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

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

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 Street Kew Gardens, New York 11415
                    (Address of Principal Executive Offices)

                                 (212) 398-7833
              (Registrant's Telephone Number, Including Area Code)

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

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

     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 NO X

     The aggregate  market value of the voting stock held by  non-affiliates  of
the Registrant at October 6, 1997 was approximately $573,545.

     The number of shares of Registrant's Common Stock outstanding on October 6,
1997 was 3,598,243.

     The Registrant's  total revenues for the year ended December 31, 1996, were
$0.


                                   Total of Sequentially Numbered Pages:      41
                                                       Exhibit Index on Page: 18
<PAGE>
                                TABLE OF CONTENTS

                                     PART I

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

ITEM 2.  DESCRIPTION OF PROPERTY ..........................................    5

ITEM 3.  LEGAL PROCEEDINGS ................................................    5

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ..............    6

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER  MATTERS ........    6

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS ....................    7

ITEM 7.  FINANCIAL STATEMENTS .............................................   11

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ....................   12

                                    PART III

ITEM  9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
         CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT   12


ITEM 10. EXECUTIVE COMPENSATION ...........................................   13

ITEM 11. SECURITY OWNERSHIP OF BENEFICIAL OWNERS ..........................   14

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ...................   15

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K .................................   16

         SIGNATURES .......................................................   17

         INDEX TO EXHIBITS ................................................   18

<PAGE>
                                     PART I
--------------------------------------------------------------------------------
ITEM 1.  DESCRIPTION OF BUSINESS
--------------------------------------------------------------------------------

Business Development

         China Food & Beverage  Company,  a Nevada  corporation (the "Company"),
has executive offices at 82-66 Austin Street,  Kew Gardens,  New York 11415. The
Company  was  incorporated  in Nevada on  November  6, 1981 under the name Logos
Scientific Inc. Until 1991, the Company sold and distributed  medical diagnostic
equipment  through its  Volu-Sol  division.  The Company  sold that  division in
December  1991.  On  May  5,  1992,  the  Company  changed  its  name  to  Logos
International, Inc.

         During 1992 and 1993, the Company's operations involved the acquisition
of small  companies  with  diverse  operations.  The  Company  acquired  several
subsidiaries  including: an automotive body and paint shop, an automobile towing
operation,  an art and frame gallery, an office staffing company, and a printing
and  publishing  concern.  The  Company  primarily  acquired  small,  distressed
companies  located  in  the  State  of  Utah.  The  Company's  intention  was to
restructure the operations of these subsidiaries to increase their cash flow and
revenues.  Due  primarily  to  undercapitalization,  the  Company's  attempts to
reverse the fortunes of its subsidiaries  failed.  Throughout 1993 and 1994, the
Company liquidated or otherwise  transferred all of its subsidiary  corporations
and other assets in an attempt to settle  actual and potential  liabilities.  By
the end of 1994, the Company had disposed of nearly all of its assets.  For more
information on these events, see the Company's Form 10-KSB for fiscal year ended
December 31, 1994.

         On October 23, 1995,  the Company  acquired all  outstanding  shares of
OMAP International  Incorporated,  a closely-held Nevada corporation ("OII"). As
consideration for the acquisition of OII, the Company issued 433,805  restricted
shares of the Company's  common stock to the shareholders of OII.1 OII owned the
right to acquire patents related to a collating device which sorts and assembles
flat sheets of paper. OII also owned all outstanding capital stock of OMAP SA, a
Belgian research and development  company which filed for bankruptcy  protection
shortly after the Company's  acquisition of OII. The Company changed its name to
OMAP  Holdings  Incorporated  to  reflect  its  ownership  of OII and  moved its
principal  offices  to  Kew  Gardens,   New  York.  The  three  individuals  who
collectively  owned,  directly or indirectly,  100% of OII's outstanding  common
stock prior to October 23, 1995 were Aster De  Schrijver,  James Tilton and Jane
Zheng.  Pursuant to the  acquisition  of OII, the Company  underwent a change of
control and these three individuals obtained a majority interest in the Company.
De Schrijver,  Tilton and Zheng were also  appointed as the Company's  directors
and/or officers.

         On December 15, 1995, the Company  acquired  technology and proprietary
information  necessary to manufacture and develop collators  including drawings,
production  know-how,  and trade names and information  related to distributors.
This  information  and technology  were known as the "Barenthin  Technology." In
exchange for the Barenthin  Technology,  the Company  issued  11,112  restricted
shares of Common Stock.

         On December 15, 1995, the Company also acquired beneficial ownership of
100% of the outstanding  shares of Establissements R. Kohl, a French corporation
("Kohl").  Kohl manufactured  lighting equipment and heating devices.2 In return
for Kohl's  shares,  the Company  issued a total of 19,048  shares of restricted
Common Stock to the former owners of Kohl.  The Company also paid  $1,000,000 in
bank  drafts  and made a  $200,000  loan to Kohl.  Kohl  owned and  operated  an
approximately  100,000 square foot manufacturing plant in Calais, France and the
machinery and equipment housed in the plant.

--------
1 As used  throughout  this Form 10-KSB,  the term "Common Stock" shall refer to
the Company's  common  stock,  par value  $0.001.  All  references to numbers of
shares in this document  have been adjusted to account for the 30-for-1  reverse
stock split which the Company effected on April 10, 1997.
<PAGE>

         The Company made these three  acquisitions in 1995 pursuant to a single
business plan.  The Company  planned to develop the patents owned by OII and the
Barenthin  technology to manufacture paper collators in the manufacturing  plant
operated by Kohl. Kohl was to manufacture and distribute  three different models
of collators  varying as to quality and price, each of which would implement the
patents which were obtained  through the Company's  acquisition of OII. Kohl was
also to continue manufacturing heating equipment and lighting fixtures. Finally,
Kohl was to  produce a line of  portable  food  vending  machines,  including  a
vending  machine  that  cooks and  dispenses  french  fries for which Kohl owned
patents.

         During the 1996 fiscal year, Kohl continued to produce and sell heating
and lighting  equipment as it had done prior to its  acquisition by the Company.
Kohl also produced  prototypes for its paper  collators and patented  french fry
machine.  However,  Kohl could not obtain the  investment  capital  necessary to
produce and distribute either the collators or the vending machines according to
Kohl's  business plan.  Kohl's  revenues were also  insufficient  to finance the
production  and  distribution  of  these  products.  Accordingly,   neither  the
collators  nor the vending  machines  were ever sold by Kohl.  The  inability to
obtain  investment  capital,  paired with capital  expenditures Kohl had made in
connection  with the  development of collators and vending  machine  prototypes,
created a working capital  deficiency which impaired Kohl's ongoing  operations.
Kohl became delinquent with several of its trade creditors and in November 1996,
Kohl applied for protection  under the bankruptcy  laws of France.  On April 28,
1997,  the French  Tribunal  administering  the  bankruptcy  of Kohl sold all of
Kohl's  assets  except the french fry vending  machines and  inventory and spare
parts related thereto, vendor patents and the Company's license. The Company may
appeal this sale and is currently investigating its rights under applicable law.
For more information on Kohl, see "Item 6 - Management's Discussion and Analysis
of Financial Condition and Results of Operations."

         After the bankruptcy  proceedings of Kohl, the Company discontinued its
involvement in the  manufacture of collators,  heaters,  lighting  equipment and
other products designed,  manufactured  and/or produced by Kohl. The Company was
left  with  few  assets,  most of  which  were  related  to the  manufacture  of
collators.

         On March 15, 1997,  the Company  acquired  all of the capital  stock of
American China Development  Corporation,  a Bahamian corporation ("ACDC").  ACDC
owns a 60% interest in a joint venture in the People's Republic of China ("PRC")
which  operates a beer brewery in the city of Qidong in the Jiangsu  province of
the PRC. The joint venture's brewery,  known as the Nantong Aitesi Beer Company,
Ltd.,  produces and  distributes  beer in the city of Qidong and to  surrounding
areas within a 50 mile radius. The Company purchased ACDC from Dizon Investments
Limited,  an investment  company  organized under the laws of the British Virgin
Islands.  The Company  acquired ACDC in exchange for issuing 666,667  restricted
shares of Common  Stock to Dizon.  This  transaction  made Dizon the  beneficial
owner of approximately 18.5% of the Company's Common Stock. For more information
on this  transaction,  see "Item 6 -  Management's  Discussion  and  Anaylsis of
Operations of Financial Condition and Results of Operations."

          To  reflect  its  acquisition  of ACDC and its  control  of the  joint
venture  interest owned by ACDC, the Company  changed its name to China Food and
Beverage Company on March 31, 1997.

----------
2 Under French corporate law, a corporation  such as Kohl must maintain at least
seven shareholders. Accordingly, six individuals, including two of the Company's
directors,  were each issued one share of Kohl's stock. The Company acquired the
remaining  4,356 shares of Kohl (99.86%).  Each other owner of Kohl executed the
equivalent  of a written  proxy,  giving the Company  (China  Food and  Beverage
Company) the power to vote on behalf of the record shareholders.
<PAGE>
Business of Issuer

         Since the  disposition of Kohl,  the Company's  business has focused on
seeking to invest in business  opportunities  primarily  related to the food and
beverage industry.  As stated above, the Company has acquired a subsidiary which
owns a 60%  interest  in a joint  venture to  operate a brewery in the PRC.  The
Company will seek to acquire  additional,  similar  businesses both in China and
other  countries.  To a lesser  extent,  the Company will also seek to invest in
domestic food and beverage  concerns and in entities with operations  outside of
the food and beverage industry.

         The  Company  intends  to locate its  target  investment  opportunities
through  contacts which  management has in the food and beverage  industry.  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.

         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.

         The Company does not intend to participate in the day to day management
of the joint venture operating the Chinese brewery,  nor does the Company intend
to take an active management role in any subsequent businesses which the Company
may acquire in the future. The Company's  objective is to find business entities
which the Company feels are greatly  undervalued,  acquire such entities through
the issuance of Common Stock,  make required  investments in such entities,  and
receive a return on its investment in the form of dividends or  appreciation  in
the value of the subsidiary.

--------------------------------------------------------------------------------
ITEM 2.  DESCRIPTION OF PROPERTY
--------------------------------------------------------------------------------
         Prior  to  November  1996,  the  Company's   subsidiary  Kohl  owned  a
manufacturing  plant  located in Calais,  France.  In November  1996,  the plant
became part of Kohl's  bankruptcy estate and was ultimately sold in Kohl's April
28, 1997 bankruptcy sale. The Company does not currently own any real property.

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

         V.K.   Holdings,   Inc.   ("VK")   sued  the   Company   (Case   Number
93-05193-00-0-G)  on September 7, 1993 in the 319TH  Judicial  District Court of
Nueces County, Corpus Christi,  Texas. VK alleges fraud, violation of securities
laws, and other related  causes of action.  Also named as defendants in the suit
are Chad Burnett,  Richard  Surber and Kenneth R. O'Neal in their  capacities as
officers  and  directors  of the  Company in  November  1992,  the time when the
alleged  fraudulent  acts  took  place.  Based  on  preliminary   investigation,
management  believes that VK's  allegations are false and unfounded.  It further
believes that VK's  pleadings  fail to specify the acts or omissions  upon which
the cause of action is premised.  The Company and VK have initiated  discussions
in pursuit of a settlement,  but no material steps toward a settlement have been
concluded. The Court has set a trial date for January 1998.
<PAGE>
--------------------------------------------------------------------------------
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
--------------------------------------------------------------------------------

         During the forth quarter of the 1996 fiscal year, 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 1996 and 1995 and for
the first three quarters of the 1997 fiscal year. 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. The increases
reflected  in the  quarters  ended  June 30,  1997 and  September  30,  1997 are
attributable to the 30-for-1  reverse split effected by the Company on April 10,
1997.

QUARTER                                  HIGH                    LOW
-------                                  ----                    ---
  Quarter Ending September 30, 1997     $0.56                   $0.31
  Quarter Ended June 30, 1997           $0.63                   $0.02
  Quarter Ended March 31, 1997          $0.08                   $0.03
  Quarter Ended December 31, 1996       $0.50                   $0.01
  Quarter Ended September 30, 1996      $0.75                   $0.19
  Quarter Ended June 30, 1996           $3.37                   $0.50
  Quarter Ended March 31, 1996          $5.00                   $2.50
  Quarter Ended December 31, 1995       $5.00                   $0.01
  Quarter Ended September 30, 1995      $0.02                   $0.00
  Quarter Ended June 30, 1995           $0.04                   $0.01
  Quarter Ended March 31, 1995          $0.11                   $0.01

Shareholders

      There were  approximately 253 record holders of Common Stock as of October
6, 1997 holding a total of 3,598,243 outstanding shares of Common Stock.
<PAGE>
Reverse Split

      On April 10, 1997,  the Company  effected a 30-for-1  reverse split of its
Common Stock. The reverse split affected only the issued and outstanding  Common
Stock and did not  affect the number of shares of Common  Stock  authorized  for
issuance by the Company.  All fractional shares resulting from the reverse split
were rounded up to the nearest whole share.

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


      Prior to the last quarter of 1991, the Company's  primary business was the
sale and  distribution  of  medical  and  laboratory  diagnostic  equipment.  In
December 1991, the Company sold off its medical supplies  division and underwent
a change of  control.  Under the  direction  of new  management,  the  Company's
objective was directed toward acquiring  operating  subsidiaries in an effort to
generate  revenues and maintain the Company as a viable  concern.  The Company's
focus was to acquire financially distressed companies and restructure them in an
attempt to make their business profitable.  The Company also vigorously searched
for undervalued assets to acquire and later liquidate at a profit. The Company's
efforts to reverse  the  fortunes  of its  acquired  subsidiaries  were  largely
unsuccessful  due  to  undercapitalization  and  the  subsidiaries'  failure  to
generate  positive cash flow.  Between  December 1993 and  September  1994,  the
Company  liquidated all of its  subsidiaries  in an attempt to settle actual and
potential liabilities. Between October 1994 and October 1995, the Company had no
significant assets.

      On October 23, 1995, the Company  acquired all outstanding  shares of OMAP
International  Incorporated,  a closely held corporation whose primary asset was
the right to  acquire  patents  related  to the  production  of paper  collators
("OII").  The  Company  acquired  OII by issuing a  controlling  interest of the
Company's Common Stock to the theretofore  owners of OII. The group who obtained
a controlling interest in the Company pursuant to this transaction  consisted of
James  Tilton,  Aster De  Schrijver  and Jane  Zheng.  As part of the  change of
control,  these  individuals  were  appointed as officers  and  directors of the
Company.

      Under  new  management,  the  Company  attempted  to  primarily  focus its
operations  on the  production  of paper  collators.  On December 15, 1995,  the
Company  acquired   technology  and  proprietary   information  related  to  the
manufacture  of collators  and related  paper  processing  devices.  The Company
acquired this  technology and  information,  collectively  called the "Barenthin
Technology,"  by issuing shares of its Common Stock.  This Barenthin  Technology
included access to 15 distributors who had marketed similar collators throughout
Europe.  On December 15, 1995,  the Company also  acquired a 99.86%  interest in
Establissements  R. Kohl, a French company that manufactured  heating equipment,
lighting fixtures and vending machines ("Kohl").  Kohl employed approximately 32
employees.  Kohl's primary assets were a manufacturing  plant located in Calais,
France,  manufacturing  equipment used to produce  Kohl's  products and goodwill
associated with Kohl's  manufacturing  business.  Kohl was acquired  through the
Company's  issuance of Common Stock and the payment of  $1,000,000 to the former
owners of Kohl.  Kohl also made a $200,000 loan to Kohl which was used to settle
notes which Kohl executed in favor of the former owners. For more information on
these transactions, see "Item 1- Description of Business."

      The former owners of Kohl,  Maurice Van Gysel and Jacky  Caille,  remained
with Kohl as directors and co-general  managers.  Under the Company's ownership,
Kohl continued to manufacture the heating  equipment and lighting fixtures which
it had produced prior to Kohl's acquisition by the Company.  Kohl maintained its
prior contracts for the distribution of heating equipment and lighting fixtures.
The  sale of  heating  and  lighting  equipment  constituted  nearly  all of the
revenues generated by Kohl during 1996.
<PAGE>

      During the end of 1995 and  throughout  1996,  the Company  also  produced
prototypes for several different models of its paper collators.  These collators
were  based  on the  patents  owned  by OII and the  Barenthin  Technology.  The
collator  prototypes were produced in Kohl's  manufacturing plant and were to be
sold to  distributors  the  Company  learned of through its  acquisition  of the
Barenthin Technology. Kohl also produced a prototype for a french fry cooker and
dispenser.  This vending machine was based upon patents which were owned by Kohl
at the time that Kohl was acquired by the Company.

      At the time that the Company acquired Kohl, Kohl had a shortage of working
capital and required an  immediate  capital  infusion.  Kohl was  delinquent  in
paying some of its trade creditors and needed additional  capital to perfect the
design and begin the  manufacture  of its  collators and vending  machines.  The
Company was unable to obtain the capital  necessary to assist Kohl in sustaining
its operations.  Accordingly,  Kohl was unable to ever commence the distribution
of its  collators  or vending  machines and did not realize any revenue from the
production  of  these  products.  Since  the  Company  had  planned  its  future
operations  around the  production  and sale of these new products by Kohl,  the
inability to distribute  collators and vending machines  significantly  impacted
the operations of the Company.

      On April 1, 1996, Jacky Caille and Maurice Van Gysel resigned as directors
of Kohl.  These  resignations  were the result of a dispute between Caille,  Van
Gysel and the Company  concerning the  consideration  the former were to receive
for their  sale of Kohl to the  Company.  Caille  and Van Gysel  also  expressed
general  dissatisfaction  with  management  decisions  of Kohl.  On May 7, 1996,
Kohl's board of directors  terminated Caille and Van Gysel from their respective
positions  as general  managers.  Caille and Van Gysel were  replaced by Georges
d'Humieres.

      In November 1996, Kohl petitioned for bankruptcy protection under the laws
of France.  This decision  resulted from Kohl's  shortage of working capital and
from pressure imposed by trade creditors. On April 28, 1997, the French Tribunal
administering the bankruptcy of Kohl sold nearly all of Kohl's assets, including
Kohl's  manufacturing  plant,  at a hearing at the  Commercial  Court.  The only
assets  which  were not sold at that  proceeding  were the  french  fry  vending
machine  prototypes,  inventory  and spare  parts  related  thereto  and  vendor
patents.

      As a result of the  bankruptcy  sale,  the Company's  only assets were the
unsold assets of Kohl and patents  related to the manufacture of collators which
were owned by OII. Because the Company discontinued the manufacture of collators
and vending  machines,  the Company  amortized 100% of the net book value of the
patents on its financial statements for the fiscal year ended December 31, 1996.
On June 30, 1997,  the Company's  right to the patents  lapsed after the Company
had  discontinued  the payments  necessary  to maintain  ownership of the patent
rights. The Company also realized a loss from discontinued  operations amounting
to the full value of the Company's  investment in Kohl. For more  information of
this matter, see the subsection "Results of Operations" below.

Events Subsequent to End of Fiscal Year

      On March 15, 1997 and while the bankruptcy  sale of Kohl was pending,  the
Company acquired all outstanding capital stock of a Bahamian  corporation called
American China Development  Corporation ("ACDC").  ACDC owns a 60% interest in a
joint  venture in the People's  Republic of China (the "PRC").  According to the
joint  venture  agreement,  ACDC will obtain a 60% equity  interest in a limited
liability company within the Chinese territory to be operated in accordance with
the Laws of the PRC on Joint Ventures Using Chinese and Foreign Investment.  The
purpose  of the joint  venture is to operate  an  existing  beer  brewery in the
Jiangsu  province of the PRC known as the  Nantong  Aitesi  Beer  Company.  This
brewery  has been in  existence  since the 1950's and has been State owned since
that time. The brewery currently distributes beer locally to the City of Quidong
and surrounding areas within a 50 mile radius.
<PAGE>
      The  objectives  of the joint  venture  are to improve  the quality of the
brewery's products,  improve the capacity of the brewery and increase the market
share of the brewery's  products.  In order to accomplish these objectives,  the
joint venture requires a substantial capital contribution from ACDC, the foreign
party to the joint venture. Under the joint venture agreement,  ACDC is required
to contribute  $2 million in cash and equipment to the joint venture  within six
months  after the joint  venture has been  approved  by the  Chinese  government
authorities.

      The Company  acquired  ACDC and the joint venture  interest  owned by ACDC
because the Company seeks to capitalize on the enormous Chinese consumer market.
The Chinese beer market is dominated by small,  local breweries which distribute
locally in their  province or region.  The Company  believes that if substantial
capital  contributions  are made to improve the quality of the beer  produced by
the Quidong  brewery and the efficiency of the production  process,  the brewery
can increase  its market  share and  revenues and thereby  increase the value of
ACDC's  investment in the joint  venture.  This belief is based upon an internal
business plan produced by the Chinese partner in the joint venture.

      However, ACDC's investment in the joint venture is also subject to several
risks  and   uncertainties.   The  most  prominent  risk  involves  the  capital
contributions  required to be made by ACDC. The joint venture agreement requires
ACDC to invest $2 million in United States  currency within six months after the
joint  venture  is  approved.  If ACDC  is  delinquent  in  making  any  capital
contributions required under the joint venture agreement, it is subject to a 10%
annual  interest  charge and further subject to a 0.5% penalty on all amounts in
default.  ACDC also risks losing its business  license (which would  effectively
terminate  its  ability to carry out the  purposes  of the joint  venture) if it
fails to make its required capital  contributions.  Accordingly,  the success of
ACDC is substantially dependent on its ability to raise the capital necessary to
meet its  commitments  under the joint venture.  ACDC does not have  substantial
assets aside from the joint  venture  interest  and will  therefore be dependent
upon the  Company  in  making  its  required  capital  contributions.  Given the
Company's  limited  cash  flow  and  history  of  operating  losses,  there is a
substantial  risk  that  ACDC  will  not be able to make the  scheduled  capital
contributions.  The Company intends to raise capital  primarily  through private
offerings  of its Common Stock or through  debt  financing,  and the Company can
provide no  assurances  that it will be able to generate  sufficient  capital in
this manner.  If ACDC and/or the Company are unable to raise this  capital,  the
Company's investment in ACDC will not succeed.

      During the second quarter of 1997, the Company  obtained a commitment from
an unaffiliated entity to provide the Company with debt capital in the amount of
$2 million.  The loan  agreement  required  the  Company to pay a $300,000  loan
processing fee. On July 7, 1997 and in order to pay the processing fee necessary
to secure the debt  financing,  the  Company  entered an  agreement  to obtain a
$300,000  letter of credit  from a company  known as Epimed,  Inc.  The  Company
issued 1,500,000 shares (or  approximately  41.7% of the total shares issued and
outstanding)  to Epimed to secure the Company's  repayment of proceeds  borrowed
from the letter of credit.  On July 11,  1997,  the  Company  became  aware that
Epimed had failed,  without cause,  to deliver the letter of credit as required.
The Company placed a stop transfer order on the shares of Common Stock issued to
secure the letter of credit, and is in the process of obtaining a court order to
cancel  those  shares.  However,  the 1.5 million  shares  have been  treated as
outstanding for purposes of disclosure on this Form 10-KSB. The Company has been
unable to otherwise  obtain the required loan  processing  fee and therefore has
been unable to secure the $2 million in debt financing. The Company is currently
seeking  alternative  means of financing the capital  contributions  required to
finance the Chinese joint venture.

      There  are  additional  risks  and  uncertainties   involved  with  ACDC's
investment in the Chinese joint venture.  A substantial  portion of the business
plan  prepared by the  Chinese  partner in the joint  venture is  premised  upon
projections  about how the  Chinese  consumer  market in  general,  and the beer
market in particular,  will develop in the future. Many of these projections are
based on  developments  in Hong Kong,  Japan and other markets.  There is a risk
that these projections will prove to be inaccurate,  that the market for beer in
the PRC will not  expand  and that the  revenues  to be  produced  by the Qidong
Brewery could fall substantially short of projections made in the business plan.
Another risk posed by the  investment  in the joint  venture  involves  currency
exchange rates which may nullify any  dividends,  profit sharing or other income
that ACDC realizes  through its  investment in the joint venture.  Finally,  the
joint venture is subject to political  risks caused by political  uncertainty in
the PRC and  relative  infancy of Western  investment  in  formerly  State-owned
Chinese companies.

      On April 10, 1997, the Company's board of directors authorized the Company
to effect a 1-for-30  reverse split of its issued and outstanding  Common Stock.
The reverse  split did not affect the  authorized  shares of Common  Stock.  All
fractional  shares of Common Stock were  rounded up to the nearest  whole share.
The Company  effected the reverse  split  because it believed that the number of
issued  and  outstanding  shares of Common  Stock was  disproportionately  large
compared to the Company's revenue, net income and net worth.
<PAGE>
      On September 2, 1997, the Company granted options to purchase Common Stock
to two of its officers and directors.  The Company granted an option to purchase
1 million shares of Common Stock to James Tilton, the Company's president, chief
executive  officer,  treasurer and director.  The Company  granted an additional
option to purchase 1 million shares of Common Stock to Jane Zheng, the Company's
secretary and director. The exercise price for each option was set at $0.31, the
bid price of the Common Stock on the date the options were granted.  The options
were  granted to  compensate  Mr.  Tilton  and Ms.  Zheng as a bonus and for the
services they perform as the Company's only employees.

      On September 25, 1997, the Company executed a Consulting  Agreement with a
company known as The Hayden Group,  Inc.  Pursuant to the Consulting  Agreement,
the Company will receive  consulting  services related to management,  marketing
and corporate  structure.  The  consultant was also retained to help the company
more  effectively   disseminate   corporate   information  to  the  public.   As
consideration  for the  services to be  performed,  the  Company  granted to the
consultant  options to purchase  600,000  shares of Common  Stock.  The exercise
prices for the options are as follows:  (i) 150,000 shares  exercisable at $0.15
per share;  (ii) 150,000 shares  exercisable  at $0.30 per share;  (iii) 150,000
shares  exercisable at $0.50 per share;  and (iv) 150,000 shares  exercisable at
$0.90 per share. All options are exercisable for a period of three years.

      On October 7, 1997,  the Company  executed a $160,000  promissory  note to
settle any and all potential  claims against the Company  stemming from an April
1996  offshore  offering  of the  Company's  Common  Stock  which had since been
rescinded.  The  promissory  note  bears  interest  a rate of 19.5% and  matures
October 19, 1998. The Company issued 767,742 shares of Common Stock to an escrow
agent to secure payment of principal and interest due on the note.

Results of Operations

      Due to the fact that Kohl applied for and received  bankruptcy  protection
in November  1996,  the financial  statements for Kohl have not been included in
the Company's audited financial statements for the year ended December 31, 1996.
The Company did not include  Kohl in its audited  financial  statements  for the
year  ended  December  31,  1995  because  of the  minimal  level of  operations
performed by Kohl  between  December 15, 1995 (the date Kohl was acquired by the
Company) and December 31, 1995.  Accordingly,  the Company recorded no operating
revenues for either 1996 or 1995. Since the Company did not record any operating
revenues  for either 1996 or 1995,  no costs of sales were  incurred  for either
year.

      The  Company  had a loss from  discontinued  operations  in the  amount of
$6,851,350  and  $652,508  for 1996 and  1995,  respectively.  The loss for 1996
resulted from the Company's decision to write off all of its investments in Kohl
and related goodwill.  The Company also wrote off patents on paper collators due
to its  inability to sell the patents.  The writeoff  resulted in  $2,170,833 in
amortization expenses,  which was recorded to loss from discontinued operations.
The  loss  for  1995  was  retroactively  restated  to  loss  from  discontinued
operations to reflect the Company's  decision to write off  investments  in Kohl
and the paper collator business.

Capital Resources and Liquidity

      During  1996,  the Company  issued  514,835  shares of its Common Stock to
compensate  its  employees,  directors and  consultants.  The Company issued the
Common Stock to these  individuals in lieu of cash salaries  because the Company
lacked the cash flow necessary to otherwise compensate them.

      The Company has also been dependent on offering  shares of Common Stock in
order to raise  capital.  Between  January  and April 1996,  the Company  issued
Common  Stock to ten  foreign  investors  pursuant  to  Regulation  S under  the
Securities Act of 1933. The investors  collectively  purchased 183,334 shares of
Common  Stock  in  exchange  for  $660,000  in cash.  The  Company  received  an
additional  $60,000 from exempt offerings to domestic  investors in exchange for
issuing 587 restricted shares of its Common Stock.
<PAGE>
      At the end of 1995,  the Company had net working  capital of $149,668.  On
December 31, 1996, the Company's  working capital  deficiency was $207,951.  The
increase in deficiency is primarily  attributable  to the Company's  outstanding
1996 payroll taxes.

      At the  end  of  1995,  the  Company  had a net  stockholders'  equity  of
$5,305,072. As of December 31, 1996, the Company's net stockholders' deficit was
$207,951.  The  major  reason  for  this  deficit  is the  Company's  loss  from
discontinued operations in the amount of $6,851,350.

--------------------------------------------------------------------------------
ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
--------------------------------------------------------------------------------

      See the audited  financial  statements  attached  hereto and  numbered F-1
through F-12.
<PAGE>
                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES

                        Consolidated Financial Statements

                                December 31, 1996
<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 - 9
<PAGE>
                          INDEPENDENT AUDITORS' REPORT



Board of Directors
OMAP Holdings Incorporated and Subsidiaries
Kew Gardens, New York


We have audited the  accompanying  consolidated  balance  sheet of OMAP Holdings
Incorporated   and  Subsidiaries  as  of  December  31,  1996  and  the  related
consolidated  statements of operations,  stockholders' equity (deficit) and cash
flows for the years ended December 31, 1996 and 1995. These 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  generally   accepted  auditing
standards.  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 OMAP
Holdings  Incorporated  and  Subsidiaries  as of  December  31,  1996,  and  the
consolidated  results  of their  operations  and their  cash flows for the years
ended  December  31,  1996 and  1995,  in  conformity  with  generally  accepted
accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As  discussed in Note 3 to the
consolidated  financial statements,  the Company has incurred significant losses
which have resulted in an accumulated  deficit,  raising substantial doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these  matters  are  also  described  in  Note  3.  The  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.



Jones, Jensen & Company
June 26, 1997

<PAGE>

                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
                           Consolidated Balance Sheet


                                     ASSETS


                                                                    December 31,
                                                                        1996

CURRENT ASSETS

  Cash and cash equivalents ....................................   $        146
  Other receivable - net (Note 1) ..............................        431,951
                                                                   ------------

     Total Current Assets ......................................        432,097

     TOTAL ASSETS ..............................................   $    432,097
                                                                   ============



                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES

  Accounts payable .............................................   $    145,646
  Accounts payable - related party .............................        380,459
  Payroll taxes payable ........................................        113,943
                                                                   ------------

     Total Current Liabilities .................................        640,048

     TOTAL LIABILITIES .........................................        640,048

COMMITMENTS AND CONTINGENCIES (Note 6)

STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock: 100,000,000 shares authorized
   of $0.001 par value, 38,945,760 shares issued
   and outstanding .............................................         38,946
  Additional paid-in capital ...................................     13,904,078
  Accumulated deficit ..........................................    (14,150,975)
                                                                   ------------

     Total Stockholders' Equity (Deficit) ......................       (207,951)

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) ......   $    432,097
                                                                   ============

                                      F-4
<PAGE>
                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
                      Consolidated Statements of Operations


                                                        For the Years Ended
                                                            December 31,
                                                      1996             1995

NET SALES ................................      $       --         $       --

COST OF SALES ............................              --                 --
                                                ------------       ------------

GROSS MARGIN .............................              --                 --

EXPENSES .................................              --                 --

LOSS FROM DISCONTINUED OPERATIONS ........         6,851,350            652,508
                                                ------------       ------------

NET (LOSS) ...............................      $ (6,851,350)      $   (652,508)
                                                ============       ============

NET (LOSS) PER SHARE .....................      $      (0.29)      $      (0.17)
                                                ============       ============

WEIGHTED AVERAGE NUMBER OF SHARES ........        23,633,452          3,944,800
                                                ============       ============


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

                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                                             OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
                                      Consolidated Statements of Stockholders' Equity (Deficit)
                                                     December 31, 1996 and 1995



                                                                                                                              Total
                                                                                  Additional    Currency               Stockholders'
                                                             Common Stock          Paid-in     Translation  Accumulated       Equity
                                                         Shares        Amount      Capital     Adjustment     Deficit      (Deficit)

<S>                                                       <C>       <C>        <C>            <C>        <C>            <C>         
Balance, December 31, 1994 .........................      825,469   $    825   $  6,593,880   $   --     $ (6,647,117)  $   (52,412)

Common Stock issued for
 services valued at an average
 of $0.27 per share ................................    1,458,909      1,459        390,889       --             --         392,348

Common Stock issued for patents
 and related technology valued at
 $3.00 per share ...................................      733,334        733      2,199,267       --             --       2,200,000

Common Stock issued for investments
 valued at $1.50 per share .........................      211,764        212        316,490       --             --         316,702

Common Stock issued for investments
 in subsidiaries valued at $0.15 per share .........   13,585,573     13,586      1,999,428       --             --       2,013,014

Common Stock issued for cash
 valued at $0.85 per share .........................    1,266,984      1,267      1,069,733       --             --       1,071,000

Cancellation of Common Stock .......................     (100,100)      (100)           (80)      --             --            (180)

Currency translation adjustment ....................         --         --             --       17,108           --          17,108

Net loss for the year ended
 December 31, 1995 .................................         --         --             --         --         (652,508)     (652,508)
                                                      -----------   --------   ------------   --------   ------------   -----------

Balance, December 31, 1995 .........................   17,981,933     17,982     12,569,607     17,108     (7,299,625)    5,305,072

Common Stock issued for services
 valued at approximately $0.04 per
 share .............................................   15,445,027     15,445        619,990       --             --         635,435

Common Stock issued for cash
 valued at approximately $0.13
 per share .........................................    5,517,584      5,518        714,482       --             --         720,000

Issuance of fractional shares ......................        1,216          1             (1)      --             --            --

Currency translation adjustment ....................         --         --             --      (17,108)          --         (17,108)

Net loss for the year ended
 December 31, 1996 .................................         --         --             --         --       (6,851,350)   (6,851,350)
                                                      -----------   --------   ------------   --------   ------------   -----------

Balance, December 31, 1996 .........................   38,945,760   $ 38,946   $ 13,904,078   $   --     $(14,150,975)  $  (207,951)
                                                      ===========   ========   ============   ========   ============   ===========


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

                                                                F-6
</TABLE>

<PAGE>

                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows


                                                          For the Years Ended
                                                              December 31,
                                                         1996             1995
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss) ................................   $(6,851,350)   $  (652,508)
Adjustments to Reconcile Net Income (Loss) to
  Net Cash Provided by Operating Activities:
  Amortization expense ...........................     2,170,833          4,168
  Loss of investment value .......................        10,000           --
  Loss on disposition of subsidiary ..............     3,200,000           --
  Common stock issued for services ...............       635,435        392,348
  Forgiveness of debt ............................       (26,861)        (1,390)
Changes in Assets and Liabilities:
  (Increase) decrease in accounts receivable .....      (426,702)      (623,104)
  (Increase) decrease in inventory ...............          --         (725,492)
  (Increase) decrease in prepaid expenses ........          --          (20,573)
   Increase (decrease) in accounts payable
    and accrued expenses .........................       (44,515)     1,849,339
   Increase (decrease) in notes payable
    - related parties ............................          --          515,748
                                                     -----------    -----------

     Net Cash Provided (Used) by
      Operating Activities .......................    (1,333,160)       738,536
                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of equipment ...........................          --       (1,076,315)
 Purchase of investments .........................       (10,000)      (110,000)
                                                     -----------    -----------

     Net Cash (Used) in Investing Activities .....   $   (10,000)   $(1,186,315)
                                                     -----------    -----------
<PAGE>
                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Continued)


                                                         For the Years Ended
                                                             December 31,
                                                          1996             1995
CASH FLOWS FROM FINANCING ACTIVITIES:

  Common stock issued for cash ....................    $  720,000     $1,071,000
                                                       ----------     ----------

     Net Cash Provided by Financing Activities ....       720,000      1,071,000
                                                       ----------     ----------

NET INCREASE (DECREASE) IN CASH ...................      (623,160)       623,221

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF YEAR ...............................       623,306             85
                                                       ----------     ----------

CASH AND CASH EQUIVALENTS AT
  END OF YEAR .....................................    $      146     $  623,306
                                                       ==========     ==========


SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES

     CASH PAID FOR:
       Interest ...................................    $     --       $       55
       Income taxes ...............................    $     --       $     --

NON-CASH FINANCING ACTIVITIES

  Common stock issued for
     patents and related technology ...............    $     --       $2,200,000
  Common stock issued for investments .............    $     --       $  316,702
  Common stock issued for
    acquisition of subsidiaries ...................    $     --       $2,013,014

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

                                      F-8
<PAGE>
                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1996 and 1995


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a. Organization

         The consolidated  financial  statements  include those of OMAP Holdings
         Incorporated and its wholly-owned subsidiaries OMAP International, Inc.
         (OII),   OMAP  S.A.  (OSA),   and   Establissements   R.  Kohl  (Kohl).
         Collectively, they are referred to herein as "the Company".

         OMAP Holdings Incorporated was incorporated under the laws of the State
         of Nevada on November 6, 1981 under the name of Logos Scientific,  Inc.
         to sell and  distribute  medical  diagnostic  instruments  and  related
         supplies.  Such  operations  of  the  Company  commenced  in  1982  and
         continued  through  December,  1991 at which time the  operations  were
         sold.  On  June  4,  1992,  the  Company  changed  its  name  to  Logos
         International,  Inc.  During 1992 and 1993,  new  operations  including
         those relating to art, printing,  automotive,  computers and consulting
         were carried on through subsidiaries. During 1993 all active operations
         were  terminated.  By the end of 1994  all of those  subsidiaries  were
         disposed of. The Company changed its name to OMAP Holdings Incorporated
         on October 23, 1995.  During 1995,  the Company  acquired  OII, OSA and
         Kohl. The Company was engaged (through its  subsidiaries) in investment
         activities relating to the acquisition and production of technology and
         the development of paper collators and other related industrial items.

         On November 7, 1995,  the Company  purchased OII by issuing  13,014,144
         shares  of  Common  Stock  in  exchange  for  100%  of the  issued  and
         outstanding  stock  of  OII.  Prior  to  the  acquisition,  OSA  was  a
         wholly-owned  subsidiary  of OII.  The  purchase of OII resulted in the
         creation of  goodwill of $80,540 in 1995 which has been  written off to
         loss from discontinued operations in 1996.

         OMAP  International,  Inc. (OII) was incorporated under the laws of the
         State of  Nevada  on  August  30,  1995 for the  purpose  of  acquiring
         existing  technology and patents  relating to the  development of paper
         collators.

         OMAP S.A. (OSA) was incorporated on November 23, 1993 under the laws of
         Belgium  for the  purpose  of  developing  technology  relating  to the
         construction  of  paper  collators.   OSA  had   substantially   ceased
         operations at the time of its acquisition by OII.

         On December 15, 1995, the Company  purchased Kohl for $3,000,000.  This
         $3,000,000  was  paid  by  issuing  571,429  restricted  shares  of the
         Company's  Common Stock which was valued at $3.50 per share at the time
         of issuance and by paying $1,000,000 in cash. The acquisition  resulted
         in the land and building  being  revalued to their fair market value of
         $2,018,036.  The purchase of Kohl  resulted in the creation of goodwill
         of  $517,138.  In  November,  1996,  the French  Administrator  of Kohl
         applied  for  and  received  bankruptcy   protection  from  the  French
         Government.  Kohl was subsequently  purchased by another French company
         in 1997.  The investment in Kohl and the goodwill have been written off
         to loss from discontinued operations.


                                      F-9
<PAGE>
                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1996 and 1995


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

         Establissements  R.  Kohl  (Kohl)  was  incorporated  under the laws of
         France on March 25, 1935. Kohl is in the business of manufacturing  and
         selling light fixtures,  heaters and other products.  In December 1995,
         Kohl began the production of patented  paper  collators.  However,  the
         sales of the paper collators never got started.

         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. Net (Loss) Per Share

         The  computations  of net (loss) per share of Common Stock are based on
         the weighted average number of shares outstanding.

         e. Principles of Consolidation

         The December 31, 1996 consolidated  financial  statements include those
         of OMAP Holdings Incorporated and its wholly-owned  subsidiaries,  OMAP
         International,   Inc.,  and  OMAP  S.A.  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. Concentrations of Risk

         Other Receivable

         Credit  losses,  if  any,  have  been  provided  for in  the  financial
         statements and are based on  management's  expectations.  The Company's
         other  receivable  was used to pay the  related  party note  payable in
         February, 1997.


                                      F-10
<PAGE>
                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1996 and 1995


NOTE 2 - PATENTS AND RELATED TECHNOLOGY

         Patents and related  technology  at December 31, 1996  consisted of the
         following:

             Patents and related technology         $      2,200,000
             Less accumulated amortization                (2,200,000)
                                                     ----------------

             Patents and related technology - net   $   -
                                                    = ===

         The  patents  and  related   technology  have  been  fully   amortized.
         Amortization   expense  for  the  year  ended  December  31,  1996  was
         $2,170,833 and is included in loss from  discontinued  operations (Note
         4).

NOTE 3 - GOING CONCERN

         The Company's  consolidated  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.   The  Company  has
         historically  incurred  significant  losses  which have  resulted in an
         accumulated  deficit of  $14,150,975  at December 31, 1996 which raises
         substantial  doubt about the  Company's  ability to continue as a going
         concern.  The  accompanying  consolidated  financial  statements do not
         include   any   adjustments   relating   to  the   recoverability   and
         classification   of  asset   carrying   amounts   or  the   amount  and
         classification  of  liabilities  that might  result from the outcome of
         this  uncertainty.  It is the intent of management to create additional
         selling  avenues  through food and beverage  operations in China and to
         rely  upon   additional   equity   financing  if  required  to  sustain
         operations.

NOTE 4 - COMMON STOCK ISSUED FOR PATENTS AND RELATED TECHNOLOGY

         On September 29, 1995, OMAP International,  Inc. acquired the patent to
         a paper collator by issuing 400,000 shares of the Company's  restricted
         common stock at $3.00 per share.

         On December 15, 1995, the Company acquired the rights to technology for
         a paper collator by issuing  333,334 shares of restricted  common stock
         at $3.00 per share.

NOTE 5 - INCOME TAXES

         The Company  accounts  for income  taxes under  Statement  of Financial
         Accounting  Standards No.109,  "Accounting for Income Taxes" (FAS 109),
         which  requires use of the asset and liability  method for  calculating
         deferred income taxes.

         For federal  income tax purposes,  the Company has net  operating  loss
         carryforwards  of  approximately  $11,144,998.  The net operating  loss
         carryforwards will expire between the years 2007 and 2011. Use of these
         loss  carryforwards  may be limited  due to changes  in  ownership  and
         changes in the type of business operations.

         Due to a history of losses,  the  Company's  deferred tax asset for the
         benefit of the loss  carryovers has been reserved 100%,  thus resulting
         in a net deferred tax asset of zero at December 31, 1996.


                                      F-11
<PAGE>
                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1996 and 1995


NOTE 6 - COMMITMENTS AND CONTINGENCIES

         The Company may be liable for certain  payroll and other taxes relating
         to the disposition of its  subsidiaries.  The estimated amount could be
         as much as $114,000 if the Company is forced to pay the  obligations of
         the subsidiaries which were disposed of in 1994.

         In 1995, the Company  acquired OMAP S.A. which the Company believes had
         substantially ceased operations at the time of acquisition. In February
         1996,  OMAP S.A. filed for bankruptcy.  Management  believes that there
         are no claims from  creditors  which are pending or threatened  against
         OMAP S.A.;  however,  no assurance  can be made until the local Belgium
         authorities release the Company from all claims.

         Since 1994,  Canton Financial  Services Corp.  ("CFS") has provided the
         Company with various business consulting services, including assistance
         in raising capital,  finding new business opportunities,  and preparing
         agreements,  documents,  and  filings  required by the  Securities  and
         Exchange  Commission.  On  April  1,  1996,  the  Company  renewed  its
         Consulting  Agreement with CFS. According to the Consulting  Agreement,
         the  Company  pays CFS a monthly  fee of the  greater of $20,000 or the
         actual fee for services rendered by CFS's professional staff based on a
         predetermined  hourly  rate.  The  Company has the option of paying the
         consulting  fee either in cash or through the  issuance  of  restricted
         shares of its Common Stock.  For purposes of the Consulting  Agreement,
         restricted shares of the Company's Common stock are valued at the lower
         of : (a) one half the closing bid price of the  Company's  free trading
         common  stock  on the last day of the  month  in  which  services  were
         provided,  or (b) one half the closing bid price of the Company's  free
         trading common stock on the day when the shares are actually issued.

NOTE 7 - SUBSEQUENT EVENT

         On March 14, 1997, the Company issued  20,000,000  shares of its common
         stock,  $0.001 par value, to Dizon Investments  Limited for 100% of the
         issued  and   outstanding   shares  of   American   China   Development
         Corporation,  a Bahamian  corporation.  The 20,000,000 shares of common
         stock are not registered. American China Development Corporation is the
         owner of 60% of a certain  joint  venture in the  Peoples  Republic  of
         China,  more  specifically,  a Brewery located in Qidong city,  Jiangsu
         province,  known as Nantong  Aitesi Beer  Company  Ltd.  James  Tilton,
         President of the Company, was an officer and director of American China
         Development Corporation until December 1995.

         On April 7,  1997,  the  Company  changed  its name from OMAP  Holdings
         Incorporated to China Food and Beverage Company.

         Effective on April 15, 1997, the Company reverse split its common stock
         pursuant so that 1 new share of common stock will be issued in exchange
         for 30 old shares of common stock.


                                      F-12
<PAGE>
--------------------------------------------------------------------------------
ITEM 8.   CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE
--------------------------------------------------------------------------------

      On December 30, 1995, the Company  received a notice of  resignation  from
its independent auditor Smith & Company. The Company filed a Form 8-K on January
5, 1996 to disclose this  occurrence.  There were no  disagreements  between the
Company and its auditor regarding  accounting  principles,  financial  statement
disclosure, or auditing scope either before or at the time of resignation. Smith
& Company resigned because, as a small accounting firm, it would have difficulty
auditing the Company's newly acquired foreign operations.

      Smith & Company's  report on the financial  statements  for 1994 contained
neither an adverse  opinion nor a disclaimer  of opinion.  The reports were also
unmodified as to uncertainty,  audit scope, and accounting principles.  However,
the financial  statements  included in the Company's  annual report on Form 10-K
for the year ended December 31, 1994 included a single sentence expressing Smith
& Company's doubt as the Company's ability to continue as a going concern.
This doubt was based on the Company's  losses from  operations  and its need for
working capital.

      On May 17, 1996, the Company retained Jones, Jensen & Company to audit the
Company's financial  statements for the fiscal years ended December 31, 1995 and
December 31, 1996. There were no  consultations  between the Company and the new
auditor concerning the application of accounting principles,  disagreements with
the former  auditor,  or any of the other items  specified in Item  304(a)(2) of
Regulation S-B under the Securities Exchange Act of 1934.

                                    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 Tilton         35        President, Chief Executive Officer,
                                     Treasurer, Director

      Jane Zheng           33        Secretary, Director

      Stanley Merdinger    54        Director

      Kitty Chow           54        Director

      James  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.  Mr. Tilton is also a director of Tianrong Building Material
Holdings, Ltd., a Utah corporation.

      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 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, and serves as a director of Tianrong
Building Material Holdings, Ltd., a Utah corporation.
<PAGE>
<TABLE>
<CAPTION>

      Stanley  Merdinger  was  appointed as a director of the Company in January
1997. Over the past five years, Mr.  Merdinger has been extensively  involved in
international finance and consulting.

      Kitty Chow was  appointed as a director of the Company in September  1997.
From 1989 through 1990,  Ms. Chow was the vice  president of First  Westminister
Mortgage  Bank.  From 1991  through  1997,  Ms. Chow was the vice  president  at
American Chinese Broadcast Corp., T&L Advantage Corp., and Provident  Consulting
Corp.,  was president of Yen Ting Consulting  Corp.,  and was a director of both
U.S.A. University Council and ACC Jin Tai Industrial Group.

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, 1996, 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 Tilton, the current chief executive officer,  earned or received
annual compensation exceeding $100,000.

                           SUMMARY COMPENSATION TABLE

                                Annual Compensation Awards         Long Term Compensation

Name and Principal Position   Year    Salary($)   Bonus($)     Other      Restricted     Options/     LTIP    Other
                                                              Annual        Stock           SARs(#)    Payout
                                                              Comp.        Awards
--------------------------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>            <C>         <C>        <C>             <C>        <C>        <C>
James Tilton,                 1996     31,200        -0-         -0-         101,580        -0-        -0-        -0-
President and Chief           1995     60,000        -0-         -0-           -0-          -0-        -0-        -0-
Executive Officer

Richard Surber,
Former President and Chief    1995       -0-         -0-         -0-           -0-          -0-        -0-        -0-
Executive Officer             1994       -0-         -0-         -0-           -0-          -0-        -0-        -0-

</TABLE>

          This dollar figure represents 240,000 shares of Common Stock that were
issued to Mr.  Tilton on November  16,  1996 as  compensation  for Mr.  Tilton's
services as the  Company's  director the 1996 fiscal year.  Each of these shares
was  valued at $0.13,  representing  the  average of the  closing  bid and asked
prices for the Common Stock on the day the  corporation  approved this issuance.
The shares were registered  pursuant to a Form S-8 Registration  Statement filed
by the Company on November 18, 1996.  This dollar figure  represents six million
shares of Common Stock that were issued to Mr. Tilton on December 9, 1996. These
shares were issued to Mr. Tilton as  compensation  for his services as president
and chief  executive  officer and were issued in lieu of the $60,000 cash salary
to which Mr. Tilton was entitled under his Employment Agreement with the Company
(see below).  The shares were restricted  pursuant to Rule 144 promulgated under
the Securities Act of 1933.
<PAGE>
<TABLE>
<CAPTION>

          The Company has  compensated  its  directors by issuing them shares of
Common  Stock  registered  pursuant to a Form S-8  registration  statement.  The
number of shares  issued to directors as  compensation  for services is based on
the time and effort  expended by the  directors  during the year,  as determined
from time to time by the Company's  board of directors,  and is not evidenced by
any written  compensation  plan.  For 1996, the Company issued 240,000 shares of
Common Stock to James  Tilton and an  additional  390,000  shares to Jane Zheng.
Based on the  average  bid and ask  prices on the days when  these  shares  were
issued,   the  Company   valued  the  issued  shares  at  $31,200  and  $19,500,
respectively.

          The Company has an Employment  Agreement,  effective October 23, 1995,
with James Tilton,  its president and chief executive  officer.  Pursuant to the
Agreement, Mr. Tilton received an initial salary of $60,000, subject to periodic
review and  adjustment  by the board of  directors.  The  Company  also pays the
healthinsurance  premiums of Mr.  Tilton and his  dependents.  The Agreement was
initially for a term of one year,  but has been renewed for an additional  year.
On December 9, 1997,  the Company issued Mr. Tilton six million shares of Common
Stock (see the table directly above) in lieu of his cash salary.


--------------------------------------------------------------------------------
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 October 6, 1997 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  3,598,243
shares of Common Stock outstanding on October 6, 1997.

                                              Name and Address              Amount and Nature of     Percentage of
          Title of Class                    of Beneficial Owner             Beneficial Ownership         Class
          --------------                    -------------------             --------------------         -----
<S>                                       <C>                                     <C>                     <C> 
   Common Stock Par Value $0.001              ADS Group, Ltd.                     341,786                 9.4%
                                           18 ST. Georges Street
                                         Douglas, Isle of Man IM11PC

   Common Stock Par Value $0.001            Jane Zheng, Director                  425,355                11.8%
                                            82-66 Austin Street
                                           Kew Gardens, NY 11415

   Common Stock Par Value $0.001           James Tilton, Director                 425,355                11.8%
                                            82-66 Austin Street
                                           Kew Gardens, NY 11415

   Common Stock Par Value $0.001                Epimed, Inc.                     1,500,000               41.7%

   Common Stock Par Value $0.001           Dizon Investments Ltd.                 666,667                18.5%

   Common Stock Par Value $0.001     Directors and Officers as a Group            425,355                11.8%
</TABLE>

  The number provided in the table includes 18,404 shares registered in the name
of ZJ,  Incorporated,  a  Delaware  corporation  of which Ms.  Zheng is the sole
officer,  director and  shareholder.  Also includes  221,033 shares deemed to be
beneficially  owned by James Tilton.  These shares are included by virtue of Ms.
Zheng's  marriage  to  Mr.  Tilton.  However,  Ms.  Zheng  disclaims  beneficial
ownership of the shares owned by Mr. Tilton.

  The number provided in the table includes 21,033 shares registered in the name
of ATJ,  Incorporated,  a Delaware  corporation  of which Mr. Tilton is the sole
officer,  director and  shareholder.  Also includes  204,322 shares deemed to be
beneficially  owned by Jane Zheng.  These  shares are  included by virtue of Mr.
Tilton's  marriage  to Ms.  Zheng.  However,  Mr.  Tilton  disclaims  beneficial
ownership of the shares owned by Ms. Zheng.

  These shares were issued by the Company as security  for a $300,000  letter of
credit which Epimed, Inc. was contractually obligated to deliver to the Company.
Epimed breached its commitment to deliver the letter of credit.  The Company has
placed a stop transfer  order on the 1.5 million shares and is in the process of
obtaining a court order to cancel the shares.  For purposes of this Form 10-KSB,
however, the 1.5 million shares are treated as issued and outstanding.  For more
information  on this  transaction,  see "Item 6 -  Management's  Discussion  and
Analysis of Financial Condition and Results of Operations."
--------------------------


          On September 2, 1997, the Company  granted  options to purchase Common
Stock to two of its officers  and  directors.  The Company  granted an option to
purchase  1 million  shares  of  Common  Stock to James  Tilton,  the  Company's
president,  chief executive officer, treasurer and director. The Company granted
an additional option to purchase 1 million shares of Common Stock to Jane Zheng,
the Company's secretary and director. The exercise price for each option was set
at  $0.31,  the bid  price of the  Common  Stock on the  date the  options  were
granted.  The options were granted to  compensate  Mr. Tilton and Ms. Zheng as a
bonus and for the services they perform as the Company's only employees.

Changes in Control

          The  Company  knows of no  arrangements  or  understandings  which may
result in a future change in control of the Company.

--------------------------------------------------------------------------------
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------------------------------

          On December 20, 1995, the Company entered into separate Stock Exchange
Agreements with BRIA  Communications  Corporation,  Tianrong  Building  Material
Holdings,  Inc.  ("TBMH")  and  Eurotronics  Holdings,  Inc.  Pursuant  to these
Agreements,  the  Company  acquired a quantity of common  stock in each  company
equivalent to $300,000 divided by the average bid and asked prices for the stock
of each  company on the date of  issuance.  In return,  the Company  issued each
public entity a quantity of Common Stock  equivalent to $300,000  divided by the
average bid and asked prices for the Common Stock on the date of issuance. James
Tilton,  Aster De  Schrijver,  and Jane Zheng were the  Company's  officers  and
directors  when  these  transactions  occurred.  At the same  time,  Tilton,  De
Schrijver,  and Zheng also served as officers and directors of BRIA,  TBMH,  and
Eurotronics.  Accordingly,  these Stock  Exchange  Agreements  may not have been
negotiated at arm's length.

          In its  financial  statements  for the fiscal year ended  December 31,
1995,  the Company  booked the value of the BRIA common stock at  $114,814,  the
value of the TBMH common  stock at  $100,000,  and the value of the  Eurotronics
common  stock at  $101,886.  The  adjustment  to the  value of these  investment
securities accounts for the fact that all shares acquired by the Company through
the three Stock Exchange  Agreements were restricted  pursuant to Rule 144 under
the Securities Act of 1933.

          Subsequent  to the Stock  Exchange  Agreements,  the Company  acquired
additional  shares  of  common  stock  in  BRIA  and  Eurotronics  through  cash
transactions.  On December  31, 1995,  the Company  acquired  290,323  shares of
BRIA's  common stock in exchange for  $90,000,  or $0.31 per share.  On the same
day,  the  Company  acquired  111,111  shares of  Eurotronic's  common  stock in
exchange for $20,000, or $0.18 per share. The shares acquired through these cash
transactions were also restricted pursuant to Rule 144.
<PAGE>
--------------------------------------------------------------------------------
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------------


          (a)  Index to Exhibits.  Exhibits  required to be attached by Item 601
               of Regulation  S-B are listed in the Index to Exhibits  beginning
               on page 18 of this Form 10-KSB,  which is incorporated  herein by
               this reference.

          (b)  Reports on Form 8-K. The Company did not make any filings on Form
               8-K during the fourth quarter of the fiscal year ending  December
               31,  1996.  On May 23, 1997 and  subsequent  to fiscal year ended
               December 31, 1996,  the Company filed a Form 8-K  disclosing  the
               bankruptcy  sale of its  former  subsidiary,  Establissements  R.
               Kohl,  and the sale of 100,000 shares of Common Stock pursuant to
               Regulation S.
<PAGE>
                                   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 17th day of October 1997.

      China Food and Beverage Company

        /s/James Tilton
        -----------------------
        James 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 Tilton          President, Chief Executive Officer,  October 17, 1997
 ----------------          Treasurer and Director
  James Tilton


  /s/Jane Zheng            Secretary and Director               October 17, 1997
  ------------
  Jane Zheng


/s/Stanley Merdinger       Director                             October 17, 1997
--------------------
  Stanley Merdinger

<PAGE>
                                INDEX TO EXHIBITS

EXHIBIT NO.      PAGE NUMBER    DESCRIPTION 


3(i)                ***        The  Company's  Articles  of  Incorporation,   as
                               restated   to  reflect   the   October  30,  1995
                               Certificate  of  Articles  of  Amendment  to  the
                               Company's Articles of Incorporation.

3(ii)               ***        Certificate  of  Articles  of  Amendment  to  the
                               Company's  Articles  of  Incorporation,  attached
                               hereto as Exhibit 3(ii).

3(iii)              *          The  Company's  Bylaws,  filed as Exhibit 3(b) to
                               Registrant's Annual Report on Form 10-KSB for the
                               fiscal year ended December 31, 1992.

4(i)                *          Form of certificate  evidencing  shares of Common
                               Stock, filed as Exhibit 4 to Registrant's  Annual
                               Report on Form  10-KSB for the fiscal  year ended
                               December 31, 1992.

                               MATERIAL CONTRACTS

10(i)(a)            **         Agreement  and  Plan  of  Exchange   between  the
                               Company  and  OMAP  International   Incorporated,
                               dated October 23, 1995,  filed as Exhibit 2(a) to
                               Registrant's  Current Report on Form 8-K on April
                               22, 1996.

10(i)(b)            **         Agreement for  Acquisition  of Assets between the
                               Company and Otto  Barenthin,  dated  December 15,
                               1995,  filed  as  Exhibit  2(b)  to  Registrant's
                               Current Report on Form 8-K on April 22, 1996.

10(i)(c)            **         Contract  of  Transfer  and  Exchange  of  Shares
                               between the Company,  Maurice Van Gysel and Jacky
                               Caille, dated December 15, 1995, filed as Exhibit
                               2(c) to  Registrant's  Current Report on Form 8-K
                               on April 22, 1996.

10(i)(d)            ***        Stock Exchange  Agreement between the Company and
                               BRIA Communications  Corporation,  dated December
                               20, 1995, attached hereto as Exhibit 10(i)(v).

10(i)(e)            ***        Stock Exchange  Agreement between the Company and
                               Tianrong Building Material Holdings,  Ltd., dated
                               December  20,  1995,  attached  hereto as Exhibit
                               10(i)(w).

10(i)(f)            ***        Stock Exchange  Agreement between the Company and
                               Eurotronics Holdings Incorporated, dated December
                               20, 1995, attached hereto as Exhibit 10(i)(x).

10(i)(g)            21         Agreement   between   the   Company   and   Dizon
                               Investments Limited, dated March 15, 1997.

10(i)(h)            23         Consulting  Agreement between the Company and The
                               Hayden Group, dated September 25, 1997.

10(i)(i)            28         Joint   Venture   Contract  of   American   China
                               Development Corporation, dated November 11, 1997.

10(ii)(a)           ***        Consulting  Agreement  between  the  Company  and
                               Aster  De  Schrijver,  dated  October  23,  1995,
                               attached hereto as Exhibit 10(ii)(a).

10(ii)(b)           ***        Employment  Agreement  between  the  Company  and
                               James Tilton,  dated  October 23, 1995,  attached
                               hereto as Exhibit 10(ii)(b).

10(ii)(c)           ***        Employment Agreement between the Company and Jane
                               Zheng, dated October 23, 1995, attached hereto as
                               Exhibit 10(ii)(c)

                    *          Incorporated   herein  by   reference   from  the
                               Company's  Form  10-KSB  for  fiscal  year  ended
                               December 31, 1992.

                    **         Incorporated   herein  by   reference   from  the
                               Company's  Form 8-K filed with the  Commission on
                               April 22, 1996.

                    ***        Incorporated   herein  by   reference   from  the
                               Company's  Form  10-KSB  for  fiscal  year  ended
                               December 31, 1995.