U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25
                                                    Commission File No.: 0-11734

                           NOTIFICATION OF LATE FILING

(Check One):  [X]  Form 10-Q



For Period Ended September 30, 2002

PART I - REGISTRANT INFORMATION

CHINA FOOD AND BEVERAGE COMAPNY
- -------------------------------
Full Name of Registrant

N/A
- ---
Former Name of Registrant

82-66 Austin Street
- -------------------
Address of principal executive office (Street and Number)

Kew Gardens, New York 11415
- ---------------------------
City, State and Zip Code

PART II RULES 12B-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[X}      (a) The reasons described in reasonable detail in Part III of this form
         could not be eliminated without unreasonable effort or expense;

[X]      (b) The subject annual report, semi-annual report, transition report on
         Form 10-K, Form 20-F, 11-K, or Form N-SAR, or portion thereof,  will be
         filed on or before the fifteenth  calendar day following the prescribed
         due date, or the subject  quarterly report or transition report on Form
         10-Q, or portion  thereof will be filed on or before the fifth calendar
         day following the prescribed due date; and

[ ]      (c) The accountant's statement or other exhibit required by Rule 12b-25
         (c) has been attached if applicable.




PART III - NARRATIVE

State below in reasonable detail the reasons why Forms10-K,  Form 20-F, 11-K, or
Form N-SAR, or the transition  report,  or portion  thereof,  could not be filed
within the prescribed time period.

Registrant's  accountants  were delayed in completing  the financial  statements
required for the report for the period ended  September 30, 2002, and Registrant
needs  additional  time to  review  these  statements  and its  report  prior to
submitting it to the SEC.

PART IV - OTHER INFORMATION

(1)   Name  and  telephone  number  of  person  to  contact  in  regard  to this
notification

         James Tilton             (212)                398-7833
         ------------             -----                --------
           (Name)               (Area Code)       (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investments Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant  was  required to file such  report(s)  been filed?  If answer is no,
identify report(s).
                                                                  [X] Yes [ ] No

(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?

                                                                  [ ] Yes [X] No

      If so: attach an explanation of the anticipated  change,  both narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

                         CHINA FOOD AND BEVERAGE COMPANY
                         -------------------------------
                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Date:   November 15, 2002          By: /s/ James Tilton
                                    --------------------
                                           James Tilton


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