As filed with the Securities and Exchange Commission on January 8, 1999
                                                        ---------------

                                               Commission file number: 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 of other jurisdiction of                 (I.R.S. Employer Identification
incorporation or organization)                   Number)


8 West 38th Street, 9th Floor, New York, NY                      10018
-------------------------------------------                      -----

(Address of principal executive offices)                        (Zip Code)


             1999 Stock Option Plan of China Food & Beverage Company
             -------------------------------------------------------

                            (Full title of the plan)


                James Tilton, 8 West 38th St., New York, NY 10018
                -------------------------------------------------

            (Name, address, including zip code, of agent for service)

Telephone number including area code, of agent of service:   (212) 398-7833 



<PAGE>

<TABLE>
<CAPTION>

                                     CALCULATION OF REGISTRATION FEE

Title of                 Amount to               Proposed                Proposed                 Amount of
Securities to            be                      Maximum                 Maximum                  Registration
be Registered            Registered              Offering Price          Aggregate                Fee
                                                 Per Share(1)            Offering Price
--------------------------------------------------------------------------------------------------------------
<S>                      <C>                     <C>                     <C>                      <C>  
Common Stock,            1,000,000               $6.00                   $6,000,000               $1668
issuable upon
exercise of
Options
--------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the  average bid and asked  price of the  registrant's  common
         stock as of January 6, 1999, a date within five  business days prior to
         the date of filing of this registration statement.

         In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests to be offered or sold pursuant to the Plan described herein.

                                        2

<PAGE>



                            1999 Stock Option Plan of
                          China Food & Beverage Company

                  Cross-reference Sheet Pursuant to Rule 404(a)

         Cross-reference  between  items of Part I of Form  S-8 and the  Section
10(a)  Prospectus  that  will be  delivered  to each  employee,  consultant,  or
director who participates in the Plan.

Registration Statement Item Numbers and Headings        Prospectus Heading
------------------------------------------------        ------------------

1.       Plan Information                               Section 10(a) Prospectus

2.       Registrant Information and                     Section 10(a) Prospectus
         Employee Plan Annual Information


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The  following  documents  filed by China  Food & Beverage  Company,  a
Nevada corporation (the "Company"),  with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997.

         2. All reports  filed by the Company  with the  Commission  pursuant to
Section  13(a) or 15(d)  of the  Securities  Exchange  Act of 1934,  as  amended
("Exchange Act"), since the end of the fiscal year ended December 31, 1997.

         3. The  description  of the  Common  Stock,  par value  $.001  ("Common
Stock"),  being registered pursuant to this registration  statement is part of a
class of securities  registered  under section 12 of the Securities Act of 1933,
as amended  ("Securities Act"). A description of such securities is contained in
the  Company's  Form  10K-SB  filed with the  commission  for the  period  ended
December 31, 1997, and is incorporated herein by reference.

         Prior  to the  filing,  if  any,  of a  post-effective  amendment  that
indicates that all securities  covered by this registration  statement have been
sold or that deregisters all such securities then remaining unsold,  all reports
and other  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14,  or  15(d)  of  the  Exchange  Act  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such reports and documents.

                                        3

<PAGE>

Item 4.           Description of Securities.

         The Company's  common stock,  par value $.001 ("Common  Stock"),  being
registered  pursuant  to this  registration  statement  is  part  of a class  of
securities registered under section 12 of the Securities Act of 1933, as amended
("Securities  Act").  A  description  of such  securities  is  contained  in the
Company's  Form 10K-SB filed with the  commission  for the period ended December
31, 1997, and is incorporated  herein by reference.  (See "Item 3. Incorporation
of Documents by Reference.")

Item 5.           Interests of Named Experts and Counsel.

         No  expert  named  as  preparing  or  certifying  all  or  part  of the
registration statement to which this prospectus pertains, and no counsel for the
Company  named in this  prospectus as having given an opinion on the validity of
the securities being offered hereby was hired on a contingent basis or has or is
to receive, in connection with this offering, a substantial interest,  direct or
indirect, in the Company.

Item 6.           Indemnification of Directors and Officers.

         The Company's  Certificate of  Incorporation  provides that the Company
shall,  to the fullest extent  permitted by the laws of the State of Nevada,  as
the same may be amended and  supplemented,  indemnify its officers and directors
under said  section,  and the  indemnification  provided for herein shall not be
deemed exclusive of any other rights to which those  indemnified may be entitled
under any By-Law,  agreement, vote of Securityholders or disinterested directors
or  otherwise,  both as to action in his  official  capacity and as to action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director,  officer, employee or agent and shall insure to
benefit  of the  heirs,  executors,  and  administrators  of such a person.  The
Company will have the power to purchase and maintain  officers'  and  directors'
liability  insurance in order to insure against the  liabilities  for which such
officers and directors are indemnified.

Item 7.           Exemption from Registration Claimed.

         Although  no  restricted  securities  are  being  reoffered  or  resold
pursuant to this  registration  statement,  certain  control  securities  may be
reoffered, specifically pursuant to a Reoffer Prospectus.

Item 8.           Exhibits.

         The exhibits attached to this registration  statement are listed in the
Exhibit Index, which is found on page 9.



                                        4

<PAGE>



Item 9.           Undertakings

(a)      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
         any 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.

         (2) To treat,  for the purpose of determining  any liability  under the
         Securities  Act of 1933,  each such  post-effective  amendment as 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.

         (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.

(b) The  undersigned  registrant  hereby  undertakes  that,  for the purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this 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.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the SEC such  indemnification is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer of  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.





         [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]


                                        5

<PAGE>



                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant 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, State of New York on January 7, 1999.


China Food & Beverage Company



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


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints James Tilton, with power of substitution,
as his  attorney-in-fact  for him, in all capacities,  to sign any amendments to
this  registration  statement and to file the same,  with  exhibits  thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  hereby ratifying and confirming all that said  attorney-in-fact  or
his substitutes may do or cause to be done by virtue hereof.

         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 date indicated.


Signature                            Title                           Date
---------                            -----                           ----


/s/ James A. Tilton           Chief Executive Officer,          January 7, 1999
--------------------
James A. Tilton               President and Director


/s/ Jane Zheng                Director and Secretary            January 7, 1999
--------------------
Jane Zheng
                    
--------------------          Director                          January 7, 1999
Stanley Merdinger


                                        6

<PAGE>





/s/Kitty Chow                                Director           January 7. 1999
------------------
Kitty Chow


------------------                           Director           January 7, 1999
Li, Lin Hu




                                        7

<PAGE>




As filed with the Securities and Exchange Commission on January 8, 1999

File No. 0-11734



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                        --------------------------------



                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                        --------------------------------                       


                          CHINA FOOD & BEVERAGE COMPANY

                             (A Nevada corporation)
                        --------------------------------



                                        8

<PAGE>





                                INDEX TO EXHIBITS


Exhibit           SEC Ref.               Description of Exhibit
No.               No.

A                 99.1                 1999 Stock Option Plan of the Company

B                  5.1                 Opinion and Consent of Counsel

C                 23.1                 Consent of Certified Public Accountants


                                        9
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15168}]
{"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": "333-70349", "film-number": "99503493"}, "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 January 8, 1999
                                                        ---------------

                                               Commission file number: 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 of other jurisdiction of                 (I.R.S. Employer Identification
incorporation or organization)                   Number)

8 West 38th Street, 9th Floor, New York, NY                      10018
-------------------------------------------                      -----

(Address of principal executive offices)                        (Zip Code)

             1999 Stock Option Plan of China Food & Beverage Company
             -------------------------------------------------------

                            (Full title of the plan)

                James Tilton, 8 West 38th St., New York, NY 10018
                -------------------------------------------------

            (Name, address, including zip code, of agent for service)

Telephone number including area code, of agent of service:   (212) 398-7833
CALCULATION OF REGISTRATION FEE

Title of                 Amount to               Proposed                Proposed                 Amount of
Securities to            be                      Maximum                 Maximum                  Registration
be Registered            Registered              Offering Price          Aggregate                Fee
                                                 Per Share(1)            Offering Price
--------------------------------------------------------------------------------------------------------------
Common Stock,            1,000,000               $6.00                   $6,000,000               $1668
issuable upon
exercise of
Options
--------------------------------------------------------------------------------------------------------------
(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the  average bid and asked  price of the  registrant's  common
         stock as of January 6, 1999, a date within five  business days prior to
         the date of filing of this registration statement.

         In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests to be offered or sold pursuant to the Plan described herein.

                                        2
1999 Stock Option Plan of
                          China Food & Beverage Company

                  Cross-reference Sheet Pursuant to Rule 404(a)

         Cross-reference  between  items of Part I of Form  S-8 and the  Section
10(a)  Prospectus  that  will be  delivered  to each  employee,  consultant,  or
director who participates in the Plan.

Registration Statement Item Numbers and Headings        Prospectus Heading
------------------------------------------------        ------------------

1.       Plan Information                               Section 10(a) Prospectus

2.       Registrant Information and                     Section 10(a) Prospectus
         Employee Plan Annual Information

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The  following  documents  filed by China  Food & Beverage  Company,  a
Nevada corporation (the "Company"),  with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997.

         2. All reports  filed by the Company  with the  Commission  pursuant to
Section  13(a) or 15(d)  of the  Securities  Exchange  Act of 1934,  as  amended
("Exchange Act"), since the end of the fiscal year ended December 31, 1997.

         3. The  description  of the  Common  Stock,  par value  $.001  ("Common
Stock"),  being registered pursuant to this registration  statement is part of a
class of securities  registered  under section 12 of the Securities Act of 1933,
as amended  ("Securities Act"). A description of such securities is contained in
the  Company's  Form  10K-SB  filed with the  commission  for the  period  ended
December 31, 1997, and is incorporated herein by reference.

         Prior  to the  filing,  if  any,  of a  post-effective  amendment  that
indicates that all securities  covered by this registration  statement have been
sold or that deregisters all such securities then remaining unsold,  all reports
and other  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14,  or  15(d)  of  the  Exchange  Act  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such reports and documents.

                                        3
Item 4.           Description of Securities.

         The Company's  common stock,  par value $.001 ("Common  Stock"),  being
registered  pursuant  to this  registration  statement  is  part  of a class  of
securities registered under section 12 of the Securities Act of 1933, as amended
("Securities  Act").  A  description  of such  securities  is  contained  in the
Company's  Form 10K-SB filed with the  commission  for the period ended December
31, 1997, and is incorporated  herein by reference.  (See "Item 3. Incorporation
of Documents by Reference.")

Item 5.           Interests of Named Experts and Counsel.

         No  expert  named  as  preparing  or  certifying  all  or  part  of the
registration statement to which this prospectus pertains, and no counsel for the
Company  named in this  prospectus as having given an opinion on the validity of
the securities being offered hereby was hired on a contingent basis or has or is
to receive, in connection with this offering, a substantial interest,  direct or
indirect, in the Company.

Item 6.           Indemnification of Directors and Officers.

         The Company's  Certificate of  Incorporation  provides that the Company
shall,  to the fullest extent  permitted by the laws of the State of Nevada,  as
the same may be amended and  supplemented,  indemnify its officers and directors
under said  section,  and the  indemnification  provided for herein shall not be
deemed exclusive of any other rights to which those  indemnified may be entitled
under any By-Law,  agreement, vote of Securityholders or disinterested directors
or  otherwise,  both as to action in his  official  capacity and as to action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director,  officer, employee or agent and shall insure to
benefit  of the  heirs,  executors,  and  administrators  of such a person.  The
Company will have the power to purchase and maintain  officers'  and  directors'
liability  insurance in order to insure against the  liabilities  for which such
officers and directors are indemnified.

Item 7.           Exemption from Registration Claimed.

         Although  no  restricted  securities  are  being  reoffered  or  resold
pursuant to this  registration  statement,  certain  control  securities  may be
reoffered, specifically pursuant to a Reoffer Prospectus.

Item 8.           Exhibits.

         The exhibits attached to this registration  statement are listed in the
Exhibit Index, which is found on page 9.

                                        4
Item 9.           Undertakings

(a)      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
         any 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.

         (2) To treat,  for the purpose of determining  any liability  under the
         Securities  Act of 1933,  each such  post-effective  amendment as 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.

         (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.

(b) The  undersigned  registrant  hereby  undertakes  that,  for the purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this 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.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the SEC such  indemnification is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer of  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

         [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                        5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant 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, State of New York on January 7, 1999.

China Food & Beverage Company

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

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints James Tilton, with power of substitution,
as his  attorney-in-fact  for him, in all capacities,  to sign any amendments to
this  registration  statement and to file the same,  with  exhibits  thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  hereby ratifying and confirming all that said  attorney-in-fact  or
his substitutes may do or cause to be done by virtue hereof.

         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 date indicated.

Signature                            Title                           Date
---------                            -----                           ----

/s/ James A. Tilton           Chief Executive Officer,          January 7, 1999
--------------------
James A. Tilton               President and Director

/s/ Jane Zheng                Director and Secretary            January 7, 1999
--------------------
Jane Zheng
                    
--------------------          Director                          January 7, 1999
Stanley Merdinger

                                        6
/s/Kitty Chow                                Director           January 7. 1999
------------------
Kitty Chow

------------------                           Director           January 7, 1999
Li, Lin Hu

                                        7
As filed with the Securities and Exchange Commission on January 8, 1999

File No. 0-11734

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                        --------------------------------

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                        --------------------------------                       

                          CHINA FOOD & BEVERAGE COMPANY

                             (A Nevada corporation)
                        --------------------------------

                                        8
INDEX TO EXHIBITS

Exhibit           SEC Ref.               Description of Exhibit
No.               No.

A                 99.1                 1999 Stock Option Plan of the Company

B                  5.1                 Opinion and Consent of Counsel

C                 23.1                 Consent of Certified Public Accountants

                                        9