UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q

             Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                      For Quarter Ended: September 30, 2005


                        Commission File Number: 000-28027



                         GLOBAL BEVERAGE SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)

                            PACIFIC PEAK INVESTMENTS
             (Former name of registrant as specified in its charter)


            Nevada                                               90-0093439
            ------                                               ----------
   (State or Jurisdiction of                                (IRS Employer ID No)
Incorporation or Organization)

                7633 East 63rd Place, Suite 220, Tulsa, OK 74133
               (Address of principal executive office) (zip code)


              4020 Birch Street, Suite 103, Newport Beach, CA 92660
            (Former address of principal executive office) (zip code)

                                 (918) 459-8469
                           (Issuer's telephone number)


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  periods as 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 Exchange Act). Yes    No X
                                               ---   ---

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes    No X
                                    ---   ---

The number of shares  outstanding of registrant's  common stock, par value $.001
per share, as of September 30, 2005 was 31,975,969 shares.






<PAGE>

                         Global Beverage Solutions, Inc.

                                      INDEX

                                                                            Page
                                                                             No.
                                                                            ----

Part I        Financial Information (unaudited)

  Item 1. Financial Statements

          Balance Sheets as of September 30, 2005 and December 31, 2004        3
          Statements of Operations - For the Three Months Ended
          September 30, 2005 and 2004                                          4
          Statements of Operations - For the Nine Months Ended September
          30, 2005 and 2004                                                    5
          Statements of Cash Flows - For the Nine Months Ended September
          30, 2005 and 2004                                                    6
          Statements of Changes in Net Assets - For the Nine Months Ended
          September 30, 2005 and 2004                                          7
          Financial Highlights for the Nine Months Ended September 30,
          2005 and 2004                                                        8
          Schedule of Investments as of September 30, 2005 and
          December 31, 2004                                                 9-10
          Notes to Financial Statements                                    11-21
  Item 2. Managements Discussion and Analysis of Financial Condition and
          Results of Operations                                            22-25
  Item 3. Quantitative and Qualitative Disclosure about Market Risk        26-27
  Item 4. Controls and Procedures                                            28

Part II       Other Information                                            29-34

  Item 1. Legal Proceedings
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Item 3. Defaults Upon Senior Securities
  Item 4. Submission of Matters to a Vote of Security Holders
  Item 5. Other Information
  Item 6. Exhibits
  Signatures
  Exhibits















                                       2
<PAGE>
<TABLE>
<CAPTION>

PART 1.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                         GLOBAL BEVERAGE SOLUTIONS, INC.
                           Consolidated Balance Sheets
                 As of September 30, 2005 and December 31, 2004

                                                                                2005           2004
                                                                            -----------    -----------
                                                                            (Unaudited)
<S>                                                                         <C>            <C>
ASSETS
Investments in portfolio companies (cost $1,005,177 at September 30,
  2005 and $377,478 at December 31, 2004)                                   $   600,000    $   377,478
Cash and cash equivalents                                                        79,405         43,466
Deferred financing costs                                                           --           28,125
Deposits and prepaid expenses                                                     1,940         49,006
Property and equipment, net                                                        --           25,720
                                                                            -----------    -----------
  TOTAL ASSETS                                                                  681,345        523,795
                                                                            -----------    -----------

LIABILITIES
  Accounts payable                                                              145,363        118,970
  Accrued expenses                                                               41,017           --
  Advances from related parties                                                  11,500           --
  Convertible debentures, net of discount                                          --            8,824
                                                                            -----------    -----------
  TOTAL LIABILITIES                                                             197,880        127,794
                                                                            -----------    -----------
NET ASSETS                                                                  $   483,465    $   396,001
                                                                            ===========    ===========

Commitments and contingencies Composition of net assets:
  Convertible preferred Series A, $.001 par value; 400,000 shares
     authorized; no shares issued and outstanding                           $      --      $      --
  Convertible preferred Series B, $.001 par value; 610,000 shares
     authorized; 132,500 and 190,000 shares issued and outstanding at
     September 30, 2005 and December 31, 2004, respectively                         133            190
  Convertible preferred Series C, $.001 par value; 10,000,000 shares
     authorized; none and 10,000,000 shares issued and outstanding at
     September 30, 2005 and December 31, 2004, respectively                        --           10,000
  Common stock, $.0001 par value, authorized 950,000,000 shares;
    31,975,969 and 185,896 shares issued and outstanding at September 30,
     2005 and December 31, 2004, respectively                                    31,976            186
  Common stock held in escrow                                                      --          (69,643)
  Common stock subscriptions receivable                                          (9,600)        (9,600)
  Additional paid in capital                                                  9,814,806      8,416,412
  Accumulated deficit:
    Accumulated net operating loss                                           (7,467,036)    (6,539,732)
    Net realized loss on investments                                         (1,481,637)    (1,411,812)
    Net unrealized appreciation (depreciation) of investments                  (405,177)          --
                                                                            -----------    -----------
Net assets                                                                  $   483,465    $   396,001
                                                                            ===========    ===========
Net asset value per share                                                   $    0.0151    $    2.1302
                                                                            ===========    ===========
</TABLE>

See accompanying notes to financial statements.


                                       3
<PAGE>
<TABLE>
<CAPTION>

                         GLOBAL BEVERAGE SOLUTIONS, INC.
                            Statements of Operations
                 Three Months Ended September 30, 2005 and 2004
                                   (Unaudited)


                                                                      2005            2004
                                                                  ------------    ------------
<S>                                                               <C>             <C>
Income from operations:
  Investment income                                               $       --      $       --
                                                                  ------------    ------------
                                                                          --              --
Expenses:
  Selling, general and administrative expense                          110,082         170,958
  Loss on sale of furniture and fixtures                                12,874            --
                                                                  ------------    ------------

                                                                       122,956         170,958
                                                                  ------------    ------------
Loss before income taxes                                              (122,956)       (170,958)
Income taxes                                                              --              --
                                                                  ------------    ------------
Net loss from operations                                              (122,956)       (170,958)
                                                                  ------------    ------------

Net unrealized losses:
  Change in unrealized depreciation of non-controlled affiliate
  investments, net of deferred tax expense of $0 in 2005 and
  2004, respectively                                                  (405,177)       (300,000)
                                                                  ------------    ------------
Net decrease in net assets from operations                        $   (528,133)   $   (470,958)
                                                                  ============    ============

Net decrease in net assets from operations per share,
  basic and diluted                                               $    (0.0188)   $    (4.2993)
                                                                  ============    ============
Weighted average shares outstanding                                 28,074,230         109,542
                                                                  ============    ============
</TABLE>








See accompanying notes to financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>

                         GLOBAL BEVERAGE SOLUTIONS, INC.
                            Statements of Operations
                  Nine Months Ended September 30, 2005 and 2004
                                   (Unaudited)


                                                                        2005            2004
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
Income from operations:
  Investment income                                                 $       --      $       --
                                                                    ------------    ------------
                                                                            --              --
Expenses:
  Selling, general and administrative expense                            607,930         673,052
  Interest expense                                                       306,500            --
  Loss on sale of furniture and fixtures                                  12,874            --
                                                                    ------------    ------------
                                                                         927,304         673,052
                                                                    ------------    ------------
Loss before income taxes                                                (927,304)       (673,052)
Income taxes                                                                --              --
                                                                    ------------    ------------
Net loss from operations                                                (927,304)       (673,052)
                                                                    ------------    ------------

Net realized and unrealized losses:
Net realized loss on investments, net of income tax benefit of $0        (69,825)           --
Change in unrealized depreciation of non-controlled affiliate
  investments, net of deferred tax expense of $0 in 2005 and
  2004, respectively                                                    (405,177)       (300,000)
                                                                    ------------    ------------
Net decrease in net assets from operations                          $ (1,402,306)   $   (973,052)
                                                                    ============    ============

Net decrease in net assets from operations per share,
  basic and diluted                                                 $    (0.1184)   $   (10.0467)
                                                                    ============    ============
Weighted average shares outstanding                                   11,848,650          96,853
                                                                    ============    ============
</TABLE>





See accompanying notes to financial statements.

                                       5
<PAGE>
<TABLE>
<CAPTION>

                         GLOBAL BEVERAGE SOLUTIONS, INC.
                            Statements of Cash Flows
                  Nine Months Ended September 30, 2005 and 2004
                                   (Unaudited)


                                                                         2005           2004
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
Cash flows from operating activities:
 Net decrease in net assets from operations                          $(1,402,306)   $  (973,052)
 Adjustments to reconcile net decrease in net assets from
    operations to net cash used in operating activities:
      Change in unrealized depreciation of investments                   405,177        300,000
      Depreciation                                                        12,546          9,131
      Amortization of deferred financing costs                            28,125           --
      Amortization of beneficial conversion feature on convertible
        debentures                                                       234,926           --
      Loss on sale of furniture and fixtures                              12,874           --
      Forgiveness of notes payable                                          --          (14,000)
      Changes in operating assets and liabilities:
        Other assets                                                      47,368         (5,557)
        Bank overdraft                                                      --           15,702
        Accounts payable                                                  84,760         20,946
        Accrued expenses                                                 (17,351)          --
        Loans payable                                                       --          (12,000)
                                                                     -----------    -----------
          Net cash used in operating activities                         (593,881)      (658,830)
                                                                     -----------    -----------
Cash flows from investing activities:
  Purchase of equipment                                                     --          (39,033)
  Investments in and advances to portfolio investment companies         (627,699)      (731,848)
                                                                     -----------    -----------
          Net cash used in investing activities                         (627,699)      (770,881)
                                                                     -----------    -----------
Cash flows from financing activities:
  Proceeds from sale of common stock                                   1,105,000      1,403,849
  Proceeds from convertible debenture                                     50,000           --
  Additional proceeds from sale of common stock in prior year             91,019           --
  Loan proceeds from related parties                                      11,500           --
  Purchase of Series B preferred stock                                      --          (30,000)
  Stock issued for redemption of Series B preferred stock                   --           50,000
  Legal and other expense associated with stock issuances                   --            5,345
                                                                     -----------    -----------
          Net cash provided by financing activities
                                                                       1,257,519      1,429,194
                                                                     -----------    -----------
Net increase (decrease) in cash and cash equivalents                      35,939           (517)
Cash and cash equivalents, beginning of period                            43,466            517
                                                                     -----------    -----------
Cash and cash equivalents, end of period                                  79,405           --
                                                                     ===========    ===========
</TABLE>





See accompanying notes to financial statements.

                                       6
<PAGE>
<TABLE>
<CAPTION>


                    GLOBAL BEVERAGE SOLUTIONS, INC.
                 Statements of Changes in Net Assets
            Nine Months Ended September 30, 2005 and 2004
                             (Unaudited)


                                                                    2005           2004
                                                                -----------    -----------
<S>                                                             <C>            <C>
Changes in net assets from operations:
  Net loss from operations                                      $  (927,304)   $  (673,052)
  Net realized loss on sale of investments, net                     (69,825)          --
  Change in net unrealized depreciation of investments, net        (405,177)      (300,000)
                                                                -----------    -----------
    Net decrease in net assets from operations                   (1,402,306)      (973,052)
                                                                -----------    -----------

Capital stock transactions:
  Common stock issued for cash                                    1,105,000      1,403,849
  Conversion of convertible debentures                              293,751           --
  Additional proceeds from sale of common stock in prior year        91,019           --
  Common stock issued in acquisition of investments                    --          372,000
  Series B preferred stock transactions                                --           20,000
  Legal and other expense associated with stock issuances              --            5,345
                                                                -----------    -----------
    Net increase in net assets from stock transactions            1,489,770      1,801,194
                                                                -----------    -----------
Net increase in net assets                                           87,464        828,142
Net assets, beginning of period                                     396,001        427,766
                                                                -----------    -----------
Net assets, end of period                                       $   483,465    $ 1,255,908
                                                                ===========    ===========
</TABLE>















See accompanying notes to financial statements.

                                       7
<PAGE>

                         GLOBAL BEVERAGE SOLUTIONS, INC.
                              Financial Highlights
                  Nine Months Ended September 30, 2005 and 2004
                                   (Unaudited)

                                                         2005            2004
                                                    -----------     -----------

PER SHARE INFORMATION
 Net asset value, beginning of period               $    2.1302     $     19.70
 Net decrease from operations                           (0.0783           (6.95)
 Net change in realized losses and unrealized
  appreciation (depreciation) of investments, net       (0.0401           (3.09)
 Net increase (decrease) from stock transactions        (1.9967           (0.19)
                                                    -----------     -----------
     Net asset value, end of period                 $    0.0151     $      9.47
                                                    ===========     ===========

RATIOS/SUPPLEMENTAL DATA
 Net assets, end of period                          $   483,465     $   396,001

 Average net assets                                     367,783         939,961

 Ratio of expenses to average net assets                    252%             72%

 Ratio of net loss to average net assets                    381%            104%




















See accompanying notes to financial statements.

                                       8
<PAGE>
<TABLE>
<CAPTION>

                         GLOBAL BEVERAGE SOLUTIONS, INC.
                             Schedule of Investments
                                  September 30,
                                      2005
                                   (Unaudited)

             Date of                                                              Original           Fair
Shares     Acquisition                                                              Cost            Value
<S>        <C>              <C>                                                  <C>            <C>
                            COMMON STOCK IN PORTFOLIO COMPANIES

  8%         Jun-05          Titanium Design Studio, Inc., privately held;
                            41% of net assets; a titanium jewelry manufacturer   $   200,000    $   200,000
  9%         Jul-05         EON Beverage Group, Inc., privately held;
                            83% of net assets; manufactures structured water
                            pursuant to proprietary process                          400,000        400,000
                            Investments with $0 value - see schedule below           405,177           --
                                                                                 -----------    -----------
                            Total investments at September 30, 2005              $ 1,005,177        600,000
                                                                                 ===========
                            Cash and other assets, less liabilities                 (116,535)
                                                                                 -----------
                            Net assets at September 30, 2005                     $   483,465
                                                                                 ===========

                            SCHEDULE OF INVESTMENTS WITH $0 VALUE

 51%         Aug-04         Island Tribe, Inc., privately held; 0% of net
                            assets; distributor of extreme sports apparel        $   405,177    $      --
100%                        Unboxed Distribution, Inc., a wholly owned
                            subsidiary; 0% of our net assets; inactive
                            distributor of extreme sports apparel                    927,154           --
100%                        Total Sports Distribution, Inc., a wholly owned
                            subsidiary; 0% of our net assets; inactive
                            distributor of extreme sports apparel                    484,658           --
                            Discontinued investments
                                                                                  (1,411,812)          --
                                                                                 -----------    -----------
                                                                                 $   405,177    $      --
                                                                                 ===========    ===========
</TABLE>









See accompanying notes to financial statements.


                                       9
<PAGE>
<TABLE>
<CAPTION>


                         GLOBAL BEVERAGE SOLUTIONS, INC.
                             Schedule of Investments
                                  December 31,
                                      2004
             Date of                                                              Original           Fair
Shares     Acquisition                                                              Cost            Value
<S>        <C>              <C>                                                  <C>            <C>
                            COMMON STOCK IN PORTFOLIO COMPANIES

 51%         Aug-04         Island Tribe, Inc., privately held; 95% of net
                            assets; distributor of extreme sports apparel     $   377,478    $   377,478
                            Investments with $0 value - see schedule below           --             --
                                                                              -----------    -----------
                            Total investments at December 31, 2004            $   377,478        377,478
                                                                                             ===========
                            Cash and other assets, less liabilities                18,523
                                                                              -----------
                            Net assets at December 31, 2004                   $   396,001
                                                                              ===========

                            SCHEDULE OF INVESTMENTS WITH $0 VALUE

100%                        Unboxed Distribution, Inc., a wholly owned
                            subsidiary; 0% of our net assets; inactive
                            distributor of extreme sports apparel             $   927,154    $      --
100%                        Total Sports Distribution, Inc., a wholly owned          --             --
                            subsidiary; 0% of our net assets; inactive
                            distributor of extreme sports apparel                 484,658           --
                            Discontinued investments                           (1,411,812)
                                                                              -----------    -----------
                                                                              $      --      $      --
                                                                              ===========    ===========
</TABLE>









See accompanying notes to financial statements.


                                       10
<PAGE>

                         GLOBAL BEVERAGE SOLUTIONS, INC.
                          Notes to Financial Statements
                                   (Unaudited)


(1)      DESCRIPTION OF BUSINESS

(A)      ORGANIZATION AND BUSINESS
----------------------------------

Mercury Software, a Nevada corporation, was incorporated on January 29, 1997 and
its name was changed to MedEx Corp. on June 24, 2002.  Aussie Apparel Group Ltd.
("Aussie Apparel" or the "Company"),  a Nevada corporation,  was incorporated on
August 26,  2002.  In October  2002,  MedEx Corp.  issued an  aggregate of 2,600
shares  (6,500,000  pre  reverse  stock  split)  of  its  common  stock  to  the
shareholders  of the Company in  connection  with the merger of the Company with
MedEx  Corp.,  whose  name was then  changed to  "Aussie  Apparel  Group Ltd" on
October 21, 2002.  Since the  shareholders of the Company became the controlling
shareholders of MedEx Corp.  after the exchange,  the Company was treated as the
acquirer for accounting  purposes.  Accordingly,  the financial  statements,  as
presented  herein,  are the historical  financial  statements of the Company and
include the transactions of MedEx Corp. only from the date of acquisition, using
reverse merger accounting.

On June 19, 2003, the Company became a "Business  Development  Company"  ("BDC")
pursuant to  applicable  provisions of the  Investment  Company Act of 1940 (the
"Investment Company Act").

The Company's name was changed to Bluetorch Inc. (hereinafter "Bluetorch" or the
"Company"), effective November 3, 2003.

On March 12, 2005, the Company and one of its wholly-owned  portfolio investment
companies,  Unboxed Distribution,  Inc. ("Unboxed"),  signed a Mutual Settlement
and Release  Agreement  with Gotcha Brands Inc.,  the Bluetorch  licensor.  This
agreement  required  Unboxed to cease the selling  and  marketing  of  Bluetorch
apparel and the Company  also agreed to change its  corporate  name by April 20,
2005.

On March 22, 2005, the Company and one of its wholly-owned  portfolio investment
companies,  Total Sports  Distribution,  Inc.,  ("Total Sports") signed a Mutual
Settlement and Release Agreement with Collective Licensing  International,  LLC,
the licensor of the Airwalk apparel brand. This agreement  required Total Sports
to cease selling and marketing Airwalk apparel.

Effective April 18, 2005, the Company  implemented a 2500-to-1  reverse split of
its common stock.  Immediately  following  this reverse stock split,  there were
218,500 common shares of the Company issued and outstanding.

On April 19, 2005 in  accordance  with the above Mutual  Settlement  and Release
Agreement, the Company amended its articles of incorporation to implement a name
change of the Company.  Effective  April 25, 2005 the  Company's new name became
"Pacific Crest  Investments"  (the "Company") and its common stock began trading
under this new name with a new exchange symbol.



                                       11
<PAGE>

Following  the  public  announcement  of the  Company's  new name,  the  Company
received  notice that another  corporation  had a name similar to Pacific  Crest
Investments.  In order to avoid potentially  prolonged and expensive litigation,
the Company agreed to change its name from Pacific Crest Investments.  Effective
May 5, 2005, the Company's new name is Pacific Peak Investments (hereinafter the
"Company").

On June 6, 2005,  the Company  signed a Share  Purchase  Agreement with Titanium
Design Studio, Inc. ("TDS"), a Nevada corporation,  whereby the Company invested
$200,000 in cash in exchange for 8% of the issued and  outstanding  common stock
of TDS.  TDS has a  proprietary  manufacturing  process  which allows it to cast
precision  titanium  jewelry  resulting in a level of detail not  obtainable  by
milling titanium.  TDS can economically produce and supply jewelry in shapes and
patterns which were  previously  considered to be impossible or  uneconomical to
manufacture.  TDS believes its technology has applications in other  industries,
including aerospace,  dentistry, sporting goods (fishing rods) and commemorative
coins.

On July 1, 2005, the Company and one of its  wholly-owned  portfolio  investment
companies,  Total Sports,  signed a Mutual Settlement and Release Agreement with
Krash  Distribution  Inc.,  the  licensor of TSABrand  apparel.  This  agreement
required Total Sports to cease selling and marketing of TSABrand apparel.

On July 8, 2005, the Company  consummated the  transactions  contemplated by the
Share Purchase  Agreement  (dated June 28, 2005) with EON Beverage  Group,  Inc.
("EON") and, as a result,  the Company has invested  $400,000 in exchange for 9%
of the issued and outstanding  common stock of EON. EON manufactures  structured
water through a proprietary  process (patent pending) which alters the molecular
structure of purified water.  Structured water is a relatively new concept which
is generally defined as water molecules  organized through hydrogen bonding into
distinct  molecular  structures.  This  allows the users of EON water to achieve
enhanced intra-cellular hydration through significant absorption capability that
is crucial for maximum biological activity and improved athletic performance.

On October 10, 2005, the Company changed its name to Global Beverage  Solutions,
Inc. and began trading on the OTC Bulletin Board under the symbol GBVS.OB.

Pursuant   to   Regulation   S-X  Rule  6,  the  Company   will   operate  on  a
non-consolidated  basis.  Operations of the portfolio companies will be reported
at the  subsidiary  level  and  only the  appreciation  or  impairment  of these
investments in portfolio  companies will be included in the Company's  financial
statements.

(B)      CONDENSED FINANCIAL STATEMENTS
---------------------------------------

The  accompanying  condensed  financial  statements  have been  prepared  by the
Company  without audit.  In the opinion of management,  all  adjustments  (which
include  only normal  recurring  adjustments)  necessary  to present  fairly the
financial  position as of September 30, 2005 and the results of  operations  and
cash flows for all periods presented have been made.



                                       12
<PAGE>

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America have been condensed or omitted.  It is suggested
that  these  condensed  financial  statements  be read in  conjunction  with the
financial  statements and notes thereto  included in the Company's  December 31,
2004 audited  financial  statements on Form 10-K.  The results of operations for
the interim periods  presented are not  necessarily  indicative of the operating
results for the full years.

(C)      RECLASSIFICATIONS
--------------------------

Certain   reclassifications  have  been  made  to  the  prior  period  financial
statements to conform to the current period presentation.

(D)      GOING CONCERN
----------------------

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern,  which  contemplates,  among other things, the
realization  of assets and  satisfaction  of liabilities in the normal course of
business.  As of September 30, 2005, the Company has an  accumulated  deficit of
$9,353,850  and had net losses  totaling  $1,402,306  for the nine months  ended
September  30, 2005.  Additionally,  as of September  30, 2005,  the Company had
negative  working  capital of  $116,535.  These  factors,  among  others,  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The  Company  intends  to fund  operations  through  debt and  equity  financing
arrangements  which management  believes may be insufficient to fund its capital
expenditures,  working capital and other cash  requirements  for the next twelve
months.  Therefore,  the Company  will be required to seek  additional  funds to
finance its long-term  operations.  The successful  outcome of future activities
cannot be determined  at this time and there is no assurance  that, if achieved,
the Company will have sufficient funds to execute its intended  business plan or
generate positive operating results.

Management plans to take the following steps in response to these issues:

         (i)      Revenue

         It has been determined that, as an investment company, the Company will
         only invest in/acquire cash flow positive and profitable  businesses or
         businesses   most  likely  to  generate   positive  cash  flow  in  the
         foreseeable  future.  It is intended that these entities will have good
         growth  potential  as a result of access to capital  and/or  additional
         management acumen.

         As part of this strategic process,  the Company will look beyond action
         sports  apparel  for  acquisition  opportunities  so as to include  all
         consumer  product  categories  that have the  potential  for a positive
         return on investment.  It is believed that this new direction will both
         reduce the risk for the Company and its shareholders as well as provide
         the best opportunity for long-term shareholder value.




                                       13
<PAGE>

         Regarding two of the Company's portfolio investment companies,  Unboxed
         and Total  Sports,  it had  become  clear  that  profitability  in both
         entities  was not  possible in the near  future.  As noted  above,  the
         Company has signed Mutual  Settlement  and Release  Agreements to cease
         the licensing agreements with the licensors for the Airwalk,  Bluetorch
         and TSABrand labels.  There were significant  future guaranteed royalty
         amounts payable by these portfolio  investment  companies in accordance
         with  the  existing  licensing  agreements  and so it  was in the  best
         interests  of the Company and the  portfolio  investment  companies  to
         mitigate the substantial  potential  losses.  Accordingly,  it has been
         determined  that  it is not  in the  best  interests  of the  Company's
         shareholders  to  continue  the flow of capital to these two  portfolio
         investment companies.

         In addition,  it was determined that future prospects for Island Tribe,
         Inc.  ("Island  Tribe") were unlikely to provide  profitability  in the
         foreseeable  future  sufficient  to  provide a return on the  Company's
         investment.  Accordingly,  the Company fully reserved its investment in
         Island  Tribe and is pursuing a  transaction  which would result in the
         return of 12,000 shares of the  Company's  common stock in exchange for
         the Company returning its investment in Island Tribe.

         The  Company  will,  however,  continue  to fund and invest in Titanium
         Design Studio, Inc. and EON Beverage Group, Inc. (see Note 2).

         (ii)     Financing

         On June 19,  2003,  an  Offering  Circular  was filed  authorizing  the
         Company to raise up to $3,000,000 via sale of its common stock. Through
         June 30, 2005,  the Company has raised  $2,267,057  against this limit.
         This sum includes both cash proceeds and conversion of debt.

         On June 24, 2004,  another Offering  Circular was filed authorizing the
         Company to raise up to $5,000,000 via sale of its common stock.

         On May 18, 2005,  the Company  signed a  non-binding  Term Sheet ("TS")
         with Interim Capital Corp. ("Interim"), representing certain investors.
         This TS  summarized  the basic terms and  conditions  for the sale of a
         total  of  20,800,000  common  shares  of the  Company  for a total  of
         $1,040,000.  As of September 30, 2005, the Company had sold  20,700,000
         shares for a total of  $1,035,000,  leaving a balance of 100,000 shares
         on this TS.

         On June 25, 2005, the Company filed a new Offering Circular to raise an
         additional $5,000,000 via sale of its common stock.

         On July 5, 2005,  in an additional  transaction  to the TS, the Company
         and Interim  Capital Corp.,  an agent for certain  investors,  signed a
         funding  agreement for the sale of a total of 14,200,000  common shares
         of the Company for a total of $994,000.  As of September 30, 2005,  the
         Company had collected $70,000 for 1,000,000 common shares.



                                       14
<PAGE>

Whereas the Company believes it will be successful with its plans, due to Market
factors and  economic  conditions,  no  assurance  can be given that  additional
financing will be available on favorable terms or at all.

The   financial   statements   do  not  include  any   adjustments   related  to
recoverability  and  classification  of the  carrying  amounts  of assets or the
amounts and  classification  of liabilities that might result should the Company
be unable to continue as a going concern.


(2)      INVESTMENTS

TITANIUM DESIGN STUDIO, INC. ("TDS")
------------------------------------
On June 6, 2005,  the  Company  signed a Share  Purchase  Agreement  with TDS, a
Nevada  corporation,  whereby the Company invested  $200,000 in cash in exchange
for 8% of the issued and outstanding common stock of TDS.

TDS has a proprietary  manufacturing  process which allows it to cast  precision
titanium  jewelry  resulting  in a level of detail  not  obtainable  by  milling
titanium. TDS can economically produce and supply jewelry in shapes and patterns
which  were   previously   considered  to  be  impossible  or   uneconomical  to
manufacture.  TDS believes its technology has applications in other  industries,
including aerospace,  dentistry, sporting goods (fishing rods) and commemorative
coins.

EON BEVERAGE GROUP, INC. ("EON")
---------------------------------
On July 8, 2005, the Company  consummated the  transactions  contemplated by the
Share Purchase  Agreement  (dated June 28, 2005) with EON and, as a result,  the
Company has invested  $400,000 in exchange for 9% of the issued and  outstanding
common stock of EON.

EON manufactures structured water through a proprietary process (patent pending)
which alters the molecular  structure of purified water.  Structured  water is a
relatively new concept which is generally  defined as water molecules  organized
through hydrogen  bonding into distinct  molecular  structures.  This allows the
users  of  EON  water  to  achieve  enhanced  intra-cellular  hydration  through
significant  absorption  capability  that  is  crucial  for  maximum  biological
activity and improved athletic performance.

ISLAND TRIBE, INC. ("ISLAND TRIBE")
-----------------------------------
As noted above,  the Company  purchased a 51% interest in Island  Tribe,  a surf
apparel company. The consideration for this investment was $372,000,  consisting
of 12,000 restricted  common shares  (30,000,000 pre reverse stock split) in the
Company being issued at a pre-split  per-share  price of $0.0124.  The effective
date of this  transaction  was  August  1,  2004.  Over the  next 4 years,  this
purchase  agreement  provided  for the  Company  to receive  an  additional  24%
ownership of Island  Tribe.  The Company was  obligated  to pay certain  royalty
commissions  on future  sales of Island  Tribe  product for the  duration of the
agreement,  which  commenced in 2004 and would  conclude in 2016.  These royalty
commissions  range from 8% in 2004 to 2% in 2016 and would  only  become due and
payable each year when annual sales of $372,000 were achieved.




                                       15
<PAGE>

VALUATION OF INVESTMENTS
------------------------

As required by the SEC's  Accounting  Series Release ("ASR") 118, the investment
committee of the Company is required to assign a fair value to all  investments.
To comply with  Section  2(a) (41) of the  Investment  Company Act and Rule 2a-4
under the Investment Company Act, it is incumbent upon the board of directors to
satisfy  themselves  that  all  appropriate  factors  relevant  to the  value of
securities  for which  market  quotations  are not readily  available  have been
considered  and to  determine  the method of  arriving at the fair value of each
such security. To the extent considered necessary, the board may appoint persons
to  assist  them in the  determination  of such  value  and to make  the  actual
calculations pursuant to the board's direction.  The board must also, consistent
with this responsibility,  continuously review the appropriateness of the method
used in valuing each issue of security in the Company's portfolio. The directors
must recognize their  responsibilities  in this matter and,  whenever  technical
assistance is requested from individuals who are not directors,  the findings of
such individuals must be carefully reviewed by the directors in order to satisfy
themselves that the resulting valuations are fair.

No single standard for determining  "fair value in good faith" can be laid down,
since fair value depends upon the  circumstances  of each individual  case. As a
general  principle,  the current  "fair value" of an issue of  securities  being
valued by the board of  directors  would  appear to be the amount that the owner
might  reasonably  expect to receive for them upon their current  sale.  Methods
that are in accord with this principle may, for example,  be based on a multiple
of earnings,  or a discount from market of a similar freely traded security,  or
yield to maturity  with respect to debt issues,  or a  combination  of these and
other methods. Some of the general factors that the directors should consider in
determining a valuation method for an individual issue of securities include: 1)
the fundamental  analytical  data relating to the investment,  2) the nature and
duration of restrictions on disposition of the securities,  and 3) an evaluation
of the forces which influence the market in which these securities are purchased
and sold.  Among the more specific  factors which are to be considered are: type
of security,  financial statements,  cost at date of purchase,  size of holding,
discount from market value of unrestricted  securities of the same class at time
of  purchase,  special  reports  prepared  by  analysis,  information  as to any
transactions  or  offers  with  respect  to the  security,  existence  of merger
proposals or tender offers affecting the securities,  price and extent of public
trading in similar  securities of the issuer or  comparable  companies and other
relevant matters.

The Board of Directors  has arrived at the  following  valuation  method for its
investments.  Where there is not a readily  available source for determining the
market value of any  investment,  either  because the investment is not publicly
traded or is thinly traded, and in the absence of a recent appraisal,  the value
of the investments shall be based on the following criteria:

         1.       Total amount of the Company's actual investment  ("AI").  This
                  amount shall include all loans,  purchase  price of securities
                  and fair value of securities given at the time of exchange.



                                       16
<PAGE>

         2.       Total revenues for the preceding twelve months ("R").
         3.       Earnings before interest, taxes and depreciation ("EBITD")
         4.       Estimate of likely sale price of investment ("ESP")
         5.       Net assets of investment ("NA")
         6.       Likelihood of investment  generating  positive  returns (going
                  concern).

The estimated value of each investment shall be determined as follows:

         -        Where no or limited revenues or earnings are present, then the
                  value shall be the greater of the  investment's a) net assets,
                  b)  estimated  sales  price,  or c)  total  amount  of  actual
                  investment.
         -        Where  revenues  and/or  earnings are present,  then the value
                  shall be the greater of one-time  (1x) revenues or three times
                  (3x)  earnings,  plus the  greater  of the net  assets  of the
                  investment or the total amount of the actual investment.
         -        Under both  scenarios,  the value of the  investment  shall be
                  adjusted  down if there is a reasonable  expectation  that the
                  Company will not be able to recoup the  investment or if there
                  is reasonable doubt about the investment's ability to continue
                  as a going concern.


Based on the previous  methodology,  the Company determined that its investments
in its portfolio companies should be valued at September 30, 2005 as follows:

     -   UNBOXED DISTRIBUTION, INC. ("UNBOXED")
         --------------------------------------
         Unboxed  has  been  valued  at $0  due  to the  Company's  decision  to
         discontinue  the flow of capital to this entity.  The sales for Unboxed
         were  progressing  slowly and not fast  enough to justify  the  minimum
         royalties due in 2005  ($130,000)  and 2006  ($300,000).  As previously
         noted,  on  March  12,  2005,  Unboxed  and  Bluetorch  signed a Mutual
         Settlement  and Release  Agreement  with the licensor of the  Bluetorch
         label.  The write down in the  investment in Unboxed for the year ended
         December 31, 2004 totaled $927,154.

     -   TOTAL SPORTS DISTRIBUTION, INC. ("TOTAL SPORTS")
            ---------------------------------------------
         Total  Sports has been valued at $0, due to the  Company's  decision to
         discontinue the flow of capital to this entity.  It had become apparent
         that the  anticipated  revenue flow for 2005 was not progressing at the
         rate the board of directors and management  anticipated  and would fall
         well short of  expectations.  As the board of directors and  management
         looked at the Company's  contractual  royalty  minimums for the Airwalk
         label for 2005 and  beyond,  it became  clear that the  Company was not
         going to be able to meet the revenue  objectives from which the royalty
         minimums  were  based.  These  minimums  were  $920,000 in 2005 with an
         additional  $3,960,000  due between 2006 and 2008.  In  addition,  this
         situation  was going to  negatively  impact  Total  Sport's  ability to
         market and sell the TSABrand label.  As previously  noted, on March 22,
         2005, Total Sports and Bluetorch signed a Mutual Settlement and Release
         Agreement with the licensor of the Airwalk label. The write down in the
         investment in Total Sports for the year ended December 31, 2004 totaled
         $484,658.



                                       17
<PAGE>

     -   ISLAND TRIBE, INC. ("ISLAND TRIBE")
          ----------------------------------
         Island  Tribe has been valued at $0, due to the  Company's  decision to
         discontinue the flow of capital to this entity.  It was determined that
         future   prospects   for  Island   Tribe  were   unlikely   to  provide
         profitability in the foreseeable  future sufficient to provide a return
         on the Company's  investment.  Accordingly,  the Company fully reserved
         its  investment  in Island  Tribe and is pursuing a  transaction  which
         would  result in the return of 12,000  shares of the  Company's  common
         stock in exchange for the Company  returning  its  investment in Island
         Tribe.

     -   TITANIUM DESIGN STUDIO, INC. ("TDS")
         ------------------------------------
         Titanium  Design  Studio,  Inc. has been valued at $200,000,  being the
         price paid by the Company on June 6, 2005 for an 8% ownership of TDS.

         The fair value of $200,000 represents the Company's actual investment,
         in accordance with the valuation model described above.

     -   EON BEVERAGE GROUP, INC. ("EON")
         --------------------------------
         On July 8, 2005, the Company consummated the transactions  contemplated
         by the Share Purchase  Agreement (dated June 28, 2005) with EON and, as
         a result,  the Company has invested  $400,000 in exchange for 9% of the
         issued and outstanding common stock of EON.


(3)      DEBT

As of December 31, 2004, the Company had convertible  debentures of $8,824,  net
of discount of $234,926.  The debenture  holder  converted these debentures into
common stock during the first six months of 2005.

The convertible feature of the above convertible  debentures provides for a rate
of conversion that is below market value. Such feature is normally characterized
as a "beneficial  conversion feature" ("BCF").  Pursuant to Emerging Issues Task
Force ("EITF")  Issue No. 98-5,  "Accounting  For  Convertible  Securities  with
Beneficial Conversion Features or Contingently  Adjustable Conversion Ratio" and
EITF Issue No. 00-27, "Application of EITF Issue No. 98-5 To Certain Convertible
Instruments,"  the  Company  has  estimated  the  fair  value  of such BCF to be
approximately $375,000 related to these debentures and recorded such amount as a
debt  discount.  Such discount is being  amortized to interest  expense over the
term of the notes.  Amortization  expense during the nine months ended September
30, 2005 was $306,500 (all fully amortized by June 30, 2005).




                                       18
<PAGE>

(4)      EQUITY

COMMON STOCK:
-------------

Effective April 18, 2005, the Company  implemented a 2500-to-1  reverse split of
its common stock.  Immediately  following  this reverse stock split,  there were
218,500 issued and outstanding common shares of the Company.

During the three months ended September 30, 2005, the Company issued  21,700,000
shares of common stock, all issued after the 2500-to-1 reverse stock split which
became effective on April 18, 2005, resulting in cash received by the Company of
$1,105,000.  The stock  subscription  receivable at June 30, 2005, was collected
during the quarter ended September 30, 2005.

On March 17, 2005,  the Company  issued a  convertible  debenture in a principal
amount of $50,000, convertible into 20,000 common shares (50,000,000 pre reverse
split).  During the three  months  ended March 31, 2005,  the  debenture  holder
converted   $30,000  of  the  debenture  into  12,000  shares  of  common  stock
(30,000,000 pre reverse split). During the three months ended June 30, 2005, the
debenture holder had converted the remaining $20,000 of the debenture into 8,000
common shares  (20,000,000 pre reverse split),  which were previously issued and
held in escrow.

On May 18,  2005,  the board of  directors  of the Company  adopted a resolution
instructing the management of the Company to discuss, with the holders of shares
of preferred  series C stock ("Series CPS"), a  recommendation  of the Company's
board of directors that the holders of Series CPS agree to convert Series CPS to
restricted  common  shares,  which would be issued with the  restrictive  legend
under Rule 144, and so could not be sold for at least twelve (12) months.

The purpose of the above  resolution was to provide the Company the  opportunity
to secure capital financing to allow the Company to survive and move forward for
the benefit of all shareholders.

Further to the subsequent  discussions by Company management with the holders of
Series CPS,  all  10,000,000  Series CPS were  converted  to  10,000,000  common
shares, the substantial majority of which were restricted common shares.

PREFERRED STOCK:
---------------

The Company is authorized to issue up to 50,000,000 shares of preferred stock at
$0.001 par value.

               Convertible preferred series A stock ("Series APS")
               ---------------------------------------------------

         o        400,000 shares originally authorized.
         o        None issued or outstanding at September 30, 2005.




                                       19
<PAGE>

               Convertible preferred series B stock ("Series BPS")
               ---------------------------------------------------

         o        610,000 shares authorized.
         o        132,500 issued and outstanding at June 30, 2005.
         o        During the nine months ended  September  30, 2005,  57,500 BPS
                  shares were converted into 68,757 shares of common stock.
         o        The  holders  of  the  Series  BPS  are  entitled  to  receive
                  dividends  on the  number of shares of Series  BPS,  which are
                  converted into shares of Company common stock, at the dividend
                  rate of 6% of the  conversion  price for the  number of shares
                  converted,  payable in cash or in common  stock.  The dividend
                  rate is based  upon the ten (10)  day  average  of the  lowest
                  closing  bid price  prior to the date of  conversion  ("Market
                  Price").
         o        The Series BPS are convertible  into common stock based upon a
                  conversion price equal to the number of shares being converted
                  divided by 80% of the Market Price  described in the preceding
                  paragraph.  All  shares of Series  BPS  outstanding  three (3)
                  years  from  the  date  of  issuance  shall  automatically  be
                  converted into common stock based upon the foregoing formula.
         o        Series BPS have preferred  treatment  upon  liquidation of the
                  Company.  The  holders  of  Series  BPS  are  entitled,   upon
                  liquidation,  dissolution  or  winding up of the  Company,  to
                  receive 120% of the outstanding  unconverted  principal amount
                  of the Series BPS before the holders of common  shares and any
                  other class or series of preferred stock.
         o        Series  BPS  holders  are  entitled  to one vote per  share of
                  Series BPS.
         o        Series  BPS,  voting  together  as a class,  have the right to
                  elect one (1) director.

               Convertible preferred series C stock ("Series CPS")
               ---------------------------------------------------

         o        10,000,000 shares authorized.
         o        None issued or outstanding at June 30, 2005.
         o        As noted  above,  during the three months ended June 30, 2005,
                  all 10,000,000  Series CPS were converted to 10,000,000 common
                  shares,  the  substantial  majority  of which were  restricted
                  common shares.
         o        The  holders of the Series  CPS were not  entitled  to receive
                  dividends  and  were  convertible  into  common  stock  of the
                  Company  in an amount  equal to the number of Series CPS being
                  converted.  In connection  with any  reorganizations,  merger,
                  consolidation  or sale of assets  involving  the Company,  the
                  number of Series  CPS  shares  outstanding  and the  number of
                  shares  of  common   stock  into  which  the  Series  CPS  are
                  convertible   will  not  be  affected  by  any  such   capital
                  reorganization.
         o        There is no liquidation preference for Series CPS holders.
         o        Series CPS, voting together as a class, had the right to elect
                  two (2) directors but had no other voting rights.







                                       20
<PAGE>

(5)      COMMITMENTS AND CONTINGENCIES

General
-------

The Company's  commitments and contingencies  include the usual obligations of a
BDC in the  normal  course of  business.  In the  opinion of  management,  these
matters are not  expected  to have a material  adverse  effect on the  Company's
financial position and results of operations.  In addition,  whereas the Company
may be  indirectly  impacted by claims and other  obligations  that arise at its
portfolio companies, management is not aware of any such claims.

Regulatory Compliance
---------------------

As a BDC, the Company operates in a highly regulated environment and must comply
with the requirements of the 1940 Act. The Company endeavors to be in compliance
with  the  requirements  of the  Act as  part  of its  investment  strategy  and
oversight functions.  Whereas compliance with such laws and regulations requires
interpretation,  the Company believes it is in compliance with such requirements
at  September  30,  2005.   However,  no  assurances  can  be  given  that  such
requirements will not change or that differing  interpretations  could result in
non-compliance or that such matters, if they arise, will be insignificant to the
Company's financial position or results of operations.

Legal
-----

The  Company  was served on October 20,  2005,  with a complaint  which had been
filed in San Diego County Court, San Diego, California by Golden Gate Investors.
In the  complaint,  Golden  Gate has  alleged  that  the  Company  owes  under a
promissory  note which also entitles the plaintiff to enter into similar  future
transactions.   The  Company  has  undertaken  discussions  with  the  plaintiff
regarding  settlement.  The Company has taken the position that the terms of the
transaction were not approved by its board of directors nor terms under which it
could accept, in part because of restrictions on debt issuances and issuances of
stock without  consideration.  The Company believes its prospects for settlement
of this action are good and have included discussions  regarding  reformation of
the  terms  of the  original  transaction  as well as  terms  for  possible  new
transactions with the plaintiff.













                                       21
<PAGE>

ITEM 2: MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

This  information  statement  contains  forward-looking   statements.  For  this
purpose,  any statements  contained herein that are not statements of historical
fact may be deemed to be forward-looking statements.  These statements relate to
future  events or our  future  financial  performance.  In some  cases,  you can
identify  forward-looking  statements  by  terminology  such as  "may",  "will",
"should",   "expects",   "plans",   "anticipates",    "believes",   "estimates",
"predicts",  "potential",  "continue"  or the  negative  of such  terms or other
comparable terminology. These statements are only predictions.  Actual events or
results may differ  materially.  There are a number of factors  that could cause
our  actual  results  to  differ   materially   from  those  indicated  by  such
forward-looking statements.

Although  we believe  that the  expectations  reflected  in the  forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity, performance or achievements. Moreover, we do not assume responsibility
for the accuracy and  completeness of such  forward-looking  statements.  We are
under no duty to update any of the forward-looking  statements after the date of
this  information  statement  to  conform  such  statements  to actual  results.
Management's  discussion  and analysis  should be read in  conjunction  with our
financial statements and the notes herein.

Critical Accounting Policies and Estimates
------------------------------------------

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations section discusses our financial statements,  which have been prepared
in accordance with accounting principles generally accepted in the United States
of America.  The preparation of these financial  statements  requires us to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses  during the reporting  periods.  On an on-going  basis, we
will evaluate our estimates and  judgments,  including  those related to revenue
recognition,  valuation of investments in portfolio companies, accrued expenses,
financing operations,  contingencies and litigation.  We will base our estimates
and  judgments on  historical  experience  and on various other factors that are
believed to be reasonable under the circumstances, the results of which form the
basis for making  judgments  about the carrying value of assets and  liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.  The most significant
accounting  estimates  inherent in the  preparation of our financial  statements
include  estimates as to the  appropriate  carrying  value of certain assets and
liabilities  which are not  readily  apparent  from other  sources,  such as the
investments in portfolio  companies.  These accounting policies are described at
relevant sections in this discussion and analysis and in the "Notes to Financial
Statements" included in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2004.

Results of Operations
---------------------

Three  months  ended  September  30, 2005 as compared to the three  months ended
September 30, 2004 -



                                       22
<PAGE>


         o        During the three months  ended  September  30, 2005,  selling,
                  general and  administrative  expense declined $60,876 (36%) to
                  $110,082 from $170,958 in the prior year period.  For the 2005
                  period,  professional services,  including accounting,  legal,
                  investment and other declined $57,169,  which accounts for the
                  majority of the decrease.

         o        During the 2005 period,  we  recognized a loss of $12,874 from
                  sale of our surplus furniture and fixtures.

         o        During the 2005 period,  we recorded an unrealized loss in the
                  amount of  $405,177,  as  compared  to an  unrealized  loss of
                  $300,000  in the prior  year  period.  The loss in 2005 is the
                  result of our  decision to fully  reserve our  investment  and
                  advances  to  Island  Tribe.  The loss in 2004 was based on an
                  inventory valuation for Unboxed and Total Sports.

Nine months  ended  September  30,  2005 as  compared  to the nine months  ended
September 30, 2004 -

         o        During the 2005  period,  selling  general and  administrative
                  expense  declined  $65,122  (10%) to $607,930 from $673,052 in
                  the  year  earlier  period.  During  2005,  professional  fees
                  declined $49,478,  miscellaneous  charges declined $80,722 and
                  professional fees incurred for due diligence were $75,000 with
                  none in the prior  year  period.  These  items  represent  the
                  primary changes in 2005 as compared to 2004.

         o        During the 2005 period,  we recorded  amortization  expense of
                  $306,500 from the beneficial conversion feature on convertible
                  debentures. There was no amortization during the 2004 period.

         o        During the 2005 period,  we  recognized a loss of $12,874 from
                  sale of our surplus furniture and fixtures.

         o        During the 2005  period,  we  recognized  a  realized  loss of
                  $69,825 from net expenses  paid  relating to the two portfolio
                  companies  we  discontinued  at the end of 2004  (Unboxed  and
                  Total Sports).

         o        During the 2005 period,  we recognized  an unrealized  loss of
                  $405,177 as compared to $300,000 in the 2004 period.  The loss
                  in 2005 is the result of our  decision  to fully  reserve  our
                  investment and advances to Island Tribe.  The loss in 2004 was
                  based on an inventory valuation for Unboxed and Total Sports.

Liquidity and Capital Resources
-------------------------------

         o        At  September  30,  2005,  we had net  assets of  $483,465  as
                  compared  to net assets of  $396,001  at  December  31,  2004.
                  During the 2005 period,  cash increased $35,939 to $79,405 and
                  our  investments in portfolio  companies  increased  $222,522,
                  net,  from $377,478 to $600,000.  Other assets,  consisting of
                  prepaid  expenses,  deferred  financing costs and property and
                  equipment   decreased   $100,914  primarily  as  a  result  of
                  converting the convertible  debentures to common stock and the
                  sale of  surplus  furniture  and  fixtures.  Liabilities  have
                  increased  $70,086 during 2005.  Accordingly,  the total asset
                  increase of $157,550,  when reduced by the liability  increase
                  of $70,086 resulted in a increase in net assets of $87,464.



                                       23
<PAGE>

         o        As of September 30, 2005,  the Company had no revenues and had
                  an accumulated deficit totaling $9,353,850 for the period from
                  August  26,  2002  (inception)  through  September  30,  2005.
                  Additionally,  as of  September  30,  2005,  the  Company  had
                  negative  working  capital of $116,535.  These factors,  among
                  others, raise substantial doubt about the Company's ability to
                  continue  as a going  concern.  The  Company  intends  to fund
                  operations  through  debt and  equity  financing  arrangements
                  which  management  believes  may be  insufficient  to fund its
                  capital   expenditures,   working   capital   and  other  cash
                  requirements  for  the  next  twelve  months.  Therefore,  the
                  Company will be required to seek  additional  funds to finance
                  its long-term  operations.  The  successful  outcome of future
                  activities  cannot be  determined at this time and there is no
                  assurance that, if achieved,  the Company will have sufficient
                  funds  to  execute  its  intended  business  plan or  generate
                  positive operating results.

Our Plan of Operation for the Next Twelve Months
------------------------------------------------

         o        As stated above, it has been determined that, as an investment
                  company, we will only invest in/acquire cash flow positive and
                  profitable  businesses or  businesses  most likely to generate
                  positive cash flows in the foreseeable future.  These entities
                  will  have  good  growth  potential  as a result  of access to
                  capital and/or additional management acumen.

         o        As part of this strategic process,  we will look beyond action
                  sports apparel for acquisition  opportunities so as to include
                  all consumer product  categories that have the potential for a
                  positive  return on  investment.  The board of  directors  and
                  management  believe that this new  direction  will both reduce
                  the  risk  for the  Company  and its  shareholders  as well as
                  provide the best opportunity for long-term shareholder value.

         o        Regarding two of our portfolio investment  companies,  Unboxed
                  and Total  Sports,  it was clear  that  profitability  in both
                  entities was not possible in the near future.  As noted above,
                  it was determined  that it is not in the best interests of our
                  shareholders  to  continue  the flow of  capital  to these two
                  portfolio  investment  companies  and these  investments  were
                  written-off as of December 31, 2004.

         o        In  addition,  it was  determined  that future  prospects  for
                  Island  Tribe were  unlikely to provide  profitability  in the
                  foreseeable  future  sufficient  to  provide  a return  on our
                  investment.  Accordingly,  we fully reserved our investment in
                  Island  Tribe and we are  pursuing a  transaction  which would
                  result in the return of 12,000  shares of our common  stock in
                  exchange for the return of our investment in Island Tribe.

         o        The  Company  will,  however,  continue  to fund and invest in
                  Titanium Design Studio, Inc. and EON Beverage Group, Inc.




                                       24
<PAGE>

Off Balance Sheet Arrangements
------------------------------

         o        None.


Contractual Obligations
-----------------------

         o        None.


















                                       25
<PAGE>

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's  business  activities contain elements of risk. Company management
considers  the  principal  types  of risk to be  valuations  of  investments  in
portfolio  companies  and  fluctuations  in  interest  rates.  We  consider  the
management of risk essential to conducting our business.  Accordingly,  our risk
management  systems and  procedures  are  designed  to identify  and analyze our
risks, to set appropriate  policies and limits and to continually  monitor these
risks and limits by means of reliable administrative and information systems and
other policies and programs.

As a BDC,  we plan to invest  in liquid  securities  including  debt and  equity
securities of primarily private companies. Our investments are generally subject
to restrictions on resale and generally have no established  trading market. Our
policy is to value our  investments at fair value.  There is no single  standard
for determining  fair value in good faith. As a result,  determining  fair value
requires that  judgment be applied to the specific  facts and  circumstances  of
each  portfolio  investment  while  employing a consistently  applied  valuation
process for each type of investment.

The  board of  directors  determine  fair  value to be the  amount  for which an
investment could be exchanged in an orderly disposition over a reasonable period
of time between willing parties other than in a forced or liquidation  sale. The
Company's  valuation  policy  considers the fact that no ready market exists for
substantially all of the securities in which the Company invests.  The Company's
valuation  policy is intended to provide a consistent  basis for determining the
fair value of the portfolio.  The Company will record unrealized depreciation on
investments  when the Company  believes  that an equity  security is doubtful or
when the enterprise value of the company does not currently  support the cost of
the Company's  debt or equity  investment.  Conversely,  the Company will record
unrealized  appreciation if it determines that the underlying  portfolio company
has appreciated in value and, therefore,  the Company's equity security has also
appreciated in value.  The values of any  investments  in public  securities are
determined  using quoted market prices  discounted for  restrictions  on resale.
Without  a  readily  ascertainable  market  value and  because  of the  inherent
uncertainty  of valuation,  the fair value of the Company's  investments  in its
portfolio  companies,  determined in good faith by the board of  directors,  may
differ  significantly  from the  values  that  would  have been used had a ready
market existed for the investments and the differences could be material.

In addition, the illiquidity of the Company's existing investments may adversely
affect its ability to dispose of debt and equity securities at times when it may
be otherwise  advantageous  for the Company to liquidate  such  investments.  In
addition,  if the Company was forced to immediately liquidate some or all of the
investments in the portfolio companies,  the proceeds of such liquidation may be
significantly less than the current value of such investments.

Because the Company may borrow  money to make  investments,  the  Company's  net
investment  income before net realized and  unrealized  gains or losses,  or net
investment  income, is dependent upon the difference  between the rates at which
the Company borrows funds and the rate at which the Company invests these funds.



                                       26
<PAGE>

As a  result,  there can be no  assurance  that a  significant  change in market
interest  rates will not have a material  adverse  effect on the  Company's  net
investment  income.  In periods of rising interest rates,  the Company's cost of
funds would  increase,  which would reduce the Company's net investment  income.
The Company may use a combination  of long-term and  short-term  borrowings  and
equity capital to finance its investing activities.






















                                       27
<PAGE>

ITEM 4: CONTROLS AND PROCEDURES

Evaluation of Controls and Procedures
-------------------------------------
The Company's board of directors and  management,  including the Chief Executive
Officer ("CEO") and Chief Financial Officer ("CFO"), evaluated the effectiveness
of the design and operation of the Company's disclosure controls and procedures,
as defined in Rule  13(a)-15(e)  and 15(d)-15(e) of the Exchange Act. Based upon
that evaluation, the Company's board of directors and management,  including the
CEO and CFO, concluded that, as of September 30, 2005, the Company's  disclosure
controls and procedures were effective in alerting  management on a timely basis
to  material  Company  information  that would be required to be included in our
periodic filings with the SEC.

Based on their most recent evaluation as of the Evaluation Date, the CEO and the
CFO have  also  concluded  that the  other  controls  and  procedures,  that are
designed to ensure that  information  required to be  disclosed  in our periodic
filings with the SEC, are adequate.

Changes in Internal Control
---------------------------
There were no significant  changes made in the Company's  internal controls over
financial reporting, during the three months ended September 30, 2005, that have
materially  affected,  or are  reasonably  likely to  materially  affect,  these
internal  controls.  Thus, no  corrective  actions,  with regard to  significant
deficiencies or material weaknesses, were necessary.

On September 14, 2005,  both the CEO and CFO resigned.  Mr. Richard T. Clark has
been appointed to serve as President,  Chief Executive Officer and Director. Mr.
Bryce Knight has been  appointed  to serve as  Vice-President,  Chief  Financial
Officer, Treasurer and Secretary.

At the time of its  election  as a business  development  company,  the  Company
adopted what it  considered  to be adequate  controls and  procedures  (the "Old
Controls").  These Old Controls lacked time  constraints that would force timely
posting of  transactions  and,  as a result,  the Company has been late with the
preparation of its financial disclosures on numerous occasions.  The Company has
undertaken a review of its controls to determine what additional controls should
be  implemented  to  insure  timely  filings  in the  future.  The  Company  has
determined  that  it  will  retain  outside   `bookkeeping   services'  under  a
contractual  relationship that includes  timeliness as a contractual  obligation
and may adopt additional  controls in the future.  In the preliminary  review of
the Old Controls, the Company determined that both assets of the Company and the
quality of its financial information are safeguarded but the issue of timeliness
has  been  problematic  and  requires  being  addressed.  The  Company  has also
determined  that it should  employ a Chief  Compliance  Officer  as  quickly  as
practical and intends to designate an individual with this responsibility.










                                       28
<PAGE>

                           PART II - OTHER INFORMATION
                           ---------------------------


ITEM 1.  LEGAL PROCEEDINGS

The  Company  was served on October 20,  2005,  with a complaint  which had been
filed in San Diego County Court, San Diego, California by Golden Gate Investors.
In the  complaint,  Golden  Gate has  alleged  that  the  Company  owes  under a
promissory  note which also entitles the plaintiff to enter into similar  future
transactions.   The  Company  has  undertaken  discussions  with  the  plaintiff
regarding  settlement.  The Company has taken the position that the terms of the
transaction were not approved by its board of directors nor terms under which it
could accept, in part because of restrictions on debt issuances and issuances of
stock without  consideration.  The Company believes its prospects for settlement
of this action are good and have included discussions  regarding  reformation of
the  terms  of the  original  transaction  as well as  terms  for  possible  new
transactions with the plaintiff.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6.  EXHIBITS

The following exhibits are filed with this report on Form 10-Q.

                  Exhibit 31        Certifications pursuant to 18 U.S.C. Section
                                    1350 Section 302 of the  Sarbanes-Oxley  Act
                                    of 2002

                  Exhibit 32        Certifications pursuant to 18 U.S.C. Section
                                    1350 Section 906 of the  Sarbanes-Oxley  Act
                                    of 2002




















                                       29
<PAGE>

                                    SIGNATURE

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.

                                                 GLOBAL BEVERAGE SOLUTIONS, INC.



         Date:    November 11, 2005              By: /s/ Richard T. Clark
                                                    ----------------------------
                                                    Richard T. Clark,
                                                    Chief Executive Officer