China Food and Beverage Co (CHIF)

[DCorleone]

CHINA FOOD AND BEVERAGE COMPANY
2374 Route 390, P.O. Box 609
Mountainhome, PA 18342
RE: Shell Status
Attention: OTC Markets Group Inc.
Issuer Services
Dear Issuer Services,
This letter is in regard to the change in shell status for China Food and Beverage
Company., (the “Company”).
1) The Company previously self-identified itself as a shell company in
accordance with Securities Act Rule 405 and Exchange Act Rule 12b-2.
2) The Company is now changing its status to no longer being identified as a
shell company.
3) The effective date of the change is December 31, 2022.
4) The Company believes that, as of December 31, 2022, it no longer meets
the definition of a shell company as defined by Securities Act Rule 405 for
the following reasons:
a) On May 16, 2021, the Company signed a Letter of Intent (LOI) to acquire
80% of the shares of Moshn Life Tech Incorporated, a Canada corporation.
Moshn Life Tech is an on-demand streaming fitness platform. The
proposed purchase price is 8 million shares of the Company’s common
stock, plus $50,000.00 in cash. The delay in the signing of the Definitive
Acquisition Agreement and closing of the transaction was due to a
substantial tax liability that the sellers of Moshn would incur in Canada by
virtue of accepting shares in a U.S. public company. NSAV has recently
been informed that the Canadian tax matter has been resolved successfully,
therefore allowing the transaction to proceed.
b) The Company’s vision is the establishment of a fully integrated technology
company, which provides turnkey technological solutions to the Esports
industry. Over time, the Company plans to provide a wide range of
China Food and Beverage Company – p. 2
RE: Shell Status March 15, 2023
services such as software solutions, e-commerce, financial services,
advisory services and information technology.
c) On March 18, 2022, the Company appointed Mr. Yuen Wong as its
Chairman of the Board of Directors. Mr. Wong also works as a strategic
partner with Arena Esports Hotel (Arena) www.arenaesportshotel.com
and has assisted Arena by tokenizing the properties and offering them on
his LABS Group crowdfunding platform. The first project is located at
Bugis Village, Singapore, which is the largest Esports hotel in Southeast
Asia and the world’s first hotel with VR concepts. The plan is to expand to
50 locations through the partnership and franchise model in 3-5 years and
reach over 2,733,000 people in-residence. Arena Esports Hotel is currently
expanding in Southeast Asia, targeting Cambodia, Malaysia and Vietnam.
Mr. Wong envisions CHIF obtaining a license from Arena to develop
projects in the U.S.A.
d) Mr. Wong currently serves as a co-founder of GEMS
https://thegems.gg/GEMS , an Esports 3.0 aggregator platform within the
online and offline communities. It propels Esports into 3.0 by integrating
GameFi, Mataverse and SocialFi elements, and leverages on Arena Esports
Hotels, in order to integrate the young population into the new sharing
economy. This platform can have strategic significance as the Company’s
Esports business progresses.
e) In December 2022, the Company began offering consulting services in the
Esports sector. The Company’s strategy is to make use of the vast
experience of its management in the Esports sector.
f) In February 2023, the Company formally launched an Esports business
consultancy division. The Company will have revenues in the first quarter
of 2023. The Company will incorporate its Esports business consultancy
division as a wholly owned subsidiary in the second quarter of 2023.
g) The Company plans to launch and acquire businesses in the Esport sector.
CERTIFICATION
I, James A. Tilton, president, certify that:
1) I have reviewed this Supplemental Information Report of China Food and
Beverage Company.