SHAREHOLDER  RETURN  PERFORMANCE  GRAPH:

          The  graph  below  compares the cumulative total shareholder return on
the  Company's  Class  A  common  stock against the cumulative total shareholder
return  on the S & P Corporate - 500 Stock Index, the Nasdaq Composite Index and
the  shareholder return on the stock of Tsingtao Brewery LDT ("TSGTF"), assuming
that  US$100  was  invested  on  January 1, 1996 in the Company's Class A common
stock  and  in the stocks comprising the S & P Corporate - 500 Index, the Nasdaq
Composite  Index  and  the  stock  of TSGTF, respectively, and also assuming the
reinvestment  of all dividends.  Tsingtao Brewery LDT is the largest producer of
premium  brand beer in China, and its stock is traded in Hong Kong, China and on
the  OTC  BulletinBoard  in  the  United States.  The Company considers Tsingtao
Brewery  LDT  as  its  peer  group,  as  it  is  the  only  other  comparable
publicly-traded  beer  company  in  China,  considering  various factors such as
industry  profile,  geographic  market,  revenues  and production capacity.  The
historical  stock  price  performance  of  the  Company's  common  stock  is not
necessarily  indicative  of  future  price  performance.

Fiscal         S & P
Year          Corporate       Nasdaq         Tsingtao
Ended          - 500         Composite       Brewery        The
December       Stock          Stock            LDT         Company
31,            Index          Index          ("TSGTF")     ("CBRB")
--------      ---------      ---------       ---------     --------

1996            100            100             100            100
1997            131            122              60             38
1998            166            170              40             33
1999            193            306              63             17
2000            175            182              56             13

ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

          As used in this section, the term beneficial ownership with respect to
a  security  is defined by Rule 13d-3 under the Securities Exchange Act of 1934,
as amended, as consisting of sole or shared voting power (including the power to
vote  or  direct the vote) and/or sole or shared investment power (including the
power  to  dispose of or direct the disposition of) with respect to the security
through  any  contract,  arrangement,  understanding, relationship or otherwise,
subject  to  community  property  laws  where  applicable.


                                       54
<PAGE>
          As  of  March 31, 2001, the Company had a total of 8,010,013 shares of
common  stock  issued and outstanding, consisting of 5,010,013 shares of Class A
common  stock  ($.0001  par  value) and 3,000,000 shares of Class B common stock
($.0001  par  value).  The  Class  A  common  stock and Class B common stock are
identical,  except  that the Class A common stock has one vote per share and the
Class  B  common  stock  has  two votes per share.  Each share of Class B common
stock is convertible into one share of Class A common stock at the option of the
holder.  All  common  share  amounts  reflect  the  1-for-22 reverse stock split
effective  November  22,  1994.  There are no other classes of equity securities
outstanding.

          The  following  table sets forth, as of March 31, 2001:  (a) the names
and  addresses  of  each  beneficial owner of more than five percent (5%) of the
Company's  common  stock  known  to  the Company, the number of shares of common
stock  beneficially  owned by each such person, and the percent of the Company's
common  stock  so  owned;  and  (b) the names and addresses of each director and
executive  officer,  the  number  of  shares  of  common  stock  of  the Company
beneficially  owned,  and the percent of the Company's common stock so owned, by
each  such person, and by all directors and executive officers of the Company as
a  group.  Each such person has sole voting and investment power with respect to
the shares of common stock, except as otherwise indicated.  Beneficial ownership
consists of a direct interest in the shares of common stock, except as otherwise
indicated.

                                                               Percent of
                                                                Shares of
Name and Address                   Amount and Nature of       Common Stock
of Beneficial Owner                Beneficial Ownership        Outstanding
-------------------                --------------------      --------------

Shenzhen Huaqiang                        5,568,000(1)            69.5
  Holdings Limited
Shennan Zhong Road
Shenzhen City
People's Republic of China

Redcliffe Holdings Ltd.                  1,392,000(1)(2)         17.4
c/o Suite 2002, Fairmont House
8 Cotton Tree Drive
Hong Kong

Jin-qiang Zhang (4)                         80,000(3)             1.0

Zi-shou Chen (4)                            62,500(3)              .8

John Zhao Li (4)                            62,500(3)              .8

Lee-tak Wong (4)                            62,500(3)              .8

Deng-chen Yin (4)                           62,500(3)              .8

Guang-wei Liang (4)                         62,500(3)              .8

Gary C.K. Lui (4)                           48,500(3)              .6

All Directors and                          441,000(3)             5.6
  Executive Officers
  as a Group (7 persons)


                                       55
<PAGE>
----------------------

(1)  Consists  of  4,176,000  shares  owned  by West Coast Star Enterprises Ltd.
     ("West  Coast")  and 1,392,000 shares owned by Top Link Development Limited
     (including 3,168,000 shares of Class A common stock and 2,400,000 shares of
     Class  B  common  stock),  each of which is controlled by Shenzhen Huaqiang
     Holdings Limited ("SHHL"). On October 14, 1996, Oriental Win distributed to
     its shareholders a total of 6,960,000 shares of the Company's common stock,
     consisting of 3,960,000 shares of Class A common stock and 3,000,000 shares
     of  Class  B  common  stock, which represented Oriental Win's entire equity
     interest  in  the  Company.  The shareholders of Oriental Win received such
     shares  in proportion to their respective shareholder interests in Oriental
     Win  (West  Coast - 60%; Mapesbury Limited - 20%; Redcliffe Holdings Ltd. -
     20%).  In conjunction with the distribution of such shares by Oriental Win,
     the  shareholders'  agreement  among  Oriental  Win,  West Coast, Mapesbury
     Limited  and  Redcliffe  Holdings  Ltd.  was  terminated. In February 1998,
     Mapesbury  Limited  transferred  its shares to Top Link Development Limited
     ("Top  Link"). In December 1998, Oriental Win was formally dissolved by its
     shareholders.  West Coast and Top Link are beneficially owned 80% and 100%,
     respectively,  by  SHHL,  which  is  a  state-owned  enterprise  in  China.

(2)  Consists  of  792,000  shares of Class A common stock and 600,000 shares of
     Class  B  common  stock.  Victor Choi, a former Director, is the beneficial
     owner  of  Silvercliff Venture Inc., which owns 50% of the capital stock of
     Redcliffe  Holdings  Ltd.

(3)  Consists  solely  of  immediately  exercisable  stock  options.

(4)  The  address  of  each  such  person  is  c/o the Company, 23/F., Hang Seng
     Causeway  Bay  Building,  28  Yee  Wo  Street,  Causeway  Bay,  Hong  Kong.

CHANGES  IN  CONTROL:

          The  Company  is  unaware  of  any  contract or other arrangement, the
operation of which may at a subsequent date result in a change in control of the
Company.


ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

SHAREHOLDER  LOANS

          In  connection  with  the  acquisition  of High Worth JV, Oriental Win
Holdings  Ltd.  ("Oriental  Win") advanced US$8,869,585 to Holdings during 1994.
The rights to collect US$8,000,000 of the advance were transferred from Oriental
Win  to its shareholders in proportion to their respective shareholder interests
in August 1996 (West Coast Star Enterprises Ltd. - 60%; Mapesbury Limited - 20%;
Redcliffe  Holdings  Ltd.  -  20%).  The  advances  bore  no  interest  and were
repayable  at  the  discretion  of  the Company, with the shareholders having no
right to demand repayment.  The Company had the option of offsetting or repaying
the  advances  or  any  part  thereof  by  allotment  of  shares at par value in
Holdings.  Mapesbury  Limited assigned its advances and shares in the Company to
Top  Link  Development  Limited  in  February  1998.  On  September 8, 1998, the
remaining  rights  to  collect  US$848,000 of the advances were transferred from
Oriental  Win  to its shareholders in proportion to their respective shareholder
interests,  less  US$21,585  repaid  by  Holdings on behalf of Oriental Win, and
Oriental  Win  was  formally dissolved by its shareholders on December 22, 1998.
On  November  26,  1998,  Holdings  partially  repaid approximately 31.5% of the
advances  from  shareholders,  amounting to US$2,791,650.  In May 1999, Holdings
partially  repaid  approximately  18.5%  of  the  advances  from  shareholders,
amounting  to  US$1,632,350.  In  March  2000,  Holdings  partially  repaid
approximately  30%  of the advance from shareholders, amounting to US$2,654,400.
In  August  2000,  Holdings  repaid  the remaining balances of the advances from
shareholders,  amounting  to  US$1,769,600.


                                       56
<PAGE>
NOBLE  BREWERY

          During  the  years  ended  December  31,  2000  and  1999, the Company
purchased  for  resale  beer  products  from  Noble  Brewery  aggregating  RMB
466,532,300  and  RMB  537,010,133,  respectively.  As  of December 31, 2000 and
1999,  RMB  203,942,896  and  RMB  194,894,527,  respectively,  was due to Noble
Brewery  for the purchase of beer products, and was unsecured, interest-free and
repayable  on  demand.

GUANGDONG  BLUE  RIBBON

          Until  July 31, 1997, Liu Yun Zhong and Niu Zi Hang were directors and
executive  officers of the Company.  Mr. Liu and Mr. Niu are the General Manager
and  Deputy  General Manager, respectively, of Guangdong Blue Ribbon.  Guangdong
Blue  Ribbon  owns  40%  of  High  Worth  JV.

          During  the  years  ended  December  31,  2000  and  1999, the Company
purchased  packaging  materials  from  Guangdong  Blue Ribbon and its affiliated
companies  aggregating  RMB  40,681,947  and  RMB  29,840,747,  respectively.

          During  the  years  ended December 31, 2000 and 1999, the Company also
purchased  for  resale beer products from Sichuan High Worth Brewery aggregating
RMB  42,906,772  and  RMB  21,458,166,  respectively.

          During  the  years  ended December 31, 2000 and 1999, the Company paid
RMB 5,059,063 and RMB 6,568,634, respectively, equivalent to US$11.70 per ton of
beer  production, to Guangdong Blue Ribbon as a royalty fee for the right to use
the  Pabst  Blue  Ribbon  trademarks  in  China.

RELATED  COMPANIES

          As  of  December  31,  2000  and  1999,  the  amount  due from related
companies aggregated RMB 623,798 and RMB 24,646,810, respectively, and consisted
of amounts due from Guangdong Blue Ribbon and its affiliated companies for trade
deposits  received  on  behalf  of  the  Company  and expenses paid on behalf of
Guangdong  Blue  Ribbon  and  its  affiliated  companies.

          As of December 31, 2000 and 1999, the Company owed an aggregate of RMB
28,000,000  and  RMB  11,500,000,  respectively,  to related parties as follows:

          (a)  approximately  RMB 6,600,000 and RMB 7,000,000, respectively, was
               due  to  companies  affiliated with Guangdong Blue Ribbon for the
               purchase  of  raw materials, and was unsecured, interest-free and
               repayable  on  demand;

          (b)  approximately  RMB 3,100,000 and RMB 4,500,000, respectively, was
               due  to  Sichuan  High  Worth  Brewery  for  the purchase of beer
               products,  and  was  unsecured,  interest-free  and  repayable on
               demand;  and

          (c)  approximately  RMB  12,200,000  and nil, respectively, was due to
               the  minority  shareholders  of Jilin Lianli Brewery representing
               their  excessive contribution of property, plant and equipment to
               Jilin  Lianli  Brewery.  The  balances were classified as current
               liabilities  as  the Company intends to dispose of the investment
               in  Jilin  Lianli  Brewery  in  2001.


                                       57
<PAGE>
OTHER  TRANSACTIONS

          On  December  15,  1998,  Holdings granted a one-year loan to Top Link
Development  Limited  of  RMB  3,567,805  (US$429,856),  with interest at 5% per
annum,  which  was  settled  in  1999.

         During  1999,  the  Company  borrowed RMB 24,000,000 from its principal
shareholder,  Shenzhen  Huaqiang Holdings Limited.  The loan was unsecured, with
interest  at  7.5%  per  annum,  and  was  fully  repaid  during  1999.


                                       58
<PAGE>
                                    PART  IV.

ITEM  14.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES  AND  REPORTS  ON FORM 8-K

(a)     (1)  The  following  financial  statements  and  exhibits are filed with
          and  as  a  part  of  this  report.

          Financial  Statements

          CBR  BREWING  COMPANY,  INC.  AND  SUBSIDIARIES

          Report  of  Independent  Auditors
          -  Deloitte  Touche  Tohmatsu

          Consolidated  Balance  Sheets
          -  As  of  December  31,  1999  and  2000

          Consolidated  Statements  of  Operations
          -  Years  ended  December  31,  1998,  1999  and  2000

          Consolidated  Statements  of  Shareholders'  Equity
          -  Years  ended  December  31,  1998,  1999  and  2000

          Consolidated  Statements  of  Cash  Flows
          -  Years  ended  December  31,  1998,  1999  and  2000

          Notes  to  Consolidated  Financial  Statements

          ZHAOQING  BLUE  RIBBON  BREWERY  NOBLE  LTD.

          Report  of  Independent  Auditors
          -  Deloitte  Touche  Tohmatsu

          Balance  Sheets
          -  As  of  December  31,  1999  and  2000

          Statements  of  Operations
          -  Years  ended  December  31,  1998,  1999  and  2000

          Statements  of  Shareholders'  Equity
          -  Years  ended  December  31,  1998,  1999  and  2000

          Statements  of  Cash  Flows
          -  Years  ended  December  31,  1998,  1999  and  2000

          Notes  to  Financial  Statements

(a)  (2)  Financial  Statement  Schedules

          Schedules  have  been omitted because they are not required or are not
          applicable  or the information required to be set forth therein either
          is  not  material  or  is  included  in  the  consolidated  financial
          statements  or  the  notes  thereto.

(a)  (3)  Exhibits

          A  list of exhibits required to be filed as part of this report is set
          forth  in  the  Index  to  Exhibits,  which  immediately precedes such
          exhibits,  and  is  incorporated  herein  by  reference.

(b)  Reports  on  Form  8-K:  The  Company  did  not file any Current Reports on
     Form  8-K  during  or  related to the three months ended December 31, 2000.


                                       59
<PAGE>
                                  SIGNATURES

In  accordance  with  Section  13  or  15(d)  of  the Securities Exchange Act of
1934,  the  registrant  caused  this  report  to  be signed on its behalf by the
undersigned,  thereunto  duly  authorized.

                                            CBR  BREWING  COMPANY,  INC.
                                        ---------------------------------
                                                (Registrant)

Date:  April  10,  2001          By:  /s/  Guang-wei  Liang
                                        ---------------------------------
                                        Guang-wei  Liang
                                        President

Pursuant  to  the  requirements  of  the  Securities  Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
registrant  and  in  the  capacities  and  on  the  dates  indicated.

Date:  April  10,  2001          By:  /s/  Guang-wei  Liang
                                        ---------------------------------
                                        Guang-wei  Liang
                                        President  and  Director

Date:  April  10,  2001          By:  /s/  Jin-qiang  Zhang
                                        ---------------------------------
                                        Jin-qiang  Zhang
                                        Chief  Executive  Officer  and
                                          Director

Date:  April  10,  2001          By:  /s/  Zi-shou  Chen
                                        ---------------------------------
                                        Zi-shou  Chen
                                        Director

Date:  April  10,  2001          By:  /s/  John  Zhao  Li
                                        ---------------------------------
                                        John  Zhao  Li
                                        Vice  President  and  Director

Date:  April  10,  2001          By:  /s/  Gary  C.  K.  Lui
                                        ---------------------------------
                                        Gary  C.  K.  Lui
                                        Vice  President  and
                                        Chief  Financial  Officer

Date:  April  10,  2001          By:  /s/  Lee-tak  Wong
                                        ---------------------------------
                                        Lee-tak  Wong
                                        Director

Date:  April  10,  2001          By:  /s/  Deng-chen  Yin
                                        ---------------------------------
                                        Deng-chen  Yin
                                        Director


                                       60
<PAGE>
                                CBR  BREWING  COMPANY,  INC.
                                ----------------------------

                                Report  and  Financial  Statements
                                For the year ended December 31, 2000




<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------

REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2000
------------------------------------



CONTENTS                                                         PAGE(S)
--------                                                         -------


REPORT OF INDEPENDENT AUDITORS. . . . . . . . . . . . . .         F - 1


CONSOLIDATED BALANCE SHEETS . . . . . . . . . . . . . . .         F - 2


CONSOLIDATED STATEMENTS OF OPERATIONS . . . . . . . . . .         F - 3


CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY . . . . .         F - 4


CONSOLIDATED STATEMENTS OF CASH FLOWS . . . . . . . . . .         F - 5


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . .   F - 6  -  F - 31


<PAGE>
REPORT  OF  INDEPENDENT  AUDITORS
---------------------------------

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
CBR  BREWING  COMPANY,  INC.
---------------------------------------------

We  have  audited  the  accompanying  consolidated balance sheets of CBR Brewing
Company,  Inc.  and  its  subsidiaries as of December 31, 2000 and 1999, and the
related  consolidated  statements  of  operations, shareholders' equity and cash
flows  for each of the three years in the period ended December 31, 2000.  These
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the  consolidated financial statements present fairly, in all
material  respects,  the financial position of CBR Brewing Company, Inc. and its
subsidiaries  as  of  December  31,  2000  and  1999,  and  the results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 2000 in conformity with accounting principles generally accepted in
the  United  States  of  America.

As  discussed  in  notes 20 and 21 to the consolidated financial statements, the
Company  is  exposed  to  certain  risks  through its operations in the People's
Republic  of  China  and the risk of uncertain renewal of its license to produce
and  distribute  Pabst Blue Ribbon Beer in the People's Republic of China, which
is  due  to  expire  on  November  6,  2003.



Deloitte  Touche  Tohmatsu
Hong  Kong
April  10,  2001


                                      F - 1
<PAGE>
<TABLE>
<CAPTION>
                                  CBR BREWING COMPANY, INC.
                                  -------------------------

                                 CONSOLIDATED BALANCE SHEETS

                                                                 As  of  December  31,
                                                        -------------------------------------
                                                           2000         2000         1999
                                                        -----------  -----------  -----------
                                                            US$          RMB         RMB
                                                          (Note 3)
<S>                                                     <C>          <C>          <C>
                                           ASSETS
Current assets:
  Cash and cash equivalents. . . . . . . . . . . . . .   10,881,092   90,313,060  106,052,616
  Accounts receivable, net of allowance for doubtful
    accounts of RMB81,652,544 and RMB59,834,318
    for 2000 and 1999, respectively (note 4) . . . . .    8,755,565   72,671,190   48,836,143
  Bills receivable (note 5). . . . . . . . . . . . . .    3,089,157   25,640,000   27,333,650
  Inventories (note 6) . . . . . . . . . . . . . . . .    6,094,214   50,581,977   73,241,948
  Amounts due from related companies (note 16g). . . .       75,156      623,798   24,646,810
  Prepayments, deposits and other receivables. . . . .    3,232,825   26,832,451   35,992,390
                                                        -----------  -----------  -----------
Total current assets . . . . . . . . . . . . . . . . .   32,128,009  266,662,476  316,103,557
Interest in an associated company (note 7) . . . . . .   30,157,925  250,310,776  251,642,290
Property, plant and equipment, net (note 8). . . . . .   31,871,354  264,532,236  243,971,176
Other non-current assets . . . . . . . . . . . . . . .      155,150    1,287,747   10,750,253
                                                        -----------  -----------  -----------
Total assets . . . . . . . . . . . . . . . . . . . . .   94,312,438  782,793,235  822,467,276
                                                        ===========  ===========  ===========

                            LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Bank borrowings (note 9) . . . . . . . . . . . . . .   13,012,239  108,001,585  115,390,788
  Capital lease obligations. . . . . . . . . . . . . .            -            -    2,847,911
  Accounts payable . . . . . . . . . . . . . . . . . .    4,135,677   34,326,119   39,117,124
  Accrued liabilities. . . . . . . . . . . . . . . . .   16,668,468  138,348,280   85,125,424
  Amounts due to related companies (note 16h). . . . .    3,373,057   27,996,366   11,535,893
  Amount due to an associated company (note 7) . . . .   24,571,433  203,942,896  194,894,527
  Income taxes payable (note 10) . . . . . . . . . . .      681,526    5,656,663    8,944,091
  Sales taxes payable (note 11). . . . . . . . . . . .    2,785,837   23,122,446   19,219,699
                                                        -----------  -----------  -----------
Total current liabilities. . . . . . . . . . . . . . .   65,228,237  541,394,355  477,075,457
                                                        -----------  -----------  -----------
Long-term liabilities:
  Bank borrowings (note 9) . . . . . . . . . . . . . .    2,011,993   16,699,543   10,000,000
                                                        -----------  -----------  -----------
Minority interests . . . . . . . . . . . . . . . . . .    3,237,936   26,874,874   72,117,416
                                                        -----------  -----------  -----------
Commitments and contingencies (note 21)

Shareholders' advances and shareholders' equity:

  Advances from shareholders (note 12) . . . . . . . .            -            -   36,719,200
                                                        -----------  -----------  -----------
Shareholders' Equity:
  Common stock
    - Class A, US$0.0001 par value, 90,000,000 shares
        authorized, 5,010,013 shares outstanding . . .          515        4,273        4,273
    - Class B, US$0.0001 par value, 10,000,000 shares
        authorized, 3,000,000 shares outstanding . . .          308        2,559        2,559
    Additional paid-in capital . . . . . . . . . . . .   12,935,162  107,361,845  107,187,393
    General reserve and enterprise development funds .    1,886,548   15,658,349   14,074,390
    Retained earnings. . . . . . . . . . . . . . . . .    9,011,739   74,797,437  105,286,588
                                                        -----------  -----------  -----------
Total shareholders' equity . . . . . . . . . . . . . .   23,834,272  197,824,463  226,555,203
                                                        -----------  -----------  -----------
Total shareholders' advances and shareholders'
  equity . . . . . . . . . . . . . . . . . . . . . . .   23,834,272  197,824,463  263,274,403
                                                        -----------  -----------  -----------
Total liabilities, shareholders' advances and
    shareholders' equity . . . . . . . . . . . . . . .   94,312,438  782,793,235  822,467,276
                                                        ===========  ===========  ===========
</TABLE>

           See accompanying notes to consolidated financial statements


                                      F - 2
<PAGE>
<TABLE>
<CAPTION>
                                            CBR BREWING COMPANY, INC.
                                            -------------------------

                                      CONSOLIDATED  STATEMENTS  OF  OPERATIONS

                                                                                Year  ended  December  31,
                                                               ------------------------------------------------------------
                                                                   2000           2000            1999            1998
                                                               -------------  -------------  --------------  --------------
                                                                    US$            RMB             RMB            RMB
                                                                 (Note 3)
<S>                                                            <C>            <C>            <C>             <C>
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . .   115,956,953    962,442,710   1,007,674,051   1,145,636,256
Sales taxes (note 11) . . . . . . . . . . . . . . . . . . . .     2,565,683     21,295,165      21,215,219      24,629,145
                                                               -------------  -------------  --------------  --------------
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . .   113,391,270    941,147,545     986,458,832   1,121,007,111
Cost of sales, including inventory purchased from related
  companies of RMB550,121,019, RMB588,309,046 and
  RMB694,084,566 in 2000, 1999 and 1998, respectively;
  and royalty fee paid to a related company of RMB5,059,063,
  RMB6,568,634, and RMB6,886,720 in 2000, 1999 and
  1998, respectively (note 16a to c). . . . . . . . . . . . .    88,574,477    735,168,158     768,255,876     927,483,120
                                                               -------------  -------------  --------------  --------------
Gross profit. . . . . . . . . . . . . . . . . . . . . . . . .    24,816,793    205,979,387     218,202,956     193,523,991
Selling, general and administrative expenses, including
  management fee paid to a related company of nil,
  nil and RMB3,780,000 in 2000, 1999 and 1998, respectively
  (note 16d). . . . . . . . . . . . . . . . . . . . . . . . .    35,430,311    294,071,585     217,915,167     215,134,986
Fair value of warrants, stock options and common stock
  issued for services rendered (note 17). . . . . . . . . . .        21,018        174,452         697,801       2,459,406
Impairments related to property, plant and equipment
  (note 8). . . . . . . . . . . . . . . . . . . . . . . . . .       722,892      6,000,000               -               -
Loss on disposal of property, plant and equipment including
  gain from a related company of RMB4,110, nil and nil
  in 2000, 1999 and 1998, respectively (note 16f). . . . . .          2,645         21,954          10,419         189,872
                                                               -------------  -------------  --------------  --------------
Operating loss. . . . . . . . . . . . . . . . . . . . . . . .   (11,360,073)   (94,288,604)       (412,431)    (24,260,273)
                                                               -------------  -------------  --------------  --------------
Other income:
  Interest income . . . . . . . . . . . . . . . . . . . . . .       216,859      1,799,932       3,090,081       2,687,218
  Foreign exchange gains. . . . . . . . . . . . . . . . . . .             -              -               -           2,841
  Others. . . . . . . . . . . . . . . . . . . . . . . . . . .        71,050        589,713         443,753       1,606,516
                                                               -------------  -------------  --------------  --------------
Total other income. . . . . . . . . . . . . . . . . . . . . .       287,909      2,389,645       3,533,834       4,296,575
                                                               -------------  -------------  --------------  --------------
Other expense:
  Interest expense, including interest paid to related
    companies of RMB115,855, nil and nil in 2000, 1999
    and 1998, respectively (note 16e) . . . . . . . . . . . .     1,292,544     10,728,115      14,689,647       9,507,873
  Others. . . . . . . . . . . . . . . . . . . . . . . . . . .        10,603         88,004          98,001       1,209,458
                                                               -------------  -------------  --------------  --------------
Total other expenses. . . . . . . . . . . . . . . . . . . . .     1,303,147     10,816,119      14,787,648      10,717,331
                                                               -------------  -------------  --------------  --------------
Loss before income taxes. . . . . . . . . . . . . . . . . . .   (12,375,311)  (102,715,078)    (11,674,245)    (30,681,029)
Income taxes (note 10). . . . . . . . . . . . . . . . . . . .       498,813      4,140,152       5,444,091         326,172
                                                               -------------  -------------  --------------  --------------
Loss before equity in earnings of an associated company . . .   (12,874,124)  (106,855,230)    (17,118,336)    (31,007,201)
Equity in earnings of an associated company . . . . . . . . .     4,754,820     39,465,006      49,726,406      55,160,690
                                                               -------------  -------------  --------------  --------------
(Loss) income before minority interests . . . . . . . . . . .    (8,119,304)   (67,390,224)     32,608,070      24,153,489
Minority interests. . . . . . . . . . . . . . . . . . . . . .    (4,636,751)   (38,485,032)      8,952,968       2,761,979
                                                               -------------  -------------  --------------  --------------
Net (loss) income for the year. . . . . . . . . . . . . . . .    (3,482,553)   (28,905,192)     23,655,102      21,391,510
                                                               =============  =============  ==============  ==============
Net (loss) income per share - basic and diluted . . . . . . .         (0.43)         (3.61)           2.95            2.67
                                                               =============  =============  ==============  ==============
Weighted average number of shares of common stock
  outstanding
    - basic and diluted . . . . . . . . . . . . . . . . . . .     8,010,103      8,010,013       8,010,013       8,008,342
                                                               =============  =============  ==============  ==============

                                See accompanying notes to consolidated financial statements
</TABLE>


                                      F - 3
<PAGE>
<TABLE>
<CAPTION>
                                             CBR BREWING COMPANY, INC.
                                             -------------------------

                                CONSOLIDATED  STATEMENTS  OF  SHAREHOLDERS'  EQUITY

                                                                              Common  stock
                                                   ----------------------------------------------------------------------
                                                          Shares                        Amount
                                                        outstanding            par value of US$0.0001 each     Additional
                                                   --------------------------------------------------------     paid-in
                                                    Class A       Class B         Class A        Class B        capital
                                                   ----------  --------------  -------------  -------------  -------------
                                                                                     RMB            RMB            RMB
<S>                                                <C>         <C>             <C>            <C>            <C>
Balance at January 1, 1998. . . . . . . . . . . .  5,000,013       3,000,000           4,265          2,559    104,030,194
Net income. . . . . . . . . . . . . . . . . . . .          -               -               -              -              -
Appropriation . . . . . . . . . . . . . . . . . .          -               -               -              -              -
Fair value of warrants, stock options and common
  stock issued for services rendered. . . . . . .     10,000               -               8              -      2,459,398
                                                   ----------  --------------  -------------  -------------  -------------
Balance at December 31, 1998. . . . . . . . . . .  5,010,013       3,000,000           4,273          2,559    106,489,592
Net income. . . . . . . . . . . . . . . . . . . .          -               -               -              -              -
Appropriation . . . . . . . . . . . . . . . . . .          -               -               -              -              -
Fair value of warrants, stock options and common
  stock issued for services rendered (note 17). .          -               -               -              -        697,801
                                                   ----------  --------------  -------------  -------------  -------------
Balance at December 31, 1999. . . . . . . . . . .  5,010,013       3,000,000           4,273          2,559    107,187,393
Net loss. . . . . . . . . . . . . . . . . . . . .          -               -               -              -              -
Appropriation . . . . . . . . . . . . . . . . . .          -               -               -              -              -
Fair value of warrants, stock options and common
  stock issued for services rendered (note 17). .          -               -               -              -        174,452
                                                   ----------  --------------  -------------  -------------  -------------
Balance at December 31, 2000. . . . . . . . . . .  5,010,013       3,000,000           4,273          2,559    107,361,845
                                                   ==========  ==============  =============  =============  =============

Converted to US$
Balance at December 31, 2000. . . . . . . . . . .                                     US$515         US$308  US$12,935,162
                                                                               =============  =============  =============


                                                                                      Total
                                                      Reserve        Retained     shareholders'
                                                       funds         earnings        equity
                                                   -------------  --------------  -------------
                                                        RMB            RMB             RMB
                                                     (Note 14)      (Note 14)
<S>                                                <C>            <C>             <C>
Balance at January 1, 1998. . . . . . . . . . . .      8,341,785     65,972,581    178,351,384
Net income. . . . . . . . . . . . . . . . . . . .              -     21,391,510     21,391,510
Appropriation . . . . . . . . . . . . . . . . . .      1,783,955     (1,783,955)             -
Fair value of warrants, stock options and common
  stock issued for services rendered. . . . . . .              -              -      2,459,406
                                                   -------------  --------------  -------------
Balance at December 31, 1998. . . . . . . . . . .     10,125,740     85,580,136    202,202,300
Net income. . . . . . . . . . . . . . . . . . . .              -     23,655,102     23,655,102
Appropriation . . . . . . . . . . . . . . . . . .      3,948,650     (3,948,650)             -
Fair value of warrants, stock options and common
  stock issued for services rendered (note 17). .              -              -        697,801
                                                   -------------  --------------  -------------
Balance at December 31, 1999. . . . . . . . . . .     14,074,390    105,286,588    226,555,203
Net loss. . . . . . . . . . . . . . . . . . . . .              -    (28,905,192)   (28,905,192)
Appropriation . . . . . . . . . . . . . . . . . .      1,583,959     (1,583,959)             -
Fair value of warrants, stock options and common
  stock issued for services rendered (note 17). .              -              -        174,452
                                                   -------------  --------------  -------------
Balance at December 31, 2000. . . . . . . . . . .     15,658,349     74,797,437    197,824,463
                                                   =============  ==============  =============

Converted to US$
Balance at December 31, 2000. . . . . . . . . . .   US$1,886,548    US$9,011,739  US$23,834,272
                                                   =============  ==============  =============
</TABLE>


Holders  of Class A common stock are entitled to one vote per share.  Holders of
Class  B common stock are entitled to two votes per share.  At the option of the
holder,  each  share  of  Class  B common stock is convertible into one share of
Class  A  common  stock.


           See accompanying notes to consolidated financial statements


                                      F - 4
<PAGE>
<TABLE>
<CAPTION>
                                             CBR BREWING COMPANY, INC.
                                             -------------------------

                                   CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS

                                                                            Year  ended  December  31,
                                                             -------------------------------------------------------
                                                                 2000          2000           1999          1998
                                                             ------------  -------------  ------------  ------------
                                                                  US$           RMB            RMB           RMB
<S>                                                          <C>           <C>            <C>           <C>
Cash flows from operating activities:
  Net (loss) income . . . . . . . . . . . . . . . . . . . .   (3,482,553)   (28,905,192)   23,655,102    21,391,510
  Adjustments to reconcile net (loss) income to net cash
    provided by operating activities:
    Allowance for doubtful accounts . . . . . . . . . . . .    2,628,702     21,818,226    24,287,267    15,367,012
    Depreciation and amortization . . . . . . . . . . . . .    3,408,218     28,288,206    37,881,481    25,153,217
    Impairments related to property, plant and equipment. .      722,891      6,000,000             -             -
    Fair value of warrants, stocks options and common stock
      issued for services rendered. . . . . . . . . . . . .       21,018        174,452       697,801     2,459,406
    Minority interests. . . . . . . . . . . . . . . . . . .   (4,636,751)   (38,485,032)    8,952,968     2,761,979
    Equity in earnings of an associated company . . . . . .   (4,754,820)   (39,465,006)  (49,726,406)  (55,160,690)
    Dividend received from an associated company. . . . . .    4,915,243     40,796,520    41,513,883    46,728,178
    Deferred income taxes . . . . . . . . . . . . . . . . .            -              -             -    (4,413,000)
    Other, net. . . . . . . . . . . . . . . . . . . . . . .        2,645         21,954        10,419        10,720
Changes in operating assets and liabilities:
  (Increase) decrease in accounts receivable. . . . . . . .   (5,500,394)   (45,653,273)   40,824,405    (8,847,894)
  Decrease (increase) in bills receivable . . . . . . . . .      204,054      1,693,650      (779,450)    9,001,200
  Decrease (increase) in inventories. . . . . . . . . . . .    2,730,117     22,659,971    (6,639,315)   22,980,809
  Decrease (increase) in amounts due from related
    companies . . . . . . . . . . . . . . . . . . . . . . .    2,894,339     24,023,012    (6,577,883)   11,598,088
  Decrease (increase) in prepayments, deposits and other
    receivables . . . . . . . . . . . . . . . . . . . . . .    1,103,607      9,159,939    (8,388,872)   (3,585,607)
  Decrease in customer deposits . . . . . . . . . . . . . .            -              -             -    (6,680,000)
  Increase in accounts payable and accrued liabilities. . .    5,835,163     48,431,851     2,508,891    23,918,654
  Increase (decrease) in amount due to an associated
    company . . . . . . . . . . . . . . . . . . . . . . . .    1,090,165      9,048,369   (23,823,273)    9,634,465
  (Decrease) increase in income taxes payable . . . . . . .     (396,076)    (3,287,428)    4,777,207     3,906,884
  Increase (decrease) in sales taxes payable. . . . . . . .      470,211      3,902,747   (11,112,205)   (9,509,378)
                                                             ------------  -------------  ------------  ------------
Net cash provided by operating activities . . . . . . . . .    7,255,779     60,222,966    81,062,020   106,715,553
                                                             ------------  -------------  ------------  ------------
Cash flows from investing activities:
  Purchases of property, plant and equipment. . . . . . . .   (3,678,525)   (30,531,758)   (7,902,604)  (66,414,497)
  Proceeds from disposal of property, plant and
    equipment . . . . . . . . . . . . . . . . . . . . . . .       19,342        160,538             -       494,820
  Decrease (increase) in expenditure on non-current assets.    1,140,061      9,462,506             -    (9,244,507)
                                                             ------------  -------------  ------------  ------------
Net cash used in investing activities . . . . . . . . . . .   (2,519,122)   (20,908,714)   (7,902,604)  (75,164,184)
                                                             ------------  -------------  ------------  ------------
Cash flows from financing activities:
  New bank borrowings . . . . . . . . . . . . . . . . . . .   13,105,024    108,771,703    68,350,000   114,554,000
  Repayment of bank borrowings. . . . . . . . . . . . . . .  (13,188,116)  (109,461,363)  (62,513,212)  (38,500,000)
  Increase (decrease) in amounts due to related companies .      507,286      4,210,473   (19,600,202)  (21,293,591)
  Repayment of advances from shareholders . . . . . . . . .   (4,424,000)   (36,719,200)  (13,548,505)  (23,170,695)
  Payment of capital lease obligations. . . . . . . . . . .     (343,122)    (2,847,911)   (5,664,938)   (7,349,700)
  Payment of cash dividend to minority interests. . . . . .   (2,290,061)   (19,007,510)  (20,638,685)  (45,375,595)
                                                             ------------  -------------  ------------  ------------
Net cash used in financing activities . . . . . . . . . . .   (6,632,989)   (55,053,808)  (53,615,542)  (21,135,581)
                                                             ------------  -------------  ------------  ------------
Net (decrease) increase in cash and cash equivalents. . . .   (1,896,332)   (15,739,556)   19,543,874    10,415,788
Cash and cash equivalents at beginning of the year. . . . .   12,777,424    106,052,616    86,508,742    76,092,954
                                                             ------------  -------------  ------------  ------------
Cash and cash equivalents at end of the year. . . . . . . .   10,881,092     90,313,060   106,052,616    86,508,742
                                                             ============  =============  ============  ============

                            See accompanying notes to consolidated financial statements
</TABLE>


                                      F - 5
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
--------------------------------------------------------------------------------


1.   ORGANIZATION  AND  PRINCIPAL  ACTIVITIES

     CBR Brewing Company, Inc. (the "Company"), formerly Natural Fuels, Inc. and
     National  Sweepstakes,  Inc.,  was  originally  incorporated  as  Video
     Promotions,  Inc. on April 20, 1988 under the laws of the State of Florida.
     The  Company  and  its  subsidiaries  are  collectively  referred to as the
     "Group".  At  December  31,  2000,  the  Company's principal shareholder is
     Shenzhen  Huaqiang  Holdings Limited, incorporated in the People's Republic
     of China (the "PRC"), which holds indirectly 63.2% of the outstanding Class
     A  common  stock  and  80%  of  the  outstanding  Class  B  common  stock.

     The Company is a holding company and its principal subsidiaries are engaged
     in  the  production  and  sale  of  beer  products  in  the  PRC.

     On December 16, 1994, the Company issued 3,960,000 shares of Class A common
     stock and 3,000,000 shares of Class B common stock to Oriental Win Holdings
     Ltd.  ("Oriental  Win")  and  240,000  shares  of  Class  A common stock to
     Goldchamp  Limited  ("Goldchamp"),  in  consideration for the entire issued
     share  capital of High Worth Holdings Limited ("High Worth Holdings"). Both
     Oriental Win and Goldchamp and their respective shareholders were unrelated
     to  the  Company  prior  to  becoming  shareholders  of  the  Company. Upon
     completion  of the share exchange on December 16, 1994, High Worth Holdings
     became  a  wholly-owned  subsidiary  of  the  Company.

     This  transaction  was treated as a recapitalization of High Worth Holdings
     with  High  Worth  Holdings  as  the  acquirer  (reverse  acquisition).

     High  Worth  Holdings is a holding company that was formed solely to effect
     the  acquisition  of  a  60%  interest  in  Zhaoqing Blue Ribbon High Worth
     Brewery  Ltd.  ("High Worth Brewery"). High Worth Brewery is a Sino-foreign
     equity  joint  venture enterprise that was registered in the PRC on July 2,
     1994  in which Guangdong Blue Ribbon Group Co., Ltd. ("Blue Ribbon Group"),
     an  unrelated joint stock limited company incorporated in the PRC, and High
     Worth  Holdings hold 40% and 60% interests, respectively. The investment in
     High Worth Brewery was partly financed by long-term, interest free advances
     from  the  shareholders  (see  note  12). The following is a summary of the
     acquisition undertaken by High Worth Holdings, through its subsidiary, High
     Worth  Brewery,  during  the  period  ended  December  31,  1994.

     On  October  31,  1994,  High  Worth  Brewery  acquired  a 100% interest in
     Zhaoqing  Brewery,  including  Zhaoqing  Brewery's 40% interest in Zhaoqing
     Blue Ribbon Brewery Noble Ltd. ("Blue Ribbon Noble"). The consideration for
     the  acquisition  of  an effective 60% interest in Zhaoqing Brewery by High
     Worth  Holdings through High Worth Brewery was approximately US$20 million.
     Prior to the acquisition of the entire interest in Zhaoqing Brewery by High
     Worth  Brewery,  Zhaoqing  Brewery  was  a  wholly-owned subsidiary of Blue
     Ribbon  Group.  Blue  Ribbon  Noble  is a Sino-foreign equity joint venture
     enterprise  registered in the PRC on October 8, 1993, in which Goldjinsheng
     Holding  Limited ("Goldjinsheng"), an unrelated party, and Zhaoqing Brewery
     hold  60% and 40% interests, respectively. Zhaoqing Brewery and Blue Ribbon
     Noble  are  both engaged in the production and sale of beer products in the
     PRC.


                                      F - 6
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


1.   ORGANIZATION  AND  PRINCIPAL  ACTIVITIES  -  continued

     In  April 1995, Zhaoqing Brewery ceased the production of Zhaoqing beer and
     commenced  the production of Blue Ribbon beer. Pursuant to the terms of the
     sublicense  agreement,  the  Blue Ribbon Group granted Zhaoqing Brewery the
     right  to produce and distribute Blue Ribbon beer under Pabst trademarks in
     the  PRC  at  a  royalty  fee  of  US$11.70  for  each  ton  produced.

     Blue  Ribbon  Noble's  principal product line is Blue Ribbon beer under the
     Pabst  trademarks  which were granted by Blue Ribbon Group. Pursuant to the
     terms  of  the  sublicense  agreement,  the  Blue Ribbon Group granted Blue
     Ribbon  Noble the right in the PRC to use two specific Pabst trademarks for
     the  production,  promotion,  distribution  and  sale  of  beer  under such
     trademarks.  However, the production right of Blue Ribbon Noble is confined
     exclusively  to  Guangdong  Province  and  it  does not preclude High Worth
     Brewery's  production  right  in  Guangdong as described in notes 21(a) and
     21(b).  The  sublicense  agreement  is  valid  until  November  7, 2003. In
     consideration for the sublicense granted, Blue Ribbon Noble is committed to
     pay  Blue  Ribbon Group a royalty fee of US$0.10 for each carton of bottled
     or  canned  beer  produced.

     On  February  19, 1995, Zhaoqing Blue Ribbon Beer Marketing Company Limited
     ("Blue  Ribbon  Marketing")  was registered as a limited company in the PRC
     and owned 70% by Zhaoqing Brewery and 30% by Blue Ribbon Group. Blue Ribbon
     Marketing  was  appointed  as  the  sole  distributor  to  conduct  the
     distribution,  marketing  and  promotion  of  all  Pabst  Blue  Ribbon beer
     products  produced  by  Zhaoqing Brewery and Blue Ribbon Noble. Blue Ribbon
     Marketing  started to purchase beer products from Zhaoqing Brewery and Blue
     Ribbon  Noble  in  April  1995  and  July 1995, respectively. Its principal
     trading product is Blue Ribbon beer, which constitutes approximately 98% of
     the  Group's  sales.  Prior to October 1997, Blue Ribbon Marketing was also
     engaged  in  the  trading  of  mineral water and non-carbonated soft drinks
     purchased  from  Blue  Ribbon  Group  and  its  group  of  companies.

     On  April 5, 1995, CBR Finance (BVI) Ltd. (the "Finance Company"), which is
     wholly-owned by the Company, was incorporated in the British Virgin Islands
     ("BVI").  The  Finance  Company  has  remained dormant since incorporation.

     In  January  1996, Zhaoqing Brewery transferred all of its operating assets
     and  liabilities  to  High  Worth  Brewery  pursuant  to the original Joint
     Venture Agreement, the Asset Transfer Agreement signed in May 1994, and the
     relevant government regulations. Subject to the completion of certain legal
     procedures  and  documentation,  investments  in Blue Ribbon Noble and Blue
     Ribbon  Marketing  will  be  transferred  to  High  Worth Brewery. Zhaoqing
     Brewery  is  currently  acting  as  the nominee for High Worth Brewery with
     respect  to the investments in Blue Ribbon Noble and Blue Ribbon Marketing.

     Upon  the  completion  of the required procedures and documentation, all of
     the  assets  and  liabilities  formerly controlled by Zhaoqing Brewery will
     then  be  transferred  to  High Worth Brewery. During the three years ended
     December  31,  2000, the operating activities of Zhaoqing Brewery were part
     of  High  Worth  Brewery.  The  consensus  and  approval from the local tax
     authority  for  this  transfer  was  obtained  in  1996.


                                      F - 7
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------

1.   ORGANIZATION  AND  PRINCIPAL  ACTIVITIES  -  continued

     On  January  13,  1998,  High  Worth  Brewery  entered into a joint venture
     contract  with  Zao  Yang  Brewery  in  Hubei  Province  to establish a new
     brewery.  The new brewery is designated Zao Yang High Worth Brewery, with a
     total  capital  investment  of  RMB29,280,000,  allocated 55% to High Worth
     Brewery  and 45% to Zao Yang Brewery. High Worth Brewery is responsible for
     transferring the technical know-how and production techniques to brew Pabst
     Blue  Ribbon  beer  to Zao Yang High Worth Brewery, as well as assisting in
     the  renovation of existing equipment, in order to convert the brewery into
     another  Pabst  Blue  Ribbon  brewing  complex. Zao Yang High Worth Brewery
     commenced the production of Pabst Blue Ribbon beer in June 1998. Commencing
     June  1998, Blue Ribbon Marketing also began purchasing Zao Yang High Worth
     Brewery's  production  of  Pabst  Blue  Ribbon  beer  for  distribution.

     On  January  20,  1998,  Zhaoqing  Brewery and Goldjinsheng entered into an
     agreement which calls for the interest of Goldjinsheng in Blue Ribbon Noble
     to  be  transferred to Linchpin Holdings Limited ("Linchpin"), a subsidiary
     of  Noble  China  Inc.,  a company listed on the Toronto Stock Exchange. In
     March 1999, approval from the relevant PRC authorities for the registration
     of  the aforesaid transfer for Linchpin was obtained. Linchpin and Zhaoqing
     Brewery  own  60%  and  40%  equity  interests  in  Blue  Ribbon  Noble,
     respectively.

     Effective  December  31,  1997,  the  Company,  through High Worth Brewery,
     entered into a Settlement Agreement with Blue Ribbon Group to acquire a 51%
     interest  in  Sichuan  Brewery, equivalent to an effective interest of 31%.
     Pursuant  to  an Equity Transfer Agreement signed on January 19, 1999, High
     Worth  Brewery received a 15% consideration-free equity interest in Sichuan
     Brewery, equivalent to an effective interest of 9%. Sichuan Brewery will be
     formally  restructured  into  a new joint venture company and will serve as
     the  fourth  Pabst  Blue Ribbon beer brewing complex in the PRC. High Worth
     Brewery  was  also  granted  a  three-year  option  to  increase its equity
     interest  to  51%  at  a  fixed  cost  of  RMB32,007,600.

     On  June  5,  1999, a formal Joint Venture Agreement was signed among E Mei
     Brewery,  High  Worth Brewery and Wai Shun Investment Limited ("Wai Shun"),
     an unaffiliated Hong Kong company, to form Sichuan Blue Ribbon Brewery High
     Worth  Ltd. ("Sichuan High Worth Brewery"). The business of Sichuan Brewery
     was  transferred  to  Sichuan  High Worth Brewery. The total registered and
     paid-up capital of Sichuan high Worth Brewery was RMB51,221,258. High Worth
     Brewery's  15%  equity  interest  is  consideration-free but is entitled to
     share  in  the  profits  of  Sichuan  High Worth Brewery. The Joint Venture
     Agreement  and the relevant legal documents have been approved by the local
     government  authorities.  Sichuan High Worth Brewery is currently producing
     Pabst  Blue  Ribbon  beer.


                                      F - 8
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


1.   ORGANIZATION  AND  PRINCIPAL  ACTIVITIES  -  continued

     On  October  18,  1999, High Worth Holdings, through its newly incorporated
     wholly  owned  subsidiary,  March  International  Group  Limited  ("March
     International"),  signed  a  formal  Joint  Venture  Agreement  with  Jilin
     Province  Juetai City Brewery (40%) and Jilin Province Chuang Xiang Zhi Yie
     Ltd.  (9%),  both  of  which  are unaffiliated PRC companies, to form Jilin
     Lianli  (CBR)  Brewing  Company  Ltd.  ("Jilin  Lianli Brewery"). The total
     registered  and  paid-up capital of Jilin Lianli Brewery was RMB25,000,000.
     March  International  contributed one new packing line and the right to use
     the  "Lianli" beer trademark with a total value equivalent to RMB12,750,000
     as  capital,  representing a 51% interest in Jilin Lianli Brewery, which is
     equivalent to an effective interest of 51%. The Joint Venture Agreement was
     formally  approved  by  the  local  government  in  April  2000.  March
     International  was  responsible for transferring the technical know-how and
     production  techniques  to  brew high quality beer products to Jilin Lianli
     Brewery,  as  well as assisting in the renovation of existing equipment, in
     order  to  convert the brewery into a modern brewing complex. Subsequent to
     the  improvement  of  the brewing equipment and the installation of the new
     packing  line,  Jilin  Lianli  Brewery  commenced  operation  in  May 2000.
     However, due to weak market response and the inability of the Chinese local
     partners  to  honor  their  portion  of the working capital commitment, the
     production and operation of Jilin Lianli Brewery was formally terminated in
     December  2000.  The  Company  is  currently  in  negotiation  with certain
     interested  parties  to  dispose  of  its  equity  interest in the brewery.


2.   BASIS  OF  PRESENTATION

     The consolidated financial statements have been prepared in accordance with
     accounting  principles  generally  accepted in the United States of America
     ("US  GAAP").  This  basis  of  accounting  differs  from  that used in the
     preparation  of  the  statutory  financial  statements of each relevant PRC
     subsidiary, which are prepared in accordance with the accounting principles
     and  relevant  financial regulations established by the Ministry of Finance
     of  the  PRC.

     The  major  adjustments  made  to  the  relevant  PRC  statutory  financial
     statements  to  conform  with  US  GAAP  consist of the reclassification of
     certain  expense items from income appropriations to charge against income,
     adjustments  for  sales,  other  income  and purchases recognized on a cash
     basis,  and  adjustments  for  depreciation  charges, deferred taxation and
     revaluation  of  property,  plant  and  equipment.

     The consolidated financial statements have been prepared on a going concern
     basis  notwithstanding  that the Group has a net current liability position
     as of December 31, 2000 and 1999. The directors of the Company believe that
     the  Group's operating cash flow, combined with cash on hand, existing bank
     borrowings  and  other  external  credit sources, and the credit facilities
     provided  by  affiliates  or  related  parties, are adequate to satisfy the
     Group's  working  capital  requirements  for  the  foreseeable  future.


                                      F - 9
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------

3.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include
     the  financial  statements of the Company and its subsidiaries in which the
     Company  has  an  effective  controlling  interest,  including  High  Worth
     Holdings,  High Worth Brewery, Zhaoqing Brewery, the Finance Company, March
     International, Blue Ribbon Marketing, Zao Yang High Worth Brewery and Jilin
     Lianli  Brewery.  All  material intercompany balances and transactions have
     been  eliminated on consolidation. Investments in affiliates over which the
     Company exercises significant influence but does not have effective control
     and  owns less than a 50% but greater than a 20% voting interest, including
     the 40% investment in Blue Ribbon Noble, are accounted for using the equity
     method.

     CASH AND CASH EQUIVALENTS - Cash and cash equivalents include cash on hand,
     cash  accounts,  interest-bearing  saving  accounts,  and  short-term  bank
     deposits  with  original  maturities  of  three  months  or  less.

     INVENTORIES  - Inventories are stated at the lower of cost or market value.
     Cost,  which  comprises  direct  materials, direct labor costs and overhead
     associated  with  the  manufacturing  processes,  is  calculated  using the
     first-in,  first-out  method.

     PROPERTY,  PLANT AND EQUIPMENT - Property, plant and equipment is stated at
     cost  less an allowance for depreciation and amortization. Depreciation and
     amortization  are  provided  on  the  straight  line  method  based  on the
     estimated  useful  lives  of  the  assets  as  follows:

     Land use rights. . . . . . . . . . . . . . .  50 years
     Buildings. . . . . . . . . . . . . . . . . .  50 years
     Plant, machinery and equipment . . . . . . .  5 - 15 years
     Motor vehicles . . . . . . . . . . . . . . .  5 - 10 years

     According  to the laws of the PRC, the title to all PRC land is retained by
     the  PRC  government. The land use rights, which represent the cost for the
     rights  to  use  the  land  for  premises  granted  by  the  State  Land
     Administration  Bureau,  have  no definite term of use. The land use rights
     are stated at cost and are amortized over 50 years on the same basis as the
     buildings.

     Construction  in  progress  is  stated  at cost, which comprises the direct
     costs  of  buildings, plant under construction and deposits and prepayments
     made  on  machinery pending installation. Cost comprises the direct cost of
     construction  and  finance expenses arising from borrowings used to finance
     the  construction of buildings, plant and machinery until the construction,
     installation  and  testing  are complete. No depreciation is provided until
     the  relevant  assets  are  available  for  commercial  use.

     LEASED  ASSETS  -  Leases  that  transfer substantially all the rewards and
     risks  of  ownership  of  assets  to the Group are accounted for as capital
     leases.  At  the inception of a capital lease, the cost of the leased asset
     is  capitalized  at  the  present  value  of the minimum lease payments and
     recorded  together  with the obligation, excluding the interest element, to
     reflect  the  purchase  and financing. Assets held under capital leases are
     included  in  property,  plant and equipment and are depreciated over their
     estimated  useful  lives.


                                     F - 10
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


3.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  continued

     IMPAIRMENT  OF  LONG-LIVED  ASSETS  -  The  Company  regularly  reviews its
     long-lived  assets  for  impairment  whenever  events  or  changes  in
     circumstances  indicate  that  the  carrying  amount of an asset may not be
     recoverable  based  upon undiscounted cash flows expected to be produced by
     such  assets  over  their  expected  useful  lives.

     INCOME  TAXES  -  Income taxes are determined under the asset and liability
     method  in  accordance  with  Statement  of  Financial Accounting Standards
     ("SFAS")  No.  109,  "Accounting  for  Income Taxes". SFAS No. 109 requires
     deferred  taxes  to  be  adjusted  to reflect the tax rates at which future
     taxable  amounts  will  be  settled  or recognized. The effects of tax rate
     changes  on  future  deferred tax liabilities and deferred tax benefits, as
     well  as  other  changes  in  income  tax  laws,  are  recognized  in  the
     consolidated  statement  of  operations in the period when such changes are
     enacted.

     REVENUE RECOGNITION - Sales represent the invoiced value of goods sold, net
     of  discounts.  Sales  and  sales discounts are recognized upon delivery of
     goods  to  customers.

     ADVERTISING  EXPENSES  - Advertising expenses are charged to expense in the
     consolidated  statements  of  operations  as incurred. Advertising expenses
     were  RMB113,721,112,  RMB74,716,635  and RMB68,082,791 for the years ended
     December  31,  2000,  1999  and  1998,  respectively.

     FOREIGN  CURRENCY  TRANSLATION  -  The  financial records and the statutory
     financial  statements  of the Company's subsidiaries and associated company
     in  the  PRC  are  maintained  in  Renminbi.  In  preparing  the  financial
     statements,  all foreign currency transactions are translated into Renminbi
     using the applicable rates of exchange for the respective periods. Monetary
     assets  and  liabilities  denominated  in  foreign  currencies  have  been
     translated  into  Renminbi  using  the  rate  of exchange prevailing at the
     balance  sheet  date.  The  resulting  exchange  gains  or losses have been
     credited  or  charged  to  the consolidated statements of operations in the
     period  in  which  they  occur.

     The Company's share capital is denominated in United States dollars ("US$")
     and  for  reporting  purposes,  the  US$  share  capital  amounts have been
     translated  into Renminbi ("RMB") at the applicable rates prevailing on the
     transaction  dates.

     Translation  of  amounts  from  RMB  into US$ is for the convenience of the
     reader  only  and  has been made at US$1.00 = RMB8.30. No representation is
     made that the Renminbi amounts could have been, or could be, converted into
     United  States  dollars  at  that  rate  or  at  any  other  rate.

     STOCK  OPTION  PLAN  -  The  Company  accounts  for stock options issued to
     consultants  using  the  fair value method in accordance with SFAS No. 123,
     "Accounting  for  Stock-Based  Compensation".  Under the fair value method,
     compensation  cost  is measured at the grant date based on the value of the
     award  and  is recognized over the service period. The Company continues to
     follow  Accounting Principles Board ("APB") Opinion No. 25, "Accounting for
     Stock  Issued  to  Employees",  in  accounting  for stock options issued to
     employees  and  non-employee  directors,  and  pro forma disclosures of the
     effect  on  net  income  (loss)  and  net income (loss) per share as if the
     Company  had  accounted  for such stock options under the fair value method
     prescribed  by  SFAS  No.  123  are  shown  in  note  17.


                                     F - 11
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


3.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  continued

     EARNINGS  PER SHARE ("EPS") - EPS is determined in accordance with SFAS No.
     128,  "Earnings  Per  Share".  Basic  EPS  excludes the dilutive effects of
     options,  warrants  and  convertible securities, if any, and is computed by
     dividing net income (loss) available to common stockholders by the weighted
     average  number of common shares outstanding during the period. Diluted EPS
     is  computed  assuming  the  exercise  or  conversion  of common equivalent
     shares,  if  dilutive,  consisting  of unissued shares under stock options,
     warrants  and  convertible  debt  instruments.

     The  common shares issuable upon exercise of outstanding stock options were
     excluded  from  the  calculation  of  diluted EPS since the exercise prices
     exceeded  the  average  fair  market value of the common stock during 2000,
     1999  and  1998.  Accordingly,  basic and diluted EPS were the same for all
     periods  presented.

     USE  OF  ESTIMATES  - The preparation of financial statements in conformity
     with  generally  accepted accounting principles requires management to make
     estimates  and  assumptions  that affect the reported amounts of assets and
     liabilities,  disclosures  of contingent assets and liabilities at the date
     of  the  financial  statements,  and  the  reported amounts of revenues and
     expenses  during  the  reporting  period.  Actual results could differ from
     those  estimates.

     EFFECTS  OF RECENT ACCOUNTING STANDARDS - In 1998, the Financial Accounting
     Standards  Board issued SFAS No. 133 "Accounting for Derivative Instruments
     and  Hedging Activities". SFAS No. 133 establishes standards for derivative
     instruments  embedded  in  other contracts, and for hedging activities, and
     requires  that  all  derivatives  be  recognized  as  either  assets  and
     liabilities  in the statement of financial position and be measured at fair
     value.  SFAS  133  will be effective for the Company's year ending December
     31, 2001. The Company does not anticipate that the adoption of SFAS No. 133
     will  have  any  impact  on  its  financial  statement  presentation  on
     disclosures.

4.   ACCOUNTS  RECEIVABLE

     Accounts receivable comprise:
                                                       2000          1999
                                                   ------------  ------------
                                                       RMB            RMB
     Accounts receivable - trade. . . . . . . . .  154,323,734   108,670,461
     Less: Allowance for doubtful accounts. . . .  (81,652,544)  (59,834,318)
                                                   ------------  ------------
                                                    72,671,190    48,836,143
                                                   ============  ============

<TABLE>
<CAPTION>
     Movement of allowance for doubtful accounts:
                                                        2000         1999         1998
                                                   ------------  ------------  ----------
                                                        RMB           RMB          RMB
<S>                                                <C>           <C>           <C>

     Balance as at January 1. . . . . . . . . . .   59,834,318    35,599,181   20,232,169
     Provided during the year . . . . . . . . . .   21,869,566    24,287,267   15,367,012
     Written off during the year. . . . . . . . .      (51,340)      (52,130)           -
                                                   ------------  ------------  ----------
     Balance as at December 31. . . . . . . . . .   81,652,544    59,834,318   35,599,181
                                                   ============  ============  ==========
</TABLE>


                                     F - 12
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


5.   BILLS  RECEIVABLE

     Bills  receivable  represent  accounts  receivable  in the form of bills of
     exchange  whose  acceptances  and  settlements  are  handled  by  banks.


6.   INVENTORIES

<TABLE>
<CAPTION>
                                                               2000         1999
                                                            -----------  -----------
                                                                RMB           RMB
<S>                                                         <C>          <C>
     Inventories comprise:

     Raw materials . . . . . . . . . . . . . . . . . . . .   27,082,563   27,586,428
     Work in progress. . . . . . . . . . . . . . . . . . .    7,977,375    8,972,212
     Finished goods. . . . . . . . . . . . . . . . . . . .   15,522,039   36,683,308
                                                            -----------  -----------
                                                             50,581,977   73,241,948
                                                            ===========  ===========

7.   INTEREST  IN  AN  ASSOCIATED  COMPANY
                                                                2000         1999
                                                            -----------  -----------
                                                                RMB           RMB

     Unlisted investment, at cost. . . . . . . . . . . . .  209,361,595  209,361,595
     The Company's share of undistributed post acquisition
       earnings of an associated company . . . . . . . . .   40,949,181   42,280,695
                                                            -----------  -----------
                                                            250,310,776  251,642,290
                                                            ===========  ===========
</TABLE>


     The  unlisted  investment  represents  the Company's 40% equity interest in
     Blue  Ribbon  Noble  held  by  a 60% owned subsidiary. A description of the
     principal  activities  of  Blue  Ribbon  Noble  is  described  at  note  1.

     Amount  due  to  an  associated  company principally represents the balance
     arising  from  the  purchases  of  beer products for resale. The balance is
     unsecured,  interest-free  and  repayable  on  demand.


                                     F - 13
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


7.   INTEREST  IN  AN  ASSOCIATED  COMPANY  -  continued

     The  following  is  summarized  financial information of Blue Ribbon Noble:

<TABLE>
<CAPTION>
                                                                   2000           1999
                                                               -------------  -------------
                                                                    RMB            RMB
<S>                                                            <C>            <C>
     Balance sheets
     --------------

     Current assets . . . . . . . . . . . . . . . . . . . . .   292,914,968    413,158,436
     Property, plant and equipment. . . . . . . . . . . . . .   396,457,375    424,893,664
                                                               -------------  -------------
     Total assets . . . . . . . . . . . . . . . . . . . . . .   689,372,343    838,052,100
                                                               =============  =============

     Current liabilities. . . . . . . . . . . . . . . . . . .   150,292,950    153,958,740
     Deferred income taxes. . . . . . . . . . . . . . . . . .    10,000,000      7,000,000
     Equity . . . . . . . . . . . . . . . . . . . . . . . . .   529,079,393    677,093,360
                                                               -------------  -------------
     Total liabilities and equity . . . . . . . . . . . . . .   689,372,343    838,052,100
                                                               =============  =============

     Statements of income
     --------------------

     Sales, net of sales taxes. . . . . . . . . . . . . . . .   443,092,393    513,807,992
                                                               =============  =============
     Gross profit . . . . . . . . . . . . . . . . . . . . . .   152,008,267    197,370,369
                                                               =============  =============
     Net (loss) income. . . . . . . . . . . . . . . . . . . .   (46,022,668)   128,417,934
                                                               =============  =============
     The Company's share of net income after the
       deduction of unrealized intercompany profit
       and other intercompany adjustments . . . . . . . . . .    39,465,006     49,726,406
                                                               =============  =============


8.   PROPERTY,  PLANT  AND  EQUIPMENT

     Property, plant and equipment comprises the following:
                                                                    2000           1999
                                                               -------------  -------------
                                                                    RMB            RMB
     At cost:
       Land use rights and buildings. . . . . . . . . . . . .   116,583,593    103,223,679
       Plant, machinery and equipment . . . . . . . . . . . .   258,376,491    226,906,842
       Motor vehicles . . . . . . . . . . . . . . . . . . . .    15,792,216     13,033,404
       Construction in progress . . . . . . . . . . . . . . .     8,219,566      1,063,783
                                                               -------------  -------------
     Total. . . . . . . . . . . . . . . . . . . . . . . . . .   398,971,866    344,227,708
       Less: Accumulated depreciation and amortization. . . .  (128,439,630)  (100,256,532)
             Impairment of plant, machinery and equipment . .    (6,000,000)             -
                                                               -------------  -------------
                                                                264,532,236    243,971,176
                                                               =============  =============
</TABLE>


                                     F - 14
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


8.   PROPERTY,  PLANT  AND  EQUIPMENT  -  continued

     During  the  year ended December 31, 2000, the Company made a provision for
     impairment  of  RMB6,000,000  for  plant,  machinery and equipment of Jilin
     Lianli  Brewery.  The  Group  intends  to dispose of its equity interest in
     Jilin  Lianli  Brewery  during  2001.

     Included in property, plant and equipment are assets acquired under capital
     leases  with  the  following  net  book  values:

                                                           2000         1999
                                                        ----------  ------------
                                                           RMB           RMB
     At cost:
       Plant, machinery and equipment. . . . . . . . .           -   33,747,792
       Less: Accumulated depreciation and amortization           -  (15,694,353)
                                                        ----------  ------------
                                                                 -   18,053,439
                                                        ==========  ============

     Depreciation  and  amortization  charges  for property, plant and equipment
     held  under  capital leases for the years ended December 31, 2000, 1999 and
     1998  were  nil,  RMB3,374,779  and  RMB3,374,779,  respectively.

9.   BANK  BORROWINGS

                                                  2000           1999
                                              -------------  -------------
                                                   RMB           RMB

     Bank borrowings comprise:

     Secured bank borrowings . . . . . . . .   124,701,128    125,390,788
     Less: Current portion . . . . . . . . .  (108,001,585)  (115,390,788)
                                              -------------  -------------
     Long-term portion, repayable after 2001.   16,699,543     10,000,000
                                              =============  =============

     Certain  assets  of  High  Worth  Brewery  and  Zaoyang  Brewery  were
     collateralized  under  a floating charge to secure bank borrowings. The net
     book value of property, plant and equipment pledged to banks as of December
     31,  2000  and  1999  amounted  to  RMB217,331,927  and  RMB230,847,986,
     respectively.  There are no significant covenants or financial restrictions
     relating  to  the Company's short-term and long-term debts. The Company has
     no  other  lines  of  credit.

     The  weighted  average interest rates as of December 31, 2000 and 1999 were
     10.9%  and  12.5%  per  annum,  respectively.


                                     F - 15
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------

10.  INCOME  TAXES

     The  components  of  loss  before  income  taxes,  equity in earnings of an
     associated  company  and  minority  interests  are  as  follows:

                                       Year  ended  December  31,
                               -----------------------------------------
                                   2000           1999          1998
                               -------------  ------------  ------------
                                    RMB           RMB           RMB

     United States of America    (6,267,491)   (2,306,612)   (8,479,076)
     British Virgin Islands .   (12,089,369)   (6,215,272)   (4,854,533)
     PRC. . . . . . . . . . .   (84,358,218)   (3,152,361)  (17,347,420)
                               -------------  ------------  ------------
                               (102,715,078)  (11,674,245)  (30,681,029)
                               =============  ============  ============

     United  States  of  America

     The  Company is subject to taxes in the United States of America ("US"). In
     January  1997,  the  Internal  Revenue  Service  enacted  the  entity
     classification  regulations  effective  from January 1, 1997. Under the new
     tax  regulations, the Company's PRC subsidiaries and associated company can
     elect  to  be treated as partnerships for US tax purposes, in contrast with
     the  corporation  entity  treatment  prior  to January 1, 1997. The Company
     elected  to  treat  its  PRC  subsidiaries  and  associated  company  as
     partnerships  in 1997. For US tax purposes, a partnership is a flow-through
     entity  (i.e.,  the  partnership's income, deductions, gains or losses flow
     through  to  the  partners  in the partnership). High Worth Holdings is the
     ultimate  partner  in  these  partnerships.  The Company will be taxed when
     income  is  recognized.  As at December 31, 2000, the estimated tax loss of
     the  Company  available  for  carryforward  in  the  US  is  approximately
     RMB809,994.  The  net  operating  loss  carryforward will expire in 2013 to
     2014.

     The  determination of the unrecognized deferred tax liability for temporary
     differences  related  to  investments  in  foreign subsidiaries and foreign
     associated  company  is  not  practicable.

     PRC

     The  Company's  subsidiaries  registered  in the PRC are subject to Chinese
     income  taxes  at  the  applicable  tax rate (currently 33%) on the taxable
     income  as  reported  in  their  Chinese  statutory financial statements in
     accordance  with  the  relevant  income  tax  laws  applicable  to  foreign
     enterprises.  Pursuant  to  the  same income tax laws, the subsidiary, High
     Worth  Brewery,  and  the  associated company, Blue Ribbon Noble, are fully
     exempt from Chinese income tax for two years starting from the first profit
     making  year, followed by a 50% exemption for the next three years. The 50%
     exemption  for Blue Ribbon Noble and the tax holiday for High Worth Brewery
     commenced  on  January  1,  1996.

     Had  these  tax holidays and concessions not been available, the tax charge
     would  have  been  higher  by  approximately RMB7,245,000, RMB9,527,000 and
     RMB8,605,000,  representing RMB0.90, RMB1.19 and RMB1.07 per share, for the
     years  ended  December  31,  2000,  1999  and  1998,  respectively.


                                     F - 16
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


10.  INCOME  TAXES  -  continued

     PRC  -  continued

     These  losses  relate  mainly to Blue Ribbon Marketing, which is allowed to
     mark-up  the  purchase  cost  of  the  Pabst Blue Ribbon beer or adjust the
     ex-factory  prices  as  necessary in order to adequately cover the selling,
     advertising,  promotional,  distribution  and  administrative  expenses
     incurred.  Blue  Ribbon  Marketing is not intended to contribute profits to
     the  Group.  At December 31, 2000, tax losses available for carryforward in
     the  PRC  were  RMB32,064,684  which  can  be  carried forward for 5 years.

     British  Virgin  Islands

     The  Company's  subsidiaries  incorporated  in  the  British Virgin Islands
     ("BVI") are not taxed in BVI. Under current BVI laws, dividends and capital
     gains  arising  from investments by the BVI subsidiaries are not subject to
     income taxes, and no withholding tax is imposed on payments of dividends by
     the  BVI  subsidiaries  to  the  Company.

     The  provision  for  income  taxes  consists  of  the  following:

                                      Year  ended  December  31,
                                   ---------------------------------
                                     2000       1999        1998
                                   ---------  ---------  -----------
                                      RMB         RMB        RMB

     Current
       - PRC. . . . . . . . . . .  4,140,152  5,444,091   4,739,172
     Deferred
       - United States of America          -          -  (4,413,000)
                                   ---------  ---------  -----------
                                   4,140,152  5,444,091     326,172
                                   =========  =========  ===========


     The  reconciliation  of  effective  income  tax  rates  of the Group to the
statutory  income  tax  rate  in  the  PRC  is  as  follows:

<TABLE>
<CAPTION>
                                               Year ended December 31,
                                               -----------------------
                                                 2000   1999   1998
                                                 -----  -----  -----
<S>                                              <C>    <C>    <C>
     Statutory tax rate . . . . . . . . . . . .    33%    33%    33%
     Tax holidays and concessions . . . . . . .     7%    82%    19%
     Losses in foreign jurisdiction exempt from
       from tax . . . . . . . . . . . . . . . .   (6%)  (25%)  (14%)
     Other expenses not deductible for
       tax purposes . . . . . . . . . . . . . .  (17%)  (58%)  (13%)
     Change in valuation allowance. . . . . . .  (21%)  (79%)  (40%)
     Reversal of tax on dividend declared by
       an associated company. . . . . . . . . .     -      -     14%
                                                 -----  -----  -----
                                                  (4%)  (47%)   (1%)
                                                 =====  =====  =====
</TABLE>


                                     F - 17
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


10.  INCOME TAXES - continued

     Deferred tax assets (liabilities) comprise the following:

                                       2000          1999
                                   ------------  ------------
                                        RMB          RMB

     Deferred tax assets:
       Tax loss carryforward. . .   32,874,678    14,179,479
       Accruals . . . . . . . . .   28,115,143    24,772,882
                                   ------------  ------------
                                    60,989,821    38,952,361
     Valuation allowance. . . . .  (60,989,821)  (38,952,361)
                                   ------------  ------------
     Net deferred tax assets. . .            -             -
                                   ============  ============

     Realization  of  the future tax benefits related to the deferred tax assets
     is  dependent  on many factors, including the Company's ability to generate
     taxable  income  within  the  net  operating  loss  carryforward  period.
     Management  has  considered  these factors in reaching its conclusion as to
     the  valuation  allowance for financial reporting purposes. At December 31,
     2000  and  1999,  valuation  allowances  have been established for the full
     amount of the tax loss carryforward, as it is more likely than not that the
     tax  losses  will  not  be  realized.


11.  SALES  TAXES

     The  Group  is  subject  to  three  kinds  of  sales taxes: value added tax
     ("VAT"), consumption tax and other sales taxes. The applicable VAT tax rate
     is  17%  for  beverage products sold in the PRC and nil for exported goods.
     The  amount  of  VAT liability is determined by applying the applicable tax
     rate  to  the invoiced amount of goods sold less VAT paid on purchases made
     with  the  relevant supporting invoices. VAT is collected from customers by
     the Group on behalf of the PRC tax authorities and is therefore not charged
     to  the  consolidated  statements of operations. The applicable consumption
     tax rate in respect of brewery products sold by a brewing company is RMB220
     per  ton.  No  consumption  tax  is  levied on wholesale trading of brewery
     products,  on  exported  goods  or  on non-alcoholic beverage products. The
     other  sales  taxes are assessed as a percentage of consumption tax and VAT
     payable.


                                     F - 18
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


12.  ADVANCES  FROM  SHAREHOLDERS

     The advances, which were made in 1994 in connection with the acquisition of
     High  Worth  Brewery  bore  no  interest  and were not repayable unless the
     Company  obtained additional long-term debt or equity financing. Repayments
     of  the advances were at the discretion of the Company and the shareholders
     had  no right to demand repayment. The Company had the option of offsetting
     or  repaying  the  advances  or  part thereof by allotment of shares at par
     value  in High Worth Holdings. During the year ended December 31, 2000, all
     outstanding  advances  were  settled.

The  advances  from  the  shareholders  comprise:

                                                          2000        1999
                                                       ----------  ----------
                                                           RMB         RMB
     Top Link Development Limited (2000: Nil; 1999:
       US$884,800). . . . . . . . . . . . . . . . . .           -   7,344,000
     Redcliffe Holdings Limited (2000: Nil; 1999:
       US$884,800). . . . . . . . . . . . . . . . . .           -   7,344,000
     West Coast Star Enterprises Limited (2000: Nil;
       1999: US$2,654,400). . . . . . . . . . . . . .           -  22,031,000
                                                       ----------  ----------
                                                                -  36,719,000
                                                       ==========  ==========

13.  FOREIGN  CURRENCY  EXCHANGE

     The  People's  Bank of China ("PBOC") and the State Exchange Administration
     Bureau  jointly pronounced a new policy on foreign exchange transactions in
     the  PRC.  Commencing  from  December  1,  1998, foreign currency exchanges
     adjustment  services  for  foreign invested enterprises ("FIE"), which were
     previously  provided  by  the  SWAP centers within the PRC, were cancelled.
     From  this  date  onwards,  FIEs  can  only transact foreign currency deals
     through  those authorized banks in the PRC at the prevailing exchange rates
     quoted  by  the  PBOC  and,  accordingly,  all  the  SWAP centers presently
     established  in  the  PRC  were  closed.

     The current SWAP center business was started by the PRC government in 1980.
     FIEs  could buy or sell foreign currencies at the SWAP center at the market
     rates  quoted  by such centers. From December 1, 1998, FIEs can only buy or
     sell  foreign  currencies  through  the  banks  operated  in the PRC at the
     prevailing  exchange  rates  quoted by the PBOC. All these foreign currency
     transactions  will  then pass through the centralized banking system in the
     PRC. The exchange rates quoted by the banks will be the middle price of the
     bid  price  and  ask  price  on  the  previous  transaction  date.

     The exchange rate of the RMB equivalent of US$1.00 as of December 31, 2000,
     1999  and  1998  was  approximately  RMB8.3.


                                     F - 19
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


14.  DISTRIBUTION  OF  PROFITS

     The  Company's  ability  to  pay  dividends  is  primarily dependent on the
     Company  receiving  distributions  from  its  PRC subsidiaries through High
     Worth  Holdings.

     Pursuant to the relevant laws and regulations of Sino-foreign joint venture
     enterprises,  the  profits  of  High  Worth Brewery, which are based on its
     statutory  financial statements, are available for distribution in the form
     of  cash dividends after it has satisfied all PRC tax liabilities, provided
     for  losses in previous years, and made appropriations to reserve funds, as
     determined  at  the discretion of the board of directors in accordance with
     the  PRC  accounting  standards  and  regulations.

     As  stipulated  by  the  relevant  laws  and  regulations  for  enterprises
     operating  in  the  PRC,  Zhaoqing  Brewery  and  Blue Ribbon Marketing are
     required  to make annual appropriations to two reserve funds, consisting of
     the  statutory surplus and collective welfare funds. In accordance with the
     relevant  PRC  regulations  and  the  respective  companies'  articles  of
     association, the companies are required to allocate a certain percentage of
     their  profits  after  taxation,  as  determined in accordance with the PRC
     accounting  standards applicable to the companies, to the statutory surplus
     reserve  until  such  reserve  reaches 50% of the registered capital of the
     companies.  Based  on  the  business  licenses,  the  registered capital of
     Zhaoqing  Brewery  and  Blue  Ribbon  Marketing  is  RMB33,670,000  and
     RMB10,000,000,  respectively. Subject to certain restrictions as set out in
     the  relevant  PRC  regulations  and  the respective companies' articles of
     association,  the  statutory  surplus  reserve may be distributed to equity
     holders  in  the  form  of  bonus issues and/or dividends when such reserve
     exceeds  25%  of  the  registered  capital  of  the  companies.

     No  appropriations to these reserve funds were made by Zhaoqing Brewery and
     Blue  Ribbon  Marketing  for  2000,  1999  and 1998 as Zhaoqing Brewery was
     acting  as nominee for High Worth Brewery from October 31, 1994 onwards and
     Blue  Ribbon  Marketing  incurred  losses  in  those  years.

     High  Worth  Brewery  and  Blue  Ribbon  Noble  are  also  required to make
     appropriations  to  a  general reserve fund, an enterprise development fund
     and  an  employee  welfare  and  incentive fund, in which the percentage of
     annual  appropriations  are  subject  to  the  joint venture agreement. The
     employee  welfare  and  incentive  fund  is  charged  to  the  statement of
     operations.  The other appropriations are accounted for as reserve funds in
     the  balance  sheet  and are not available for distribution as dividends to
     the  joint  venture  partners  of  the  companies.  Under the joint venture
     agreement,  the  board of directors shall determine the appropriations with
     regard to the economic situation of the companies. The percentage of annual
     appropriations to the general reserve fund, the enterprise development fund
     and  the  employee welfare and incentive fund of Blue Ribbon Noble for 2000
     has  been  determined  by  the board of directors and the appropriation has
     been  reported  in  its  statutory  financial  statements.

     As  described  in  note 2 to the consolidated financial statements, the net
     income  (loss) as reported in the US GAAP financial statements differs from
     that  as reported in the statutory financial statements. In accordance with
     the  relevant  laws  and  regulations in the PRC, the profits available for
     distribution  are  based  on  the  statutory  financial  statements. If the
     Company has foreign currency available after meeting its operational needs,
     the  Company  may  make its profit distributions in foreign currency to the
     extent  foreign  currency  is available. Otherwise, it will be necessary to
     obtain  approval  and  convert  such distributions at the exchange centers.


                                     F - 20
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


14.  DISTRIBUTION  OF  PROFITS  -  continued

     When  dividends  are  declared  by  the  Board  of  Directors of High Worth
     Brewery,  Blue Ribbon Group's 40% portion is recorded as a liability at the
     declaration  date and is included in amounts due to related companies. Such
     dividends  are distributed by installments in order to avoid any disruption
     to  the  normal  operating  cash  flow  of  High  Worth  Brewery.

     On November 25, 1997, the Board of Directors of High Worth Brewery declared
     a  first  dividend of RMB138,438,987, resulting in RMB55,375,595 payable to
     Blue  Ribbon  Group,  of  which  RMB15,000,000 was paid during 1997 and the
     remaining  RMB40,375,595  was  paid  during  1998.

     On November 23, 1998, the Board of Directors of High Worth Brewery declared
     a  second  dividend of RMB51,596,713, resulting in RMB20,638,685 payable to
     Blue  Ribbon  Group,  of  which  RMB5,000,000  was paid during 1998 and the
     remaining  RMB15,638,685  was  paid  during  1999.

     On  July  28, 1999, the Board of Directors of High Worth Brewery declared a
     third  dividend  distribution  of RMB51,596,713, resulting in RMB20,638,685
     payable  to  Blue  Ribbon Group, of which RMB5,000,000 was paid during 1999
     and  the  remaining RMB15,638,685 was paid during 1999 through intercompany
     settlement.

     On  March 20, 2000, the Board of Directors of High Worth Brewery declared a
     fourth  dividend  distribution of RMB47,518,776, resulting in RMB19,007,511
     payable  to  Blue  Ribbon  Group,  which  was  paid  during  2000.

15.  SUPPLEMENTAL  DISCLOSURES  OF  CASH  FLOW  INFORMATION

     (a)  During the years ended December 31, 2000, 1999 and 1998, interest paid
          was  RMB10,728,115,  RMB14,689,647  and  RMB9,507,873,  respectively.

     (b)  During  the  years  ended December 31, 2000, 1999 and 1998, income tax
          paid  was  RMB3,500,000,  RMB666,884  and  nil,  respectively.


16.  RELATED  PARTY  TRANSACTIONS  AND  ARRANGEMENTS

     (a)  Purchases  of  packing  materials

          During  the  years  ended  December 31, 2000, 1999 and 1998, the Group
          purchased  packing  materials  from Blue Ribbon Group and its group of
          companies amounting to RMB40,681,947, RMB29,840,747 and RMB37,631,444,
          respectively.

     (b)  Purchases  of  beer  products

          During  the  years  ended  December 31, 2000, 1999 and 1998, the Group
          purchased beer products for resale from Blue Ribbon Noble amounting to
          RMB466,532,300,  RMB537,010,133  and  RMB621,380,760,  respectively.

          During  the  years  ended  December 31, 2000, 1999 and 1998, the Group
          purchased  beer  products  from  Sichuan High Worth Brewery for resale
          amounting  to  RMB42,906,772,  RMB21,458,166  and  RMB35,072,362,
          respectively.


                                     F - 21
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


16.  RELATED  PARTY  TRANSACTIONS  AND  ARRANGEMENTS  -  continued

     (c)  Royalty  fee

          During the years ended December 31, 2000, 1999 and 1998, a royalty fee
          of  RMB5,059,063,  RMB6,568,634  and  RMB6,886,720,  respectively, was
          payable  to Blue Ribbon Group for the right to use Pabst trademarks in
          the  PRC.

     (d)  Management  fee

          For the years ended December 2000, 1999 and 1998, a management fee was
          paid  to Blue Ribbon Group of nil, nil and RMB3,780,000, respectively.

     (e)  Interest  expense

          For  the  year  ended  December  31,  2000,  interest expense included
          RMB115,855  payable  to  Blue  Ribbon  Group.  No similar amounts were
          payable  to  Blue  Ribbon  Group  in  1999  or  1998.

     (f)  (Gain)  loss  on  disposal  of  property,  plant  and  equipment

          For  the  year  ended  December  31,  2000, (gain) loss on disposal of
          property,  plant  and  equipment included a gain of RMB4,110 from Blue
          Ribbon  Noble.  There  was  no  similar  gain  (loss) in 1999 or 1998.

     (g)  Amounts  due  from  related  companies

          The  amounts  due  from  related  companies  primarily  represented
          receivable balances from Blue Ribbon Group and its group of companies.
          The  balances  with  Blue  Ribbon  Group  and  its  group of companies
          principally  represented  expenses paid on their behalf. From December
          31,  1998  onwards, the balances with related companies are unsecured,
          interest-free  and  repayable  on  demand.

     (h)  Amounts  due  to  related  companies

          As of December 31, 2000 and 1999, the amounts due to related companies
          consist  of  payable  balances  to  the  following  companies:

<TABLE>
<CAPTION>
                                                              As of December 31,
                                                            2000             1999
                                                         -------------  -------------
                                                              RMB            RMB
                                                         (in millions)  (in millions)
<S>                                                     <C>            <C>
          American National Can (Zhaoqing) Co., Ltd.
            ("American National Can"). . . . . . . . .            6.4             6.5
          Blue Ribbon Group. . . . . . . . . . . . . .            6.1               -
          Jilin Chuangxiang Zhiyu Co., Ltd.. . . . . .            2.2               -
          Jilin Jiutai Beer Co., Ltd.. . . . . . . . .           10.0               -
          Sichuan High Worth Brewery . . . . . . . . .            3.1             4.5
          Other subsidiaries and associated companies
            of Blue Ribbon Group . . . . . . . . . . .            0.2             0.5
                                                         ------------  --------------
                                                                 28.0            11.5
                                                         ============  ==============
</TABLE>


                                     F - 22
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


16   RELATED  PARTY  TRANSACTIONS  AND  ARRANGEMENTS  -  continued

     (h)  Amounts  due  to  related  companies  -  continued

          American  National Can and Beverage are companies in which Blue Ribbon
          Group  has  equity  interests.

          Sichuan  High Worth Brewery is a company in which the Company has a 9%
          effective  interest.

          Jilin  Chuangxiang Zhiyu Co., Ltd. and Jilin Jintai Beer Co., Ltd. are
          minority  shareholders of Jilin Lianli Brewery. The balances represent
          excess  fixed  assets  contributed  to  Jilin  Lianli  Brewery  by the
          minority  shareholders.  The  Group  intends  to dispose of its equity
          interest  in  Jilin  Lianli  Brewery  during  2001.

          The  balances with group companies of Blue Ribbon Group arose from the
          purchases  of raw materials. The balances are unsecured, interest-free
          and  repayable  on  demand.

          During  1999,  the  Company  borrowed RMB24,000,000 from its principal
          shareholder  Shenzhen  Huaqiang  Holdings  Limited.  The  loan  was
          unsecured,  with  interest  at  7.5%  per  annum, and was fully repaid
          during  1999.

     (i)  Advances  from  shareholders

          Information  with respect to advances from shareholders is provided in
          note  12.


17.  STOCK  OPTION  PLAN  AND  COMMON  STOCK  CHANGES

     Stock  Option  Plan  -

     On  January 2, 1998, the 1998 Stock Option Plan (the "Plan") was adopted by
     the  majority  of the shareholders of the Company and approved by the Board
     of Directors. The Plan provides for the granting of stock options from time
     to  time  to  eligible  persons  to  purchase an aggregate of up to 800,000
     shares  of Class A common stock, as either incentive stock options ("ISOs")
     or nonqualified stock options ("NSOs"). The exercise price of all ISOs will
     be  equal  to  the fair market value of a share of common stock on the date
     the  option  is  granted,  except  that  in the case of ISOs granted to any
     person  possessing  more than 10% of the total combined voting power of all
     classes  of  stock  of  the Company or any affiliate, the price will be not
     less  than  110%  of  such  fair  market  value.

     On  January  2,  1998, options to purchase 210,000 shares of Class A common
     stock  at  an  exercise  price  of  US$3.87  per share were granted to four
     directors  and  five  employees,  and  options to purchase 70,000 shares of
     Class  A  common  stock at an exercise price of US$4.26 were granted to two
     directors,  each  of  whom  possesses indirectly more than 10% of the total
     combined  voting  power  of  all  classes  of  common stock of the Company.
     Amounts  varying  from  50% to 70% of such stock options vested on April 1,
     1998,  with  the remaining stock options vesting in varying amounts through
     April  1, 2000. The stock options expire on dates ranging from December 31,
     2001  through  December  31,  2005.  The  exercise  price of all such stock
     options  was  not  less  than  fair  market  value  on  the  grant  date.


                                     F - 23
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


17.  STOCK  OPTION  PLAN  AND  COMMON  STOCK  CHANGES  -  continued

     On May 16, 2000, options to purchase 375,000 shares of Class A common stock
     at  an  exercise  price of US$0.72 per share were granted to four directors
     and  five  employees,  and  options  to  purchase 145,000 shares of Class A
     common  stock at an exercise price of US$0.79 per share were granted to two
     directors,  each  of  whom  possesses indirectly more than 10% of the total
     combined  voting  power of all classes of common stock of the Company. Such
     stock  options  vest  50%  on  July  1,  2000, 25% on July 1, 2001, and the
     remaining  25%  on  July  1, 2002. The stock options expire on December 31,
     2004.  The  exercise price of all such stock options was not less than fair
     market  value  on  the  grant  date.

     Option  activity  under  the  Plan  is  summarized  as  follows:

                                         Outstanding  options
                                    -------------------------------
                                                       Weighted
                                                        average
                                        Number       exercise price
                                       of shares       per share
                                    ---------------  --------------

  Outstanding at January 1, 1999 .         280,000          US$3.97
  Cancelled. . . . . . . . . . . .         (42,000)            3.87
                                    ---------------  --------------
  Outstanding at December 31, 1999         238,000          US$3.98
  Issued . . . . . . . . . . . . .         375,000          US$0.72
  Issued . . . . . . . . . . . . .         145,000          US$0.79
                                    ---------------  --------------
  Outstanding at December 31, 2000         758,000          US$1.76
                                    ===============  ==============

     Additional  information  on  options outstanding at December 31, 2000 is as
     follows:


                                                     Options
                                                exercisable as
                       Options  outstanding     of December 31,
                    as of December 31, 2000           2000
                   ----------------------------  --------------
                                      Weighted
                                      average
                                     remaining
                       Number       contractual
Exercise prices       outstanding  life (years)
---------------       ------------  -----------  ---------------
US$4.26 . . . . . . .       70,000            1           70,000
US$3.87 . . . . . . .      168,000            5          168,000
US$0.79 . . . . . . .      145,000            4           72,500
US$0.72 . . . . . . .      375,000            4          187,500
                      ------------  -----------  ---------------
                           758,000         3.94          498,000
                      ============  ===========  ===============

     At  December  31,  2000 and 1999, 42,000 and 562,000 options, respectively,
     were  available  for  future  grant  under  the  Plan.


                                     F - 24
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


17.  STOCK  OPTION  PLAN  AND  COMMON  STOCK  CHANGES  -  continued

     Stock  options issued to non-employees (including non-employee directors in
     1998)  were  accounted  for  pursuant  to  SFAS  No.  123,  "Accounting for
     Stock-Based  Compensation".  Under  SFAS  No.  123, the fair value of stock
     options  is  calculated according to the Black-Scholes option pricing model
     with  the  following  assumptions:

     Expected life of options. . . . . . . . . . . . . . . .  3 - 5 years
     Risk-free interest rate . . . . . . . . . . . . . . . .  6.75%
     Expected volatility of underlying stock . . . . . . . .  100%
     Expected dividends. . . . . . . . . . . . . . . . . . .  0%

     The  total  compensation  expense  for such stock options recognized in the
     consolidated statements of operations for the years ended December 31, 2000
     and  1999  was  RMB174,452  and RMB697,801, respectively. The Black-Scholes
     option  pricing  model requires the input of highly subjective assumptions,
     including  the  expected  volatility  of the Company's stock price. Because
     changes  in  subjective  input  assumptions  can materially affect the fair
     value  estimate,  in  management's  opinion,  the  existing  model does not
     necessarily  provide  a  reliable  single  measure of the fair value of the
     stock  options.

     The  Company continues to follow APB No. 25 "Accounting for Stock Issued to
     Employees",  in  accounting  for  stock  options  issued  to  officers  and
     employees (including non-employee directors in 2000). The fair value of the
     options  granted was estimated on the date of grant using the Black-Scholes
     option  pricing  model  with the assumptions listed above. Had compensation
     cost  for  the grants been determined under SFAS No. 123, the Company would
     have  recorded RMB159,267 and RMB637,067 as additional compensation expense
     for  the years ended December 31, 2000 and 1999, respectively, resulting in
     the  pro  forma  net (loss) income of (RMB29,064,459) and RMB23,018,035 and
     net  (loss)  income per share (basic and diluted) of (RMB3.63) and RMB2.87,
     respectively.

     Consulting  Contract

     On  March  2,  1998,  the  Company  entered  into a contract with Worldwide
     Corporate  Finance,  a  corporate  financial consulting company, to provide
     financial and business consulting services to the Company. The Company paid
     an  initial  non-refundable  retainer  by  issuing 10,000 shares of Class A
     common  stock,  which  were  recorded  as  a  charge  to  operations at the
     estimated  fair  market value of RMB240,700. The contract expired on August
     18, 1998 without any further compensation being paid to Worldwide Corporate
     Finance.


                                     F - 25
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


18.  RETIREMENT  PLAN

     As  stipulated  by  the  PRC government regulations, High Worth Brewery and
     Blue  Ribbon  Marketing  have defined contribution retirement plans for all
     their  full-time  staff. During the years ended December 31, 2000, 1999 and
     1998,  the  monthly  contributions of High Worth Brewery were calculated at
     17.8%,  14.6% and 14.6%, respectively, and the monthly contribution of Blue
     Ribbon  Marketing were calculated at, 5.0%, 2.0% and 2.0%, respectively, of
     the basic salaries of the full-time employees. The pension costs charged to
     operations  by  the PRC group companies during the years ended December 31,
     2000,  1999  and  1998  amounted  to  RMB2,098,414,  RMB2,507,459  and
     RMB3,437,961,  respectively.

     The  Company  did  not  have any retirement plan in operation until June 1,
     1998.  The  monthly contribution of the Company for full-time staff is 7.0%
     of the basic salary. The pension costs charged to operations by the Company
     were  RMB177,487  and  RMB177,919  in  2000  and  1999,  respectively.


19.  FINANCIAL  INSTRUMENTS

     The  carrying  amounts  reported in the balance sheets at December 31, 2000
     and 1999 for current assets and current liabilities qualifying as financial
     instruments  approximate their fair values because of the short maturity of
     such  instruments. Cash denominated in foreign currency has been translated
     at  the  applicable  unified  exchange  rate.

     The  fair value of the shareholders' advances was not able to be determined
     because  no  comparable  borrowing  terms  are  currently  available.


20.  CONCENTRATION  OF  RISKS

     The  Company's operating assets and primary source of income and cash flows
     are its interest in subsidiaries and associated company in the PRC. The PRC
     economy has, for many years, been a centrally-planned economy, operating on
     the  basis of annual, five-year and ten-year state plans adopted by central
     PRC  governmental  authorities,  which  set  out  national  production  and
     development  targets. The PRC government has been pursuing economic reforms
     since  it  first  adopted  its  "open-door"  policy  in  1978.  There is no
     assurance  that the PRC government will continue to pursue economic reforms
     or  that  there will not be any significant change in its economic or other
     policies,  particularly  in  the  event  of  any  change  in  the political
     leadership of, or the political, economic or social conditions in, the PRC.
     There is also no assurance that the Group will not be adversely affected by
     any  such  change in governmental policies or any unfavorable change in the
     political,  economic  or  social conditions, the laws or regulations or the
     rate  or  method  of  taxation  in  the  PRC.

     As many of the economic reforms which have been or are being implemented by
     the  PRC  government are unprecedented or experimental, they may be subject
     to  adjustment  or refinement, which may have adverse effects on the Group.
     Further,  through  state  plans  and other economic and fiscal measures, it
     remains  possible  for the PRC government to exert significant influence on
     the  PRC  economy.


                                     F - 26
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


20.  CONCENTRATION  OF  RISKS  -  continued

     The  sale  and distribution of products under the "Pabst Blue Ribbon" brand
     in  2000,  1999  and  1998  accounted  for  98%, 98% and 99% of the Group's
     revenues,  respectively.  The  Group  purchases Pabst Blue Ribbon beer from
     Blue  Ribbon Noble and is heavily dependent on Blue Ribbon Noble. Stoppages
     of  production  and/or  supply from Blue Ribbon Noble for reasons inside or
     outside the Group's control could affect the Group's operation, although so
     far  the  Group  has  never  encountered  any problems in securing adequate
     supplies  from  Blue  Ribbon  Noble.

     The  Group  currently  uses  foreign  currency  to  pay  for  imported  raw
     materials.  In  addition,  the  Group  obtained foreign currency loans from
     shareholders  to  acquire  the subsidiaries in the PRC and obtained foreign
     currency  loans  for  working  capital  purposes.

     The  Group's  financial  instruments  that  are exposed to concentration of
     credit  risk  consist  primarily  of  cash  and  accounts  receivable  from
     customers.  Cash  is  maintained  with  major banks in the PRC. The Group's
     business  activity  is  with  customers  in the PRC. The Group periodically
     performs  credit  analysis  and  monitors  the  financial  condition of its
     clients  in  order  to  minimize  credit  risk.


21.  COMMITMENTS  AND  CONTINGENCIES

     LICENSING  AND  RELATED  MATTERS

     Blue  Ribbon  Group  entered into licensing arrangements with Pabst Brewing
     Company  whereby  Blue  Ribbon  Group  was  granted  the exclusive right to
     produce  and  market  products  under four specific Pabst trademarks in the
     PRC,  the  non-exclusive  right to market products in other Asian countries
     except Hong Kong, Macau, Japan and South Korea, and the right to sublicense
     the  use  of the trademarks to any other enterprise in the PRC. Pursuant to
     the terms of the sublicense agreement, Blue Ribbon Group granted High Worth
     Brewery  the  right  in  Guangdong  Province of the PRC to use two specific
     Pabst  trademarks  in  its  production, promotion, distribution and sale of
     beer under such trademarks. In addition, Blue Ribbon Group also granted the
     right  to  use two specific Pabst trademarks for the production, promotion,
     distribution  and  sale  of beer to High Worth Brewery or those enterprises
     owned by High Worth Brewery which are located outside Guangdong Province in
     the  PRC.  The  sublicense  agreement  is  valid until November 7, 2003. In
     consideration  for  the sublicense granted, High Worth Brewery is obligated
     to  pay  Blue Ribbon Group a royalty fee of US$11.70 for each ton produced.

     A  provisional agreement, subject to governmental approval, was made on May
     10,  1995  among the Company and a subsidiary, the group companies of Noble
     China  Inc.,  and  Blue  Ribbon  Group  to  the  effect  that:

     (a)  High  Worth  Brewery was entitled to be granted from Blue Ribbon Group
          the  right  to  brew  and  sell beer under the Pabst Blue Ribbon label
          produced in its brewing facilities up to a maximum production capacity
          of  100,000  tons  per  annum.


                                     F - 27
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


21.  COMMITMENTS  AND  CONTINGENCIES  -  continued

     LICENSING  AND  RELATED  MATTERS  -  continued

     (b)  High  Worth  Brewery  and/or  companies that High Worth Brewery has an
          interest  in  are entitled to be granted a sublicense from Blue Ribbon
          Group  with  the  right  to produce and sell beer under the Pabst Blue
          Ribbon  label  in  Guangdong  Province  of  the  PRC  (an  "Additional
          Facility") to a maximum production capacity of 300,000 tons per annum.

          In  the  event  that High Worth Brewery desires to obtain a sublicense
          for  an Additional Facility, Goldjinsheng has the right to purchase up
          to  a 40% interest in such Additional Facility. The purchase price for
          such  interest  shall  be  the actual cost of such Additional Facility
          multiplied  by  the  percentage  interest  that Goldjinsheng elects to
          purchase.

     (c)  A  proposed new marketing company (the "New Marketing Company"), owned
          8%  by  Blue  Ribbon  Group,  52%  by  High  Worth  Brewery and 40% by
          Goldjinsheng,  shall  be  formed  to  handle and organize the sales of
          Pabst  Blue  Ribbon  beer produced by Zhaoqing Brewery and Blue Ribbon
          Noble.  Zhaoqing  Brewery  and  Blue  Ribbon  Noble will each create a
          separate distribution company or division of their own. The respective
          distribution  companies will each appoint the New Marketing Company as
          their sole and exclusive agent to market Pabst Blue Ribbon beer in the
          PRC.

     Subsequent  to  the signing of the provisional agreement, the Company, Blue
     Ribbon  Group  and  Goldjinsheng  have attempted to complete the respective
     separate  definitive  agreements.  In  December 1996, Blue Ribbon Group and
     Goldjinsheng  advised  the Company that they intended to modify some of the
     terms  of  the  provisional  agreement  and  to propose incorporating those
     modifications  in  the  respective  separate  definitive  agreements.  In
     addition,  the  negotiation  process  was  interrupted  by  the  previously
     described  Sichuan  Brewery  issue in 1997 and 1998 and the Pabst trademark
     issue  in  1999.  The  Company  believes  that the delays in completing the
     separate  definitive  agreements  will  not  have  a material effect on the
     validity  of  the  terms  and  provisions  contained  in  the  provisional
     agreement.

     Another  agreement  was made among Goldjinsheng, Blue Ribbon Group and Blue
     Ribbon  Noble  on May 10, 1995, to the effect that Blue Ribbon Noble agreed
     to  pay  Blue Ribbon Group a management fee of RMB2,035,000 per annum for a
     period  of  five  years  commencing  January  1,  1995.

     An  agreement  was made between Blue Ribbon Group and High Worth Brewery on
     December 31, 1995, to the effect that High Worth Brewery agreed to pay Blue
     Ribbon  Group  a  management  fee of RMB3,780,000 per annum for a period of
     three  years  commencing  on  January  1,  1996  (see  note  16(d)).

     In November 1997, Blue Ribbon Group advised the Company that it believed it
     had  the  right to brew Pabst Blue Ribbon beer in the PRC, either by itself
     or  through  one  or  more  of  its affiliates. Blue Ribbon Group thereupon
     established  a  wholly-owned subsidiary, Sichuan Brewery, in E Mei Shan, Le
     Shang  City,  Sichuan Province of the PRC, for the production of Pabst Blue
     Ribbon  beer  commencing  in  1998.


                                     F - 28
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


21.  COMMITMENTS  AND  CONTINGENCIES  -  continued

     LICENSING  AND  RELATED  MATTERS  -  continued

     On  December  30,  1997,  High  Worth  Brewery, Blue Ribbon Marketing, Blue
     Ribbon  Group  and  Sichuan Brewery reached an out of court settlement (the
     "Settlement  Agreement").  The  Settlement Agreement, signed by all parties
     involved  and  witnessed by the High Court of Guangdong Province, confirmed
     that:

     (i)  All  parties  agreed  that  High  Worth Brewery will serve as the core
          organization  for  managing  the production and operation of the Pabst
          Blue  Ribbon  beer business in the PRC. A management committee will be
          set  up  under  the  Board  of  Directors  of  High  Worth  Brewery to
          coordinate  and  manage  the procurement, production, sales and future
          development  of  all  Pabst Blue Ribbon beer production enterprises in
          the  PRC.

     (ii) Blue  Ribbon  Marketing  will  act  as  the single entity to unify and
          coordinate  all of the sales of Pabst Blue Ribbon beer in the PRC. All
          of the Pabst Blue Ribbon beer products produced by High Worth Brewery,
          Blue  Ribbon  Noble  and  any  other new joint ventures set up by High
          Worth  Brewery  will  be  marketed  by Blue Ribbon Marketing under the
          auspices  of  the  management  committee.

     (iii)  Sichuan  Brewery  will  be  restructured and renamed as Sichuan Blue
          Ribbon  High  Worth Brewery E Mei Limited ("Sichuan High Worth"). High
          Worth  Brewery,  Blue Ribbon Group and E Mei Brewery will own 51%, 20%
          and  29%,  respectively,  of  the  equity  in  Sichuan High Worth. The
          existing  assets  in Sichuan Brewery will be revalued to determine the
          fair  market  value  prior  to  the  formal  transfer of share equity.

     On  December  31,  1998,  Blue  Ribbon  Group transferred all of its equity
     interest  in  Sichuan  Brewery to E Mei Brewery and Wai Shun, respectively.
     Wai  Shun  is  an  unaffiliated  Hong  Kong  company.

     On  January 19, 1999, an Equity Transfer Agreement was signed by High Worth
     Brewery,  E  Mei  Brewery  and  Wai Shun with the following major terms and
     provisions:

     (i)  High  Worth  Brewery  has  been  granted,  without  payment  of  any
          consideration,  a  15%  equity  interest  in  Sichuan Brewery. The 15%
          interest  is  non-transferable  unless  High  Worth  Brewery  pays  a
          subscription  of  RMB9,414,000  or  subsequently  exercises its option
          referred  to  in  (ii)  below.  The remaining 55% and 30% interests in
          Sichuan Brewery are owned by E Mei Brewery and Wai Shun, respectively.

     (ii) High  Worth  Brewery  was  granted a three-year option to increase its
          equity  to  51%  at  a  fixed  cost.


                                     F - 29
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


21.  COMMITMENTS  AND  CONTINGENCIES  -  continued

     LICENSING  AND  RELATED  MATTERS  -  continued

     On  June  5,  1999, a formal Joint Venture Agreement was signed among E Mei
     Brewery,  High  Worth  Brewery  and  Wai  Shun  to form Sichuan Blue Ribbon
     Brewery  High  Worth  Ltd.  ("Sichuan High Worth Brewery"). The business of
     Sichuan  Brewery  was  transferred to Sichuan High Worth Brewery. The total
     registered  and  paid-up  capital  of  Sichuan  High  Worth  Brewery  was
     RMB51,221,258.  High  Worth  Brewery's  15%  equity  interest  is
     consideration-free  but is entitled to share in the profits of Sichuan High
     Worth Brewery. The Joint Venture Agreement and the relevant legal documents
     have  been  approved  by  local  government authorities. Sichuan High Worth
     Brewery  is  currently  producing  Pabst  Blue  Ribbon  beer.

     Noble  China  Inc.,  a public company listed on the Toronto Stock Exchange,
     issued  a  press  release  on May 27, 1999 to announce that it had acquired
     from  Pabst  Brewing  Company  the  exclusive rights to brew and distribute
     Pabst  Blue  Ribbon  beer  throughout the PRC for a period of 30 years from
     2003  to  2033.  Noble China Inc.'s 1999 Annual Report confirmed that Noble
     China  Inc. had entered into a license agreement with Pabst Brewing Company
     in  May 1999 to utilize the Pabst Blue Ribbon trademarks in connection with
     the  production,  promotion,  distribution and sale of beer in China for 30
     years commencing in November 2003, and that Noble China Inc. had paid Pabst
     Brewing  Company  US$5,000,000  for  the right to use the Pabst Blue Ribbon
     trademarks  and  had  agreed  to  pay  royalties  based  on gross sales. In
     addition,  Noble  China  Inc.'s  December  31, 1999 Annual Information Form
     disclosed  that under the existing License Agreement, Pabst Brewing Company
     has  the  obligation  to  "negotiate  friendly" the possible renewal of the
     existing  License Agreement on its expiration in November 2003. Noble China
     Inc.  further asserted that it assumed that obligation when it acquired the
     license  rights  to  the  Pabst  Blue  Ribbon  trademarks.

     Management has consulted with legal counsel regarding the legitimacy of the
     purported  license  agreement  and  the  Company's  potential responses. In
     addition, management has consulted with Blue Ribbon Group, the owner of the
     Pabst  Blue  Ribbon  trademark in China, regarding potential responses, and
     has met with representatives of Noble China Inc. in an attempt to explore a
     potential  settlement.

     In  August  2000,  the  Company  and  Noble  China Inc. signed a memorandum
     pursuant  to  which  a management committee was established to evaluate the
     potential  to coordinate and enhance the operations of Zhaoqing Brewery and
     Noble  Brewery  and  the  Marketing  Company. In December 2000, management,
     marketing, production and operations of Zhaoqing Brewery, Noble Brewery and
     the  Marketing  Company  were  pooled together in order to achieve improved
     coordination  of  human,  financial,  production  and marketing activities,
     which  is  expected  to  achieve  greater  efficiency  and  operating
     profitability.  However,  Zhaoqing Brewery, Noble Brewery and the Marketing
     Company  each  retain their respective independence. Pursuant to the August
     2000  memorandum,  after  the  pooled  management  structure  has  begun to
     function  smoothly,  the  management  committee  will  commence  a study to
     evaluate  the  formation  of  a  new  unified  company.


                                     F - 30
<PAGE>
CBR  BREWING  COMPANY,  INC.
----------------------------


21.  COMMITMENTS  AND  CONTINGENCIES  -  continued

     LICENSING  AND  RELATED  MATTERS  -  continued

     Management  of  the  Company  has  requested  that  Blue  Ribbon Group take
     appropriate  action  to protect its rights and its sub-licensees' rights to
     utilize  the  Pabst  Blue  Ribbon  trademark in China. The Company has been
     advised  that Blue Ribbon is still evaluating the situation and has not yet
     determined  how  it will respond to this matter. Once Blue Ribbon Group has
     responded,  the  Company expects to be in a position to evaluate and revise
     its future business plan and strategy accordingly. The Company is currently
     unable  to  predict  the  effect  that  this development may have on future
     operations.  However,  the inability of the Company to obtain a sub-license
     from  Noble  China  Inc.  or  enter  into  some  other  form  of  strategic
     relationship  under  acceptable  terms  and conditions that would allow the
     Company  to  continue  to  produce and distribute Pabst Blue Ribbon beer in
     China  would have a material adverse effect on the Company's future results
     of  operations,  financial  position  and  cash  flows.

     OPERATING  LEASE  COMMITMENTS

     The  Group  leases  premises  under  various  operating leases which do not
     contain  any  renewal or escalation clauses. Rental expense under operating
     leases was RMB2,304,004, RMB1,851,307 and RMB374,138 during the years ended
     December  31,  2000,  1999  and  1998,  respectively.

     As  of  December 31, 2000, the Company was obligated under operating leases
     requiring  minimum  rentals  as  follows:

                                           RMB

     Year ending December 31,
     2001 . . . . . . . . . . . .         927,610
     2002 . . . . . . . . . . . .         533,401
     2003 . . . . . . . . . . . .         561,813
     2004 . . . . . . . . . . . .         511,813
     2005 . . . . . . . . . . . .         552,758
     After 2005 . . . . . . . . .       1,149,735
                                        ---------
                                        4,237,130
                                        =========


     CAPITAL  COMMITMENTS

     As  of  December  31, 2000, the Group had the following capital expenditure
     commitments,  which  had not been provided for in the financial statements:

                                                                 RMB

     Purchase  of  property,  plant  and  machinery          2,033,026
                                                             =========


                                     F - 31
<PAGE>
                  ZHAOQING  BLUE  RIBBON  BREWERY  NOBLE  LTD.
                  --------------------------------------------
                  (Registered in the People's Republic of China)

                  Report and Financial Statements
                  For the year ended December 31, 2000



<PAGE>
ZHAOQING  BLUE  RIBBON  BREWERY  NOBLE  LTD.
--------------------------------------------
(Registered in the People's Republic of China)

REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2000
------------------------------------



CONTENTS                                                   PAGE(S)
--------                                                 ---------


REPORT OF INDEPENDENT AUDITORS . . . . . . . . . . . . . .  F - 1


BALANCE SHEETS . . . . . . . . . . . . . . . . . . . . . .  F - 2


STATEMENTS OF OPERATIONS . . . . . . . . . . . . . . . . .  F - 3


STATEMENTS OF SHAREHOLDERS' EQUITY . . . . . . . . . . . .  F - 4


STATEMENTS OF CASH FLOWS . . . . . . . . . . . . . . . . .  F - 5


NOTES TO FINANCIAL STATEMENTS . . . . . . . . . . . .  F - 6 to F - 17


<PAGE>
REPORT  OF  INDEPENDENT  AUDITORS
----------------------------------

TO  THE  BOARD  OF  DIRECTORS  AND  SHAREHOLDERS  OF
CBR  BREWING  COMPANY,  INC.
----------------------------------------------------

We  have audited the accompanying balance sheets of Zhaoqing Blue Ribbon Brewery
Noble  Ltd.  (the  "Company")  as of December 31, 2000 and 1999, and the related
statements  of  operations,  shareholders' equity and cash flows for each of the
three  years  in the period ended December 31, 2000.  These financial statements
are  the  responsibility  of the Company's management.  Our responsibility is to
express  an  opinion  on  these  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the  financial  statements  present  fairly,  in all material
respects,  the  financial position of Zhaoqing Blue Ribbon Brewery Noble Ltd. as
of  December  31,  2000 and 1999, and the results of its operations and its cash
flows  for  each  of  the  three  years in the period ended December 31, 2000 in
conformity with generally accepted accounting principles in the United States of
America.

As  discussed  in note 18 to the financial statements, the Company is exposed to
certain  risks  through  its  operations  in  the  People's  Republic  of China.



Deloitte  Touche  Tohmatsu
Hong  Kong
April  10,  2001


                                      F - 1
<PAGE>
<TABLE>
<CAPTION>
                     ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
                     ---------------------------------------
                 (Registered in the People's Republic of China)

                                 BALANCE SHEETS

                                                                As  of  December  31,
                                                        -------------------------------------
                                                           2000         2000         1999
                                                        -----------  -----------  -----------
                                                            US$          RMB          RMB
                                                          (Note 3)
<S>                                                     <C>          <C>          <C>

                                    ASSETS
Current assets:
  Cash and cash equivalents. . . . . . . . . . . . . .   11,056,211   91,766,555   88,419,292
  Accounts receivable, net of allowance for
    doubtful accounts of RMB2,137,528 and
    RMB2,137,528 for 2000 and 1999,
    respectively (note 4). . . . . . . . . . . . . . .            -            -            -
  Bills receivable (note 5). . . . . . . . . . . . . .    8,046,181   66,783,300   68,465,000
  Inventories (note 6) . . . . . . . . . . . . . . . .    5,986,774   49,690,224   56,196,361
  Prepayments and deposits . . . . . . . . . . . . . .      967,270    8,028,342    1,673,213
  Amounts due from related companies, net of
    allowance for doubtful accounts of RMB137,000,000
    and Nil for 2000 and 1999, respectively (note 15a)    9,234,524   76,646,547  198,404,570
                                                        -----------  -----------  -----------
Total current assets . . . . . . . . . . . . . . . . .   35,290,960  292,914,968  413,158,436

Property, plant and equipment, net (note 7). . . . . .   47,765,949  396,457,375  424,893,664
                                                        -----------  -----------  -----------
Total assets . . . . . . . . . . . . . . . . . . . . .   83,056,909  689,372,343  838,052,100
                                                        ===========  ===========  ===========

                               LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable . . . . . . . . . . . . . . . . . .    1,193,146    9,903,111   13,792,141
  Accrued liabilities. . . . . . . . . . . . . . . . .      615,841    5,111,484   34,893,148
  Dividend payable . . . . . . . . . . . . . . . . . .    5,529,649   45,896,084            -
  Employee welfare and incentive fund. . . . . . . . .    3,659,595   30,374,634   28,375,711
  Amounts due to related companies (note 15b). . . . .      412,579    3,424,405    7,566,108
  Sales taxes payable (note 9) . . . . . . . . . . . .    1,194,218    9,912,015   13,984,644
  Income taxes payable (note 8). . . . . . . . . . . .    5,502,556   45,671,217   55,346,988
                                                        -----------  -----------  -----------
Total current liabilities. . . . . . . . . . . . . . .   18,107,584  150,292,950  153,958,740
                                                        -----------  -----------  -----------
Long-term liabilities:
  Deferred income taxes (note 8) . . . . . . . . . . .    1,204,820   10,000,000    7,000,000
                                                        -----------  -----------  -----------
Commitments and contingencies (note 19)
Shareholders' Equity:
Contributed capital (note 10). . . . . . . . . . . . .   57,342,169  475,940,000  475,940,000
General reserve and enterprise development funds
  (note 12). . . . . . . . . . . . . . . . . . . . . .    3,907,102   32,428,949   32,428,949
Retained earnings (note 13). . . . . . . . . . . . . .    2,495,234   20,710,444  168,724,411
                                                        -----------  -----------  -----------
Total equity . . . . . . . . . . . . . . . . . . . . .   63,744,505  529,079,393  677,093,360
                                                        -----------  -----------  -----------
Total liabilities and equity . . . . . . . . . . . . .   83,056,909  689,372,343  838,052,100
                                                        ===========  ===========  ===========
</TABLE>

                   See accompanying notes to the financial statements


                                      F - 2
<PAGE>
<TABLE>
<CAPTION>
                                ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
                                ---------------------------------------
                              (Registered in the People's Republic of China)

                                         STATEMENTS  OF  OPERATIONS

                                                                 Year  ended  December 31,
                                                 ---------------------------------------------------------
                                                     2000          2000           1999           1998
                                                 ------------  -------------  -------------  -------------
                                                      US$           RMB            RMB            RMB
                                                    (Note 3)
<S>                                              <C>           <C>            <C>            <C>
Sales:
  Related parties (note 15c). . . . . . . . . .   56,217,659    466,606,571    537,044,558    621,662,823
  Unrelated parties . . . . . . . . . . . . . .        1,008          8,363         62,589         39,574
                                                 ------------  -------------  -------------  -------------
  . . . . . . . . . . . . . . . . . . . . . . .   56,218,667    466,614,934    537,107,147    621,702,397
Sales taxes (note 9). . . . . . . . . . . . . .   (2,834,041)   (23,522,541)   (23,299,155)   (37,232,677)
                                                 ------------  -------------  -------------  -------------
Net sales . . . . . . . . . . . . . . . . . . .   53,384,626    443,092,393    513,807,992    584,469,720
Cost of sales, including inventory purchased
  from related companies of RMB67,422,970,
  RMB86,716,508, and RMB87,441,651 in 2000,
  1999 and 1998, respectively, and royalty fee
  paid to a related company of RMB10,112,856,
  RMB12,033,486 and RMB13,882,131 in 2000,
  1999 and 1998, respectively (note 15c). . . .  (35,070,377)  (291,084,126)  (316,437,623)  (407,211,273)
                                                 ------------  -------------  -------------  -------------
Gross profit. . . . . . . . . . . . . . . . . .   18,314,249    152,008,267    197,370,369    177,258,447
Selling, general and administrative expenses,
  including management fee paid to a related
  company of nil, RMB2,035,000 and
  RMB2,035,000 in 2000, 1999 and 1998,
  respectively (note 15c), and allowance for
  doubtful account receivable from a related
  company of RMB137,000,000, nil and nil in
  2000, 1999 and 1998, respectively (note 15a).  (20,623,466)  (171,174,772)   (32,232,488)   (47,955,747)
                                                 ------------  -------------  -------------  -------------
Operating (loss) income . . . . . . . . . . . .   (2,309,217)   (19,166,505)   165,137,881    129,302,700
Interest income . . . . . . . . . . . . . . . .      137,587      1,141,976      1,650,372      2,406,192
Other income, including rental income received
  from a related company of RMB1,367,408,
  RMB2,120,012 and RMB1,568,864 in 2000,
  1999 and 1998  respectively (note 15c). . . .      421,418      3,497,770      4,568,662      2,819,195
Interest expense. . . . . . . . . . . . . . . .       (2,015)       (16,724)       (51,926)       (73,506)
                                                 ------------  -------------  -------------  -------------
 (Loss) income before income taxes. . . . . . .   (1,752,227)   (14,543,483)   171,304,989    134,454,581
Income taxes (note 8) . . . . . . . . . . . . .   (3,792,672)   (31,479,185)   (42,887,055)    (8,226,523)
                                                 ------------  -------------  -------------  -------------
Net (loss) income . . . . . . . . . . . . . . .   (5,544,900)   (46,022,668)   128,417,934    126,228,058
                                                 ============  =============  =============  =============
</TABLE>

                   See accompanying notes to the financial statements


                                      F - 3
<PAGE>
<TABLE>
<CAPTION>
                    ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
                    ---------------------------------------
                 (Registered in the People's Republic of China)

                       STATEMENTS OF SHAREHOLDERS' EQUITY

                                               General
                                             reserve and
                                             enterprise
                               Contributed   development     Retained
                                 capital        funds        earnings        Equity
                               ------------  ------------  -------------  -------------
                                   RMB           RMB            RMB            RMB
                                (Note 10)     (Note 12)      (Note 13)
<S>                            <C>           <C>           <C>            <C>

Balance at January 1, 1998. .  475,940,000    21,043,879    146,068,638    643,052,517
Net income for the year . . .            -             -    126,228,058    126,228,058
Appropriation of:
  Reserve . . . . . . . . . .            -     5,718,887     (5,718,887)             -
  Dividend. . . . . . . . . .            -             -   (117,665,180)  (117,665,180)
                               ------------  ------------  -------------  -------------

Balance at December 31, 1998.  475,940,000    26,762,766    148,912,629    651,615,395
Net income for the year . . .            -             -    128,417,934    128,417,934
Appropriation of:
  Reserve . . . . . . . . . .            -     5,666,183     (5,666,183)             -
  Dividend. . . . . . . . . .            -             -   (102,939,969)  (102,939,969)
                               ------------  ------------  -------------  -------------

Balance at December 31, 1999.  475,940,000    32,428,949    168,724,411    677,093,360
Net loss for the year . . . .            -             -    (46,022,668)   (46,022,668)
Appropriation of:
  Dividend. . . . . . . . . .            -             -   (101,991,299)  (101,991,299)
                               ------------  ------------  -------------  -------------

Balance at December 31, 2000.  475,940,000    32,428,949     20,710,444    529,079,393
                               ============  ============  =============  =============

Translated to US$
Balance at December 31, 2000
  (note 3). . . . . . . . . .   57,342,169     3,907,102      2,495,234     63,744,505
                               ============  ============  =============  =============
</TABLE>

               See accompanying notes to the financial statements


                                      F - 4
<PAGE>
<TABLE>
<CAPTION>
                            ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
                            ---------------------------------------
                          (Registered in the People's Republic of China)

                                     STATEMENTS OF CASH FLOWS

                                                                       Year  ended  December  31,
                                                         --------------------------------------------------------
                                                             2000          2000          1999           1998
                                                              US$           RMB           RMB            RMB
                                                            (Note 3)
<S>                                                      <C>           <C>           <C>            <C>
Cash flows from operating activities:
  Net (loss) income . . . . . . . . . . . . . . . . . .   (5,544,900)  (46,022,668)   128,417,934    126,228,058

Adjustments to reconcile net (loss) income to net cash
  provided by operating activities:
  Depreciation and amortization . . . . . . . . . . . .    4,834,224    40,124,063     35,158,936     38,035,235
  Deferred income taxes . . . . . . . . . . . . . . . .      361,446     3,000,000      2,300,000     (7,500,000)
  Allowance (write back) for doubtful accounts. . . . .   16,506,024   137,000,000     (6,080,775)     7,178,852
  Loss on disposal of fixed assets. . . . . . . . . . .          275         2,284              -              -

Changes in operating assets and liabilities:
  Decrease in accounts receivable . . . . . . . . . . .            -             -        266,729        991,442
  Decrease (increase) in bills receivable . . . . . . .      202,614     1,681,700    (27,102,000)   (16,613,000)
  Decrease (increase) in inventories. . . . . . . . . .      783,872     6,506,137    (21,064,178)       724,815
  (Increase) decrease in prepayments and
    deposits. . . . . . . . . . . . . . . . . . . . . .     (765,678)   (6,355,129)       194,227     10,808,407
  (Increase) decrease in amounts due from
    related companies . . . . . . . . . . . . . . . . .   (1,836,383)  (15,241,977)    26,324,018     (7,649,067)
  Decrease in accounts payable and
    accrued liabilities . . . . . . . . . . . . . . . .   (4,056,710)  (33,670,694)   (28,498,015)   (13,538,730)
  Increase in employee welfare and
    incentive fund. . . . . . . . . . . . . . . . . . .      240,834     1,998,923     12,909,453      3,558,018
  Decrease in amounts due to related companies. . . . .     (499,000)   (4,141,703)    (5,925,719)   (35,211,563)
  Decrease in sales taxes payable . . . . . . . . . . .     (490,678)   (4,072,629)   (43,690,770)    (3,900,548)
  (Decrease) increase in income taxes payable . . . . .   (1,165,756)   (9,675,771)    34,150,465     10,282,922
                                                         ------------  ------------  -------------  -------------
Net cash provided by operating activities . . . . . . .    8,570,185    71,132,536    107,360,305    113,394,841
                                                         ------------  ------------  -------------  -------------

Cash flows from investing activities:
  Purchases of property, plant and equipment. . . . . .   (1,480,441)  (11,690,058)    (9,850,985)   (23,537,127)
                                                         ------------  ------------  -------------  -------------

Cash flows from financing activities:
  Repayment of bank loans . . . . . . . . . . . . . . .            -             -              -     (1,500,000)
  Dividend paid . . . . . . . . . . . . . . . . . . . .   (6,758,460)  (56,095,215)  (102,939,969)  (116,820,447)
                                                         ------------  ------------  -------------  -------------

Net cash used in financing activities . . . . . . . . .   (6,758,460)  (56,095,215)  (102,939,969)  (118,320,447)
                                                         ------------  ------------  -------------  -------------

Net increase (decrease) in cash and cash equivalents. .      403,284     3,347,263     (5,430,649)   (28,462,733)
Cash and cash equivalents at beginning of year. . . . .   10,652,927    88,419,292     93,849,941    122,312,674
                                                         ------------  ------------  -------------  -------------

Cash and cash equivalents at end of year. . . . . . . .   11,056,211    91,766,555     88,419,292     93,849,941
                                                         ============  ============  =============  =============
</TABLE>

               See accompanying notes to the financial statements


                                      F - 5
<PAGE>
                    ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
                    ---------------------------------------
                 (Registered in the People's Republic of China)

                          NOTES TO FINANCIAL STATEMENTS


1.   ORGANIZATION  AND  PRINCIPAL  ACTIVITY

     Zhaoqing  Blue  Ribbon Brewery Noble Ltd. (the "Company") is a Sino-foreign
     equity  joint  venture  enterprise  registered  in the People's Republic of
     China  (the  "PRC")  in  October 1993 in which Goldjinsheng Holding Limited
     ("Goldjinsheng")  and  Zhaoqing  Brewery  hold  60%  and  40%  interests,
     respectively.  The  venture  term of the Company is twenty years which term
     may  be  extended  upon  mutual  agreement of the joint venture parties and
     approval  from  the  relevant  PRC  government  authorities.

     Pursuant  to  the  joint  venture  agreements  and with the approval of the
     relevant PRC government authorities, the property, plant, equipment and the
     business  of  Pabst  Blue  Ribbon  Brewery (Zhaoqing) Co. Ltd. ("Pabst Blue
     Ribbon"),  an  unrelated PRC owned enterprise, were disposed of to Zhaoqing
     Brewery  and  then  to  the  Company  as a capital contribution. Pabst Blue
     Ribbon  is a subsidiary of the Guangdong Blue Ribbon Group Co., Ltd. ("Blue
     Ribbon  Group").

     Since  commencement  of  business  on  November  6,  1993,  the Company has
     principally been engaged in the production and sale of beer products in the
     PRC.  The Company's principal product is Blue Ribbon beer produced and sold
     under  non-exclusive  Pabst  trademarks  which  were granted by Blue Ribbon
     Group  (see  note 19), an unrelated PRC owned enterprise. Malt, rice, hops,
     water  and  packing  materials  are the major raw materials involved in the
     production  of  Blue Ribbon beer. Effective July 1, 1995, all beer products
     produced  by  the  Company were sold to Zhaoqing Blue Ribbon Beer Marketing
     Company  Limited ("Blue Ribbon Marketing"), which was formed to promote and
     distribute  beer  products.  Blue Ribbon Marketing is 70% owned by Zhaoqing
     Brewery,  which  acts  as  a nominee on behalf of Zhaoqing Blue Ribbon High
     Worth  Brewery  Ltd.  ("High Worth Brewery") and 30% owned directly by Blue
     Ribbon Group. The Blue Ribbon Group also owns indirectly 28% of Blue Ribbon
     Marketing.

     Goldjinsheng  is  a  wholly-owned subsidiary of Noble China Inc., a company
     listed  on  the  Toronto  Stock  Exchange.

     Zhaoqing  Brewery  is  a  wholly-owned  subsidiary of High Worth Brewery, a
     Sino-foreign equity joint venture enterprise registered in the PRC in which
     Blue  Ribbon  Group  and  High  Worth  Holdings  Limited,  a  wholly-owned
     subsidiary  of  CBR  Brewing  Company,  Inc.  ("CBR"),  hold  40%  and  60%
     interests,  respectively.

     On  January  20,  1998,  Goldjinsheng  and Zhaoqing Brewery entered into an
     agreement  which  stipulated that their respective interests in the Company
     will  be  transferred  to  Linchpin  Holdings Limited ("Linchpin"), another
     wholly-owned  subsidiary  of  Noble  China  Inc.,  and  High Worth Brewery,
     respectively. In March 1999, approval from the relevant PRC authorities for
     the  registration  of  the  aforesaid  transfer  for Linchpin was obtained.
     Linchpin  and  Zhaoqing  Brewery  own  60%  and 40% equity interests in the
     Company,  respectively.


                                      F - 6
<PAGE>
                    ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
                    ---------------------------------------
                 (Registered in the People's Republic of China)


2.   BASIS  OF  PRESENTATION

     The  financial  statements have been prepared in accordance with accounting
     principles  generally accepted in the United States of America ("US GAAP").
     This  basis  of accounting differs from that used in the preparation of the
     statutory  financial  statements  of  the  Company  which  are  prepared in
     accordance  with  the  accounting  principles  and  relevant  financial
     regulations  established  by  the  Ministry  of  Finance  of  the  PRC.

     The  major  adjustments  made  to the PRC statutory financial statements to
     conform  with  the  accrual basis under US GAAP include the adjustments for
     sales,  interest  income  and  purchases  recognized  on  a  cash  basis,
     depreciation  and  deferred  taxation.


3.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     CASH AND CASH EQUIVALENTS - Cash and cash equivalents include cash on hand,
     cash  accounts,  interest  bearing  saving  accounts,  and  short-term bank
     deposits  with  original  maturities  of  three  months  or  less.

     INVENTORIES  - Inventories are stated at the lower of cost or market value.
     Cost,  which  comprises  direct  materials, direct labor costs and overhead
     associated  with  the  manufacturing  processes,  is  calculated  using the
     first-in,  first-out  method.

     PROPERTY,  PLANT AND EQUIPMENT - Property, plant and equipment is stated at
     cost less an allowance for depreciation and amortization. Cost includes the
     fair  value  of  property,  plant and equipment transferred from Pabst Blue
     Ribbon.

     Depreciation  and  amortization are provided using the straight-line method
     to  write  off the cost of property, plant and equipment over the estimated
     useful  lives  as  follows:

     Land use rights. . . . . . . . . . . . . . . .    20 years
     Buildings. . . . . . . . . . . . . . . . . . .    20 years
     Plant, machinery and equipment . . . . . . . .    15 years
     Motor vehicles . . . . . . . . . . . . . . . .    10 years
     Leasehold improvement. . . . . . . . . . . . .    5 years

     Construction in progress is stated at cost which comprises the direct costs
     of buildings, plant under construction and deposits and prepayments made on
     machinery  pending  installation.  Cost  comprises  the  direct  cost  of
     construction  and  finance expenses arising from borrowings used to finance
     the  construction of buildings, plant and machinery until the construction,
     installation  and  testing  are complete. No depreciation is provided until
     the  relevant  assets  are  available  for  commercial  use.

     According  to the laws of the PRC, the title to all PRC land is retained by
     the  PRC  government. The land use rights represent the cost for the rights
     to  use  the  land  for  premises  granted by the State Land Administration
     Bureau.  The  land use rights are stated at cost and are amortized over the
     shorter  of  the  venture  term  of the Company or the term of the land use
     right.


                                      F - 7
<PAGE>
                    ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
                    ---------------------------------------
                 (Registered in the People's Republic of China)


3.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  continued

     IMPAIRMENT  OF  LONG-LIVED  ASSETS  -  The  Company  regularly  reviews its
     property,  plant and equipment for impairment whenever events or changes in
     circumstances  indicate  that  the  carrying  amount of an asset may not be
     recoverable  based  upon undiscounted cash flows expected to be produced by
     such  assets  over  their  expected  useful  lives.

     INCOME  TAXES  -  Income taxes are determined under the asset and liability
     method  in  accordance with Statement of Financial Accounting Standards No.
     109,  "Accounting for Income Taxes" ("SFAS No. 109"). SFAS No. 109 requires
     deferred  taxes  to  be  adjusted  to reflect the tax rates at which future
     taxable  amounts  will  be  settled  or recognized. The effects of tax rate
     changes  on  future  deferred tax liabilities and deferred tax benefits, as
     well  as  other changes in income tax laws, are recognized in the statement
     of  operations  in  the  period  when  such  changes  are  enacted.

     REVENUE RECOGNITION - Sales represent the invoiced value of goods sold, net
     of  returns  and  discounts.  Sales and sales discounts are recognized upon
     delivery  of  goods  to  customers.

     ADVERTISING  EXPENSES  - Advertising expenses are charged to expense in the
     statements  of  operations  as incurred. Advertising expense was RMB54,300,
     RMB701,505  and RMB809,660, for the years ended December 31, 2000, 1999 and
     1998,  respectively.

     FOREIGN  CURRENCY  TRANSLATION  -  The  financial records and the statutory
     financial  statements  of  the  Company  are  maintained  in  Renminbi.  In
     preparing  the  financial statements, all foreign currency transactions are
     translated  into  Renminbi  using  the applicable rates of exchange for the
     respective  periods. Monetary assets and liabilities denominated in foreign
     currencies  have  been  translated into Renminbi using the rate of exchange
     prevailing  at  the  balance  sheet  date.  The resulting exchange gains or
     losses  have been credited or charged to the statement of operations in the
     period  in  which  they  occur.

     Translation  of  amounts  from  Renminbi ("RMB") into United States dollars
     ("US$")  is  for  the  convenience  of the reader only and has been made at
     US$1.00 = RMB8.3 (see note 11). No representation is made that the Renminbi
     amounts  could have been, or could be, converted into United States dollars
     at  that  rate  or  at  any  other  rate.

     USE  OF  ESTIMATES  - The preparation of financial statements in conformity
     with  generally  accepted accounting principles requires management to make
     estimates  and  assumptions  that affect the reported amounts of assets and
     liabilities  and  disclosures  of  contingent assets and liabilities at the
     date  of  the financial statements and the reported amounts of revenues and
     expenses  during  the  reporting  period.  Actual results could differ from
     those  estimates.


                                      F - 8
<PAGE>
                    ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
                    ---------------------------------------
                 (Registered in the People's Republic of China)


3.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  continued

     EFFECTS  OF  RECENT  ACCOUNTING  STANDARDS  -  In  June 1998, the Financial
     Accounting  Standards  Board  issued  Statement  of  Financial  Accounting
     Standards  No.  133,  "Accounting  for  Derivative  Instruments and Hedging
     Activities"("SFAS  No.  133").  SFAS  No.  133  establishes  standards  for
     derivative  instruments  embedded  in  other  contracts,  and  for  hedging
     activities,  and  requires  that  all  derivatives  be recognized as either
     assets  or  liabilities  in  the  statement  of  financial  position and be
     measured  at  fair value. SFAS 133 will be effective for the Company's year
     ending December 31, 2001. The Company does not anticipate that the adoption
     of  SFAS  No.  133  will  have  any  effect  on  its  financial  statements
     presentation  on  disclosures.

4.   ACCOUNTS  RECEIVABLE

     Accounts  receivable  comprise:


                                                2000        1999
                                            -----------  -----------
                                                 RMB         RMB

     Accounts receivables - trade. . . . .   2,137,528    2,137,528
     Less: Allowance for doubtful accounts  (2,137,528)  (2,137,528)
                                            -----------  -----------
                                                     -            -
                                            ===========  ===========


     Movement  of  allowance  for  doubtful  accounts:

                                                2000        1999       1998
                                              ---------  ----------  ---------
                                                 RMB         RMB        RMB

     Balance as at January 1 . . . . . . . .  2,137,528  2,218,303   1,039,451
     (Written back) provided during the year          -    (80,775)  1,178,852
                                              ---------  ----------  ---------
     Balance as at December 31 . . . . . . .  2,137,528  2,137,528   2,218,303
                                              =========  ==========  =========


     No  amounts  have  been  written  off  during  the  years  presented.


5.   BILLS  RECEIVABLE

     Bills  receivable  represent  accounts  receivable  in the form of bills of
     exchange  whose  acceptances  and  settlements  are  handled  by  banks.


                                      F - 9
<PAGE>
                    ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
                    ---------------------------------------
                 (Registered in the People's Republic of China)


6.   INVENTORIES

<TABLE>
<CAPTION>
                                                            2000           1999
                                                        -------------  -------------
                                                             RMB            RMB
Inventories comprise:
<S>                                                     <C>            <C>
     Raw materials . . . . . . . . . . . . . . . . . .    23,507,834     28,880,574
     Work in progress. . . . . . . . . . . . . . . . .     5,681,546      9,341,109
     Finished goods. . . . . . . . . . . . . . . . . .    20,500,844     17,974,678
                                                        -------------  -------------
                                                          49,690,224     56,196,361
                                                        =============  =============


7.   PROPERTY,  PLANT  AND  EQUIPMENT
                                                            2000           1999
                                                        -------------  -------------
                                                             RMB            RMB
     At cost:
       Land use rights and buildings . . . . . . . . .   182,265,093    180,674,140
       Plant, machinery and equipment. . . . . . . . .   432,916,405    429,487,508
       Motor vehicles. . . . . . . . . . . . . . . . .     9,181,771      7,400,665
       Leasehold improvements. . . . . . . . . . . . .     5,642,216      5,118,568
       Construction in progress. . . . . . . . . . . .     4,342,610              -
                                                        -------------  -------------
       Total . . . . . . . . . . . . . . . . . . . . .   634,348,095    622,680,881
       Less: Accumulated depreciation and amortization  (237,890,720)  (197,787,217)
                                                        -------------  -------------
                                                         396,457,375    424,893,664
                                                        =============  =============
</TABLE>

8.   INCOME  TAXES

     The  Company  is  governed  by  the  Income  Tax Laws of the PRC concerning
     Foreign  Investment  Enterprises  and Foreign Enterprises and various rules
     and  regulations  (the "Income Tax Laws"). Pursuant to the Income Tax Laws,
     foreign investment enterprises engaging in a production business located in
     Zhaoqing  are  subject  to  income  tax at the rate of 27% on net income as
     reported  in  their  statutory  financial  statements.

     Pursuant  to  the  Income Tax Laws, if the investor in a foreign investment
     enterprise  reinvests  its  share  of  distributable  profits  from  the
     enterprise,  the investor is entitled to receive a refund of the income tax
     paid  on  the  reinvested  amount.

     Under  a tax concession obtained from the PRC tax authority, the Company is
     exempt  from  income  taxes for the two financial years commencing with its
     first  profitable  year  of  operations,  and  thereafter  received  a  50%
     reduction  for the next three financial years. For the years ended December
     31,  1998  and  1997,  current income taxes based on the 50% reduction rule
     were  provided. For 1999 and 2000, current income taxes were fully provided
     at  the  statutory  rate  as  the  tax  concession  period  had  expired.


                                     F - 10
<PAGE>
                    ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
                    ---------------------------------------
                 (Registered in the People's Republic of China)


8.   INCOME  TAXES  -  continued

     The  aggregate  income  tax  benefit  resulting  from the tax exemption and
     reduction  status  for  the  year  ended  December  31,  1998  amounted  to
     approximately  RMB19,500,000.

     The  reconciliation  of the effective income tax rate of the Company to the
     relevant  statutory  income  tax  rate  in  the  PRC  is  as  follows:

<TABLE>
<CAPTION>
                                                                    Year  ended  December  31,
                                                                -------------------------------------
                                                                   2000         1999         1998
                                                                -----------  -----------  -----------
<S>                                                             <C>          <C>          <C>
     Statutory tax rate. . . . . . . . . . . . . . . . . . . .          27%          27%          27%
     Tax holiday . . . . . . . . . . . . . . . . . . . . . . .           -            -         (15%)
     Resolution of estimated tax adjustments . . . . . . . . .           -            -          (6%)
     Income exempted by tax authority. . . . . . . . . . . . .         (1%)         (1%)           -
                                                                -----------  -----------  -----------
     Effective tax rate. . . . . . . . . . . . . . . . . . . .          26%          26%           6%
                                                                ===========  ===========  ===========

     The provision for income taxes consists of the following:

                                                                    Year  ended  December  31,
                                                                -------------------------------------
                                                                   2000         1999         1998
                                                                -----------  -----------  -----------
                                                                    RMB          RMB          RMB

     Current . . . . . . . . . . . . . . . . . . . . . . . . .  28,479,185   40,587,055   15,726,523
     Deferred. . . . . . . . . . . . . . . . . . . . . . . . .   3,000,000    2,300,000   (7,500,000)
                                                                -----------  -----------  -----------
                                                                31,479,185   42,887,055    8,226,523
                                                                ===========  ===========  ===========
</TABLE>

     The deferred income tax liability relates to property, plant and equipment.

9.   SALES  TAXES

     The  Company  is  subject  to  three  kinds of sales taxes: value added tax
     ("VAT"),  consumption tax and other sales taxes. The applicable VAT rate is
     17%  for  brewery  products sold in the PRC and nil for exported goods. The
     amount  of  VAT  liability is determined by applying the applicable VAT tax
     rate  to  the invoiced amount of goods sold less VAT paid on purchases made
     with  the  relevant invoices in support. VAT is collected from customers by
     the  Company  on  behalf  of  the  PRC tax authorities and is therefore not
     charged to the statement of operations. The applicable consumption tax rate
     in  respect  of  brewery  products  is  RMB220 per ton. The consumption tax
     charged to the statement of operations is determined based on the volume of
     sales  within  the  PRC  territory.  Exported goods are exempted. The other
     sales  taxes  are  assessed  as  a  percentage  of  consumption tax and VAT
     payable.


                                     F - 11
<PAGE>
                    ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
                    ---------------------------------------
                 (Registered in the People's Republic of China)


10.  CONTRIBUTED  CAPITAL

     The  Company was registered with a capital of US$50,000,000. At the balance
     sheet  date, a total of RMB475,940,000 was contributed by the joint venture
     parties.


11.  FOREIGN  CURRENCY  EXCHANGE

     The  People's  Bank of China ("PBOC") and the State Exchange Administration
     Bureau  jointly  pronounced  a  new  policy  on  foreign  currency exchange
     transactions in the PRC. Commencing from December 1, 1998, foreign currency
     exchange  adjustment services for the foreign invested enterprises ("FIE"),
     which  were  previously  provided  by the SWAP centers within the PRC, were
     cancelled.  From this date onwards, FIEs can only transact foreign currency
     deals  though  those authorized banks in the PRC at the prevailing exchange
     rates  quoted  by the PBOC and, accordingly, all the SWAP centers presently
     established  in  the  PRC  were  to  be  closed.

     The current SWAP center business was started by the PRC government in 1980.
     FIEs  could buy or sell foreign currencies at the SWAP center at the market
     rates  quoted  by such centers. From December 1, 1998, FIEs can only buy or
     sell  foreign  currencies  through  the  banks  operated  in the PRC at the
     prevailing  exchange  rates  quoted by the PBOC. All these foreign currency
     transactions  then  pass through the centralized banking system in the PRC.
     The  exchange  rates  quoted  by  the banks are the middle price of the bid
     price  and  ask  price  on  the  previous  transaction  date.

     The  exchange  rates  of  the  RMB equivalent to US$1.00 as of December 31,
     2000,  1999  and  1998  were  approximately  RMB8.30.


12.  GENERAL  RESERVE  AND  ENTERPRISE  DEVELOPMENT  FUNDS

     As  stipulated  by the relevant laws and regulations for foreign investment
     enterprises,  the  Company  is required to make appropriations to a general
     reserve  fund,  an  enterprise development fund and an employee welfare and
     incentive  fund,  in  which  the  percentages  of annual appropriations are
     subject  to the joint venture agreement. The employee welfare and incentive
     fund  is  charged  to the statement of operations. The other appropriations
     are  accounted  for  as  reserve  funds  in  the  balance sheet and are not
     available  for  distribution  as dividends to the joint venture partners of
     the  Company.  Under  the  joint  venture agreement, the board of directors
     shall determine the appropriations with regard to the economic situation of
     the  Company. The percentages of annual appropriations to a general reserve
     fund,  an enterprise development fund and an employee welfare and incentive
     fund  for  2000 have already been determined by the board of directors, and
     the  appropriations  have  been  reported  in  the  statutory  financial
     statements.


                                     F - 12
<PAGE>
                    ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
                    ---------------------------------------
                 (Registered in the People's Republic of China)


13.  RETAINED  EARNINGS

     As  described  in  note  2,  net  income  (loss) as reported in the US GAAP
     financial  statements  differs  from  that as reported in the PRC statutory
     financial  statements. In accordance with the relevant laws and regulations
     for  Sino-foreign  equity  joint venture enterprises, the profits available
     for  distribution  are  based on the statutory financial statements. If the
     Company has foreign currency available after meeting its operational needs,
     the Company may make profit distributions in foreign currency to the extent
     it  is  available.  Otherwise,  it  will  be  necessary  to  convert  such
     distributions  at an exchange center. As of December 31, 2000 and 1999, the
     retained  earnings  calculated  according  to  PRC  GAAP  available  for
     distribution  amounted  to  approximately RMB75,511,000 and RMB101,991,000,
     respectively.


14.  SUPPLEMENTAL  DISCLOSURES  OF  CASH  FLOW  INFORMATION

     Interest  paid  during the years ended December 31, 2000, 1999 and 1998 was
     RMB16,724,  RMB51,921  and RMB73,506, respectively. Income tax paid for the
     years  ended  December  31,  2000,  1999  and  1998  was  RMB38,154,956,
     RMB6,436,590  and  RMB5,443,601,  respectively.


15.  RELATED  PARTY  TRANSACTIONS  AND  ARRANGEMENTS

     (a)  Amounts  due  from  related  companies

          The  amounts  receivable from related companies mainly represented the
          receivable balances from companies of the Blue Ribbon Group (including
          subsidiaries),  Goldjinsheng,  Blue  Ribbon  Marketing, HK Kellogy and
          Blue  Po  amounting to approximately RMB3,188,000, nil, RMB71,862,000,
          RMB1,201,000  and  RMB396,000 respectively, for 2000 and RMB3,196,000,
          RMB38,000,  RMB195,171,000,  nil  and  nil,  respectively,  for  1999.

          The balances with Blue Ribbon Group, Goldjinsheng, HK Kellogy and Blue
          Po  principally  represented  expenses  paid  by  the Company on their
          behalf.

          The  balance  with  Blue  Ribbon Marketing was operating in nature and
          principally  represented  accounts  receivable  from sales of finished
          goods.  An allowance for doubtful accounts amounting to RMB137,000,000
          and  Nil  was  recorded  in  2000  and  1999  respectively.

          The  amounts  receivable  from  related  companies  are  unsecured,
          interest-free  and  repayable  on  demand.

     (b)  Amounts  due  to  related  companies

          As of December 31, 2000 and 1999, the amounts due to related companies
          principally  represented  balances  arising  from the purchases of raw
          materials  from  American  National Can (Zhaoqing) Co., Ltd., in which
          Blue  Ribbon  Group  has  equity  interests  and  Blue  Ribbon Group's
          subsidiaries.

          The  balances  are  unsecured,  interest-free and repayable on demand.


                                     F - 13
<PAGE>
                    ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
                    ---------------------------------------
                 (Registered in the People's Republic of China)


15.  RELATED  PARTY  TRANSACTIONS  AND  ARRANGEMENTS  -  continued

     (c)  Related  party  transactions

          The Company had transactions with companies in which Blue Ribbon Group
          or  High  Worth  Brewery  have  equity  interests.  The  significant
          transactions  are  summarized  below:

<TABLE>
<CAPTION>
                                                    Year  ended  December  31,
                                             -------------------------------------
                                                2000         1999         1998
                                             -----------  -----------  -----------
                                                 RMB         RMB          RMB
<S>                                          <C>          <C>          <C>
      Sales of beer products to
        Blue Ribbon Marketing. . . . . . .   466,532,300  537,010,133  621,380,760
        Blue Ribbon Group. . . . . . . . .        29,424        3,014      282,063
        American National Can (Zhaoqing)
          Co., Ltd . . . . . . . . . . . .        32,262       31,411            -
        Blue Ribbon Mineral Water. . . . .        12,584            -            -

      Purchases of raw materials from
        American National
          Can (Zhaoqing) Co., Ltd. . . . .    67,325,141   77,642,936   65,363,737
        Zhaoqing Blue
          Ribbon Carton Manufacturing Co.              -    9,034,659   17,196,043
        Blue Ribbon Marketing. . . . . . .             -            -    4,720,679
        High Worth Brewery . . . . . . . .        97,829       38,913      161,192

      Royalty fee paid to Blue
        Ribbon Group . . . . . . . . . . .    10,112,856   12,033,486   13,882,131

      Management fee paid to
        Blue Ribbon Group. . . . . . . . .             -    2,035,000    2,035,000

      Rental income received from
        Blue Ribbon Marketing. . . . . . .     1,367,408    2,120,012    1,568,864
      Motor vehicle purchase consideration
        to Blue Ribbon Marketing . . . . .        52,517            -            -
                                             -----------  -----------  -----------
</TABLE>

16.  RETIREMENT  PLAN

     As  stipulated  by  PRC  government  regulations,  the  Company has defined
     contribution  retirement plans for all its full-time employees. The Company
     and its employees are required to contribute to the PRC insurance companies
     organized  by  the PRC government, which are responsible for the payment of
     pension  benefits  to  retired  employees. The monthly contributions of the
     Company  and  the  full-time  employees  were calculated at 17.8% and 5.0%,
     respectively, of the basic salaries of the full-time employees. The pension
     costs charged to operations by the Company for the years ended December 31,
     2000,  1999 and 1998 amounted to RMB1,260,128, RMB1,076,919 and RMB936,232,
     respectively.


                                     F - 14
<PAGE>
                    ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
                    ---------------------------------------
                 (Registered in the People's Republic of China)


17.  FINANCIAL  INSTRUMENTS

     The  carrying  amounts reported in the balance sheet for current assets and
     current  liabilities  qualifying as financial instruments approximate their
     fair  values  because  of  the  short  maturity  of  such  instruments.


18.  CONCENTRATION  OF  RISKS

     The  Company's operating assets and primary source of income and cash flows
     are  in  the  PRC.  The  PRC  economy  has,  for  many  years,  been  a
     centrally-planned  economy, operating on the basis of annual, five-year and
     ten-year state plans adopted by central PRC governmental authorities, which
     set out national production and development targets. The PRC government has
     been  pursuing  economic  reforms  since  it  first adopted its "open-door"
     policy in 1978. There is no assurance that the PRC government will continue
     to  pursue  economic  reforms  or  that  there  will not be any significant
     changes in its economic or other policies, particularly in the event of any
     change in the political leadership of, or the political, economic or social
     conditions  in,  the  PRC. There is also no assurance that the Company will
     not  be adversely affected by any such change in government policies or any
     unfavorable  change  in  the  political, economic or social conditions, the
     laws  or  regulations  or  the  rate  or  method  of  taxation  in the PRC.

     As many of the economic reforms which have been or are being implemented by
     the  PRC  government are unprecedented or experimental, they may be subject
     to adjustment or refinement, which may have adverse effects on the Company.
     Further,  through  state  plans  and other economic and fiscal measures, it
     remains  possible  for the PRC government to exert significant influence on
     the  PRC  economy.

     All  the  Company's revenues are wholly derived from the sale of Pabst Blue
     Ribbon  beer.

     The  Company  sold  almost 100% of its products to Blue Ribbon Marketing in
     2000, 1999 and 1998, respectively, and is heavily dependent on the sales to
     the  related  company.

     The  financial instruments that are exposed to concentration of credit risk
     consist  primarily  of cash and accounts receivable from related companies.
     Cash  is  maintained  with  major  banks in the PRC. The Company's business
     activity  is  with  related  companies  in  the  PRC.


                                     F - 15
<PAGE>
                    ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
                    ---------------------------------------
                 (Registered in the People's Republic of China)


19.  COMMITMENTS  AND  CONTINGENCIES

     Blue  Ribbon  Group  entered into licensing arrangements with Pabst Brewing
     Company  whereby  Blue  Ribbon  Group  was  granted  the exclusive right to
     produce  and  market  products  under four specific Pabst trademarks in the
     PRC,  the  non-exclusive  right  to  market  such  products  in other Asian
     countries  except Hong Kong, Macau, Japan and South Korea, and the right to
     sublicense  the  use  of the trademarks to any other enterprise in the PRC.

     Pursuant  to  the  terms  of  the  sublicense  agreement, Blue Ribbon Group
     granted  the Company the right to use two specific Pabst trademarks for the
     production, promotion, distribution and sale of beer under such trademarks.
     The  production  right  of the Company is confined exclusively to Guangdong
     Province  only  and  it  does  not preclude High Worth Brewery's production
     rights  in  Guangdong  as  described  in  (a)  and  (b)  below.

     The  sublicense agreement is valid until November 7, 2003. In consideration
     for  the  sublicense  granted,  the Company is obligated to pay Blue Ribbon
     Group  a  royalty  fee of US$0.10 for each carton of bottled or canned beer
     produced  (see  note  15c).

     A  provisional agreement, subject to governmental approval, was made on May
     10,  1995  among  CBR  and a subsidiary, the group companies of Noble China
     Inc.,  and  Blue  Ribbon  Group  to  the  effect  that:

     (a)  High  Worth  Brewery was entitled to be granted from Blue Ribbon Group
          the  right  to  brew  and  sell beer under the Pabst Blue Ribbon label
          produced in its brewing facilities up to a maximum production capacity
          of  100,000  tons  per  annum.

     (b)  High  Worth  Brewery  and/or  companies that High Worth Brewery has an
          interest  in  are entitled to be granted a sublicense from Blue Ribbon
          Group  with  the  right  to produce and sell beer under the Pabst Blue
          Ribbon  label  in  the  Guangdong  Province of the PRC (an "Additional
          Facility") to a maximum production capacity of 300,000 tons per annum.

          In  the  event  that High Worth Brewery desires to obtain a sublicense
          for  an Additional Facility, Goldjinsheng has the right to purchase up
          to  a 40% interest in such Additional Facility. The purchase price for
          such  interest  shall  be  the actual cost of such Additional Facility
          multiplied  by  the  percentage  interest  that Goldjinsheng elects to
          purchase.


                                     F - 16
<PAGE>
                    ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
                    ---------------------------------------
                 (Registered in the People's Republic of China)


19.  COMMITMENTS  AND  CONTINGENCIES  -  continued

     (c)  A  proposed new marketing company (the "New Marketing Company"), owned
          8%  by  Blue  Ribbon  Group,  52%  by  High  Worth  Brewery and 40% by
          Goldjinsheng,  shall  be  formed  to  handle and organize the sales of
          Pabst  Blue  Ribbon beer produced by Zhaoqing Brewery and the Company.
          Zhaoqing  Brewery  and  the  Company  will  each  create  a  separate
          distribution  company  or  division  of  their  own.  The  respective
          distribution companies will appoint the New Marketing Company as their
          sole  and exclusive agent to market Pabst Blue Ribbon beer in the PRC.

     Another  agreement was made on May 10, 1995 among Goldjinsheng, Blue Ribbon
     Group  and  the  Company  to the effect that the Company agreed to pay Blue
     Ribbon Group management fees of RMB2,035,000 per annum for a period of five
     years  commencing  January  1,  1995  (see  note  15c).

     Contingencies  related  to concentration of risks are discussed in note 18.


                                     F - 17
<PAGE>
                                INDEX TO EXHIBITS

Exhibit
Number         Description  of Document
-------        ------------------------

2.1     (P)    Share Exchange  Agreement, dated November  1994,  with  Amendment
               among  the  Company,  Oriental  Win  and  Holdings.(1)

3(i).1  (P)    Articles  of  Incorporation  and  Amendments.(2)

3(i).2  (P)    Certificate  of  Amendment  of  Articles  of Incorporation.(3)

3(ii)   (P)    Bylaws.(2)

10.1    (P)    Joint  Venture  Agreement  dated  June  10, 1993 between Zhaoqing
               Brewery and Goldjinsheng regarding Noble Brewery with amendments,
               with  English  translation.(3)

10.2    (P)    Joint  Venture  Agreement  dated  May  6,  1994 between Guangdong
               Blue  Ribbon and Holdings, as supplemented by Supplementary Joint
               Venture  Agreement  dated  September  5,  1994  among  Holdings,
               Guangdong  Blue  Ribbon  and Star Quality Ltd. regarding Zhaoqing
               High  Worth,  with  English  translation.(3)

10.3    (P)    Assets  Transferring  Agreement  dated  September  6,  1994 among
               Guangdong  Blue  Ribbon,  Zhaoqing  Brewery  and  High  Worth  JV
               regarding  High  Worth  JV,  with  English  translation.(3)

10.4    (P)    Agreement  on  License  of  Transferring and Using the registered
               trademarks  of  Pabst  Blue Ribbon dated August 30, 1993, between
               Pabst  Zhaoqing  and  Pabst  US,  with  English  translation.(3)

10.5    (P)    Agreement  on  Quality  of  Pabst  Beer  dated  August  30,  1993
               between Pabst Zhaoqing and Pabst US, with English translation.(3)

10.6    (P)    Power  of  Attorney  between  Pabst  US and Pabst Zhaoqing, dated
               August  30,  1993.(3)

10.7    (P)    Sublicense  Agreement  on  Using  the  Registered  Trademarks  of
               Pabst  Blue  Ribbon dated October 12, 1993 between Pabst Zhaoqing
               and  Noble  Brewery,  with  English  translation.(3)

10.8    (P)    Sublicense  on  Using  the  Registered  Trademarks  of Pabst Blue
               Ribbon  dated  May  6, 1994 between Pabst Zhaoqing and High Worth
               JV,  with  English  translation.(3)

10.9    (P)    Transferring  Agreement  dated May 20, 1994 among Pabst Zhaoqing,
               Pabst  US and Guangdong Blue Ribbon, with English Translation.(3)


<PAGE>
                          INDEX TO EXHIBITS (CONTINUED)

Exhibit
Number         Description  of Document
--------       ------------------------

10.10   (P)    Deed  dated  December  5,  1994 between Oriental Win and Holdings
               regarding  the  Shareholder  Loan,  with  supplementary
               documentation.(3)

10.11          Long  Term  Purchase  Agreement  dated  April 1, 1995 between the
               Marketing  Company and Zhaoqing Brewery (English Translation).(4)

10.12          Long  Term  Purchase  Agreement  dated  July 11, 1995 between the
               Marketing  Company  and  Noble  Brewery (English Translation).(4)

10.13   (C)    1998  Stock  Option  Plan.(5)

10.14          Joint  Venture  Agreement  dated  January  13, 1998  between High
               Worth  JV  and  Zao  Yang  Brewery  regarding Zao Yang High Worth
               Brewery  (English  Translation).(5)

10.15          Joint  Venture  Agreement  dated  October  18, 1999 between March
               International  Group  Limited, Jilin Province Juetai City Brewery
               and  Jilin  Province  Chuang  Xiang  Zhi Yie Ltd. regarding Jilin
               Lianli  Brewery  (English  Translation).(6)

21             Subsidiaries  of  the  Company.(6)

23             Consent  of  Independent  Auditors.(6)

--------------------

(1)  Filed  as  an  Exhibit to the Company's Current Report on Form 8-K filed on
     December  30,  1994,  and  incorporated  herein  by  reference.

(2)  Filed as Exhibits to the Company's Registration Statement No. 33- 26617A on
     Form  S-18  dated  January  19, 1989, and incorporated herein by reference.

(3)  Filed  as  Exhibits  to  the  Company's  Annual Report on Form 10-K for the
     fiscal  year ended December 31, 1994, and incorporated herein by reference.

(4)  Filed  as  Exhibits  to  the  Company's  Annual Report on Form 10-K for the
     fiscal  year ended December 31, 1996, and incorporated herein by reference.

(5)  Filed  as  Exhibits  to  the  Company's  Annual Report on Form 10-K for the
     fiscal  year ended December 31, 1997, and incorporated herein by reference.

(6)  Filed  herein.


<PAGE>
(P)  Indicates  that  the  document was originally filed with the Securities and
     Exchange  Commission  in  paper form and that there have been no changes or
     amendments  to  the  document  which  would  require filing of the document
     electronically  with  this  Annual  Report  on  Form  10-K.

(C)  Indicates  compensatory  plan,  agreement  or  arrangement.


<PAGE>