UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-K



(Mark
One)

☒ ANNUAL
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.



FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2010



☐ 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 0-13181





|CAPITAL BEVERAGE CORPORATION                          
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)



|Delaware                                                       |  | 13-3878747                 
|-------------------------------------------------------------- |  | ---------------------------
|(State of Other Jurisdiction of incorporation or organization) |  | (I.R.S.) Employer I.D. No.)



8 The Green

Suite #7734

Dover, Delaware 19901

(Address of Principal Executive Offices)



Issuer’s
Telephone Number: (302) 659-7236



Securities
Registered Pursuant to Section 12(b) of the Exchange Act: NONE



Securities
Registered Pursuant to Section 12(g) of the Exchange Act:



COMMON
STOCK, $0.001 PAR VALUE

(Title
of Class)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 406 of the Securities Act. Yes ☐ NoR



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
NoR



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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. YesRNo
☐



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) YesRNo
☐



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) 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. ☒





Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer | ☐                                               | Accelerated filer         | ☐
|----------------------- | ----------------------------------------------- | ------------------------- | -
|Non-accelerated filer   | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☒
|                        | Emerging growth company                         | ☐                        



If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesRNo
☐



Issuer’s
revenues for its most recent fiscal year were $-0-.



As
of June 30, 2010, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate
market value of the voting and non-voting common stock held by non-affiliates of the registrant was approximately $113,761 based
on the closing price (last sale of the day) for the registrant’s common stock.



As
of April 13, 2018, there were 220,834,680 shares of common stock outstanding.



Documents
incorporated by reference: NO




















FORWARD-LOOKING
STATEMENTS: NO ASSURANCES INTENDED



In
addition to historical information, this Annual Report contains forward-looking statements, which are generally identifiable by
use of the words “believes,” “expects,” “intends,” “anticipates,” “plans
to,” “estimates,” “projects,” or similar expressions. These forward-looking statements represent
Management’s belief as to the future of Capital Beverage Corporation. Whether those beliefs become reality will depend on
many factors that are not under Management’s control. Many risks and uncertainties exist that could cause actual results
to differ materially from those reflected in these forward-looking statements. Factors that might cause such a difference include,
but are not limited to, those discussed in Section 1A of this Report, entitled “Risk Factors.” Readers are cautioned
not to place undue reliance on these forward-looking statements. We undertake no obligation to revise or publicly release the
results of any revision to these forward-looking statements.












PART
I



|ITEM
    1. | BUSINESS
|----------- | --------



General



Capital
Beverage Corporation (“Capital” and the “Company”) was incorporated under the laws of the State of Delaware
on December 5, 1995. The Company’s plan of operation for the next twelve months shall be to locate a suitable acquisition
or merger candidate. The Company is not currently engaged in any business activities that provide cash flow.



In
January 1996, the Company acquired from Consolidated Beverage Corporation, the right to become the exclusive distributor (“Pabst
Distribution Rights”) for certain beer and malt liquor products (“Pabst Products”) manufactured by Pabst Brewing
Company (“Pabst”). The consideration paid by the Company for the Pabst Distribution Rights was One Million Six Hundred
Thousand Dollars ($1,600,000), payable Eight Hundred Thousand Dollars ($800,000) in cash and the balance by delivery of a series
of 120 promissory notes, each in the amount of Ten Thousand Dollars ($10,000) (collectively, the “Consolidated Notes”).
The Consolidated Notes bear interest at 9% per annum, which interest was included in the monthly $10,000 payments.



On
April 30, 1999 Miller Brewing Company acquired certain brands of alcoholic beverage from the Pabst Brewing Company resulting in
a new distribution agreement for certain brands held by Capital Beverage. The brands of Olde English and Hamm’s are the two brands
which Capital Beverage now contracts to purchase from the Miller Brewing Company on an exclusive basis.



On
December 31, 2001 Capital sold its Miller products at the request of the Miller Brewing Company in compliance with their national
consolidation plan. Phoenix Beverage paid Capital Beverage Two Million Six Hundred Fifty Thousand Dollars $2,650,000 for that
acquisition.



On
July 18, 1998 and July 30, 1998 Capital Beverage signed two distributor agreements with Pittsburgh Brewing Company (“Pittsburgh”)
to distribute on an exclusive basis in the entire state of New York, the following brands:



Brigade,
Brigade Light, Brigade Ice, Brigade N/A, Prime

Time
Lager, Prime Time Malt Liquor, Iron City, Iron City

Light,
Light Twist Acapulco Lime, Iron City Twist, Rio

Cherry,
Old German, Augustiner, Evil Eye Ale, Evil Eye

Black
Jack, Evil Eye Amber Lager, Evil Eye Honey Brown



On
June 29, 2001, pursuant to the Purchase Agreement, the Company purchased all of the assets of Prospect’s business which
related to Prospect’s business of distributing beverages, including among other things, beer distribution rights, properties,
rights, leases, interests, goods and customer lists of Prospect. The purchase price of the assets consisted of the assumption
by the Company of certain liabilities of Prospect and the issuance of an aggregate of five hundred thousand (500,000) shares of
the common stock of the Company to the shareholders of Prospect. Inclusive with the acquisition came the following national brands:
Colt 45, Old Milwaukee, Schaefer, Schlitz, Champale, Schmidts, Stroh, Piels, McSorleys and also an extensive list of various imports.



As
of September 15, 2005, the Company, entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with
Oak Beverages, Inc., a New York corporation (“Oak”), pursuant to which the Company agreed to sell, and Oak agreed
to purchase (the “Asset Sale”), the Company’s exclusive distribution rights for the Pabst brands, Pittsburgh
brands and Ballantine brands (the “Assets”). The Asset Purchase Agreement contained customary representations and
warranties, conditions to closing (including shareholder and brewer approval and the distribution by the Company of an Information
Statement on Schedule 14C (the “Information Statement”) to its stockholders), and termination and indemnification
provisions.



Immediately following the execution of the Agreement, certain stockholders (the “Approving Stockholders”)
of the Company holding an aggregate of 1,900,000 shares of the Company’s common stock, representing 50.1% of the shares
outstanding, signed a written consent of stockholders approving the Asset Purchase Agreement and the exhibits and schedules thereto
as well as the transactions contemplated thereby. The Approving Stockholders were Carmine N. Stella, the Company’s President,
Chief Executive Officer and Chairman of the Board, Anthony Stella, the Company’s then Vice President of Sales and Marketing
(and the brother of Carmine Stella), Michael Matrisciani, a director of the Company, Daniel Matrisciani, the Company’s then
Vice President of Operations and a director, Alex Matrisciani and Monty Matrisciani (each of whom are the brothers of Michael
and Daniel Matrisciani).





1







The
Company and Oak also entered into a Sub-Distribution Agreement dated as of September 15, 2005 (the “Sub-Distribution Agreement”),
pursuant to which Oak became a Company sub-distributor of certain Pabst beers and malt beverages (the “Products”). The
Sub-Distribution Agreement became effective when the Company filed an Information Statement on Schedule 14C with the Securities
and Exchange Commission. Under the terms of the Sub-Distribution Agreement, Oak had the right to distribute the Products to customers
located in Brooklyn, Queens, Staten Island, Manhattan and the Bronx (the “Territory”), and in exchange for such rights,
Oak was required to pay Pabst directly for its Product purchases and, during the first 45 days following the effective date of
the Agreement (the “45- Day Period”), Oak was required to pay to Capital the following amounts for Products received
by Oak: (x) $.50 for each case of Products and (y) $2.00 for each barrel of Products. The purchase price paid by Oak to Capital
in connection with the closing of the transactions contemplated by the Asset Purchase Agreement was reduced by an amount equal
to the sum of: (i) $.25 for each case of Products purchased by Oak and sold by Oak to customers in the Territory, plus (ii) $.50
for each case of Products purchased by Oak but not sold to such customers, plus (iii) $1.00 for each barrel of Products purchased
by Oak and sold by Oak to customers in the Territory, plus (iv) $2.00 for each barrel of Products purchased by Oak but not sold
to such customers, all determined during the 45-Day Period.



Prior
to the closing of the transaction, the Asset Purchase Agreement and sale of Assets to Oak were approved unanimously by the Company’s
Board of Directors and the terms of the transaction were submitted for stockholder approval. As permitted by Delaware law and
the Company’s Certificate of Incorporation, the Company received a written consent from the majority Approving Stockholders
of the Company approving the Asset Purchase Agreement and the related Asset Sale. An Information Statement was furnished for the
purposes of informing stockholders, in the manner required under the Securities Exchange Act of 1934, as amended, of the Asset
Sale before it was consummated.



As
of December 16, 2005, the Company closed the sale of the Assets to Oak, pursuant to the terms and conditions of the Asset Purchase
Agreement. The purchase price paid by Oak for the Assets was Nine Million Three Hundred Thousand Dollars ($9,300,000.00), of which
One Million Five Hundred Thousand Dollars ($1,500,000.00), was deposited with an escrow agent, pursuant to the terms of an escrow
agreement, dated December 16, 2005 (the “Escrow Agreement”), for at least 18 months for post closing indemnification
claims which may be asserted by Oak (the “Escrow”). A substantial amount of the proceeds from the transaction were
used by the Company to repay outstanding indebtedness and for working capital purposes.



As
of April 13, 2018, the Company does not have any ongoing operations and is not currently engaged in any business activities
that provide cash flow. The Company, as defined in Rule 12b-2 under the Exchange Act, is a “shell company,” defined
as a company with no or nominal assets (other than cash) and no or nominal operations. The Company will continue to incur claims,
liabilities and expenses.



Strategy



The
Company’s plan of operation for the next twelve months shall be to locate a suitable acquisition or merger candidate. The
Company is not currently engaged in any business activities that provide cash flow.



Structure
of the Company



The
Company does not have any ongoing operations for the payment of its liabilities. As of the date hereof, the Company, as defined
in Rule 12b-2 under the Exchange Act, is a “shell company,” defined as a company with no or nominal assets (other
than cash) and no or nominal operations.



We
will continue to incur claims, liabilities and expenses, which will reduce the realizable value of our remaining assets and the
amount potentially available for distribution to stockholders. Claims, liabilities and expenses from operations (such as salaries,
directors’ and officers’ insurance, payroll and taxes, legal, accounting and consulting fees and miscellaneous office
expenses) will continue to be incurred subsequent to the Asset Sale. These expenses will have to be satisfied from our remaining
assets and, therefore, will reduce the net realizable value of those assets.



The
Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those
requirements. We have an obligation to continue to comply with the applicable reporting requirements of the Securities
Exchange Act of 1934, as amended, even though compliance with such reporting requirements is economically
burdensome.



Employees



As
of December 31, 2010, the only remaining employee was Carmine Stella, the Company’s Chief Executive Officer.





2







|ITEM
    1A. | RISK FACTORS
|------------ | ------------



As
a smaller reporting company, we are not required to provide risk factors. However, the following important factors should be carefully
considered in evaluating the Company and its business because such factors currently have a significant impact on the Company’s
business, prospects, financial condition and results of operations.



RISKS
RELATED TO OUR BUSINESS



Our
Business Is Difficult To Evaluate Because We Have No Ongoing Operations and Minimal Assets. As the Company currently has no
ongoing operations and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate
a business combination. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses
without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a
net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity.
We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.



We
Will Continue To Incur Claims, Liabilities And Expenses. We will continue to incur claims, liabilities and expenses, which
will reduce the realizable value of our remaining assets and the amount potentially available for distribution to stockholders.
Claims, liabilities and expenses from operations (such as salaries, directors’ and officers’ insurance, payroll and taxes, legal,
accounting and consulting fees and miscellaneous office expenses) will continue to be incurred. These expenses will have to be
satisfied from our remaining assets and, therefore, will reduce the net realizable value of those assets.



Our
Business Will Have No Revenues Unless And Until We Merge With Or Acquire An Operating Business. As of the date hereof, the
Company, as defined in Rule 12b-2 under the Exchange Act, is a “shell company,” defined as a company with no or nominal
assets (other than cash) and no or nominal operations. We currently have no revenues from operations. We may not realize any revenues
unless and until we successfully merge with or acquire an operating business.



Future
Success Is Highly Dependent On The Ability Of Management To Locate And Attract A Suitable Acquisition. The nature of our operations
is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend
to a great extent on the operations, financial condition and management of the identified business opportunity. While management
intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will
be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our
operations may be dependent upon management of the successor firm or venture partner firm, and numerous other factors beyond our
control.



The
Company Has No Existing Agreement For A Business Combination Or Other Transaction. We have no agreement with respect to engaging
in a merger or joint venture with, or acquisition of, a private or public entity. No assurances can be given that we will successfully
identify and evaluate suitable business opportunities or that we will conclude a business combination. We cannot guarantee we
will be able to negotiate a business combination on favorable terms.



Our
Financial Statements Include A Going Concern Opinion From Our Independent Auditors.The Company received a going concern opinion
on its financial statements. Our auditors have stated that due to our lack of profitability and our negative working capital,
there is “substantial doubt” about our ability to continue as a going concern. The going concern opinion from our auditors
may limit our ability to access certain types of financing, or may prevent us from obtaining financing on acceptable terms.



Loss
Of Key Personnel Could Adversely Affect Our Business. Our future success depends to a significant degree on the skills, experience
and efforts of Carmine Stella, our President and Chief Executive Officer. The loss of the services of Mr. Stella could have a
material adverse effect on our business, results of operations and financial condition.



We
May Not Be Able To Comply In A Timely Manner With All Of The Recently Enacted Or Proposed Corporate Governance
Provisions. Beginning with the enactment of the Sarbanes-Oxley Act of 2002 in July 2002, a significant number of new
corporate governance requirements have been adopted or proposed. We believe that we currently comply with all of the
requirements that have become effective thus far, and with many of the requirements that will become effective in the future.
Although we currently expect to comply with all current and future requirements, we may not be successful in complying with
these requirements at all times in the future. In addition, certain of these requirements will require us to make changes to
our corporate governance practices. For example, one recent Nasdaq rule approved by the Commission requires that a majority
of our Board of Directors be composed of independent directors by our 2006 Annual Meeting of Stockholders. Currently, two (2)
of the members of our Board of Directors are considered to be independent. We may not be able to attract a sufficient number
of directors in the future to satisfy this requirement. Additionally, the Commission recently passed a final rule that
requires companies to disclose whether a member of their Audit Committee satisfies certain criteria as a “financial
expert.” We currently do not have an Audit Committee member that satisfies this requirement and, we may not be able to
satisfy this, or other, corporate governance requirements at all times in the future, and our failure to do so could cause
the Commission or Nasdaq to take disciplinary actions against us, including an action to delist our stock from the OTC
Bulletin Board or any other exchange or electronic trading system where our shares of common stock trade.





3







RISKS
RELATED TO OUR COMMON STOCK



Future
Sales By Existing Security Holders Could Depress The Market Price Of Our Common Stock. If our existing stockholders sell a
large number of shares of our Common Stock, the market price of the Common Stock could decline significantly. Further, even the
perception in the public market that our existing stockholders might sell shares of Common Stock could depress the market price
of the Common Stock.



There
Are Risks Associated With Our Stock Trading On www.OTCMarkets.com Rather Than A National Exchange.There are significant
consequences associated with our stock trading on the NASD OTC Bulletin Board rather than a national exchange. The effects of
not being able to list our securities on a national exchange include:



| | ● | Limited
release of the market prices of our securities;                                             
| | - | ----------------------------------------------------------------------------------------------------
| |   |                                                                                                     
| | ● | Limited
news coverage of us;                                                                        
| |   |                                                                                                     
| | ● | Limited
interest by investors in our securities;                                                    
| |   |                                                                                                     
| | ● | Volatility
of our stock price due to low trading volume;                                            
| |   |                                                                                                     
| | ● | Increased
difficulty in selling our securities in certain states due to “blue sky” restrictions; and
| |   |                                                                                                     
| | ● | Limited
ability to issue additional securities or to secure additional financing.                   



There
is No Assurance That An Active Public Trading Market Will Develop.There has been an extremely limited public trading market
for the Company’s Common Stock. There can be no assurances that a public trading market for the Common Stock will develop or that
a public trading market, if developed, will be sustained. If for any reason a public trading market does not develop, purchasers
of the shares of Common Stock may have difficulty in selling their securities should they desire to do so.



“Penny
Stock” Regulations May Impose Certain Restrictions On The Marketability of Our Securities. The Securities and Exchange
Commission (the “Commission”) has adopted regulations which generally define “penny stock” to be any equity
security that has a market price (as defined) less than $5.00 per share, subject to certain exceptions. Our Common Stock is presently
subject to these regulations which impose additional sales practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer
must make a special suitability determination for the purchase of such securities and have received the purchaser’s written consent
to the transaction prior to the purchase. Additionally, for any transaction involving a “penny stock”, unless exempt,
the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Commission relating to
the “penny stock” market. The broker-dealer must also disclose the commission payable to both the broker-dealer and
the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer
must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing
recent price information for the “penny stock” held in the account and information on the limited market in “penny
stocks”. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our securities
and may negatively affect the ability of purchasers of our shares of Common Stock to sell such securities.



|ITEM
    1B. | UNRESOLVED STAFF COMMENTS
|------------ | -------------------------



Not
Applicable.



|ITEM 2. | DESCRIPTION OF PROPERTY
|------- | -----------------------



Currently,
the Company neither rents nor owns any properties.



|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------



In
January 2009, the Company settled a claim made by the Pabst Brewing Company (Pabst Claim) for $27,869.50 which represents one
half of the Pabst Claim. At January 30, 2009 the total amount held in escrow was $55,875.50 including accrued interest of $136.50.
On January 30, 2009, the escrow agent issued the Company a check for $22,006 which represents the balance remaining in escrow
after payment of the Pabst Claim settlement and $6,000 in fees owed to the escrow agent.



In
March 2009, a plaintiff that originally commenced an action against the Company in September 2003 filed a Request for Judicial
Intervention. Thereafter, a preliminary conference was held on May 4, 2009. During the conference, the Court heard argument regarding
whether this case should be dismissed because of failure by the Plaintiff to prosecute the action. The Court denied that request
and directed that discovery proceed. The plaintiff was deposed on October 22, 2009. On December 4, 2009, Plaintiff served a Note
of Issue to place this action on the trial calendar. Thereafter, on February 2, 2010, the Company filed a motion for Summary Judgment.
That Motion has now been fully briefed and argued before the Judge on Friday April 9, 2010. In July 2010, the judge granted the
Company a summary judgment dismissing the plaintiff’s complaint.



In
July 2010, the judge granted the Company a summary judgment dismissing the plaintiff’s complaint which was initially filed
in September 2003.



|ITEM 4. | MINE SAFETY DISCLOSURES
|------- | -----------------------



Not
Applicable.





4







PART
II



|ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
|------- | ---------------------------------------------------------------------



The
Company’s Common Stock commenced trading on The Nasdaq SmallCap Market on the effectiveness of the Company’s Initial Public Offering
on July 17, 1997 under the symbol “CBEV”. The Common Stock is regularly quoted and traded on the OTC Bulletin Board.
The Company’s securities were delisted by The NASDAQ Stock Market on June 19, 2001.



The
following table indicates the high and low closing prices for the Company’s, Common Stock for the period from January 1 2009 to
December 31, 2010 based upon information supplied by the OTC Bulletin Board. Prices represent quotations between dealers without
adjustments for retail markups, markdowns or commissions, and may not represent actual transactions.





|2009 Fiscal Year |  | Quoted Price |     
|---------------- |  | ------------ | ----
|                 |  | High         |     
|First Quarter    |  |              | 0.07
|Second Quarter   |  |              | 0.08
|Third Quarter    |  |              | 0.07
|Fourth Quarter   |  |              | 0.07



|2010 Fiscal Year        |  | Quoted Price |     
|----------------------- |  | ------------ | ----
|                        |  | High         |     
|First Quarter           |  |              | 0.06
|Second Quarter          |  |              | 0.06
|Third Quarter           |  |              | 0.03
|Fourth Quarter          |  |              | 0.04
|                        |  |              |     
|Through  April 13, 2018 |  |              | 0.07



On
April 13, 2018, the closing price of the Common Stock as reported on the OTC Bulletin Board was $0.03. As of April 13, 2018, there were 169 holders of record of Common Stock.



Recent
Sales of Unregistered Securities



We
did not sell any unregistered securities during the fourth quarter of the fiscal year covered in this report.



Dividends



We
have not paid any cash dividends on our Common Stock to date and do not anticipate declaring or paying any cash dividends in the
foreseeable future. In addition, future-financing arrangements, if any, may preclude or otherwise restrict the payment of dividends.



Repurchases
by the Company



During
the fourth quarter of 2009, we did not repurchase any shares of our Common Stock on our behalf or for any affiliated purchase.





5







|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------



Not
applicable



|ITEM
    7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS
|----------- | --------------------------------------------------------------------------------------



The
following discussion and analysis provides information which management believes is relevant to an assessment and understanding
of the Company’s results of operations and financial operations and financial conditions. This discussion should be read
in conjunction with the financial statements and notes thereto appearing elsewhere herein.



The
Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those
requirements. We have an obligation to continue to comply with the applicable reporting requirements of the Securities Exchange
Act of 1934, as amended, even though compliance with such reporting requirements is economically burdensome.



Results
of Operations - Comparison of the Years Ended December 31, 2010 and 2009



The
Company had no revenue from operations for the years ended December 31, 2010 and 2009.



General
and administrative expenses for the years ended December 31, 2010 and 2009 was $248,376 and $333,172 respectively, which consisted
mostly of legal fees, accounting and auditing fees and the salary and expenses to our only remaining employee. The decrease was
primarily due to limited operations in 2010.



Other
income for the years ended December 31, 2010 and 2009 was $73,353 and $0, respectively. Other income in 2010 consisted of forgiveness
of aged payables.



Liquidity
and Capital Resources



The
following table summarizes our cash flows for each of the periods presented:





|                                          |  | Year Ended   |       
|----------------------------------------- |  | ------------ | ------
|                                          |  | December 31, |       
|                                          |  | 2010         |       
|Net cash used in operating activities     |  | $            | (4,295
|Net cash provided by financing activities |  |              | 4,155 
|Net decrease in cash                      |  | $            | (140  



During
the year ended December 31, 2017, operating activities used $4,295 of cash, primarily resulting from our net loss of $175,023
as well as non-cash gains of $73,353, partially offset by an increase in accounts payable and accrued expenses of $244,081.



During
the year ended December 31, 2016, operating activities used $75,633 of cash, primarily resulting from our net loss of $333,172,
partially offset by an increase in accounts payable and accrued expenses of $255,220.



Financing
activities provided cash of $4,155 and $11,700 during the years ended December 31, 2017 and 2016, respectively, due to proceeds
from officer loans.



Critical
Accounting Policies and Estimates



Our
significant accounting policies are fully described in Note 2 to our financial statements for the fiscal year ended December 31,
2010 contained herein.



Off-Balance
Sheet Arrangements



We
do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition or results of operations.



|ITEM
    7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
|------------ | -----------------------------------------------------------



Not
Applicable.





6







|ITEM 8. | FINANCIAL STATEMENTS
|------- | --------------------



Index
to the Financial Statements



|Page       |  |                                                                                                        
|---------- |  | -------------------------------------------------------------------------------------------------------
|           |  |                                                                                                        
|F-1        |  | Unaudited Balance Sheets as of December 31, 2010 and 2009.                                             
|           |  |                                                                                                        
|F-2        |  | Unaudited Statements of Operations for the Years Ended December 31, 2010 and 2009.                     
|           |  |                                                                                                        
|F-3        |  | Unaudited Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2010 and 2009.
|           |  |                                                                                                        
|F-4        |  | Unaudited Statements of Cash Flows for the Years Ended December 31, 2010 and 2009.                     
|           |  |                                                                                                        
|F-5 to F-8 |  | Notes to Unaudited Financial Statements.                                                               





7







CAPITAL
BEVERAGE CORPORATION

UNAUDITED
BALANCE SHEETS





|                                                                                                                                       |  | December 31, |           
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ----------
|                                                                                                                                       |  | 2010         |           
|Assets                                                                                                                                 |  |              |           
|Current assets:                                                                                                                        |  |              |           
|Cash                                                                                                                                   |  | $            | 129       
|Total assets                                                                                                                           |  |              | 129       
|                                                                                                                                       |  |              |           
|Liabilities and Stockholders’ Deficit                                                                                                  |  |              |           
|Current liabilities:                                                                                                                   |  |              |           
|Accounts payable and accrued expenses                                                                                                  |  | $            | 1,518,765 
|Officer loans                                                                                                                          |  |              | 15,855    
|Total liabilities                                                                                                                      |  |              | 1,534,620 
|                                                                                                                                       |  |              |           
|Stockholders’ deficit:                                                                                                                 |  |              |           
|Preferred stock, $0.01 par value; 1,000,000 shares authorized, no shares issued and outstanding                                        |  |              | -         
|Common stock, $0.001 par value; 20,000,000 shares authorized, 3,792,045 shares issued and outstanding as of December 31, 2010 and 2009 |  |              | 3,793     
|Additional paid-in capital                                                                                                             |  |              | 6,011,249 
|Accumulated deficit                                                                                                                    |  |              | (7,549,533
|Total stockholders’ deficit                                                                                                            |  |              | (1,534,491
|Total liabilities and stockholders’ deficit                                                                                            |  | $            | 129       



See
notes to the financial statements.





F-1







CAPITAL
BEVERAGE CORPORATION

UNAUDITED
STATEMENTS OF OPERATIONS





|                                                                         |  | Year Ended   |          
|------------------------------------------------------------------------ |  | ------------ | ---------
|                                                                         |  | December 31, |          
|                                                                         |  | 2010         |          
|Revenue                                                                  |  | $            | -        
|                                                                         |  |              |          
|Operating expenses:                                                      |  |              |          
|General and administrative                                               |  |              | 248,376  
|Total operating expenses                                                 |  |              | 248,376  
|                                                                         |  |              |          
|Other income:                                                            |  |              |          
|Forgiveness of debt                                                      |  |              | 73,353   
|Total other income                                                       |  |              | 73,353   
|Net loss                                                                 |  | $            | (175,023 
|                                                                         |  |              |          
|Net loss per share attributable to common shareholders—basic and diluted |  | $            | (0.05    
|                                                                         |  |              |          
|Weighted average common shares outstanding—basic and diluted             |  |              | 3,792,045



See
notes to the financial statements.





F-2







CAPITAL
BEVERAGE CORPORATION

UNAUDITED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT





|                              |  |              |           |  | Additional |   |       |             |  |   | Total         | 
|----------------------------- |  | ------------ | --------- |  | ---------- | - | ----- | ----------- |  | - | ------------- | 
|                              |  | Common Stock |           |  | Paid-In    |   |       | Accumulated |  |   | Shareholders’ | 
|                              |  | Shares       |           |  | Amount     |   |       | Capital     |  |   | Deficit       | 
|                              |  |              |           |  |            |   |       |             |  |   |               | 
|Balances at December 31, 2008 |  |              | 3,792,045 |  |            | $ | 3,793 |             |  | $ | 6,011,249     | 
|Net loss                      |  |              | -         |  |            |   | -     |             |  |   | -             | 
|Balances at December 31, 2019 |  |              | 3,792,045 |  |            |   | 3,793 |             |  |   | 6,011,249     | 
|Net loss                      |  |              | -         |  |            |   | -     |             |  |   | -             | 
|Balances at December 31, 2010 |  |              | 3,792,045 |  |            | $ | 3,793 |             |  | $ | 6,011,249     | 



See
notes to the financial statements.





F-3







CAPITAL
BEVERAGE CORPORATION

UNAUDITED
STATEMENTS OF CASH FLOWS



|                                                                            |  | Year Ended   |         
|--------------------------------------------------------------------------- |  | ------------ | --------
|                                                                            |  | December 31, |         
|                                                                            |  | 2010         |         
|Cash flows from operating activities:                                       |  |              |         
|Net loss                                                                    |  | $            | (175,023
|Adjustments to reconcile net loss to net cash used in operating activities: |  |              |         
|Forgiveness of debt                                                         |  |              | (73,353 
|Changes in operating assets and liabilities:                                |  |              |         
|Other receivable                                                            |  |              | -       
|Accounts payable and accrued expenses                                       |  |              | 244,081 
|Net cash used in operating activities                                       |  |              | (4,295  
|Cash flows from financing activities:                                       |  |              |         
|Proceeds from officer loans                                                 |  |              | 4,155   
|Net cash provided by financing activities                                   |  |              | 4,155   
|Net decrease in cash                                                        |  |              | (140    
|Cash at beginning of year                                                   |  |              | 269     
|Cash at end of year                                                         |  | $            | 129     
|                                                                            |  |              |         
|Supplemental information:                                                   |  |              |         
|Cash paid for income taxes                                                  |  | $            | -       
|Cash paid for interest                                                      |  | $            | -       





F-4







CAPITAL
BEVERAGE CORPORATION

NOTES
TO UNAUDITED FINANCIAL STATEMENTS



NOTE
1 – ORGANIZATION AND BASIS OF PRESENTATION



Capital
Beverage Corporation was incorporated under the laws of the State of Delaware on December 5, 1995.



The
Company does not have any ongoing operations and is not currently engaged in any business activities that provide cash flow. As
of the date hereof, the Company, as defined in Rule 12b-2 under the Exchange Act, is a “shell company,” defined as
a company with no or nominal assets (other than cash) and no or nominal operations. The Company will continue to incur claims,
liabilities and expenses.



The
Company’s plan of operation for the next twelve months shall be to locate a suitable acquisition or merger candidate. The
Company is not currently engaged in any business activities that provide cash flow.



NOTE
2  – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis
of Presentation



The
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United
States (“U.S. GAAP”).



Use
of Estimates



The
preparation of the Company’s financial statements in conformity with U.S. GAAP requires management to make estimates, judgments
and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of expenses during the reporting period. Estimates are periodically
reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which
they become known. Actual results could differ from the Company’s estimates.



Fair
Value Measurements



Certain
assets of the Company are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received
for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability
in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value
must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried
at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the
first two are considered observable and the last is considered unobservable:



| | ● | Level
                                         1—Quoted prices in active markets for identical assets or liabilities.
| | - | ---------------------------------------------------------------------------------------------------------------------



| | ● | Level
                                         2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in
                                         active markets for similar assets or liabilities, quoted prices in markets that are not
                                         active for identical or similar assets or liabilities, or other inputs that are observable
                                         or can be corroborated by observable market data.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Level
                                         3—Unobservable inputs that are supported by little or no market activity that are
                                         significant to determining the fair value of the assets or liabilities, including pricing
                                         models, discounted cash flow methodologies and similar techniques.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
Company does not have any assets or liabilities that are measured at fair value determined according to the fair value hierarchy
described above. The carrying values of the Company’s accounts payable and accrued expenses approximate their fair value
due to the short-term nature of these liabilities.



Comprehensive
Income (Loss)



Comprehensive
income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and
circumstances from nonowner sources, including unrealized gains and losses on marketable securities held as available for sale.
For years ended December 31, 2010 and 2009, there was no difference between net loss and comprehensive loss.





F-5







CAPITAL
BEVERAGE CORPORATION

NOTES
TO NOTES TO UNAUDITED FINANCIAL STATEMENTS



Income
Taxes



The
Company follows the liability method of accounting for income taxes, as set forth in ASC 740, Accounting for Income Taxes
(“ASC 740”). ASC 740 provides for the recognition of deferred tax liabilities and assets for the expected future tax
consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The Company follows
the provisions of the accounting guidance on accounting for income taxes which requires recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.
Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement
and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to
reverse. A valuation allowance is provided to reduce the deferred tax asset to a level which, more likely than not, will be realized.



ASC
740-10, Accounting for Uncertainty in Income Taxes (“ASC 740-10”), provides detailed guidance for financial
statement recognition, measurement, and disclosure of uncertain tax positions recognized in an enterprise’s financial statements.
In accordance with ASC 740-10, income tax positions must meet a more likely than not recognition threshold at the effective date
to be recognized upon the adoption of the standard and in subsequent periods. The Company recognizes potential accrued interest
and penalties related to unrecognized tax benefits within operations as income tax expense over the next twelve months. The Company
has no liabilities recorded as of September 30, 2017 under ASC 740-10.



Net
Income (Loss) per Share



The
Company follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the
definition of participating securities. The two-class method determines net income (loss) per share for each class of common and
participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The
two-class method requires income available to common stockholders for the period to be allocated between common and participating
securities based upon their respective rights to receive dividends as if all income for the period had been distributed.



Basic
net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to
common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss)
attributable to common stockholders is computed by adjusting net income (loss) attributable to common stockholders to reallocate
undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable
to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted
average number of shares of common stock outstanding for the period, including potential dilutive common shares. During the nine
months ended September 30, 2017, the Company did not have any securities that are considered potential dilutive common shares.



Recently
Issued Accounting Pronouncements



In
August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts
and Cash Payments (“ASU 2016-15”). The amendments of ASU 2016-15 were issued to address eight specific cash flow
issues for which stakeholders have indicated to the FASB that a diversity in practice existed in how entities were presenting
and classifying these items in the statement of cash flows. The issues addressed by ASU 2016-15 include but are not limited to
the classification of debt prepayment and debt extinguishment costs, payments made for contingent consideration for a business
combination, proceeds from the settlement of insurance proceeds, distributions received from equity method investees and separately
identifiable cash flows and the application of the predominance principle. The amendments of ASU 2016-15 are effective for public
entities for fiscal years beginning after December 15, 2017 and interim periods in those fiscal years. Early adoption is permitted.
The adoption of ASU 2016-15 is required to be applied retrospectively. The Company is currently evaluating the impact that the
adoption of ASU 2016-15 will have on its financial statements.



In
November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”).
ASU 2015-17 requires deferred tax liabilities and assets to be classified as non-current in the balance sheet. ASU 2015-17 is
required to be adopted for annual periods beginning after December 15, 2016, including interim periods within those fiscal years.
The amendment may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods
presented. The Company is currently evaluating the impact that the adoption of ASU 2015-17 will have on its financial statements.





F-6







CAPITAL
BEVERAGE CORPORATION

NOTES
TO UNAUDITED FINANCIAL STATEMENTS



NOTE
3 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES



The
following is a summary of accounts payable and accrued expenses:



|                                            |  | December 31, |          
|------------------------------------------- |  | ------------ | ---------
|                                            |  | 2010         |          
|Accrued payroll to former executives        |  | $            | 479,336  
|Due to CEO                                  |  |              | 908,444  
|Legal and accounting fees                   |  |              | 130,985  
|Other                                       |  |              | -        
|Total accounts payable and accrued expenses |  | $            | 1,518,765



NOTE
4 – RELATED PARTY TRANSACTIONS



During
the years ended December 31, 2010 and 2009, an officer of the Company advanced monies to the Company in order to cover various
operating expenses. The amount due to the officer at December 31, 2010 and 2009 is $15,855 and $11,700, respectively. This loan
is non-interest bearing and is payable on demand.



NOTE
5 – LITIGATION



In
January 2009, the Company settled a claim made by the Pabst Brewing Company (Pabst Claim) for $27,869.50 which represents one
half of the Pabst Claim. At January 30, 2009 the total amount held in escrow was $55,875.50 including accrued interest of $136.50.
On January 30, 2009, the escrow agent issued the Company a check for $22,006 which represents the balance remaining in escrow
after payment of the Pabst Claim settlement and $6,000 in fees owed to the escrow agent.



In
March 2009, a plaintiff that originally commenced an action against the Company in September 2003 filed a Request for Judicial
Intervention. Thereafter, a preliminary conference was held on May 4, 2009. During the conference, the Court heard argument regarding
whether this case should be dismissed because of failure by the Plaintiff to prosecute the action. The Court denied that request
and directed that discovery proceed. The plaintiff was deposed on October 22, 2009. On December 4, 2009, Plaintiff served a Note
of Issue to place this action on the trial calendar. Thereafter, on February 2, 2010, the Company filed a motion for Summary Judgment.
That Motion has now been fully briefed and argued before the Judge on Friday April 9, 2010. In July 2010, the judge granted the
Company a summary judgment dismissing the plaintiff’s complaint.



In
July 2010, the judge granted the Company a summary judgment dismissing the plaintiff’s complaint which was initially filed
in September 2003.





F-7







CAPITAL
BEVERAGE CORPORATION

NOTES
TO UNAUDITED FINANCIAL STATEMENTS



NOTE
6 – INCOME TAXES



At
December 31, 2010 the Company had a net operating loss carryover of $2,253,000 available as offsets against future taxable income,
if any, which expire at various dates through 2030. The Company has a deferred tax asset of $901,200 arising from net operating
loss deductions and an alternative minimum tax credit and has recorded a valuation allowance for the full amount of such deferred
tax asset.



The
following is a reconciliation between the expected income tax expense (benefit), assuming a statutory Federal tax rate of 35%,
and the actual income tax expense (benefit):



|                                                   |  | Year Ended   |        
|-------------------------------------------------- |  | ------------ | -------
|                                                   |  | December 31, |        
|                                                   |  | 2010         |        
|Expected income tax (benefit)                      |  | $            | (61,250
|State tax expense (benefit), net of Federal effect |  |              | (8,750 
|Utilization of net operating loss carryforward     |  |              | -      
|Increase in valuation allowance                    |  |              | 70,000 
|                                                   |  | $            | -      



The
following is a schedule of the Company’s net deferred tax assets as of:





|                                |  | December 31, |         
|------------------------------- |  | ------------ | --------
|                                |  | 2010         |         
|Net operating loss carryforward |  | $            | 901,200 
|Valuation allowance             |  |              | (901,200
|Net deferred tax assets         |  | $            | -       



NOTE
7 – SUBSEQUENT EVENTS





On December 13, 2011,
the Board approved a 20-to-1 reverse stock split of the Company’s issued and outstanding common shares. The reverse split
has Board and stockholder approval, however as not been filed with the state as of April 13, 2018.



During December 2011,
the Company converted outstanding accounts payable and accrued expense balances into common shares at a conversion price of $0.20
per share. The Company issued 7,042,635 common shares in exchange for $1,410,531. An additional $74,090 of amounts due to the CEO
were contributed to additional paid-in-capital as forgiveness of officer debt.



In December 2011, the
Company entered into a share exchange agreement with Paramount Consulting (“Paramount”) whereby the Company agreed
to issue 100 preferred shares and 9,000,000 common shares to the majority shareholder of Paramount. The preferred shares were converted into 201,000,000 shares of common stock and a total of 210,000,000 common
shares were issued in June 2014 to Benjamin Cohen.



In April 2012, the
Board changed its name to Clean & Green Holdings, Inc. and in April 2018, the name was changed to Capital Beverage Corporation.



As of April 13, 2018,
the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 1,000,000 shares of
preferred stock and 250,000,000 shares of common stock.



As of April 13, 2018, there were no preferred shares issued and outstanding and 220,834,680 common shares
issued and outstanding.





F-8







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



None



|ITEM
    9A. | CONTROLS
    AND PROCEDURES
|------------ | ---------------------------



Evaluation
of Disclosure Controls and Procedures.



Under
the supervision and with the participation of our senior management, including our chief executive and financial officer, Carmine
N. Stella, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures,
as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
as of the end of the period covered by this annual report (the “Evaluation Date”). The disclosure controls and procedures
are intended to insure that the information relating to us are required to be disclosed in our Securities and Exchange Commission
(“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules
and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial
officer, as appropriate to allow timely decisions regarding required disclosure.



Our
internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the
United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated
Framework.



Based
upon our assessment and the COSO criteria, management concluded that our internal control over financial reporting was not
effective as of December 31, 2010 due to a material weakness. A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.



More
specifically, the material weakness relates to a lack of sufficient personnel with appropriate knowledge, experience and training
in U.S. GAAP resulting in a lack of sufficient analysis and documentation of the application of U.S. GAAP to transactions, including
but not limited to accounting by producers and distributors of films.



Due
to our small size and limited financial resources, our part-time outside accountant has been the only individual involved in our
accounting and financial reporting. As a result, there has been no segregation of duties within the accounting function. This
lack of segregation of duties represents a material weakness.



In
efforts to address this material weakness, we are planning to add additional personnel to the internal accounting operation.



This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant
to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this
annual report.



Officer
Certifications



Appearing
as exhibits to this Annual Report are “Certifications” of our President and Chief Executive Officer and Chief Accounting
Officer. The Certifications are required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”).
This section of the Annual Report contains information concerning the Controls Evaluation referred to in the Section 302 Certification.
This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics
presented.



Changes
in Internal Control Over Financial Reporting



There
have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31,
2010 that have materially affected or are reasonably likely to materially affect our internal control over financial
reporting.



|ITEM
    9B. | OTHER
    INFORMATION
|------------ | ---------------------



None.





8







PART
III



|ITEM
    10. | DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|------------ | ----------------------------------------------------------



The
names and ages of the directors, executive officers and significant employees, and promoters of the Company are set forth below.





|Name           |  | Age |    |  | Position Held
|-------------- |  | --- | -- |  | -------------
|Benjamin Cohen |  |     | 30 |  |              



The
following sets forth biographical information regarding our executive officers and directors.



Benjamin
Cohen- Since 2010, Mr. Cohen has brought strategic consulting services to emerging growth companies with expertise of providing
financial, operational and organizational management and advisory services to private and public companies. He has unique skills
in financial reporting and operating management of early stage companies, and has proven knowledge of SEC, FINRA, strategic business
planning, Sarbanes Oxley internal controls, financial reporting requirements and financial systems. In December 2011, Mr. Cohen
became President and a member of the Board of Directors of Capital Beverage Corporation. Mr. Cohen holds a Bachelor’s Degree
in Business Administration from the University of Massachusetts.



As
of December 31, 2010, the only remaining executive was Carmine Stella, the Company’s Chief Executive Officer. Mr. Stella served
as President, Chief Executive Officer and Chairman of the Board of Directors of the Company since its inception in December 1995.
From 1991 to the present, Mr. Stella has been the sole officer, director and shareholder of VSI, a wholesale and retail seller
of alcoholic and nonalcoholic beverages with $12,000,000 of sales during fiscal 1994 and $7,000,000 of sales during fiscal 1995.
From 1986 to 1990, Mr. Stella served as President and a director of Gotham Wholesale Beer Distributors, a beer and non-alcoholic
beverage wholesaler with annual sales in excess of $20,000,000. Mr. Stella served as a President and Director of the Empire State
Beer Distributors Association from 1984 to 1988. Mr. Stella received a B.B.A. in Accounting from Bernard M. Baruch College, New
York, New York in 1973.



Code
of Ethics



We
have adopted a Code of Business Conduct and Ethics that applies to our employees, officers (including our principal executive
officer, principal financial officer and controller) and directors. The Code of Business Conduct and Ethics is not currently posted
on our website but can be obtained free of charge by sending a request to our Corporate Secretary at our address. Any changes
to or waivers under the Code of Business Conduct and Ethics as it relates to our principal executive officer, principal financial
officer, controller or persons performing similar functions will be disclosed on our website.



Compliance
with Section 16(a) of The Securities Exchange Act of 1934



Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who own more
than ten percent (10%) of a registered class of the Company’s equity securities, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers,
directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.



To
the Company’s knowledge, based solely on its review of the copies of such reports furnished to the Company during the year ended
December 31, 2010, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial
owners were satisfied, except as provided below:



None





9







|ITEM
    11. | EXECUTIVE COMPENSATION
|------------ | ----------------------



As
of April 13, 2018, there was no compensation paid to Benjamin Cohen, the Chief Executive Officer. There were no options
granted or exercised during the last fiscal year.



During
the years ended December 31, 2010 and 2009, the Company accrued $215,756 to the Company’s former Chief Executive Officer,
Carmine Stella.



Employment
Agreements



There
are no employment agreements in effect as of December 31, 2010 and 2009.



|ITEM
    12. | SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|------------ | --------------------------------------------------------------------------------------------------



The
following table sets forth as of April 13, 2018, certain information with respect to the beneficial ownership of Common
Stock by each person or entity known by the Company to be the beneficial owner of 5% or more of such shares, each officer and
director of the Company, and all officers and directors of the Company as a group:





|                                         |  | Shares of Common |             |  | Percentage of | 
|---------------------------------------- |  | ---------------- | ----------- |  | ------------- | 
|Name and Address of Beneficial Owner (1) |  | Stock Owned (2)  |             |  | Common Stock  | 
|Benjamin Cohen                           |  |                  | 210,000,000 |  |               | 



| | (1) | The
                                         address of Benjamin Cohen is 8 The Green, STE 7734, Dover, DE 19901. Benjamin Cohen is
                                         the beneficial owner of Paramount Consulting.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | As
                                         of April 13, 2018, there were 220,834,680 shares of our common stock outstanding.
| | --- | -----------------------------------------------------------------------------------------------------------------------------



|ITEM
    13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|------------ | -------------------------------------------------------------------------



Certain
Relationships and Related Transactions



During
the years ended December 31, 2010 and 2009, an officer of the Company advanced monies to the Company in order to cover various
operating expenses. The amount due to officer at December 31, 2010 and 2009 is $15,855 and $11,700, respectively. This loan is
non-interest bearing and is payable on demand.



|ITEM
    14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|------------ | --------------------------------------



Audit
Fees



The
aggregate fees billed to the Company by Sherb & Co., LLP for the review of our quarterly reports for the year ended December
31, 2010 totaled $28,545.



The
aggregate fees billed to the Company by Sherb & Co., LLP for the audit of our annual financial statements for the year ended
December 31, 2009 and for the review of our quarterly reports on Form 10-Q for the same year totaled $37,000.



Audit
Related Fees



There
were no fees paid to Sherb & Co., LLP for services rendered in connection with employee benefit plan audits, SEC registration
statements, due diligence, assistance and consultation on financial accounting and reporting standards during the years ended
December 31, 2010 and 2009.



Financial
Information Systems Design and Implementation Fees



There
were no fees paid to Sherb & Co., LLP for financial information systems design or implementation during the years ended December
31, 2010 and 2009.



Tax
Fees



There
were no fees paid to Sherb & Co., LLP for services rendered in connection with tax audits and appeals, advise on mergers and
acquisition and technical assistance during the years ended December 31, 2010 and 2009.



All
Other Fees



There
were no additional fees paid to Sherb & Co., LLP for professional fees related to all other services during fiscal years ended
December 31, 2010 and 2009.





10







Exhibit
Index





|1.1  | Form of Underwriting Agreement.*                                                                                
|---- | ----------------------------------------------------------------------------------------------------------------
|     |                                                                                                                 
|1.2  | Form of Agreement Among Underwriters.*                                                                          
|     |                                                                                                                 
|1.3  | Form of Selected Dealer Agreement.*                                                                             
|     |                                                                                                                 
|3.1  | Certificate of Incorporation.*                                                                                  
|     |                                                                                                                 
|3.2  | Certificate of Designations, As Amended, Relating to Series A Preferred Stock.*                                 
|     |                                                                                                                 
|3.3  | Form of Certificate of Designations Relating to Series B Preferred Stock.*                                      
|     |                                                                                                                 
|3.4  | ByLaws.*                                                                                                        
|     |                                                                                                                 
|4.1  | Specimen Common Stock Certificate.*                                                                             
|     |                                                                                                                 
|4.2  | Specimen Series A Preferred Stock Certificate.*                                                                 
|     |                                                                                                                 
|4.3  | Specimen Series B Preferred Stock Certificate.*                                                                 
|     |                                                                                                                 
|4.4  | Form of Convertible Bridge Note.*                                                                               
|     |                                                                                                                 
|4.5  | Form of Class A Warrants Issued to Certain Members of Management.*                                              
|     |                                                                                                                 
|4.6  | Form of Class A Warrants Issued in 1996 Private Placement Financing.*                                           
|     |                                                                                                                 
|4.7  | Form of Representative’s Unit Purchase Option Agreement.*                                                       
|     |                                                                                                                 
|4.8  | Form of Warrant Agreement.*                                                                                     
|     |                                                                                                                 
|31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002              
|     |                                                                                                                 
|31.2 | Certification of Treasurer pursuant to Section 302 of the Sarbanes Oxley Act of 2002                            
|     |                                                                                                                 
|32.1 | Certification of Chief Executive Officer and Treasurer pursuant to Section 906 of the Sarbanes Oxley Act of 2002



|* | Incorporated by reference to Registrant's Registration Statement on Form SB-2, and amendments thereto, Registration No. 333-9995
declared effective on July 17, 1997.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------





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SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.



|                         | CAPITAL
    BEVERAGE CORPORATION
|------------------------ | --------------------------------
|                         |                                 
|Date:
    April 13, 2018 | By:                             
|                         |                                 



Pursuant
to the requirements of Section 13 or 15(d) 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.





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