U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            FORM 12b-25 SEC File No:
                           NOTIFICATION OF LATE FILING

                                    Form 10-Q

                        For Period Ended       09/30/99
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         Nothing in this form shall be  construed  to imply that the  commission
has verified any information contained herein.

         If the  notification  relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:

         Not applicable. The filing relates to the entire form 10-Q.
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Part I--Registrant Information
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       Full Name of Registrant:   China Food and Beverage Company
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       Address of Principal Executive Office: 8 West 38th Street
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       City, State and Zip Code:  New York, NY  10018
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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 or semi-annual  report/portion thereof will be
filed on or before the fifteenth calendar day following the prescribed due date;
or the subject quarterly  report/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 Form 10-Q or 10-QSB or
portion thereof could not be filed within the prescribed time period.

On December 30,  1998,  the Company  acquired all the capital  stock of Victoria
Beverage Co.,  Ltd., an Isle of Man  corporation,  which owned a 55% interest in
Anhui Hao Dun Brewery Co. Ltd. The brewery is located in the Chinese city of Liu
An. The Company  continues to  experience  unavoidable  delays in preparing  its
quarterly financial statements,  due primarily to the difference between Chinese
and American accounting  standards,  especially with respect to the treatment of
inventory.  The  Company  has been  unable to  eliminate  these  delays  without
unreasonable effort of expense.



Part IV--Other Information

         (1)      The person to contact in regard to this notification is:

James Tilton                            (212)        398-7833
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(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 Investment  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 the 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 results cannot be made.

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CHINA FOOD AND BEVERAGE COMPANY
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has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date:   November 15, 1999              By:/s/ James Tilton
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Instruction: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.