CERTIFICATION



I, James A. Tilton, certify that:

         1. I have reviewed this  quarterly  report on Form 10-QSB of China Food
and Beverage Company;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-4 and 15d-14) for the registrant and we have: a) designed
such  disclosure  controls and  procedures to ensure that  material  information
relating to the registrant,  including its  consolidated  subsidiaries,  is made
known to us by others within those entities,  particularly  during the period in
which this quarterly report is being prepared; b) evaluated the effectiveness of
the registrant's  disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the "Evaluation  Date");  and
c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function): a) all significant deficiencies in the design or operation
of internal  controls which could adversely affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's  auditors any material weaknesses in internal controls;  and b) any
fraud, whether or not material,  that involves management or other employees who
have a significant role in the registrant's internal controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



         Date: May 21, 2005


         /s/ James A. Tilton
         -----------------------------
         James A. Tilton,
         Chief Executive Officer
           & Chief Financial Officer