As filed with the Securities and Exchange Commission on February 11, 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.)

                82-66 Austin Street, Kew Gardens, New York 11415
               (Address of principal executive offices) (Zip Code)

                                   Copies to:

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

                             HERBERT M. JACOBI, ESQ.
                          8 WEST 38TH STREET, 9TH FLOOR
                            NEW YORK, NEW YORK 10018
                                 (212) 840-6550

<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      $.69                $34,500            $14.95
$.001 par value  Shares
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 February
     9, 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, 1996,  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, 1997,
          June 30, 1997 and September 30, 1997.

     (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, 1996,  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 11th day
of February, 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:  February 11, 1998                               /s/ James Tilton
                                                    -------------------------
                                                       James Tilton, President


Date:  February 11, 1998                               /s/ Jane Zheng
                                                    -------------------------
                                                       Jane Zheng, Secretary


                                        9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21619}]
{"company-data": {"conformed-name": "CHINA FOOD & BEVERAGE CO", "cik": "0000717228", "assigned-sic": "3841", "irs-number": "870548148", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46719", "film-number": "98547454"}, "business-address": {"street1": "82-66 AUSTIN ST", "city": "KEW GARDENS", "state": "NY", "zip": "11415", "phone": "8015758073"}, "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 February 11, 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.)

                82-66 Austin Street, Kew Gardens, New York 11415
               (Address of principal executive offices) (Zip Code)

                                   Copies to:

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

                             HERBERT M. JACOBI, ESQ.
                          8 WEST 38TH STREET, 9TH FLOOR
                            NEW YORK, NEW YORK 10018
                                 (212) 840-6550
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      $.69                $34,500            $14.95
$.001 par value  Shares
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 February
     9, 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, 1996,  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, 1997,
          June 30, 1997 and September 30, 1997.

     (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, 1996,  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 11th day
of February, 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:  February 11, 1998                               /s/ James Tilton
                                                    -------------------------
                                                       James Tilton, President

Date:  February 11, 1998                               /s/ Jane Zheng
                                                    -------------------------
                                                       Jane Zheng, Secretary

                                        9