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

                                   FORM 10-KSB/A

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                         Commission file number: 0-11734

                         CHINA FOOD AND BEVERAGE COMPANY
                         -------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                NEVADA 87-0548148
                                ------ ----------
          (State of Incorporation) (I.R.S. Employer Identification No.)

                  82-66 Austin St., Kew Gardens, New York 11415
             -------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (877) 667-9377
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

                 SECURITIES REGISTERED PURSUANT TO SECTION 12(B)
                     OF THE SECURITIES EXCHANGE ACT OF 1934:

                                            Name of Each Stock Exchange on Which
            Title of Each Class                        Registered
            -------------------                        ----------
 Common Stock, Par Value $0.001 Per Share                 None

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-B 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-KSB or any
amendment to this Form 10-KSB. [ ]

         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 [ ]

         The aggregate  market value of the voting stock held by  non-affiliates
of the Registrant at December 31, 2001, was approximately $104,364.

         The  number of shares  of  Registrant's  Common  Stock  outstanding  on
December 31, 2001, was 9,395,788.

         The  Registrant's  total revenues for the year ended December 31, 2001,
were $0.00.

                                       1
<PAGE>

                                TABLE OF CONTENTS

             PART I                                                         PAGE
                                                                            ----

ITEM 1.      DESCRIPTION OF BUSINESS.......................................... 3

ITEM 2.      DESCRIPTION OF PROPERTY.......................................... 4

ITEM 3.      LEGAL PROCEEDINGS................................................ 4

ITEM 4.      SUBMISSION OF MATTERS
             TO A VOTE OF SECURITY HOLDERS.................................... 5

             PART II

ITEM 5.      MARKET FOR COMMON EQUITY AND RELATED
             STOCKHOLDER  MATTERS............................................. 5

ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF FINANCIAL CONDITION AND RESULTS OF
             OPERATIONS....................................................... 5

ITEM 7.      FINANCIAL STATEMENTS............................................. 6

ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH
             ACCOUNTANTS...................................................... 6

             PART III

ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
             AND CONTROL PERSONS;  COMPLIANCE WITH
             SECTION 16(a) OF THE EXCHANGE ACT................................ 7

ITEM 10.     EXECUTIVE COMPENSATION........................................... 7

ITEM 11.     SECURITY OWNERSHIP OF BENEFICIAL OWNERS.......................... 8

ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K................................. 9

SIGNATURES.................................................................... 9

INDEX TO EXHIBITS...............................ATTACHED TO END OF THIS DOCUMENT


                                       2
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Business Development:

         China Food and Beverage  Company,  a Nevada  corporation (the "Company"
or, "Corporation"), has executive offices at: 82-66 Austin St., Kew Gardens, New
York 11415. The Company was incorporated in Nevada on November 6, 1981 under the
name Logos Scientific Inc. On May 5, 1992, the Company changed its name to Logos
International,  Inc. On October 23, 1995,  the Company  changed its name to OMAP
Holdings Incorporated.  On March 31, 1997, the Company changed its name to China
Food and Beverage Company.

         On December 30, 1998,  the Company  closed on an agreement  with Calder
Investments  Limited  and  Li,  Lin Hu by  issuing  its 5 year  and  one  day 8%
Debenture in the amount of $10,500,000 to each of Calder Investments Limited and
Li, Lin Hu. This issuance consummated the transactions  described in the Company
8-K dated May 6, 1998. On the same day,  December 30, 1998,  the Company  caused
the  conversion  of the  Debentures  above  described in the terms  incorporated
therein  by  issuing  to  each  of Li,  Lin Hu and  Calder  Investments  Limited
thereupon  caused  1,050,000  of their  shares to be issued to Anhui Lui An Beer
Company Ltd., to redeem their note to Anhui Lui An Beer Company Ltd. On December
31, 1998, the Company issued a total of 4,200,000  shares of its common stock to
the  following  persons  and  entities  in the  following  amounts  pursuant  to
Debentures which were converted on December 30, 1998; Calder Investments Limited
= 1,050,000 shares of common stock; Li, Lin Hu =1,050,000 shares of common stock
Anhui Liu An Beer Company Ltd. = 2,100,000 shares of common stock. This issuance
caused the three  individuals and entities above set forth to become the control
persons of the Registrant.

         Through a reverse merger recapitalization by which the Company acquired
100% of Victoria Beverage  Company,  Ltd., for 4,200,000 shares of the Company's
common stock,  resulted in the Company  owning 55% of Anhui Hao Dun Brewery Co.,
Ltd., situated in the People's Republic of China.

         In May 2000, the sellers claimed that the Company was in default of its
obligations  to  repurchase  or cause to be  repurchased  from  the  sellers,  a
significant majority of the shares of the common stock issued upon conversion of
the debentures  or, to provide  additional  capital.  As a result of the alleged
default,  they  refused to provide the Company  with any  financial  information
concerning the operations of the brewery and assumed control of the brewery.

         The  Company  believes  that the claims made by the sellers are without
merit.  However,  as the assets of the brewery are in the  Peoples'  Republic of
China  and the  Company  has no  effective  control  over  the  business  or the
financial concerns of the brewery, the Company has fully reserved against all of
its assets located in China.

         It is possible that, in addition to taking  control of the assets,  the
sellers may commence an action against the Company alleging, among other claims,
breach of contract.  Conversely, the Company is exploring its options, including
but not  limited  to,  initiating  legal  action of its own to  recover  what it
believes to be a wrongful conversion of its assets by the sellers.

         Unless the Company is able to resolve  this dispute and because it does
not  presently  have the financial  ability to continue in operation,  it may be
obligated to secure additional debt or equity financing to enable it to continue
as an on-going entity.

         Accordingly,  the Company  cancelled  2,100,000 shares of the 4,200,000
shares  previously  issued.  The  Company  has  placed  a  stop-transfer  on the
remaining  2,100,000  pending  resolution  of this issue  between the sellers of
Anhui Hao Dun Brewery and the Company.

         On September  2001,  the Company's  wholly owned  subsidiary,  Victoria
Beverage Company, was dissolved.  The only asset of the subsidiary was 6,000,000
shares of Gourmet's Choice Coffee Co., Inc. These shares were transferred to the
Company.  The  Company  will  carry  the  shares  at  Victoria's  cost of $0.00.
Gourmet's Choice is a related entity.

                                       3
<PAGE>

Business of Issuer:

         Since the disposition of Annu Hui Brewery, the Company will continue to
seek to acquire businesses both in China and other countries.

         The  Company  intends  to locate its  target  investment  opportunities
through  contacts which  management has in China and Southeast Asia. The Company
has no full or part time  employees,  aside from its officers and directors.  If
the Company requires additional  personnel to carry out its business objectives,
it will retain outside consultants. In the past, the Company has been successful
in  retaining  consultants  through  the  issuance  of its Common  Stock and the
Company  intends to  continue  this  practice  in an attempt to avoid  expending
valuable cash flows.

         On March 4, 2001, the Company entered into an investment agreement with
Tritradex,  Inc., a US based parent corporation of Shanghai Tritradex Machinery,
Inc., a  manufacturer  and  distributor  of gasoline  assemblies in the People's
Republic  of China,  under  license  from the Wayne  Division  of  Houston-based
Dresser, Inc.

         Tritradex  was  incorporated  in the  state  of New  York in  1994  and
established a Sino- foreign venture in Pudong,  Shanghai,  the People's Republic
of China, named Shanghai Tritradex Machinery, Inc. ("STM"). The main business of
STM is designing  manufacturing and selling electronic fuel dispensing pumps and
related products for use in gasoline stations in China. In 1995 STM entered into
a license and technical  agreement  with Wayne  Division of Dresser  Industries,
Inc.  The  agreement  allowed  STM to  manufacture,  assemble,  sell and service
Wayne's products in China.

         Wayne is the  technological  leader in the  manufacture  and  supply of
retail petrol fuel  dispensers;  dispenser  control systems,  credit/debit  card
processing terminals and point-of-sale  systems for petroleum markets worldwide.
They are also the  industry  leader  in  developing  new  technologies.  Over 75
countries use their products.

         On September 17, 2001,  Tridradex,  Inc. re-paid an $80,000  investment
which the  Company had  previously  proffered  on March 4, 2001.  The Company is
continuing  to  explore  the  possibility  of further  investment  or a business
combination with Tritradex, Inc.

         Since the Company does not have significant  liquid assets, the Company
intends to acquire  business  opportunities  through the  issuance of its equity
securities. This will likely result in future dilution of the ownership interest
enjoyed by the  Company's  current  shareholders.  The Company has had some past
experience in acquiring  subsidiaries in this manner.  However,  the Company can
provide no assurance that it will be able to continue such  acquisitions  in the
future.  It is also likely  that any future  acquisitions  by the  Company  will
require the Company to make capital contributions to the acquired businesses.

ITEM 2.  DESCRIPTION OF PROPERTY

         The Company presently  occupies office space, free of charge, at: 82-66
Austin St., Kew Gardens, New York 11415.

ITEM 3.  LEGAL PROCEEDINGS

         Securities and Exchange Commission v. China Food and Beverage, James C.
Tilton,  et al. - On July 14,  1999,  the  Securities  and  Exchange  Commission
("SEC") in the United States District Court, Southern District of Florida, Civil
Action  No.  99-1968-CIV-GOLD,  filed  a  Complaint  for  Injunctive  and  Other
Equitable Relief, as well as a Temporary  Restraining Order against,  et al, the
Company and James C. Tilton  ("Tilton")  individually who is the Company's chief
executive  officer.  On April 15,  1999,  the Company  entered into a Consulting
Agreement with The Globus Group, Inc. ("Globus"), a Nevada corporation,  whereby
Globus was to act as a "...marketing consultant/promoter..." of the Company. The
complaint  alleges  that the  Company,  knowingly  or  unknowingly  disseminated
material to the public based on Globus'  false  representations  to the Company.
The  complaint  further  alleges that when  informed that Globus was engaging in
this  and  other  improper  activities  that  might  result  in  creating  false
impressions with the public,  Tilton did not take appropriate  corrective action
quickly enough.

         As soon as the Company became aware of the SEC's complaint, the Company
took immediate  steps to  investigate  the  allegations  against  Globus.  After
numerous attempts to contact Globus, without success, the Company's Officers and

                                       4
<PAGE>

Board of  Directors  felt it was in the  Company's  best  interest  to  formally
terminate the aforementioned Consulting Agreement with Globus.

         Effective as of June 18, 2001, China Food and Beverage Co. entered into
a cease-and-  desist Order ("the  Order"),  along with its  principal  executive
officer,  with the Securities and Exchange Commission pursuant to section 21C of
the   Securities  and  Exchange  Act  of  1934.   The  Order   instituting   the
cease-and-desist was entered by consent. A copy of the actual Order is attached.
See Exhibit - Item 99.

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

         During the year ended 2001,  there were no matters  submitted to a vote
of the Company's shareholders.

                                     PART II

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

Market Information:

         The  following  table sets forth the prices of the Common  Stock on the
OTC Bulletin  Board for each quarter  during  fiscal years 2000 and 2001.  These
over-the-counter market quotations are based on inter-dealer bid prices, without
markup,  markdown,  or  commission,  and may not  necessarily  represent  actual
transactions.

             QUARTER                      HIGH                       LOW
             -------                      ----                        ---
Quarter Ended December 31, 2000           $ .43                      $ .12

Quarter Ended September 30, 2000          $ .43                      $ .15

Quarter Ended June 30, 2000               $1.62                      $ .37

Quarter Ended March 31, 2000              $4.25                      $1.00

Quarter Ending December 31, 2001          $ .21                      $ .08

Quarter Ending September 30, 2001         $ .35                      $ .25

Quarter Ended June 30, 2001               $ .34                      $ .06

Quarter Ended March 31, 2001              $ .19                      $ .09

Shareholders:

         There  were  approximately  383 record  holders  of Common  Stock as of
December 31, 2001,  holding a total of  9,935,788  outstanding  shares of Common
Stock.

Dividends:

         The Company has never  declared a cash dividend on its Common Stock and
does  not  anticipate  doing  so in the  near  future.  The  future  payment  of
dividends,  if any, on the Common Stock is within the discretion of the board of
directors  and will  depend on the  Company's  earnings,  capital  requirements,
financial condition, and other relevant factors.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         The Company's  analysis of its  financial  condition and results of its
operations was addressed in the Company's 10-KSB,  filed, on or about, April 15,
2001.  Several  significant  events have occurred since that filing to date that
are set forth  below,  and may be  considered  material  changes  affecting  the
Company's position.

         On  December  30,  1998,  the  Company  closed  on the  April  27,1998,
Agreement with Calder  Investments  Limited and Li, Lin Hu by issuing its 5 year
and one  day 8%  Debenture  in the  amount  of  $10,500,000  to  each of  Calder
Investments  Limited and Li, Lin Hu. This issuance  consummated the transactions

                                       5
<PAGE>

described  in the Company 8-K dated May 6, 1998.  On the same day,  December 30,
1998, the Company caused the conversion of the Debentures above described in the
terms  incorporated  therein  by  issuing  to  each  of Li,  Lin  Hu and  Calder
Investments  Limited  thereupon caused 1,050,000 of their shares to be issued to
Anhui  Lui An Beer  Company  Ltd.,  to  redeem  their  note to Anhui Lui An Beer
Company  Ltd. On December  31,  1998,  the Company  issued a total of  4,200,000
shares  of its  common  stock  to the  following  persons  and  entities  in the
following  amounts  pursuant to Debentures  which were converted on December 30,
1998; Calder  Investments  Limited =1,050,000 shares of common stock; Li, Lin Hu
=1,050,000  shares of common  stock Anhui Liu An Beer  Company  Ltd. = 2,100,000
shares of common stock.  This issuance caused the three individuals and entities
above set forth to become the control persons of the Registrant.

         Through a reverse merger recapitalization by which the Company acquired
100% of Victoria Beverage  Company,  Ltd., for 4,200,000 shares of the Company's
common stock,  resulted in the Company  owning 55% of Anhui Hao Dun Brewery Co.,
Ltd., situated in the People's Republic of China.

         In May 2000, the sellers claimed that the Company was in default of its
obligations  to  repurchase  or cause to be  repurchased  from  the  sellers,  a
significant majority of the shares of the common stock issued upon conversion of
the debentures  or, to provide  additional  capital.  As a result of the alleged
default,  they  refused to provide the Company  with any  financial  information
concerning the operations of the brewery and assumed control of the brewery.

         The  Company  believes  that the claims made by the sellers are without
merit.  However,  as the assets of the brewery are in the  Peoples'  Republic of
China  and the  Company  has no  effective  control  over  the  business  or the
financial concerns of the brewery, the Company has fully reserved against all of
its assets located in China.

         It is possible that, in addition to taking  control of the assets,  the
sellers may commence an action against the Company alleging, among other claims,
breach of contract.  Conversely, the Company is exploring its options, including
but not  limited  to,  initiating  legal  action of its own to  recover  what it
believes to be a wrongful conversion of its assets by the sellers.

         Unless the Company is able to resolve  this dispute and because it does
not  presently  have the financial  ability to continue in operation,  it may be
obligated to secure additional debt or equity financing to enable it to continue
as an on-going entity.

Results of Operations:

         The Company's  "Total  Liabilities and  Stockholder's  Equity" for year
ending  2001 was  $462,052  of which,  as set forth on Page F-4 of the  attached
Financials.  The "Consolidated Statement of Operations" set forth on Page F-5 of
the  attached  Financial  Statements,  the Net Sales,  the Cost of Sales and the
Gross Margin were all $0.00.

Capital Resources and Liquidity:

         During 2001, the Company issued 500,000 shares of Common Stock for cash
valued at  $50,000  or,  $0.10 per share;  no shares  were  issued for  services
rendered.  On January 29, 2001, the Company cancelled 717 unregistered shares of
the Company's  common stock in accordance  with a settlement  agreement  entered
into on March 1, 1999. On May 11, 2001, the Company  cancelled  2,100,000 shares
previously  issued to Anhui Hao Dun Brewery Co.,  Ltd.  The  negative  cash flow
reflected on the "Consolidated Statements of Cash Flow" Page F-7 of the attached
Financials, is a result of funds used to pay costs and other accrued expenses.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See the audited financial  Statements  attached hereto and numbered F-1
through F-15.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

         There are no changes or disagreements with our accountants who are HJ &
Associates, LLC., 50 S. Main St., Ste. 1450, Salt Lake City, Utah 84144.

                                       6
<PAGE>

                         CHINA FOOD AND BEVERAGE COMPANY
                                AND SUBSIDIARIES
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2001

                                      F-1
<PAGE>


                                 C O N T E N T S


Independent Auditors' Report............................................... F-3

Consolidated Balance Sheet................................................. F-4

Consolidated Statements of Operations...................................... F-5

Consolidated Statements of Stockholders' Equity (Deficit).................. F-6

Consolidated Statements of Cash Flows...................................... F-7

Notes to the Consolidated Financial Statements............................. F-8


                                      F-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
China Food and Beverage Company and Subsidiaries
(A Development Stage Company)
Kew Gardens, New York

We have audited the  accompanying  consolidated  balance sheet of China Food and
Beverage Company and  Subsidiaries (a development  stage company) as of December
31, 2001 and the related  consolidated  statements of operations,  stockholders'
equity,  and cash flows for the years ended  December 31, 2001 and 2000 and from
inception of the development stage on January 1, 2000 through December 31, 2001.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
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 consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall  consolidated  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of China
Food and Beverage Company and  Subsidiaries (a development  stage company) as of
December 31, 2001 and the  consolidated  results of their  operations  and their
cash flows for the years ended December 31, 2001 and 2000 and from the inception
of the  development  stage on  January  1, 2000  through  December  31,  2001 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 6 to the
consolidated  financial  statements,  the Company's recurring losses and lack of
operations  raises  substantial  doubt  about its ability to continue as a going
concern.  Management's plans concerning these matters are also described in Note
6. The  consolidated  financial  statements do not include any adjustments  that
might result from the outcome of this uncertainty.



By: /s/ HJ & Associates, LLC
----------------------------
        HJ & Associates, LLC
        Salt Lake City, Utah
        March 12, 2002


                                      F-3
<PAGE>

                CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
                          (A Development Stage Company)
                           Consolidated Balance Sheet
<TABLE>
<CAPTION>
                                     ASSETS
                                                                     December 31,
                                                                         2001
                                                                     -----------
CURRENT ASSETS
<S>                                                                  <C>
   Cash and cash equivalents                                         $    21,133
   Account receivable - related party                                      1,100
   Exchange credits                                                      438,816
                                                                     -----------

     Total Current Assets                                                461,049
                                                                     -----------

PROPERTY AND FIXED ASSETS (Note 4)

   Equipment                                                               2,149
   Accumulated depreciation                                               (1,146)
                                                                     -----------

     Total Fixed Assets                                                    1,003
                                                                     -----------

     TOTAL ASSETS                                                    $   462,052
                                                                     ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable and accrued expenses                             $    70,247
                                                                     -----------

     Total Current Liabilities                                            70,247
                                                                     -----------

     TOTAL LIABILITIES                                                    70,247
                                                                     -----------

STOCKHOLDERS' EQUITY

   Common stock; 100,000,000 preferred shares at $0.001 par value;
     9,395,788 shares issued and outstanding                               9,396
   Additional paid-in capital                                          2,079,464
   Retained earnings accumulated prior to the development stage          633,605
   Deficit accumulated during the development stage                   (2,330,660)
                                                                     -----------

     Total Stockholders' Equity                                          391,805
                                                                     -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $   462,052
                                                                     ===========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-4
<PAGE>


                CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
                          (A Development Stage Company)
                      Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                                                          From
                                                                      Inception of
                                                                       Development
                                                                        Stage on
                                                                       January 1,
                                           For the Years ended        2000 Through
                                              December 31,            December 31,
                                         2001             2000             2001
                                      ------------    ------------    ------------
                                                       (RESTATED)
<S>                                   <C>             <C>             <C>
NET SALES                             $       --      $       --      $       --

COSTS AND EXPENSES

   Selling expenses                           --              --              --
   General and administrative              307,835         277,377         585,212
                                      ------------    ------------    ------------

     Total Costs and Expenses              307,835         277,377         585,212
                                      ------------    ------------    ------------

LOSS BEFORE OTHER EXPENSE                 (307,835)       (277,377)       (585,212)
                                      ------------    ------------    ------------

OTHER INCOME (EXPENSE)

   Refund of tax penalties                  16,237            --            16,237
   Interest expense                         (2,745)        (13,018)        (15,763)
   Interest income                           3,581           3,648           7,229
                                      ------------    ------------    ------------

     Total Other Income (Expense)           17,073          (9,370)          7,703
                                      ------------    ------------    ------------

LOSS BEFORE TAX, EXTRAORDINARY
   ITEM AND DISCONTINUED OPERATIONS       (290,762)       (286,747)       (577,509)

INCOME TAX EXPENSE                            --              --              --
                                      ------------    ------------    ------------

LOSS BEFORE DISCONTINUED OPERATIONS       (290,762)       (286,747)       (577,509)

LOSS ON DISCONTINUED OPERATIONS               --        (1,990,314)     (1,990,314)
                                      ------------    ------------    ------------

LOSS BEFORE MINORITY INTEREST
   AND EXTRAORDINARY ITEM                 (290,762)     (2,277,061)     (2,567,823)

GAIN ON DISPOSITION OF DEBT                   --           237,163         237,163
                                      ------------    ------------    ------------

MINORITY INTEREST                             --              --              --
                                      ------------    ------------    ------------

NET LOSS                              $   (290,762)   $ (2,039,898)   $ (2,330,660)
                                      ============    ============    ============

BASIC LOSS PER SHARE                  $      (0.03)   $      (0.31)
                                      ============    ============

WEIGHTED AVERAGE NUMBER OF
   SHARES OUTSTANDING                   10,281,349       6,627,601
                                      ============    ============
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                      F-5
<PAGE>

                CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
                          (A Development Stage Company)
                 Consolidated Statements of Stockholders' Equity
<TABLE>
<CAPTION>
                                                                       Additional     Other         Retained
                                               Common Stock             Paid-In   Comprehensive     Earnings
                                          Shares          Amount        Capital       Income        (Deficit)
                                        -----------    -----------    -----------   -----------    -----------
<S>                                       <C>          <C>            <C>           <C>            <C>
Balance, December 31, 1999                5,546,505    $     5,547    $   872,070   $     8,421    $   633,605

Common stock issued for cash
   at $1.00 per share                        50,000             50         49,950          --             --

Common stock issued for cash
   at $1.00 per share                       200,000            200        199,800          --             --

Common stock issued for cash
   at $0.50 per share                       200,000            200         99,800          --             --

Common stock issued for cash
   at $0.25 per share                       400,000            400         99,600          --             --

Common stock issued for cash
   at $0.25 per share                       800,000            800        199,200          --             --

Common stock issued for cash
   at $0.25 per share                       800,000            800        199,200          --             --

Common stock issued for cash
   at $0.10 per share                     2,000,000          2,000        198,000          --             --

Common stock issued for cash
   at $0.10 per share                     1,000,000          1,000         99,000          --             --

Related party forgiveness of interest          --             --           11,244          --             --

Change in currency translation                 --             --             --          (8,421)          --

Net loss for the year ended
   December 31, 2000 (Restated)                --             --             --            --       (2,039,898)
                                        -----------    -----------    -----------   -----------    -----------

Balance, December 31, 2000 (Restated)    10,996,505         10,997      2,027,864          --       (1,406,293)

Cancelled shares (Note 9)                      (717)            (1)          --            --             --

Common stock issued for cash
   At $0.10 per share                       500,000            500         49,500          --             --

Cancelled shares (Note 9)                (2,100,000)        (2,100)         2,100          --             --

Net loss for the year  ended
   December 31, 2001                           --             --             --            --         (290,762)
                                        -----------    -----------    -----------   -----------    -----------

Balance, December 31, 2001                9,395,788    $     9,396    $ 2,079,464          --      $(1,697,055)
                                        ===========    ===========    ===========   ===========    ===========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       F-6
<PAGE>


                CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
                          (A Development Stage Company)
                      Consolidated Statement of Cash Flows
<TABLE>
<CAPTION>
                                                                                           From
                                                                                       Inception of
                                                                                        Development
                                                                                         Stage on
                                                                                        January 1,
                                                             For the Years Ended       2000 Through
                                                                 December 31,          December 31,
                                                             2001           2000          2001
                                                         -----------    -----------    -----------
                                                                         (RESTATED)
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                      <C>            <C>            <C>
   Net (loss)                                            $  (290,762)   $(2,039,898)   $(2,330,660)
   Adjustments to reconcile net (loss) to net cash
     used by operating activities:
       Depreciation and amortization                             430            716          1,146
       Discontinued operations                                  --        1,990,314      1,990,314
       Gain on settlement of debt                               --         (237,163)      (237,163)
   Changes in assets and liabilities:
     (Increase) in accounts receivable - related party        (1,100)          --           (1,100)
     Decrease in exchange credits                                758           --              758
     Increase in accounts payable and accrued expenses       (57,397)      (449,192)      (506,589)
     Decrease in related party payable                        (4,077)          --           (4,077)
                                                         -----------    -----------    -----------

       Net Cash Used by Operating Activities                (352,148)      (735,223)    (1,087,371)
                                                         -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES                            --             --             --

     Increase in note receivable                             (80,000)          --          (80,000)
     Receipt of payment on note receivable                    80,000           --           80,000
                                                         -----------    -----------    -----------

       Net Cash Provided by Investing Activities                --             --             --
                                                         -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES

   Loss of cash from discontinued operations                    --         (424,757)      (424,757)
   Common stock issued for cash                               50,000      1,150,000      1,200,000
   Proceeds from issuance of note payable                    100,000           --          100,000
   Payments on notes payable                                (100,000)      (223,011)      (323,011)
                                                         -----------    -----------    -----------

       Net Cash Provided by Financing Activities              50,000        502,232        552,232
                                                         -----------    -----------    -----------

NET DECREASE IN CASH                                        (302,148)      (232,991)      (535,139)

CASH AND CASH EQUIVALENTS AT BEGINNING
   OF PERIOD                                                 323,281        556,272        556,272
                                                         -----------    -----------    -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD               $    21,133    $   323,281    $    21,133
                                                         ===========    ===========    ===========

SUPPLEMENTAL SCHEDULE OF CASH FLOW
   ACTIVITIES:

Cash Paid For:

   Income taxes                                          $      --      $      --      $      --
   Interest                                              $     3,000    $      --      $     3,000

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

   Common stock issued for debt                          $      --      $      --      $      --
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-7
<PAGE>

                CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 1 -      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              a.  Business Organization

              China Food and Beverage  Company (the Company) was incorporated on
              November  6,  1987  under  the laws of the  State of  Nevada.  The
              Company subsequently ceased its original business activity in 1997
              and  thereafter  primarily  investigated  and sought new  business
              opportunities.

              The Company has a 100% owned subsidiary, Victoria Beverage Company
              Limited  (Victoria),  which has a 55% owned subsidiary  (Anhui Hao
              Dun Brewery Co. Ltd.) (Anhui) which has incorporated in the nation
              of China in 1986,  for the purpose of  operating  a beer  brewery.
              Victoria  was  incorporated  in the Isle of Man on May 9, 1993 for
              the purpose of acquiring foreign companies.

              The Company acquired 100% of the shares of Victoria which owns 55%
              of Anhui for 4, 200,000 shares of the Company's  common stock. The
              acquisition  was accounted for as a  recapitalization  of Victoria
              because the shareholders of Victoria  controlled the Company after
              the acquisition.  Therefore, Victoria was treated as the acquiring
              entity.  There  was no  adjustment  to the  carrying  value of the
              assets or liabilities of Victoria in the exchange.  The Company is
              the  acquiring  entity  for legal  purposes  and  Victoria  is the
              surviving  entity for accounting  purposes.  On December 18, 1998,
              the  shareholders  of the Company  authorized a 1-for-100  reverse
              stock   split.   All   references   to  common   stock  have  been
              retroactively  restated to reflect the reverse  stock  split.  The
              Company  reentered the  development  stage on January 1, 2000 as a
              result of the discontinued operations of Anhui (Note 2).

              b.  Accounting Method

              The Company's financial  statements are prepared using the accrual
              method of  accounting.  The Company has elected a December 31 year
              end.

              c.  Cash and Cash Equivalents

              Cash equivalents  include  short-term,  highly liquid  investments
              with   maturities   of  three  months  or  less  at  the  time  of
              acquisition.

              d.  Basic (Loss) per Share

              The  computations  of basic  (loss) per share of common  stock are
              based on the weighted average number of shares outstanding:
<TABLE>
<CAPTION>
                                                          For the Year Ended
                                                           December 31, 2001
                                     ----------------------------------------------------------
                                         Gain/(Loss)           Shares           Per Share
                                         (Numerator)        (Denominator)          Amount
                                     ------------------  ------------------  ------------------

<S>                                  <C>                         <C>         <C>
              Basic Loss per share   $         (290,762)         10,281,349  $            (0.03)
                                     ==================  ==================  ==================
</TABLE>


                                      F-8
<PAGE>

                CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 1 -      ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT   ACCOUNTING  POLICIES
              (Continued)

              d.  Basic (Loss) per Share (Continued)
<TABLE>
<CAPTION>
                                                                             For the Year Ended
                                                                              December 31, 2000
                                                                                 (Restated)
                                                        ----------------------------------------------------------
                                                            Gain/(Loss)           Shares           Per Share
                                                            (Numerator)        (Denominator)          Amount
                                                        ------------------     ---------------  ------------------
<S>                                                     <C>                          <C>        <C>
              Loss from operations                      $         (286,747)          6,627,601  $            (0.04)
              Gain on disposition of debt                          237,163           6,627,601                0.03
              Loss on discontinued operations                   (1,990,314)          6,627,601               (0.30)
                                                        ------------------  ------------------  ------------------

              Total                                     $       (2,039,898)          6,627,601  $            (0.31)
                                                        ==================  ==================  ==================
</TABLE>


              e.  Principles of Consolidation

              The consolidated  financial statements include those of China Food
              and Beverage Company and Victoria  Beverage  Company Limited.  All
              significant  intercompany  accounts  and  transactions  have  been
              eliminated.

              f.  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  disclosure 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.

              g.  Capital Assets and Amortization

              Capital assets are recorded at cost and  amortization  is provided
              over the estimated  economic life on a straight-line  basis at the
              following rates:

                           Equipment              5 years

              h.  Revenue Recognition

              The  Company   currently  has  no  source  of  revenues.   Revenue
              recognition  policies will be determined when principal operations
              begin.


                                      F-9
<PAGE>

                CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 1 -      ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT   ACCOUNTING  POLICIES
              (Continued)

              i.  New Accounting Pronouncements

              During the year ended December 31, 2001,  the Company  adopted the
              provisions of FASB Statement No. 140 "Accounting for Transfers and
              Servicing of Financial Assets and  Extinguishments  of Liabilities
              (a  replacement  of FASB  Statement No. 125.),  FASB Statement No.
              141,  "Business  Combinations,"  FASB Statement No. 142, "Goodwill
              and Other Intangible Assets," FASB Statement No. 143,  "Accounting
              for  Asset  Retirement   Obligations,"  FASB  Statement  No.  144,
              "Accounting for the Impairment or Disposal of Long-Lived  Assets,"
              and FIN 44 "Accounting  for Certain  Transactions  Involving Stock
              Compensation  (an  interpretation  of APB Opinion  No.  25.)." The
              effect of these  adopted  provisions  on the  Company's  financial
              statements was not significant.

NOTE 2 -      LOSS OF SUBSIDIARY

              The loss in the first quarter of 2000 from discontinued operations
              results  from a dispute  with the Anhui Liu An Beer  Company  Ltd.
              ("sellers")  who represent a minority  interest in the entity that
              operates the Company's  brewery in the Peoples' Republic of China.
              In December 1998, the Company acquired a 55% interest in a Chinese
              brewery for which it issued 8% convertible debentures in the total
              principal  amount  of $21  million.  The  debentures  had a  $5.00
              conversion  price.  Pursuant to the terms of the  debentures,  the
              Company had the right to require conversion of the debentures. The
              Company  required said conversion and issued 4.2 million shares of
              its common stock,  also in December 1998.  The Sellers,  from whom
              the Company  purchased  its  interest in the  brewery,  hold a 45%
              equity   interest   in  the   brewery   and  agreed  to   maintain
              responsibility for the day-to-day operations of the brewery.

              The Company's Chinese asset,  which is the brewery,  is subject to
              liens which resulted in the borrowing of approximately $6 million,
              and the brewery had tax  liabilities  to the Peoples'  Republic of
              China in excess of $4 million.

              In May 2000,  the sellers  claimed that the Company was in default
              of its  obligations to repurchase or cause to be repurchased  from
              the sellers,  a  significant  majority of the shares of the common
              stock  issued upon  conversion  of the  debentures  or, to provide
              additional  capital.  As a result  of the  alleged  default,  they
              refused to provide  the  Company  with any  financial  information
              concerning  the  operations of the brewery and assumed  control of
              the brewery.

              The  Company  believes  that the claims  made by the  sellers  are
              without  merit.  However,  as the assets of the brewery are in the
              Peoples'  Republic  of  China  and the  Company  has no  effective
              control  over  the  business  or  the  financial  concerns  of the
              brewery,  the Company has fully reserved against all of its assets
              allocated  in  China.  All  operations  have  been  classified  as
              discontinued  as they  relate to  activities  prior to  January 1,
              2000.  Since there is no information  for the loss on discontinued
              operations for the year ended December 31, 2000,  remaining excess
              of net assets over  liabilities  has been allowed for in the total
              of $1,990,314.

              It is possible  that, in addition to taking control of the assets,
              the sellers may commence an action  against the Company  alleging,
              among other claims, breach of contract. Conversely, the Company is
              exploring its options,  including  but not limited to,  initiating
              legal  action  of its  own to  recover  what it  believes  to be a
              wrongful conversion of its assets by the sellers.


                                      F-10
<PAGE>

                CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 2 -      LOSS OF SUBSIDIARY (Continued)

              Unless the Company is able to resolve  this dispute and because it
              does not  presently  have the  financial  ability to  continue  in
              operation, it may be obligated to secure additional debt or equity
              financing to enable it to continue as an on-going entity.

NOTE 3 -      LITIGATION

              Securities and Exchange Commission v. China Food & Beverage, James
              C. Tilton,  et al. - On July 14, 1999, the Securities and Exchange
              Commission  ("SEC") in the United States District Court,  Southern
              District of Florida,  Civil Action No.  99-1968-CIV-GOLD,  filed a
              Complaint for Injunctive and Other Equitable  Relief, as well as a
              Temporary  Restraining Order against, et al, the Company and James
              C.  Tilton  ("Tilton")  individually  who is the  Company's  chief
              executive  officer.  On April 15, 1999, the Company entered into a
              Consulting  Agreement with The Globus Group,  Inc.  ("Globus"),  a
              Nevada  Corporation,  whereby Globus was to act as a "...marketing
              consultant/promoter..." of the Company. The complaint alleges that
              the Company, knowingly or unknowingly disseminated material to the
              public based on Globus' false  representations to the Company. The
              complaint  further  alleges  that when  informed  that  Globus was
              engaging in this and other improper  activities  that might result
              in creating false impressions with the public, Tilton did not take
              appropriate corrective action quickly enough.

              As soon as the Company  became aware of the SEC's  complaint,  the
              Company took steps to investigate the allegations  against Globus.
              After numerous  attempts to contact Globus,  without success,  the
              Company's  Officers  and  Board  of  Directors  felt it was in the
              Company's best interest to formally  terminate the  aforementioned
              Consulting Agreement with Globus.

              On June 18, 2001 the offer made by the Company was accepted by the
              SEC.  The SEC ordered that the Company and Tilton cease and desist
              from committing any securities violations in the future.

NOTE 4 -      PROPERTY AND FIXED ASSETS
<TABLE>
<CAPTION>
                                                                         2001
                                                Accumulated            Net Book
                                 Cost           Depreciation            Amount
                         ------------------  -----------------    -----------------
<S>                      <C>                 <C>                  <C>
              Equipment  $            2,149  $          (1,146)   $           1,003
                         ==================  =================    =================
</TABLE>


              During the years ended  December  31,  2001 and 2000,  the Company
              expensed $430 and $430 in depreciation, respectively.

NOTE 5 -      CONCENTRATIONS OF RISK

              a.  Barter Exchange Credits

              The  Company   has  barter   exchange   credits   held  with  ITEX
              Corporation.  This  balance is not insured by the Federal  Deposit
              Insurance Corporation.


                                      F-11
<PAGE>

                CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 6 -      GOING CONCERN

              The Company's  financial  statements are prepared using  generally
              accepted accounting principles applicable to a going concern which
              contemplates   the   realization  of  assets  and  liquidation  of
              liabilities in the normal course of business. However, the Company
              does not have significant cash or other material assets,  nor does
              it have an established source of revenues  sufficient to cover its
              operating costs and to allow it to continue as a going concern. It
              is the intent of the  Company to seek a merger  with an  existing,
              operating   company.   Until  that  time,  the  stockholders  have
              committed to covering the operating costs of the Company.

NOTE 7 -      NEGOTIATIONS WITH TRITRADEX, INC.

              The Company is in negotiations to acquire  Tritradex,  Inc. (a New
              York  corporation),  the  parent  company  of  Shanghai  Tritradex
              Machinery,  Inc.,  a  manufacturer  and  distributor  of  gasoline
              dispensing pumps in the Peoples' Republic of China. As part of the
              negotiations,  the Company has advanced $80,000 to Tritradex as an
              interest free loan.  In September  2001,  Tritradex  paid back the
              $80,000.  Although the loan was paid in full, negotiations for the
              acquisition of Tritradex are ongoing.

              The Company's  Board of Directors is committed to the  acquisition
              of Tritradex  and in a special board meeting held on March 5, 2002
              authorized the Company to execute a share transfer  agreement with
              Tritradex.  As of the date of this  report the  agreement  has not
              been finalized.

NOTE 8 -      DISSOLUTION OF SUBSIDIARY

              In September 2001, the Company's wholly owned subsidiary, Victoria
              Beverage,  was  dissolved.  The only asset of the  subsidiary  was
              6,000,000 shares of Gourmet's Choice Coffee Company.  These shares
              were transferred to the Company. The Company will carry the shares
              at Victoria's cost of $0.00. Gourmet's Choice is controlled by the
              President of the Company.

NOTE 9 -      COMMON STOCK TRANSACTIONS

              On January  29,  2001,  the  Company  cancelled  717 shares of its
              common   stock   pursuant  to  a  settlement   agreement   with  a
              shareholder.

              On April 25, 2001, the Company issued 500,000 shares of its common
              stock at $0.10 per share for a total of $50,000.

              On May 11, 2001,  the Company  cancelled  2,100,000  shares of its
              common  stock.  These shares were part of the  original  4,200,000
              issued in the acquisition of the Anhui Brewery.

NOTE 10 -     RESTATEMENT OF DECEMBER 31, 2000 BALANCES

              Due to an  erroneous  filing  of form  941 for the  quarter  ended
              December   31,  2000,   the  accrued   expenses  and  general  and
              administrative  expenses were  overstated by $9,151 as of December
              31, 2000. The December 31, 2000 amounts shown in the  Consolidated
              Statement of Operations,  Consolidated Statement of Cash Flows and
              the  Consolidated  Statement  of  Stockholders'  Equity  have been
              restated to reflect  this  correction.  There was no change to the
              per share amounts.


                                      F-12
<PAGE>

                CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 11 -     SUBSEQUENT EVENTS

              The Company has signed a  "Professional  Services  Agreement" with
              Wilton  Corporate  Finance.  This  agreement  provides that Wilton
              becomes the  Company's  advisor with regard to issues of corporate
              finance, capitalization,  merger and acquisition opportunities and
              strategy.  Under the agreement the Company will compensate  Wilton
              either $33,000 cash or the equivalent in the Company's securities.

              On March 5, 2002, the Company  approved a proposal to create three
              warrants to purchase  the  Company's  common  stock.  Each warrant
              allows for the purchase of 550,000 shares at a price of $0.06. The
              warrants expire on March 5, 2007.


                                      F-13
<PAGE>

                                    PART III

ITEM 9.  DIRECTORS,EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

       Name                      Age       Position(s) and Office(s)
       ----                      ---       -------------------------
       James A. Tilton            40       President, Chief Executive Officer,
                                           Treasurer, Director

       Jane Zheng                 39       Secretary, Director

       Li Lin Hu                  57       Director

         James A. Tilton was appointed the Company's president,  chief executive
officer,  treasurer and one of its directors on October 23, 1995. Mr. Tilton has
extensive business and marketing  experience in the Far East and has worked with
his wife, Jane Zheng, in partnership with the Metallic Building  Company("MBC"),
a subsidiary  of NCI Building  Systems,  to market its  pre-engineered  building
materials in the People's  Republic of China  ("PRC")  since 1992.  For the last
five years and again with Jane Zheng,  he has assisted Star Brite, a division of
Oceans  Bio-Tech,  in  establishing a sales  distribution  system in PRC for its
chemical products.

         Jane Zheng was  appointed as secretary and a director of the Company on
October 23, 1995. Ms. Zheng has extensive  business and marketing  experience in
the Far East and has worked with her husband,  James A. Tilton,  in  partnership
with the  Metallic  Building  Company  ("MBC"),  a  subsidiary  of NCI  Building
Systems, to market its pre-engineered  building materials in the PRC since 1992.
For the last five years and again with James Tilton, Ms. Zheng has assisted Star
Brite,  a division of Oceans  Bio-Tech,  in  establishing  a sales  distribution
system in China for its chemical  products.  She received her engineering degree
from Shanghai University,  in Shanghai,  China. Ms. Zheng also has an MBA degree
in Finance from Adelphi University, New York.

         Li,  Lin Hu,  who has  Master in  Business  Administration  from  China
Economy and  Management  College is a senior  economist  and was  appointed as a
director  of the  Company  on or about  January 6,  1999.  Li is also  executive
Vice-President of Tiancheng Group, as referenced to throughout herein.

Compliance With Section 16(a)of the Exchange Act:

         Based  solely  upon a  review  of  Forms  3, 4 and 5  furnished  to the
Company,  the  Company is not aware of any person  who,  at any time  during the
fiscal year ended  December 31, 2001,  was a director,  officer,  or  beneficial
owner of more than ten  percent  of the  Common  Stock of the  Company,  and who
failed  to file on a timely  basis  reports  required  by  Section  16(a)of  the
Securities Exchange Act of 1934 during such fiscal year.


ITEM 10. EXECUTIVE COMPENSATION

         The following table summarizes certain information concerning executive
compensation  paid to or accrued by the Company's chief executive officer during
the Company's  last three fiscal years.  During this time no executive  officer,
excluding  James A.  Tilton,  the current  chief  executive  officer,  earned or
received annual compensation exceeding $100,000.

                                       7
<PAGE>

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

                                               Annual Compensation                     Long Term Compensation
                                               -------------------                     ----------------------
                                                                      Other         Restricted
                                                                      Annual           Stock            Other
Name and principal position           Year   Salary   Bonus        Compensation        Awards       Compensation
---------------------------           ----   ------   -----        ------------        ------       ------------
<S>                                  <C>     <C>         <C>            <C>              <C>              <C>
James A. Tilton, President           2000    $75,000     $0             $0               $0               $0
         "                           2001    $75,000     $0             $0               $0               $0

Jane Zheng, Secretary                2000    $75,000     $0             $0               $0               $0
         "                           2001    $75,000     $0             $0               $0               $0
</TABLE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

         The following table sets forth certain information concerning the stock
ownership as of December 31, 2001, with respect to: (i) each person who is known
to the Company to beneficially  own more than 5% of the Company's  Common Stock;
(ii) all directors;  and (iii) directors and executive  officers as a group (the
notes below are necessary  for a complete  understanding  of the  figures).  The
Company  calculated  the owners of 5% of the Common  Stock  using the  9,395,788
shares of Common Stock issued on December 31, 2001.
<TABLE>
<CAPTION>
                                     Name and Address
         Title of Class              Amount and Nature of
         of Beneficial Owner         Beneficial Ownership                 Percentage of Class
         -------------------         --------------------                 -------------------
<S>                                  <C>                                         <C>
Common Stock Par Value $0.001        Korkor Holdings, Ltd.                       34%
                                     3 Athol St.
                                     Douglas Isle of Man
                                     3,172,400

Common Stock Par Value $0.001        Calder Investments Limited                  32%
                                     Omar Hodge Bldg.
                                     Wicken Cay Road Town
                                     Tortula, BVI
                                     3,000,000

Common Stock Par Value $0.001        Anhui Liu An Beer Company                   11%
                                     1,050,000

Common Stock Par Value $0.001        Tiancheng China Corp, Ltd.(a)                6%
                                     530,000

Common Stock Par Value $0.001        Jane Zheng, Director &                       3%
                                     Secretary (c)
                                     82-66 Austin Street
                                     Kew Gardens, NY 11415
                                     281,586

Common Stock Par Value $0.001        James A. Tilton, Director,              less than 1%
                                     President & Treasurer(b)
                                     82-66 Austin Street
                                     Kew Gardens, NY 11415
                                     57,251

Common Stock Par Value $0.001        Li Lin Hu, Director (a)                     0%
</TABLE>


(a) Tiancheng is an operating  entity  incorporated in the People's  Republic of
China of which Li Lin Hu is an officer and director.

(b) Includes 211 shares of common stock owned by ATJ,  Incorporated,  a Delaware
holding  company,  of which  James  A.  Tilton  is sole  officer,  director  and
shareholder.

(c)  Includes 185 shares of common  stock owned by ZJ,  Incorporated  a Delaware
holding company, of which Jane Zheng is sole officer, director and shareholder.

                                       8
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit No. 10  -  "Material  Contracts"  -  Agreement  between  the Company and
                Tritradex, Inc. dated March 4, 2001.

Exhibit 99      - Form  8-K:  The  Company  filed  an 8-K on June  29,  2001 the
                Company  announced  that  effective  as of June  18,  2001,  the
                Company  entered into a  Cease-and-Desist  Order ("the  Order"),
                along with its principal executive officer,  with the Securities
                and  Exchange   Commission   pursuant  to  section  21C  of  the
                Securities and Exchange Act of 1934. The Order  instituting  the
                cease-and-desist  was entered by  consent.  A copy of the actual
                Order is attached.


                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized, this 26th day of March, 2002.

         CHINA FOOD AND BEVERAGE COMPANY


         /s/ James A. Tilton
         -------------------
             James A. Tilton, President

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  Registrant and in the capacities and
on the dates indicated.

         Signature              Title                           Date

/s/ James A. Tilton             President,                      March 26, 2002
------------------------        Chief Executive Officer,
    James Tilton                    Treasurer and Director

/s/ Jane Zheng                  Secretary and Director          March 26, 2002
------------------------
    Jane Zheng

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