UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

                  For the quarterly period ended June 30, 2004

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

                For the transition period from ______ to ________


                         Commission File Number: 0-13181

                          CAPITAL BEVERAGE CORPORATION
             (Exact name of registrant as specified in its charter)


       Delaware                                       13-3878747
 (State or other jurisdiction of                    (I.R.S. Employer
  incorporation or organization)                    Identification No.)

   700 Columbia Street, Erie Basin, Building # 302, Brooklyn, NY    11231
 (Address of principal executive offices)                        (Zip Code)

                                 (718) 488-8500
              (Registrant's telephone number, including area code)

                                 Not Applicable
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).         Yes  [  ]         No  [X]


The number of shares common stock, $.001 par value, outstanding as of August 18,
2004 was 3,792,045.

<PAGE>


                          CAPITAL BEVERAGE CORPORATION

                          QUARTERLY REPORT ON FORM 10-Q

                                TABLE OF CONTENTS

                                                                          Page
PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements
           Consolidated Balance Sheets (unaudited)
            as of June 30, 2004 and December 31, 2003                     3
           Consolidated Statements of Operations
            (unaudited) for the three and six month periods
             ended June 30, 2004 and 2003                                 4
           Consolidated Statements of Cash Flows (unaudited)
            for the six month periods
            ended June 30, 2004 and 2003                                  5
           Notes to Consolidated
            Financial Statements (unaudited)                              6-9
Item 2.    Management's Discussion and Analysis of
            Financial Condition and Results of Operations                10-11
Item 3.    Quantitative and Qualitative Disclosures
            About Market Risks                                            12
Item 4.    Controls and Procedures                                        12

PART II - OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K                               13

Signatures                                                                14


<PAGE>
Item 1. Financial Statements


                   CAPITAL BEVERAGE CORPORATION AND SUBSIDIARY

                     d/b/a DIVERSIFIED DISTRIBUTORS NETWORK

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                June 30,        December 31,
                                                                                  2004              2003
                                                                              --------------   ---------------
                                                                               (Unaudited)
CURRENT ASSETS:
<S>                                                                         <C>              <C>
     Cash                                                                   $       119,858  $        189,276
     Accounts receivable - net of allowance for doubtful
        accounts of $60,842                                                         827,600           550,142
     Inventories                                                                  3,258,124         2,500,218
     Prepaid expenses and other current assets                                       37,697            35,473
                                                                              --------------   ---------------
        TOTAL CURRENT ASSETS                                                      4,243,279         3,275,109

PROPERTY AND EQUIPMENT                                                              134,767           155,825

DISTRIBUTION LICENSE                                                              4,402,462         4,402,462

OTHER ASSETS                                                                        289,045           319,746
                                                                              --------------   ---------------

                                                                            $     9,069,553  $      8,153,142
                                                                              ==============   ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                       $     3,540,118  $      2,651,416
     Accrued expenses and taxes                                                      84,029           133,216
     Revolving loans                                                              2,105,113         1,882,185
     Loan payable                                                                 2,500,000         2,500,000
     Current portion of long-term debt                                              118,405           104,738
     Current portion of capital lease obligations                                    56,423            31,876
                                                                                                            -
                                                                              --------------   ---------------
        TOTAL CURRENT LIABILITIES                                                 8,404,088         7,303,431
                                                                              --------------   ---------------

CAPITAL LEASE OBLIGATIONS                                                            23,413            58,950

LONG-TERM DEBT                                                                       58,508           114,838

STOCKHOLDERS' EQUITY:
     Preferred stock, no shares issued and outstanding                                    -                 -
     Common stock, $ .001 par value; authorized 20,000,000 shares;
        issued and outstanding 3,792,045 shares                                       3,793             3,793
     Additional paid-in capital                                                   5,986,249         5,986,249
     Deferred compensation                                                                -           (91,724)
     Accumulated deficit                                                         (5,406,498)       (5,222,395)
                                                                              --------------   ---------------
        TOTAL STOCKHOLDERS' EQUITY                                                  583,544           675,923
                                                                              --------------   ---------------

                                                                            $     9,069,553  $      8,153,142
                                                                              ==============   ===============

</TABLE>



                 See notes to consolidated financial statements.

                                        3

<PAGE>

                   CAPITAL BEVERAGE CORPORATION AND SUBSIDIARY

                     d/b/a DIVERSIFIED DISTRIBUTORS NETWORK

                      CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>

                                                            Three Months Ended June 30,        Six Months Ended June 30,
                                                           -------------------------------   ------------------------------
                                                                2004             2003            2004             2003
                                                           ----------------  -------------   --------------   -------------
                                                             (Unaudited)      (Unaudited)     (Unaudited)     (Unaudited)

<S>                                                      <C>                    <C>        <C>              <C>
NET SALES                                                $       6,483,836      7,244,600  $    14,233,690  $   13,663,813
COST OF SALES                                                    4,517,347      5,350,958       10,363,027       9,975,897
                                                           ----------------  -------------   --------------   -------------
GROSS PROFIT                                                     1,966,489      1,893,642        3,870,663       3,687,916
                                                           ----------------  -------------   --------------   -------------

COSTS AND EXPENSES:
    Selling and delivery                                           383,156        337,161          760,988         661,600
    General and administrative                                   1,416,874      1,345,114        2,770,811       2,631,039
    Non-cash compensation                                                -              -           91,724               -
    Amortization and depreciation                                   37,639         20,923           75,287          41,847
                                                           ----------------  -------------   --------------   -------------
                                                                 1,837,669      1,703,198        3,698,810       3,334,486
                                                           ----------------  -------------   --------------   -------------

INCOME FROM OPERATIONS                                             128,820        190,444          171,853         353,430

INTEREST EXPENSE, net                                             (167,679)      (129,874)        (355,955)       (275,509)
                                                           ----------------  -------------   --------------   -------------

NET INCOME (LOSS)                                        $         (38,859)        60,570  $      (184,102) $       77,921
                                                           ================  =============   ==============   =============

INCOMES (LOSS) PER SHARE - BASIC AND DILUTED             $           (0.01)          0.02  $         (0.05) $         0.02
                                                           ================  =============   ==============   =============

WEIGHTED AVERAGE NUMBER OF SHARES
    USED IN CALCULATION OF BASIC AND
    DILUTED INCOME (LOSS) PER SHARE                              3,792,045      3,792,045        3,792,045       3,792,045
                                                           ================  =============   ==============   =============



</TABLE>








                 See notes to consolidated financial statements.

                                        4

<PAGE>
                   CAPITAL BEVERAGE CORPORATION AND SUBSIDIARY

                     d/b/a DIVERSIFIED DISTRIBUTORS NETWORK

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                               Six Months Ended June 30,
                                                                            ---------------------------------
                                                                                2004              2003
                                                                            -------------    ----------------
                                                                              (Unaudited)      (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                       <C>              <C>
     Net income (loss)                                                    $     (184,102)  $          77,921
                                                                            -------------    ----------------
     Adjustments to reconcile net income (loss) to net cash provided by
        operating activities:
            Depreciation and amortization                                        167,011              41,847

     Changes in assets and liabilities:
        Accounts receivable                                                     (277,458)           (209,050)
        Inventories                                                             (757,906)           (674,589)
        Prepaid expenses                                                          (2,224)             (2,193)
        Other assets                                                             (23,529)            (52,864)
        Accounts payable and accrued expenses                                    839,515           1,412,325
                                                                            -------------    ----------------
            Total adjustments                                                    (54,591)            515,476
                                                                            -------------    ----------------

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                             (238,693)            593,397
                                                                            -------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES                                                   -                   -
                                                                            -------------    ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Revolving loans                                                             222,928                   -
     Principal payments of capital lease obligations                             (10,990)            (20,189)
     Payment of accrued dividends on preferred stock                                   -             (40,000)
     Payments of long-term debt                                                  (42,663)           (499,955)
                                                                            -------------    ----------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                              169,275            (560,144)
                                                                            -------------    ----------------

NET INCREASE (DECREASE) IN CASH                                                  (69,418)             33,253

CASH - BEGINNING OF PERIOD                                                       189,276             120,242
                                                                            -------------    ----------------

CASH - END OF PERIOD                                                      $      119,858   $         153,495
                                                                            =============    ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
     INFORMATION:
        Cash paid for interest                                            $      355,955   $         275,509
                                                                            =============    ================

</TABLE>

                 See notes to consolidated financial statements.

                                        5


<PAGE>

                   CAPITAL BEVERAGE CORPORATION AND SUBSIDIARY
                    (d/b/a Diversified Distributors Network)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (Unaudited)

1.       BASIS OF PRESENTATION

         The accompanying consolidated financial statements reflect all
         adjustments which, in the opinion of management, are necessary for a
         fair presentation of the financial position and the results of
         operations for the interim periods presented.

         Certain financial information which is normally included in
         consolidated financial statements prepared in accordance with generally
         accepted accounting principles, but which is not required for interim
         reporting purposes has been condensed or omitted. The accompanying
         consolidated financial statements should be read in conjunction with
         the consolidated financial statements and notes thereto contained in
         the Company's Annual Report on Form 10-KSB.

2.       GOING CONCERN

         The accompanying consolidated financial statements have been prepared
         on a going-concern basis, which presumes that the Company will be able
         to continue to meet its obligations and realize its assets in the
         normal course of business.

         As shown in the accompanying consolidated financial statements, the
         Company has a history of losses with an accumulated deficit of
         $5,406,498 and $5,222,395 at June 30, 2004 and December 31, 2003,
         respectively. The Company also has a working capital deficiency of
         $4,160,809 and $4,028,322 at June 30, 2004 and December 31, 2003,
         respectively. These conditions raise substantial doubt about the
         Company's ability to continue as a going concern. The Company's
         continuation as a going concern is dependent upon its ability to
         ultimately attain profitable operations, generate sufficient cash flow
         to meet its obligations, and obtain additional financing as may be
         required.

                                       6
<PAGE>

3.       SIGNIFICANT ACCOUNTING POLICIES

         Principles of Consolidation - The financial statements include the
         accounts of the Company and Cap Com, its wholly-owned subsidiary. All
         significant intercompany balances and transactions have been eliminated
         in consolidation.

         Inventories - Inventories of beer and other beverage products are
         stated at the lower of cost, determined by the first-in, first-out
         method, or market.

         Shipping and handling costs - The Company accounts for shipping and
         handling costs as a component of "Cost of Sales".

         Property and Equipment - Property and equipment are stated at cost and
         are depreciated over the estimated useful lives of the related assets,
         ranging from 5 to 39 years. Depreciation is computed on the
         straight-line and accelerated methods for both financial reporting and
         income tax purposes. Depreciation expense for the six months ended June
         30, 2004 and 2003 was $21,058 and $41,847, respectively.

         Income Taxes - The Company follows Statement of Financial Accounting
         Standards No. 109 - Accounting for Income Taxes, which requires
         recognition of deferred tax assets and liabilities for the expected
         future tax consequences of events that have been included in the
         financial statements or tax returns. Under this method, deferred tax
         assets and liabilities are based on the differences between the
         financial statement and tax bases of assets and liabilities using
         enacted tax rates in effect for the year in which the differences are
         expected to reverse.

         Use of Estimates - The preparation of financial statements in
         conformity with generally accepted accounting principles requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosure of contingent assets
         and liabilities at the date of the financial statements and the
         reported amounts of revenue and expenses during the reporting period.
         Actual results could differ from those estimates.

         Fair Value of Financial Instruments - The Company considers its
         financial instruments, which are carried at cost, to approximate fair
         value due to their near-term maturities.

         Distribution License - The Company's license to distribute certain
         beverage products in New York City, is recorded at cost. The license
         has an indefinite life and is tested annually for impairment under SFAS
         142. Pursuant to SFAS 142 the Company took an impairment of the
         distribution license in the first quarter of 2002 in the amount of
         $860,000 which was recorded as a cumulative effect of change in
         accounting principle. It was determined that a further impairment of
         the distribution license was not necessary during the six months ended
         June 30, 2004.

         Revenue Recognition - Wholesale sales are recognized at the time goods
         are shipped.

         Income (loss) per Common Share - Net income (loss) per common share is
         based on the weighted average number of shares outstanding. Potential
         common shares includable in the computation of fully diluted per share
         results are not presented in the financial statements as their effect
         would be anti-dilutive.

                                       7
<PAGE>

         Stock based compensation - Financial Accounting Statement No. 123,
         Accounting for Stock Based Compensation, encourages, but does not
         require companies to record compensation cost for stock-based employee
         compensation plans at fair value. The Company has chosen to continue to
         account for stock-based compensation using the intrinsic method
         prescribed in Accounting Principles Board Opinion No. 25, Accounting
         for Stock Issued to Employees, and related interpretations.
         Accordingly, compensation cost for stock options is measured as the
         excess, if any, of the quoted market price of the Company's stock at
         the date of the grant over the amount an employee must pay to acquire
         the stock. The Company has adopted the "disclosure only" alternative
         described in SFAS 123 and SFAS 148, which require pro forma disclosures
         of net income and earnings per share as if the fair value method of
         accounting had been applied.

         New Accounting Pronouncements - In April 2003, the FASB issued SFAS No.
         149, "Amendment of Statement 133 on Derivative Instruments and Hedging
         Activities" ("SFAS 149"). This statement amends SFAS 133 to provide
         clarification on the financial accounting and reporting of derivative
         instruments and hedging activities and requires contracts with similar
         characteristics to be accounted for on a comparable basis. The adoption
         of SFAS 149 has not had a material effect on the Company's financial
         position or results of operations.

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
         Financial Instruments with Characteristics of both Liabilities and
         Equity" ("SFAS 150"). SFAS 150 establishes standards on the
         classification and measurement of financial instruments with
         characteristics of both liabilities and equity. SFAS 150 became
         effective for financial instruments entered into or modified after May
         31, 2003. The adoption of SFAS 150 has not had a material effect on the
         Company's financial position or results of operations.

4.       DISTRIBUTION RIGHTS

         The Company acquired these exclusive license rights to distribute
         within the five boroughs of New York City valued at $5,218,462 as part
         of the agreement with Prospect in May 2001. The rights consist of the
         Pabst brands which make up approximately 73% of sales and include brand
         names such as Colt 45, Champale and Old Milwaukee. The Pittsburgh
         brands make up approximately 17% of sales and include brand names such
         as Nighflight, Mustang Lager and Primetime. All other brands make up
         less than 10% of the product line. The Company determined that these
         rights have an indefinite life because the terms of the agreements are
         indefinite. Furthermore, the franchise law of New York State, states
         that any terminated distributor is entitled to get "fair market value"
         for the brand distribution rights.

         Effective January 1, 2002, the Company adopted SFAS Nos. 141 and 142.
         SFAS 142 eliminates amortization of goodwill and certain other
         intangible assets, but requires annual testing for impairment
         (comparison of fair market value to carrying value). Fair value is
         estimated using the present value of expected future cash flows and
         other measures. The Company used a discount rate of 6%. The
         transitional impairment test for the distribution rights resulted in an
         non-cash charge of $860,000 in the first quarter of 2002 which was
         recorded as a cumulative effect of change in accounting principle. It
         was determined that a further impairment of the distribution license
         was not necessary during the year ended December 31, 2002. The
         impairment test concludes that the Company will recover the full amount
         of the distribution license over 16 years based on forecasts which
         begin with 2002 sales of the Company and actual sales as of January and
         February 2003 which increase 5% annually thereafter for increased sales
         and inflation.

         On April 14, 2003, the Company purchased from Metropolitan Beer
         Distributing Corp the exclusive right to purchase the brand rights of
         Pabst Blue Ribbon Beer for the additional territory of the Bronx county
         for $44,000. This permits the Company to promote, advertise, market,
         sell and distribute at wholesale and retail this beverage in the five
         boroughs of New York.

                                       8
<PAGE>

5.       LOANS PAYABLE AND REVOLVING LOANS

         The Company has a revolving loan with Entrepreneur Growth Capital, LLC
         ("EGC"). The loan limit is $2,500,000 and carries an interest rate of
         prime plus 2%. The loan is collateralized by the Company's accounts
         receivable, inventory, pledged property and distribution rights. The
         outstanding balance was $2,105,113 and $1,882,185 at June 30, 2004 and
         December 31, 2003, respectively.

         On December 11, 2003, the Park Slope Group, LLC ("LLC"), a single
         member limited liability company whose sole member is Addie Realty
         Properties, Inc. ("Addie"), which in turn is wholly owned by certain
         officers of the Company loaned the Company $2,500,000 maturing on
         December 11, 2004 and accruing interest at 12% per annum.

         Addie and the officers of the Company have entered into this
         transaction in order to permit the Company to pay off its term loan
         with EGC, to pay down a portion of its revolving credit promissory note
         and agreement with ECG, and to restructure and amend its revolving
         credit agreement with EGC upon terms more favorable than those
         presently existing and available to the Company from EGC. Addie has
         transferred certain real property to the LLC. The LLC agreed to borrow
         $2,500,000, secured by a mortgage to Seaway Capital Corp. ("Seaway")
         under credit terms more favorable than those which could presently be
         obtained by Capital. The LLC is lending the net proceeds of its loan
         from Seaway to Capital. Addie and the officers have also entered into
         an agreement with EGC to pay the net proceeds of the Seaway loan to EGC
         for the benefit of Capital to pay off its term loan with EGC, to pay
         down a portion of Capital's revolving credit promissory note and
         agreement with EGC, and to restructure and amend Capital's revolving
         credit agreement with EGC upon terms more favorable than those
         presently existing and available to Capital from EGC.

6.       LONG-TERM DEBT

                  Long-term debt consists of the following on June 30, 2004:

                  Promissory note payable to Consolidated paid to the State of
                  New York, due in monthly installments of $10,000 including
                  interest at 10% per annum:
                                                     $           176,913
                                                          ----------------
                  Less current portion                          (118,405)
                                                          ----------------
                                                     $            58,508
                                                          ================

                                       9
<PAGE>

          Special Note Regarding Forward-Looking Statements


         This Quarterly Report on Form 10-Q contains "forward-looking"
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. For
this purpose any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, the words "believes," "anticipates," "plans," "expects" and
similar expressions are intended to identify forward-looking statements. These
statements involve unknown risks, uncertainties and other factors, which may
cause our actual results to differ materially from those implied by the forward
looking statements. Among the important factors that could cause actual results
to differ materially from those indicated by such forward-looking statements
include those risks identified in "Item 7 - Management's Discussion and Analysis
of Financial Condition and Results of Operations" and other risks identified in
our Form 10-KSB for the year ended December 31, 2003 and presented elsewhere by
management from time to time. Such forward-looking statements represent
management's current expectations and are inherently uncertain. Investors are
warned that actual results may differ from management's expectations.

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

Results of Operations

Net sales for the six months ended June 30, 2004 were $14,233,690, reflecting an
increase of $569,877 or 4% from the $13,663,813 of net sales for the six months
ended June 30, 2003. This increase in the six months ended June 30, 2004
resulted primarily from the following events: management discounted various
packages in January and February to offset the negative impact to sales caused
by the extreme cold weather and transshipped product by various neighboring
wholesalers looking for added sales outside their authorized territories, and
our announcement that the brewery was raising our pricing on the number one
selling package on April 1st 2004 resulted in a favorable buy in from our
customer base in the month of March.

Cost of sales was $10,363,027 or 73% of net sales for the six months ended June
30, 2004, as compared to $9,975,897 or 73% of net sales for the six months ended
June 30, 2003. The cost of sales as a percentage of net sales is on target with
management projections. The first quarter of the year reflected higher costs due
to discounting and quantity purchases to drive sales prior to our price increase
on April 1, 2004. The second quarter stabilized our costs of sales percentage
due to an inventory buildup at lower cost prior to our price increase.

Selling, general and administrative expenses for the six months ended June 30,
2004 were $3,531,799 as compared to $3,292,639 for the respective 2003 period,
reflecting a 7% increase in overall expenses. The increase in the six months
ended June 30, 2004 was due primarily to the substantial increase in our sales
volume in the month of March due to the anticipation of a price increase in
April of 2004.

Non-cash compensation of $91,724 is the amortization of deferred compensation
for warrants issued in the fourth quarter of 2003.

Interest expense for the six month period ended June 30, 2004 was $355,955 as
compared to $275,509 for the respective 2003 period. The increase in the six
month period ended June 30, 2004 was due primarily to the refinancing of our
credit facility in December of 2003. Management negotiated and finalized a new
line of credit paying a higher interest rate than previous, however, the
positive trade off is that there will be zero amortization on this loan for a
period of two years affording Capital a favorable impact on cash flow.

                                       10
<PAGE>

Liquidity and Capital Resources

Cash used in operations for the six months ended June 30, 2004 was
($238,693). This was primarily due to the increase in inventories and accounts
receivable offset by an increase in accounts payable.

Cash provided by financing activities resulted primarily from additional
borrowings on the Company's line of credit provided by the bank.

Working capital deficiency increased from ($4,028,322) at December 31, 2003 to
($4,160,810) at June 30, 2004 due to the net loss incurred for the six months.

At June 30, 2004 the  Company's  primary  sources of liquidity  were $119,858 in
cash, $827,600 in accounts receivable and $3,258,124 in inventories.

Management believes it has sufficient sources of working capital to adequately
meet the Company's needs through the end of 2004.
Liquidity and Capital Resources

Cash used in operations for the six months ended June 30, 2004 was
($238,693). This was primarily due to the increase in inventories and accounts
receivable offset by an increase in accounts payable.

Cash provided by financing activities resulted primarily from additional
borrowings on the Company's line of credit provided by the bank.

Working capital deficiency increased from ($4,028,322) at December 31, 2003 to
($4,160,810) at June 30, 2004 due to the net loss incurred for the six months.

At June 30, 2004 the  Company's  primary  sources of liquidity  were $119,858 in
cash, $827,600 in accounts receivable and $3,258,124 in inventories.

Management believes it has sufficient sources of working capital to adequately
meet the Company's needs through the end of 2004.

                                       11
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risks

         Not applicable

Item 4. Controls and Procedures

           As of June 30, 2004, we carried out an evaluation, under the
supervision and with the participation of our management, including our Chief
Executive Officer and Treasurer, of the effectiveness of the design and
operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon
that evaluation, our Chief Executive Officer and Treasurer concluded that our
disclosure controls and procedures were effective in enabling us to record,
process, summarize and report information required to be included in our
periodic SEC filings within the required time period.

         There have been no changes in our internal control over financial
reporting that occurred during the period covered by this report that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.


                                       12
<PAGE>

PART II--OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)         Exhibits

            31.1     Certification of Chief Executive Officer pursuant to
                     Section 302 of the Sarbanes Oxley Act of 2002

            31.2     Certification of Treasurer pursuant to Section 302 of the
                     Sarbanes Oxley Act of 2002

            32.1     Certification of Chief Executive Officer and Treasurer
                     pursuant to Section 906 of the Sarbanes Oxley Act of 2002

(b) Reports on Form 8-K

         During the second quarter of 2004, we did not file any reports on Form
8-K with the Securities and Exchange Commission.


                                       13
<PAGE>


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date:         August 23, 2004             CAPITAL BEVERAGE CORPORATION
                                                    (Registrant)

                                  By: /s/ Carmine N. Stella
                                      ----------------------------------------
                                          Carmine N. Stella
                                          President and Chief Executive Officer
                                          (Principal Executive Officer)


                                 By:  /s/ Carol Russell
                                      -----------------------------------------
                                          Carol Russell
                                          Secretary and Treasurer (Principal
                                          Financial Officer and Accounting
                                          Officer)


                                       14