As filed with the Securities and Exchange Commission on July 6, 1998,
Commission File No. 0-11734

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                          CHINA FOOD & BEVERAGE COMPANY
             (Exact name of registrant as specified in its charter)

         NEVADA                                                  87-0548148
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)

                8 West 38th Street, 9th Floor, New York, NY  10018
               (Address of principal executive offices)   (Zip Code)

                                   Copies to:

                             JAMES TILTON, PRESIDENT
                               82-66 AUSTIN STREET
                           KEW GARDENS, NEW YORK 11415
                                 (718) 847-1531


<PAGE>

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
Title of        Amount       Proposed            Proposed           Amount
Securities to   to be        Maximum Offering    Maximum Aggregate  Registration
be registered   Registered   Price Per Share(1)  Offering Price(1)  Fee
--------------------------------------------------------------------------------
Common Stock,   50,000       $.35                $17,500            $5.50
$.001 par       Shares
value per share
--------------------------------------------------------------------------------
(1)   Estimated  solely  for  the  purpose  of  calculating  the  amount  of the
      registration fee on the basis of the average of the high and low prices of
      the Common Stock reported on NASD's  Electronic  Bulletin Board on July 6,
      1998.


                                        2

<PAGE>

                                     PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of documents by reference.

      These are hereby  incorporated  by reference the  following  documents and
information heretofore filed with the Securities and Exchange Commission:

      (a)   The  Registrant's  Annual  Report on Form  10-KSB for the year ended
            December 31, 1997, filed pursuant to Section 13(a) of the Securities
            Exchange  Act of 1934  (the  "Exchange  Act")  and  the  Registrants
            Quarterly  Report on Form  10-QSB for the periods  ending  March 31,
            1998.

      (b)   The description of the  Registrant's  common stock,  $.001 par value
            per share ("Common Stock"), to be offered hereby is contained in the
            Registrant's  Annual  Report  on  Form  10-KSB  for the  year  ended
            December 31, 1997, filed pursuant to Section 13(a) of the Securities
            Exchange Act of 1934.

      All documents  subsequently  filed by the  Registrant  pursuant to Section
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference into this  registration  statement and to be a
part hereof from the date of the filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

      The  By-laws of the  Registrant,  in Article XI  thereof,  provide for the
indemnification   of  the   Registrant's   Directors  and  Officers  in  certain
circumstances as follows:

      1.    GENERALLY

            Each person who was or is made a party or is threatened to be made a
            party  to  or  is  otherwise   involved  in  any  action,   suit  or
            proceedings,    whether   civil,    criminal,    administrative   or
            investigative (hereinafter a "proceeding"), by reason


                                        3

<PAGE>

            of the fact that he or his  testator  or  intestate  (a) is or was a
            director or officer of the  Corporation  or (b) is or was a director
            or officer of the Corporation who serves or served, in any capacity,
            any other corporation,  partnership,  joint venture, trust, employee
            benefit plan or other  enterprise at the request of the  Corporation
            (hereinafter an "Indemnity"), shall be indemnified and held harmless
            by  the  Corporation   against  all  expense,   liability  and  loss
            [including  ERISA  excise  tax  or  penalties,   judgments,   fines,
            penalties,  amounts paid in  settlement  (provided  the  Corporation
            shall have given its prior consent to such settlement, which consent
            shall not be unreasonably  withheld by it) and reasonable  expenses,
            including attorneys' fees] suffered or incurred by such Indemnity in
            connection therewith and such  indemnification  shall continue as to
            an  Indemnity  who has ceased to be a director  or officer and shall
            inure to the  benefit  of the  Indemnities  heirs  and  fiduciaries;
            provided,  however,  that  no  indemnification  may be made to or on
            behalf of any director or officer if his acts were  committed in bad
            faith or were the result of any active and deliberate dishonesty and
            were  material to the cause of action so  adjudicated  or  otherwise
            disposed of, or he personally  gained in fact a financial  profit or
            other   advantage   to   which   he  was   not   legally   entitled.
            Not-withstanding the foregoing,  except as contemplated by Section 3
            hereof,  the  Corporation  shall  indemnify  any such  Indemnity  in
            connection  with a proceeding  (or part  thereof)  initiated by such
            Indemnity  only if such  proceeding (or part thereof) was authorized
            by the Board of Directors of the Corporation.

      2.    ADVANCEMENT OF EXPENSES

            All expenses  reasonably incurred by an Indemnity in connection with
            a  threatened  or actual  proceeding  with respect to which any such
            Indemnity  is or may  be  entitled  to  indemnification  under  this
            Article  shall be  advanced  to him or  promptly  reimbursed  by the
            Corporation in advance of the final  disposition of such proceeding,
            upon receipt of an  undertaking by him or on his behalf to repay the
            amount of such advances,  if any, as to which he is ultimately found
            not to be entitled to indemnification  or, where  indemnification is
            granted,  to the extent such advances exceed the  indemnification to
            which he is entitled. Such person shall cooperate in good faith with
            any request by the  Corporation  that common  counsel be used by the
            parties to an action or proceeding who are similarly situated unless
            to do so  would  be  inappropriate  due to an  actual  or  potential
            conflict of interest.

      3.    PROCEDURE FOR INDEMNIFICATION

            (a)   Not later than thirty (30) days following final disposition of
                  a  proceeding  with  respect  to  which  the  Corporation  has
                  received  written request by an Indemnity for  indemnification
                  pursuant  to this  Article or with  respect to which there has
                  been an advancement of expenses  pursuant to Section 2 of this
                  Article,  if such  indemnification  has not been  ordered by a
                  court,  of the Board of Directors  shall meet and find whether
                  the Indemnity met


                                        4

<PAGE>

                  the  standard  of  conduct  set  forth  in  Section  1 of this
                  Article,  and, if it finds that he did, or to the extent it so
                  finds, shall authorize such indemnification.

            (b)   Such  standard  shall be found to have been met  unless  (i) a
                  judgment or other final adjudication  adverse to the Indemnity
                  established  that the standard of conduct set forth in Section
                  1 of this Article was not met, or (ii) if the  proceeding  was
                  disposed   of  other   than  by   judgment   or  other   final
                  adjudication,  the Board finds in good faith  that,  if it had
                  been disposed of by judgment or other final adjudication, such
                  judgment or other final  adjudication  would have been adverse
                  to the  Indemnity  and would  have been  established  that the
                  standard of conduct set forth in Section 1 of this Article was
                  not met.

            (c)   If the  Board  fails or is  unable  to make the  determination
                  called  for  by  paragraph  (a)  of  this  Section  3,  or  if
                  indemnification  is denied, in whole or in part, because of an
                  adverse  finding by the Board,  or because the Board  believes
                  the  expenses  for which  indemnification  is  requested to be
                  unreasonable,  such action, inaction or inability of the Board
                  shall in no way affect the right of the Indemnify to make such
                  application  therefore in any court have jurisdiction thereof.
                  In such action or  proceeding,  or in any suit  brought by the
                  Corporation to recover an advancement of expenses  pursuant to
                  the terms of an  undertaking,  the issue  shall be whether the
                  Indemnity  met the  standard of conduct set forth in Section 1
                  of this Article,  or whether the expenses were reasonable,  as
                  the case may be (not  whether  the  finding  of the Board with
                  respect  thereto was correct).  If the judgment or other final
                  adjudication in such action or proceeding establishes that the
                  Indemnity  met the  standard  set  forth in  Section 1 of this
                  Article, or that the disallowed  expenses were reasonable,  or
                  to the  extent  that it does,  the Board  shall then find such
                  standard to have been met or the  expenses  to be  reasonable,
                  and shall grant such indemnification,  and shall also grant to
                  the Indemnity  indemnification of the expenses incurred by him
                  in connection  with the action or proceeding  resulting in the
                  judgment or other  final  adjudication  that such  standard of
                  conduct was met,  or if  pursuant to such court  determination
                  such  person  is  entitled  to less  than the full  amount  of
                  indemnification denied by the Corporation, the portion of such
                  expenses  proportionate to the amount of such  indemnification
                  so  awarded.  Neither  the  failure  of the Board to have made
                  timely a determination  prior to the commencement of such suit
                  that  indemnification  of  the  Indemnity  is  proper  in  the
                  circumstances  because the  Indemnity  has met the  applicable
                  standard  of  conduct  set forth in  Section  1, nor an actual
                  determination by the Board that the Indemnity has not met such
                  applicable  standard of conduct,  shall  cerate a  presumption
                  that the  Indemnity  has not met the  applicable  standard  of
                  conduct. In any


                                        5

<PAGE>

                  suite   brought  by  the  Indemnity  to  enforce  a  right  to
                  indemnification,   or  by  the   Corporation   to  receive  an
                  advancement   of   expenses   pursuant  to  the  terms  of  an
                  undertaking,  the burden of proving that the  Indemnity is not
                  entitled to indemnification,  under this Article or otherwise,
                  shall be on the Corporation.

            (d)   A finding  by the Board  pursuant  to this  Section 3 that the
                  standard of conduct set forth in Section 1 of this Article has
                  been met shall mean a finding of the Board or  shareholders as
                  provided by law.

      4.    CONTRACTUAL ARTICLE

            The rights conferred by this Article are contract rights which shall
            not be  abrogated  by any  amendment  or repeal of this Article with
            respect to events  occurring  prior to such  amendment or repeal and
            shall,  to the fullest  extent  permitted by law, be  retroactive to
            events occurring prior to the adoption of this Article. No amendment
            of the Business Corporate Law, insofar as it reduced the permissible
            extent of the right of  indemnification  of an Indemnity  under this
            Article,  shall be  effective  as to such person with respect to any
            event, act or omission occurring or allegedly occurring prior to the
            effective  date if such  amendment  irrespective  of the date of any
            claim or legal  action in respect  thereto.  This  Article  shall be
            binding  on  any  successor  to  the   Corporation,   including  any
            corporation or other entity which acquires all or substantially  all
            of the Corporation's assets.

      5.    NON-EXCLUSIVITY

            The  indemnification  provided by this  Article  shall not be deemed
            exclusive of any other rights to which any person covered hereby may
            be entitled other than pursuant to this Article.  The Corporation is
            authorized to enter into agreements  with any such person  providing
            rights to  indemnification or advancement of expenses in addition to
            the  provisions  therefore in this  Article,  and the  Corporation's
            shareholders  and its Board of Directors are authorized to adopt, in
            their  discretion,  resolutions  providing  any such person with any
            such rights.

      6.    INSURANCE

            The Corporation may maintain  insurance,  at its expense, to protect
            itself  and  any  director,   officer,  employee  or  agent  of  the
            Corporation  or another  corporation,  partnership,  joint  venture,
            trust or other  enterprise  against any expense,  liability or loss,
            whether or not the  Corporation  would  have the power to  indemnify
            such  person  against  such  expense,  liability  or loss under this
            Article or applicable law.


                                        6

<PAGE>

      7.    INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION

            The Corporation  may, to the extent  authorized from time to time by
            the Board of  Directors,  grant  rights to  indemnification  and the
            advancement of expenses to any employee or agent of the  Corporation
            with the same  scope  and  effect as  provided  in this  Article  to
            directors and officers of the Corporation.

            Insofar  as  indemnification   for  liabilities  arising  under  the
            Securities  Act  of  1933  (the  "1933  Act")  may be  permitted  to
            directors,  officers or persons  controlling the Registrant pursuant
            to the foregoing  provisions,  the Registrant has been informed that
            in the  opinion of the  Securities  and  Exchange  Commission,  such
            indemnification  is against  public  policy as expressed in the 1933
            Act and is, therefore, unenforceable.

Item 7.     Exemption from Registration Claimed.

            Not applicable

Item 8.     Exhibits.

      (a)   Exhibits. The following Exhibits are filed herewith:

            Exhibit Number      Description of Document

            5.1                 Opinion of Herbert M.  Jacobi,  Esq.,  regarding
                                the legality of the securities  being registered
                                under this Registration Statement.

            24.1                Consent of Herbert M.  Jacobi,  counsel  for the
                                Registrant  (set forth in the opinion of counsel
                                included as Exhibit 5.1).

            24.2                Consent  of  Jones  Jensen  &  Co.,  independent
                                public accountants for the Registrant.

Item 9.     Undertakings

      The undersigned Registrant hereby undertakes:

      (1)   To file,  during any period in which offers or sales are being made,
            a post-effective amendment to this Registration Statement to include
            material  information  with respect to the plan of distribution  not
            previously  disclosed in the Registration  Statement or any material
            change to such information in the Registration Statement; and


                                        7

<PAGE>

      (2)   That,  for the  purpose  of  determining  any  liability  under  the
            Securities  Act of 1933 (the "1933 Act"),  each such  post-effective
            amendment  shall  be  deemed  to  be a  new  registration  statement
            relating to the securities offered therein, and the offering of such
            securities  at that time shall be deemed to be the initial bona fide
            offering thereof; and

      (3)   To remove from  registration by means of a post-effective  amendment
            any of the securities  being  registered  which remain unsold at the
            termination of the offering.

            The undersigned  registrant  hereby undertakes that, for purposes of
            determining  any  liability  under the 1933 Act,  each filing of the
            registrant's  annual  report  pursuant  to section  13(g) or section
            15(d) of the Exchange Act that is  incorporated  by reference in the
            registration  statement  shall be  deemed  to be a new  registration
            statement  relating  to the  securities  offered  therein,  and  the
            offering of such  securities  at that time shall be deemed to be the
            initial bona fide offering thereof.

            Insofar as  indemnification  for liabilities  arising under the 1933
            Act may be permitted to officers,  directors and controlling persons
            of the Company,  the Company has been advised that in the opinion of
            the  Securities and Exchange  Commission,  such  indemnification  is
            against  public policy as expressed in the 1933 Act and is therefore
            unenforceable. In the event that a claim for indemnification against
            such liabilities  (other than the payment by the Company of expenses
            incurred or paid by an officer,  director or  controlling  person in
            connection with the securities being  registered,  the Company will,
            unless in the opinion of its counsel the matter has been  settled by
            controlling  precedent,  submit to a court of competent jurisdiction
            the question  whether such  indemnification  by it is against public
            policy  as  expressed  in the 1933 Act and will be  governed  by the
            final adjudication of such issue.


                                        8

<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York and the State of New York, on the 6th day of
July, 1998.

                                                    CHINA FOOD & BEVERAGE
                                                           COMPANY

                                                    By: /s/ James Tilton
                                                        ------------------------
                                                        James Tilton
                                                        President

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Date: July 6, 1998                                      /s/ James Tilton
                                                        ------------------------
                                                        James Tilton, President

Date: July 6, 1998                                      /s/ Jane Zheng 
                                                        ------------------------
                                                        Jane Zheng, Secretary


                                        9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21836}]
{"company-data": {"conformed-name": "CHINA FOOD & BEVERAGE CO", "cik": "0000717228", "assigned-sic": "6799", "irs-number": "870548148", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58761", "film-number": "98663075"}, "business-address": {"street1": "8 WEST 38TH ST", "street2": "9TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10018", "phone": "2123987833"}, "mail-address": {"street1": "8 WEST 38TH ST", "street2": "9TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10018"}, "former-company": [{"former-conformed-name": "OMAP HOLDINGS INC", "date-changed": "19951121"}, {"former-conformed-name": "LOGOS INTERNATIONAL INC", "date-changed": "19940829"}]}
As filed with the Securities and Exchange Commission on July 6, 1998,
Commission File No. 0-11734

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                          CHINA FOOD & BEVERAGE COMPANY
             (Exact name of registrant as specified in its charter)

         NEVADA                                                  87-0548148
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)

                8 West 38th Street, 9th Floor, New York, NY  10018
               (Address of principal executive offices)   (Zip Code)

                                   Copies to:

                             JAMES TILTON, PRESIDENT
                               82-66 AUSTIN STREET
                           KEW GARDENS, NEW YORK 11415
                                 (718) 847-1531
CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
Title of        Amount       Proposed            Proposed           Amount
Securities to   to be        Maximum Offering    Maximum Aggregate  Registration
be registered   Registered   Price Per Share(1)  Offering Price(1)  Fee
--------------------------------------------------------------------------------
Common Stock,   50,000       $.35                $17,500            $5.50
$.001 par       Shares
value per share
--------------------------------------------------------------------------------
(1)   Estimated  solely  for  the  purpose  of  calculating  the  amount  of the
      registration fee on the basis of the average of the high and low prices of
      the Common Stock reported on NASD's  Electronic  Bulletin Board on July 6,
      1998.

                                        2
PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of documents by reference.

      These are hereby  incorporated  by reference the  following  documents and
information heretofore filed with the Securities and Exchange Commission:

      (a)   The  Registrant's  Annual  Report on Form  10-KSB for the year ended
            December 31, 1997, filed pursuant to Section 13(a) of the Securities
            Exchange  Act of 1934  (the  "Exchange  Act")  and  the  Registrants
            Quarterly  Report on Form  10-QSB for the periods  ending  March 31,
            1998.

      (b)   The description of the  Registrant's  common stock,  $.001 par value
            per share ("Common Stock"), to be offered hereby is contained in the
            Registrant's  Annual  Report  on  Form  10-KSB  for the  year  ended
            December 31, 1997, filed pursuant to Section 13(a) of the Securities
            Exchange Act of 1934.

      All documents  subsequently  filed by the  Registrant  pursuant to Section
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference into this  registration  statement and to be a
part hereof from the date of the filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

      The  By-laws of the  Registrant,  in Article XI  thereof,  provide for the
indemnification   of  the   Registrant's   Directors  and  Officers  in  certain
circumstances as follows:

      1.    GENERALLY

            Each person who was or is made a party or is threatened to be made a
            party  to  or  is  otherwise   involved  in  any  action,   suit  or
            proceedings,    whether   civil,    criminal,    administrative   or
            investigative (hereinafter a "proceeding"), by reason

                                        3
of the fact that he or his  testator  or  intestate  (a) is or was a
            director or officer of the  Corporation  or (b) is or was a director
            or officer of the Corporation who serves or served, in any capacity,
            any other corporation,  partnership,  joint venture, trust, employee
            benefit plan or other  enterprise at the request of the  Corporation
            (hereinafter an "Indemnity"), shall be indemnified and held harmless
            by  the  Corporation   against  all  expense,   liability  and  loss
            [including  ERISA  excise  tax  or  penalties,   judgments,   fines,
            penalties,  amounts paid in  settlement  (provided  the  Corporation
            shall have given its prior consent to such settlement, which consent
            shall not be unreasonably  withheld by it) and reasonable  expenses,
            including attorneys' fees] suffered or incurred by such Indemnity in
            connection therewith and such  indemnification  shall continue as to
            an  Indemnity  who has ceased to be a director  or officer and shall
            inure to the  benefit  of the  Indemnities  heirs  and  fiduciaries;
            provided,  however,  that  no  indemnification  may be made to or on
            behalf of any director or officer if his acts were  committed in bad
            faith or were the result of any active and deliberate dishonesty and
            were  material to the cause of action so  adjudicated  or  otherwise
            disposed of, or he personally  gained in fact a financial  profit or
            other   advantage   to   which   he  was   not   legally   entitled.
            Not-withstanding the foregoing,  except as contemplated by Section 3
            hereof,  the  Corporation  shall  indemnify  any such  Indemnity  in
            connection  with a proceeding  (or part  thereof)  initiated by such
            Indemnity  only if such  proceeding (or part thereof) was authorized
            by the Board of Directors of the Corporation.

      2.    ADVANCEMENT OF EXPENSES

            All expenses  reasonably incurred by an Indemnity in connection with
            a  threatened  or actual  proceeding  with respect to which any such
            Indemnity  is or may  be  entitled  to  indemnification  under  this
            Article  shall be  advanced  to him or  promptly  reimbursed  by the
            Corporation in advance of the final  disposition of such proceeding,
            upon receipt of an  undertaking by him or on his behalf to repay the
            amount of such advances,  if any, as to which he is ultimately found
            not to be entitled to indemnification  or, where  indemnification is
            granted,  to the extent such advances exceed the  indemnification to
            which he is entitled. Such person shall cooperate in good faith with
            any request by the  Corporation  that common  counsel be used by the
            parties to an action or proceeding who are similarly situated unless
            to do so  would  be  inappropriate  due to an  actual  or  potential
            conflict of interest.

      3.    PROCEDURE FOR INDEMNIFICATION

            (a)   Not later than thirty (30) days following final disposition of
                  a  proceeding  with  respect  to  which  the  Corporation  has
                  received  written request by an Indemnity for  indemnification
                  pursuant  to this  Article or with  respect to which there has
                  been an advancement of expenses  pursuant to Section 2 of this
                  Article,  if such  indemnification  has not been  ordered by a
                  court,  of the Board of Directors  shall meet and find whether
                  the Indemnity met

                                        4
the  standard  of  conduct  set  forth  in  Section  1 of this
                  Article,  and, if it finds that he did, or to the extent it so
                  finds, shall authorize such indemnification.

            (b)   Such  standard  shall be found to have been met  unless  (i) a
                  judgment or other final adjudication  adverse to the Indemnity
                  established  that the standard of conduct set forth in Section
                  1 of this Article was not met, or (ii) if the  proceeding  was
                  disposed   of  other   than  by   judgment   or  other   final
                  adjudication,  the Board finds in good faith  that,  if it had
                  been disposed of by judgment or other final adjudication, such
                  judgment or other final  adjudication  would have been adverse
                  to the  Indemnity  and would  have been  established  that the
                  standard of conduct set forth in Section 1 of this Article was
                  not met.

            (c)   If the  Board  fails or is  unable  to make the  determination
                  called  for  by  paragraph  (a)  of  this  Section  3,  or  if
                  indemnification  is denied, in whole or in part, because of an
                  adverse  finding by the Board,  or because the Board  believes
                  the  expenses  for which  indemnification  is  requested to be
                  unreasonable,  such action, inaction or inability of the Board
                  shall in no way affect the right of the Indemnify to make such
                  application  therefore in any court have jurisdiction thereof.
                  In such action or  proceeding,  or in any suit  brought by the
                  Corporation to recover an advancement of expenses  pursuant to
                  the terms of an  undertaking,  the issue  shall be whether the
                  Indemnity  met the  standard of conduct set forth in Section 1
                  of this Article,  or whether the expenses were reasonable,  as
                  the case may be (not  whether  the  finding  of the Board with
                  respect  thereto was correct).  If the judgment or other final
                  adjudication in such action or proceeding establishes that the
                  Indemnity  met the  standard  set  forth in  Section 1 of this
                  Article, or that the disallowed  expenses were reasonable,  or
                  to the  extent  that it does,  the Board  shall then find such
                  standard to have been met or the  expenses  to be  reasonable,
                  and shall grant such indemnification,  and shall also grant to
                  the Indemnity  indemnification of the expenses incurred by him
                  in connection  with the action or proceeding  resulting in the
                  judgment or other  final  adjudication  that such  standard of
                  conduct was met,  or if  pursuant to such court  determination
                  such  person  is  entitled  to less  than the full  amount  of
                  indemnification denied by the Corporation, the portion of such
                  expenses  proportionate to the amount of such  indemnification
                  so  awarded.  Neither  the  failure  of the Board to have made
                  timely a determination  prior to the commencement of such suit
                  that  indemnification  of  the  Indemnity  is  proper  in  the
                  circumstances  because the  Indemnity  has met the  applicable
                  standard  of  conduct  set forth in  Section  1, nor an actual
                  determination by the Board that the Indemnity has not met such
                  applicable  standard of conduct,  shall  cerate a  presumption
                  that the  Indemnity  has not met the  applicable  standard  of
                  conduct. In any

                                        5
suite   brought  by  the  Indemnity  to  enforce  a  right  to
                  indemnification,   or  by  the   Corporation   to  receive  an
                  advancement   of   expenses   pursuant  to  the  terms  of  an
                  undertaking,  the burden of proving that the  Indemnity is not
                  entitled to indemnification,  under this Article or otherwise,
                  shall be on the Corporation.

            (d)   A finding  by the Board  pursuant  to this  Section 3 that the
                  standard of conduct set forth in Section 1 of this Article has
                  been met shall mean a finding of the Board or  shareholders as
                  provided by law.

      4.    CONTRACTUAL ARTICLE

            The rights conferred by this Article are contract rights which shall
            not be  abrogated  by any  amendment  or repeal of this Article with
            respect to events  occurring  prior to such  amendment or repeal and
            shall,  to the fullest  extent  permitted by law, be  retroactive to
            events occurring prior to the adoption of this Article. No amendment
            of the Business Corporate Law, insofar as it reduced the permissible
            extent of the right of  indemnification  of an Indemnity  under this
            Article,  shall be  effective  as to such person with respect to any
            event, act or omission occurring or allegedly occurring prior to the
            effective  date if such  amendment  irrespective  of the date of any
            claim or legal  action in respect  thereto.  This  Article  shall be
            binding  on  any  successor  to  the   Corporation,   including  any
            corporation or other entity which acquires all or substantially  all
            of the Corporation's assets.

      5.    NON-EXCLUSIVITY

            The  indemnification  provided by this  Article  shall not be deemed
            exclusive of any other rights to which any person covered hereby may
            be entitled other than pursuant to this Article.  The Corporation is
            authorized to enter into agreements  with any such person  providing
            rights to  indemnification or advancement of expenses in addition to
            the  provisions  therefore in this  Article,  and the  Corporation's
            shareholders  and its Board of Directors are authorized to adopt, in
            their  discretion,  resolutions  providing  any such person with any
            such rights.

      6.    INSURANCE

            The Corporation may maintain  insurance,  at its expense, to protect
            itself  and  any  director,   officer,  employee  or  agent  of  the
            Corporation  or another  corporation,  partnership,  joint  venture,
            trust or other  enterprise  against any expense,  liability or loss,
            whether or not the  Corporation  would  have the power to  indemnify
            such  person  against  such  expense,  liability  or loss under this
            Article or applicable law.

                                        6
7.    INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION

            The Corporation  may, to the extent  authorized from time to time by
            the Board of  Directors,  grant  rights to  indemnification  and the
            advancement of expenses to any employee or agent of the  Corporation
            with the same  scope  and  effect as  provided  in this  Article  to
            directors and officers of the Corporation.

            Insofar  as  indemnification   for  liabilities  arising  under  the
            Securities  Act  of  1933  (the  "1933  Act")  may be  permitted  to
            directors,  officers or persons  controlling the Registrant pursuant
            to the foregoing  provisions,  the Registrant has been informed that
            in the  opinion of the  Securities  and  Exchange  Commission,  such
            indemnification  is against  public  policy as expressed in the 1933
            Act and is, therefore, unenforceable.

Item 7.     Exemption from Registration Claimed.

            Not applicable

Item 8.     Exhibits.

      (a)   Exhibits. The following Exhibits are filed herewith:

            Exhibit Number      Description of Document

            5.1                 Opinion of Herbert M.  Jacobi,  Esq.,  regarding
                                the legality of the securities  being registered
                                under this Registration Statement.

            24.1                Consent of Herbert M.  Jacobi,  counsel  for the
                                Registrant  (set forth in the opinion of counsel
                                included as Exhibit 5.1).

            24.2                Consent  of  Jones  Jensen  &  Co.,  independent
                                public accountants for the Registrant.

Item 9.     Undertakings

      The undersigned Registrant hereby undertakes:

      (1)   To file,  during any period in which offers or sales are being made,
            a post-effective amendment to this Registration Statement to include
            material  information  with respect to the plan of distribution  not
            previously  disclosed in the Registration  Statement or any material
            change to such information in the Registration Statement; and

                                        7
(2)   That,  for the  purpose  of  determining  any  liability  under  the
            Securities  Act of 1933 (the "1933 Act"),  each such  post-effective
            amendment  shall  be  deemed  to  be a  new  registration  statement
            relating to the securities offered therein, and the offering of such
            securities  at that time shall be deemed to be the initial bona fide
            offering thereof; and

      (3)   To remove from  registration by means of a post-effective  amendment
            any of the securities  being  registered  which remain unsold at the
            termination of the offering.

            The undersigned  registrant  hereby undertakes that, for purposes of
            determining  any  liability  under the 1933 Act,  each filing of the
            registrant's  annual  report  pursuant  to section  13(g) or section
            15(d) of the Exchange Act that is  incorporated  by reference in the
            registration  statement  shall be  deemed  to be a new  registration
            statement  relating  to the  securities  offered  therein,  and  the
            offering of such  securities  at that time shall be deemed to be the
            initial bona fide offering thereof.

            Insofar as  indemnification  for liabilities  arising under the 1933
            Act may be permitted to officers,  directors and controlling persons
            of the Company,  the Company has been advised that in the opinion of
            the  Securities and Exchange  Commission,  such  indemnification  is
            against  public policy as expressed in the 1933 Act and is therefore
            unenforceable. In the event that a claim for indemnification against
            such liabilities  (other than the payment by the Company of expenses
            incurred or paid by an officer,  director or  controlling  person in
            connection with the securities being  registered,  the Company will,
            unless in the opinion of its counsel the matter has been  settled by
            controlling  precedent,  submit to a court of competent jurisdiction
            the question  whether such  indemnification  by it is against public
            policy  as  expressed  in the 1933 Act and will be  governed  by the
            final adjudication of such issue.

                                        8
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York and the State of New York, on the 6th day of
July, 1998.

                                                    CHINA FOOD & BEVERAGE
                                                           COMPANY

                                                    By: /s/ James Tilton
                                                        ------------------------
                                                        James Tilton
                                                        President

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Date: July 6, 1998                                      /s/ James Tilton
                                                        ------------------------
                                                        James Tilton, President

Date: July 6, 1998                                      /s/ Jane Zheng 
                                                        ------------------------
                                                        Jane Zheng, Secretary

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