SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                  FORM 10 QSB/A
                                  -------------

(Mark One)

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

                         For the quarterly period ended
                                January 31, 2003

[ ]    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 0-24801

        Delaware                                         82-0506425
----------------------------                         -------------------
(State or other Jurisdiction                            (IRS Employer
    of incorporation)                                Identification No.)

                          AQUA VIE BEVERAGE CORPORATION
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

            P.O. Box 6759 333 South Main Street Ketchum, Idaho 83340
            --------------------------------------------------------
                    (Address of principal executive offices)

                                  208/622-7792
                        -------------------------------
                         (Registrant's telephone number)

Indicate by check mark whether the registrant (1) filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the last 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 the number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest practicable date.

            Class                            Outstanding at February 28, 2003
------------------------------               -------------------------------
Common Stock, Par value $0.001                          11,276,823


                                        1
<PAGE>

Item 1. Financial Statements:



                         AQUA VIE BEVERAGE CORPORATION

                    CONDENSED FINANCIAL STATEMENTS AND NOTES

                     FOR THE QUARTER ENDED JANUARY 31, 2003




















                                       2
<PAGE>



<TABLE>
<CAPTION>
                         AQUA VIE BEVERAGE CORPORATION
                                 BALANCE SHEETS
                                                                              January 31,
                                                                        2003           July 31,
                                                                    (Unaudited)           2002
                                                                  ----------------  -----------------

ASSETS

<S>                                                              <C>                <C>
     Cash                                                         $        11,990   $          2,179
     Accounts receivable                                                   13,858              6,471
     Inventory                                                            100,321            120,006
     Prepaid and other assets                                               6,737              6,737
                                                                  ----------------  -----------------
        Total Current Assets                                              132,906            135,393
                                                                  ----------------  -----------------

    PROPERTY AND EQUIPMENT
     Equipment                                                            201,608            201,608
     Less accumulated depreciation                                       (180,374)          (150,222)
                                                                  ----------------  -----------------
        Total Property and Equipment                                       21,234             51,386
                                                                  ----------------  -----------------

    OTHER ASSETS
     Intangibles                                                          281,164            281,164
     Less accumulated amortization                                       (145,732)          (105,433)
                                                                  ----------------  -----------------
        Total Other Assets                                                135,432            175,731
                                                                  ----------------  -----------------

    TOTAL ASSETS                                                  $       289,572   $        362,510
                                                                  ================  =================

LIABILITIES AND STOCKHOLDERS' DEFICIT

    CURRENT LIABILITIES
     Accounts payable                                             $       325,161   $        320,030
     Accounts payable - related party                                      74,474             54,292
     Bank overdraft                                                         1,198             16,388
     Settlements payable                                                   36,000             36,000
     Notes payable - current                                              460,579            218,422
     Accrued expenses                                                      66,076             87,367
     Accrued compensation, related party                                  300,000            180,000
     Loan from related party                                               94,786            156,325
                                                                  ----------------  -----------------
        Total Current Liabilities                                       1,354,274          1,068,824
                                                                  ----------------  -----------------

    LONG-TERM DEBT
     Notes payable - net of current portion                                10,179             10,928
                                                                  ----------------  -----------------

    COMMITMENTS AND CONTINGENCIES                                            --                 --
                                                                  ----------------  -----------------

    STOCKHOLDERS' DEFICIT
     Preferred stock, Series A, B, C, D, E, F, G, H, I and J $0.001
        par value, 5,000,000 shares authorized, 11,958 and 12,941
        shares issued and outstanding, respectively                            12                 13
     Common stock, $0.001 par value, 5,000,000,000 shares
        authorized, 9,722,023 and 5,337,551 shares
        issued and outstanding, respectively                                9,722              5,337
     Additional paid-in capital                                         7,815,340          7,008,584
     Subscriptions receivable                                             (20,329)                 -
     Accumulated deficit                                               (8,879,626)        (7,731,176)
                                                                  ----------------  -----------------
        Total Stockholders' Deficit                                    (1,074,881)          (717,242)
                                                                  ----------------  -----------------

    TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                   $       289,572   $        362,510
                                                                  ================  =================
</TABLE>



                                       3
<PAGE>

<TABLE>
<CAPTION>

                         AQUA VIE BEVERAGE CORPORATION
                            STATEMENT OF OPERATIONS
                                                                      Three Months Ended                   Six Months Ended
                                                                          January 31,                          January 31,
                                                             ----------------------------------   ----------------------------------
                                                                  2003              2002               2003              2002
                                                             ----------------  ----------------   ----------------  ----------------

<S>                                                          <C>               <C>                <C>               <C>
NET REVENUES                                                 $        15,976   $        76,064    $        42,396   $       122,922

COST OF GOODS SOLD                                                    14,585            90,942             40,665           172,642
                                                             ----------------  ----------------   ----------------  ----------------

GROSS PROFIT (LOSS)                                                    1,391           (14,878)             1,731           (49,720)
                                                             ----------------  ----------------   ----------------  ----------------

GENERAL AND ADMINISTRATIVE EXPENSES
      Promotion and advertising                                      454,500             9,132            579,668            77,288
      Legal and accounting                                            65,112            12,900            104,657            59,497
      Depreciation and amortization                                   30,091            33,863             70,450            74,222
      Officer's compensation                                          60,000                 -            120,000            60,000
      Other general and administrative expenses                      121,798            44,726            197,006           197,295
                                                             ----------------  ----------------   ----------------  ----------------
           Total Expenses                                            731,501           100,621          1,071,781           468,302
                                                             ----------------  ----------------   ----------------  ----------------

LOSS FROM OPERATIONS                                                (730,110)         (115,499)        (1,070,050)         (518,022)

OTHER EXPENSES
      Interest expense                                               (10,596)           (9,884)           (78,400)          (20,537)
                                                             ----------------  ----------------   ----------------  ----------------

LOSS BEFORE TAXES                                                   (740,706)         (125,383)        (1,148,450)         (538,559)

INCOME TAXES                                                               -                 -                  -                 -
                                                             ----------------  ----------------   ----------------  ----------------

NET LOSS                                                     $      (740,706)  $      (125,383)   $    (1,148,450)  $      (538,559)
                                                             ================  ================   ================  ================

NET LOSS PER COMMON SHARE
      BASIC AND DILUTED                                      $         (0$09)            (0.$4)       (0.16)  $         (0.01)
                                                             ================  ================   ================  ================

WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING, BASIC AND DILUTED                        8,303,903         3,265,659          7,110,367         3,225,023
                                                             ================  ================   ================  ================
</TABLE>


                                       4
<PAGE>


<TABLE>
<CAPTION>


                         AQUA VIE BEVERAGE CORPORATION
                       STATEMENT OF STOCKHOLDERS' DEFICIT

                                  Preferred Series A - J       Common Stock
                                  ----------------------  ---------------------  Additional
                                   Number                   Number                 Paid-in    Subscriptions Accumulated
                                   of Shares   Amount     of Shares    Amount      Capital      Receivable     Deficit        Total
                                  ---------  -----------  ---------- ---------- ------------- ------------ ------------  -----------
<S>                                 <C>      <C>          <C>        <C>        <C>           <C>          <C>           <C>
Balance, August 1, 2001             15,074   $       15   2,912,749  $   2,912  $  5,617,502  $  (176,977) $ (5,901,501) $ (458,049)

Issuance of common stock
    for cash at $0.81 per share          -            -     312,500        312       253,583            -            -      253,895

Issuance of common stock for services
    at an average of $0.68 per share     -            -     769,667        770       521,613            -            -      522,383

Issuance of common stock
    for debt at $1.04 per share          -            -     265,000        265       275,762            -            -      276,027

Issuance of common stock for
    settlement at $0.10 per share        -            -      12,000         12         1,188            -            -        1,200

Conversion of preferred Series A
    to common stock                   (376)           -      80,080         80           (80)           -            -            -

Conversion of preferred Series B
    to common stock                    (45)           -       9,562         10           (10)           -            -            -

Conversion of preferred Series D
    to common stock                (11,112)         (11)    925,993        926          (915)           -            -            -

Conversion of preferred Series E
    to common stock                   (600)          (1)     50,000         50           (49)           -            -            -

Forgiveness of payroll by officer        -            -           -          -        60,000            -            -       60,000

Issuance of preferred Series G for
    waiver from officer             10,000           10           -          -       279,990            -            -      280,000

Payment of stock subscriptions
    receivable                           -            -         -             -       176,977           -        176,977

Net loss for the year ended
    July 31, 2002                        -            -           -          -             -            -    (1,829,675) (1,829,675)
                                  --------  ----------- ----------- ---------- ------------- ------------ ------------  -----------
Balance, July 31, 2002              12,941          13   5,337,551      5,337     7,008,584            -    (7,731,176)   (717,242)

Conversion of preferred Series D
    to common stock                   (324           -      27,000         27           (27)           -            -            -

Issuance of common stock at $0.05
    to $0.35 per share
    for debt conversion                  -           -   2,267,124      2,268       216,040            -            -      218,308

Issuance of common stock at $0.30
    per ahare for settlements            -           -      15,800         16         4,824            -            -        4,840

Issuance of common stock for
    fractional shares                    -           -          14          -             -            -            -            -

Issuance of common stock for services
    at $0.30 to $0.36 per share          -           -      79,000         79        27,913                                 27,992
                                                                                                       -            -
Issuance of Series H preferred stock
    at $480.00 per share
    for loan incentive                 125           -           -          -        60,000            -            -       60,000

Conversion of Series A preferred
    stock to Series I preferred
    stock at 1:1:5                     407           -           -          -             -            -            -            -

Conversion of Series F preferred
    stock to Series I preferred
    stock at 1(1,116)                   (1           -         -             1             -           -              -

Conversion of Series I preferred
    stock to common stock             (200           -   1,995,534      1,995        (1,995)           -            -            -

Issuance of Series J preferred
    stock for accounts payable -
    related party and receivables      125           -           -          -       500,000      (20,329)           -      479,671

Net loss for the six months ended
    January 31, 2003 (unaudited)         -           -           -          -             -            -    (1,148,450)  1,148,450)
                                  --------  ----------- ----------- ---------- ------------- ------------ ------------  -----------
Balance, January 31, 2003
    (unaudited)                     11,958  $       12   9,722,023  $   9,722  $  7,815,340  $   (20,329) $ (8,879,626) $1,074,881)
                                  ========  =========== =========== ========== ============= ============ ============  ===========

</TABLE>


                                       5
<PAGE>


<TABLE>
<CAPTION>
                         AQUA VIE BEVERAGE CORPORATION
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                                                                     Six Months Ended
                                                                                        January 31,
                                                                            --------------------------------
                                                                                  2003             2002
                                                                            ---------------  ---------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                         <C>              <C>
      Net loss                                                              $   (1,148,450)  $     (538,559)
      Adjustments to reconcile net loss to net cash
           used by operating activities:
               Depreciation and amortization                                        70,450           74,222
               Stock issued for services                                            27,992           64,610
               Stock issued for settlement                                           4,840             --
               Stock issued for loan incentive                                      60,000             --
               Stock issued for interest on debt                                    32,002             --
               Services charged to additional paid-in capital                         --             60,000
      Changes in assets and liabilities:
               Accounts receivable                                                  (7,387)         (45,570)
               Inventory                                                            19,685          114,322
               Prepaid expenses                                                       --              1,647
               Accounts payable                                                     36,437          (84,474)
               Accounts payable - related party                                    495,853              --
               Accrued expenses                                                    (21,291)          78,945
               Accrued compensation                                                120,000             --
                                                                            ---------------  ---------------
           Net cash used by operating activities                                  (309,869)        (223,189)
                                                                            ---------------  ---------------

CASH USED BY INVESTING ACTIVITIES:
      Purchase of intangibles                                                         --            (33,213)
                                                                            ---------------  ---------------
           Net cash used by investing activities                                      --            (33,213)
                                                                            ---------------  ---------------

CASH PROVIDED BY FINANCING ACTIVITIES:
      Sale of common stock                                                            --            253,895
      Proceeds from notes payable                                                  396,866             --
      Net advances from (payments to) affiliate loan                               (61,538)          39,718
      Bank overdraft                                                               (15,190)         (35,725)
      Net payments on long-term debt                                                  (458)          (4,724)
                                                                            ---------------  ---------------
           Net cash provided by financing activities                               319,680          253,164
                                                                            ---------------  ---------------

INCREASE (DECREASE) IN CASH                                                          9,811           (3,238)

BEGINNING BALANCE                                                                    2,179            3,608
                                                                            ---------------  ---------------

ENDING BALANCE                                                              $       11,990   $          370
                                                                            ===============  ===============

SUPPLEMENTAL CASH FLOW DISCLOSURES:
      Income taxes paid                                                     $         --     $         --
      Interest paid                                                         $        4,000   $        1,513

NON-CASH INVESTING AND FINANCING ACTIVITIES:
      Common stock issued for services                                      $       27,992   $       64,610
      Forgiveness of debt and accrued payroll                               $         --     $       60,000
      Issuance of common stock for debt and interest                        $      218,308   $         --
      Issuance of common stock for settlements                              $        4,840   $         --
      Issuance of preferred stock for loan incentive                        $       60,000   $         --
      Issuance of preferred stock for accounts payable - related party      $      479,671   $         --

</TABLE>


                                       6
<PAGE>


                          AQUA VIE BEVERAGE CORPORATION
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                January 31, 2003


NOTE 1 - BASIS OF PRESENTATION

The  foregoing  unaudited  interim  financial  statements  have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim  financial  information  and with the  instructions  to Form
10-QSB  and  Regulation  S-B as  promulgated  by  the  Securities  and  Exchange
Commission.  Accordingly,  these financial  statements do not include all of the
disclosures  required by accounting  principles generally accepted in the United
States of America for complete  financial  statements.  These unaudited  interim
financial  statements  should be read in conjunction with the audited  financial
statements for the year ended July 31, 2002. In the opinion of  management,  the
unaudited interim financial statements furnished herein include all adjustments,
all of which are of a normal recurring nature, necessary for a fair statement of
the results for the interim period presented.

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires the use of estimates
and  assumptions  that affect the  reported  amounts of assets and  liabilities,
disclosure of contingent  assets and  liabilities  known to exist as of the date
the financial statements are published, and the reported amounts of revenues and
expenses  during  the  reporting  period.  Uncertainties  with  respect  to such
estimates  and  assumptions  are inherent in the  preparation  of the  Company's
financial statements;  accordingly, it is possible that the actual results could
differ from these estimates and assumptions that could have a material effect on
the  reported  amounts  of the  Company's  financial  position  and  results  of
operations.

Operating  results for the six months ended January 31, 2003 are not necessarily
indicative  of the  results  that may be  expected  for the year ending July 31,
2003.


NOTE 2 - COMMON STOCK

Reverse Stock Split
On September 3, 2002, the Company's board of directors authorized a 1:20 reverse
stock  split of its  $0.001  par  value  common  stock.  All  references  in the
accompanying financial statements to the number of common shares outstanding and
per share amounts have been restated to reflect the reverse stock split.

Common Stock Issuances
Disputed  liabilities  were settled during the six months ended January 31, 2003
by the  Company's  issuance  of 15,800  shares of  common  stock to the  related
vendors.  The stock was valued at $4,840 which represented the fair market value
of the stock on the dates of issuance.  No gain or loss was recognized from this
transaction.

                                       7
<PAGE>



NOTE 2 - COMMON STOCK (Continued)

Common Stock Issuances (Continued)
During the six months ended  January 31, 2003,  the Company  converted  debt and
accrued  interest to 2,267,124  shares of common  stock valued at $218,308.  The
stock was valued at its fair market value on the dates of  issuance.  No gain or
loss was recognized on this transaction.

During the six months  ended  January 31, 2003,  the Company also issued  79,000
shares of common stock for services  valued at $27,992,  27,000 shares of common
stock for the conversion of 324 shares of the Company's preferred Series D stock
and  1,995,534  shares of common stock for the  conversion  of 200 shares of the
Company's preferred Series I stock.


NOTE 3 - PREFERRED STOCK

During the six months ended January 31, 2003,  the Company  converted 324 shares
of its Series D  preferred  stock  into  27,000  shares of common  stock and 200
shares of its Series I preferred stock into 1,995,534 shares of common stock.

In addition,  the Company issued 125 shares of Series H preferred  stock and 125
shares of Series J preferred  stock. The Series H preferred stock was issued for
loan  incentive  value at $60,000.  The Series J stock was issued for payment of
accounts payable-related party in the amount of $479,671 and a receivable in the
amount of  $20,329.  Shareholders  of 813  shares of  Series A  preferred  stock
converted to 1,220 shares of Series I preferred stock and  shareholders of 1,240
shares of Series F preferred stock converted to 124 shares of Series I preferred
stock. Other information  regarding preferred Series H preferred stock, Series I
preferred stock and Series J preferred stock follows:

The Company is  authorized  to issue a total of  5,000,000  shares of  preferred
stock, par value at $0.001. At January 31, 2003, the Company had five classes of
preferred stock outstanding with an aggregate of 465,000 shares authorized.  The
Company has been authorized to issue 200,000 shares of $0.001 par value Series A
preferred  stock,  200,000 shares of $0.001 par value Series B preferred  stock,
10,000  shares of $0.001 par value Series C preferred  stock,  20,000  shares of
$0.001 par value  Series D  preferred  stock,  5,000  shares of $0.001 par value
Series E preferred  stock,  5,000  shares of $0.001 par value Series F preferred
stock,  25,000 shares of $0.001 par value Series G preferred stock, 1,000 shares
of $0.001 par value Series H preferred  stock,  5,000 shares of $0.001 par value
Series I preferred stock and 1,000 shares of $0.001 par value Series J preferred
stock.  The board of directors of the Company has the  authority to issue shares
of preferred stock from time to time in one or more classes or series, which may
have such voting power, full or limited as fixed by the board of directors.  The
board of  directors  may also  determine  the terms of any such series or class,
including dividend rights,




                                       8
<PAGE>



NOTE 3 - PREFERRED STOCK (Continued)

dividend rates, conversion, exchange, voting rights and terms of redemption, the
redemption price and the liquidation preference of such class or series.

The number of shares outstanding of preferred stock, Series A, B, C, D, E, F, G,
H, I, and J and amounts were as follows:

                                      July 31, 2002
                      -----------------------------------------
                           Number of Shares             Amount
                        ------------------------     ------------
           Series A                 813              $    1
           Series B                --                  --
           Series C                --                  --
           Series D                 888                   1
           Series E                --                  --
           Series F               1,240                   1
           Series G              10,000                  10
                                 ------              ------
             Total               12,941              $   13
                                 ======              ======


                                    January 31, 2003
                      -------------------------------------------
                          Number of Shares            Amount
                      --------------------------   --------------
           Series A                --                $ --
           Series B                --                  --
           Series C                --                  --
           Series D                 564                   1
           Series E                --                  --
           Series F                --                  --
           Series G              10,000                  10
           Series H                 125                --
           Series I               1,144                   1
           Series J                 125                --
                                 ------              ------
             Total               11,958              $   12
                                 ======              ======

General Terms
All  Series  A, B, C, D, E,  F, G, H, I and J  preferred  stock  shares  contain
standard  terms  relative  to  adjustment  for stock  splits  and  combinations,
reorganizations, mergers, and consolidations or sales of assets, registration of
stock  issued  upon   conversion,   and  registration   rights.   For  dividend,
liquidation,  mergers and  consolidations,  the respective rights of each series
are  different.  Series A  preferred  stock  is  limited  to $300  per  share in
non-cumulative  preferential  dividends  before  common  stock.  Each  Series  A
preferred share has liquidation rights and merger or consolidation rights before
common  stock.  Series  B  preferred  stock  is  limited  to  $6  per  share  in
non-cumulative  preferential  dividends  before  common  stock.  Each  Series  B
preferred share has liquidation rights and



                                       9
<PAGE>



NOTE 3 - PREFERRED STOCK (Continued)

General Terms (Continued)
merger or consolidation  rights before common stock. Series C preferred stock is
limited  to $0.25  per share in  non-cumulative  preferential  dividends  before
common stock. Each Series C preferred share has liquidation rights and merger or
consolidation rights before common stock. Series D preferred stock is limited to
$100 per share in  non-cumulative  preferential  dividends  before common stock.
Each Series D preferred share has liquidation rights and merger or consolidation
rights  before  common  stock.  Series E preferred  stock is limited to $100 per
share in non-cumulative  preferential dividends before common stock. Each Series
E preferred  share has  liquidation  rights and merger or  consolidation  rights
before  common stock.  Series F preferred  stock is limited to $100 per share in
non-cumulative  preferential  dividends  before  common  stock.  Each  Series  F
preferred share has liquidation rights and merger or consolidation rights before
common  stock.  Series  G  preferred  stock  is  limited  to $80  per  share  in
non-cumulative  preferential  dividends  before  common  stock.  Each  Series  G
preferred share has liquidation rights and merger or consolidation rights before
common  stock.  Series H  preferred  stock is  limited  to  $1.00  per  share in
non-cumulative   preferential  dividends  before  common  stock  Each  Series  H
preferred share has liquidation rights and merger or consolidation rights before
common  stock.  Series  I  preferred  stock  is  limited  to $80  per  share  in
non-cumulative  preferential  dividends  before  common  stock.  Each  Series  I
preferred share has liquidation rights and merger or consolidation rights before
common  stock.  Series  J  preferred  stock  is  limited  to $500  per  share in
non-cumulative  preferential  dividends  before  common  stock.  Each  series  J
preferred share has liquidation rights and merger or consolidation rights before
common stock.

As of the date of these  financial  statements,  no dividends have been declared
due to the Company's accumulated deficit.

Voting Rights
All Series A, B, C, E, F, G, H, I and J preferred  shares have the right to vote
based on their  conversion  rights to common shares.  Series D preferred  shares
have the right to vote based on five and a half times their conversion rights to
common  shares.  Series G preferred  shares have the right to vote based on four
times their conversion rights to common shares.

Conversion to Common Shares
The  Series  A and B  preferred  provide  that  each  share  is  entitled  to an
additional  conversion  share to common stock based on a formula  that  reflects
increased  market value of the common stock when the common shares have a market
price in excess of $2 but not greater than $12 per share.



                                       10
<PAGE>



NOTE 3 - PREFERRED STOCK (Continued)

Conversion to Common Shares (Continued)
Preferred  Series A, B, and C stock have a basic conversion rate of 50 shares of
common stock for every share of preferred  stock. The conversion ratio to common
for Series A and B preferred stock is adjusted  upwards  depending on any future
issue of common shares at below $1.65 per share. The conversion rates for Series
A and B  preferred  stock was  1:213  preferred  to common as of July 31,  2002.
Preferred  Series D and E have a basic  conversion  rate of 83  shares of common
stock for every share of preferred stock.

Preferred  Series F have a basic  conversion  rate of 100 shares of common stock
for every share of preferred  stock.  Preferred Series G have a basic conversion
rate of 400 shares of common stock for every share of preferred stock. Preferred
Series H have a basic  conversion rate of 5,000 shares of common stock for every
share of preferred stock. Preferred Series I and J have a basic conversion rates
of 10,000 shares of common stock for every share of preferred  stock.  Preferred
Series I has a  conversion  cap until  December  31,  2003  whereby  the  person
converting  the stock cannot hold more then 4.95% of the Company's  common stock
at any time.  Preferred  Series J has a conversion  cap until  December 31, 2003
whereby  the  person  converting  the stock  cannot  hold more then 4.99% of the
Company's common stock at any time.


NOTE 4 - NOTES PAYABLE

Current  notes  payable at January 31, 2003 and July 31, 2002  consisted  of the
following:
<TABLE>
<CAPTION>

                                                                              January 31,           July 31,
                       Creditor and Conditions                                    2003                2002
-----------------------------------------------------------------------     -----------------     -------------
<S>                                                                         <C>                   <C>
Note  payable to GMAC,  interest at 13.99%,  secured by 2000
Plymouth  Voyager, payable in monthly installments of $452.07
through April 28, 2006.                                                     $      13,892         $     14,350

Bruce  Butcher,  unsecured,  interest at 8%,  convertible to
one share of common stock per $0.80 of debt, due on demand.                          --                 75,000

Joe Wozniak, unsecured, interest at 8%, convertible to one share
of common stock per $0.80 of debt, due on demand.                                    --                 80,000

Keely Smith,  secured by product inventory of subsidiary,  interest at
24%, due on September 25, 1998. Delinquent.
                                                                                      60,000            60,000
                                                                            -----------------     -------------

Subtotal - Carried Forward                                                  $         73,892      $    229,350

</TABLE>

                                       11
<PAGE>



NOTE 4 - NOTES PAYABLE (Continued)
<TABLE>
<CAPTION>


                                                                               January 31,          July 31,
                        Creditor and Conditions                                    2003               2002
------------------------------------------------------------------------     -----------------     ------------

<S>                                                                          <C>                   <C>
Subtotal - Brought Forward                                                   $         73,892      $   229,350

Joe Wozniak,  secured by product  inventory  and  accounts
receivable, interest at 8%, due on June 30, 2003.                                     296,866             --

Edwin Hamlin,  Sr., secured by product inventory,  interest
at 12%, due on February 24, 2003.                                                     100,000             --
                                                                             -----------------     ------------

Total                                                                        $        470,758      $   229,350

Less current portion                                                                  460,579          218,422
                                                                             -----------------     ------------

Net long-term debt                                                           $         10,179      $    10,928
                                                                             =================     ============
</TABLE>
NOTE 5 - RELATED PARTY

The   Company   has  a   nonaffiliated   shareholder   who  acts  as  a  Company
represeentative in certain transactions. During the six months ended January 31,
2003, this shareholder incurred $479,671 in promotional and other administrative
expenses  on behalf  of the  Company.  This  amount  was  recorded  as  accounts
payable-related party. The accounts  payable-related party was then paid through
the  issuance  of  Series  J  Preferred  Stock on  January  16,  2003.  Accounts
payable-related  party to this  shareholder was stated as $70,474 and $54,292 at
January 31, 2003 and July 31, 2002 respectively. See note 3.

NOTE 6 - RECLASSIFICATION

Certain  amounts  from prior  periods have been  reclassified  to conform to the
current period presentation. This reclassification has resulted in no changes to
the Company's  accumulated  deficit or net losses presented.  A portion of notes
payable, $5,220, was reclassified as an affiliate loan.


NOTE 7 - SUBSEQUENT EVENT

Subsequent  to the date of these  financial  statement,  the  Company  issued an
additional  187  shares  of  Series J  preferred  stock in  payment  of debt and
expenses valued at $750,000.



                                       12
<PAGE>



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

INTRODUCTION

Through  2002 and to the end of the current  period,  the company  continued  to
develop and refine a new  strategy  incorporating  greater  brand and  corporate
awareness  within newly  acquired  distribution  channels,  and directed  toward
broadening its portfolio of all-natural,  very low/zero calorie  water-beverages
and new product introductions within the all-natural retail food markets.

Development  activities during the period were funded by approximately  $800,000
in additional  private capital funding,  and has continued to the filing of this
report with an additional  $750,000 from private equity capital funding.  During
the period  the  company  expanded  the  product  and  corporate  identification
programs, which it intends to continue and intensify concurrent with the current
production and in conjunction with additional production runs.

Aqua Vie products are currently  distributed  through two major  distributors in
the natural foods  market--Tree of  Life/Gourmet  Award Foods and United Natural
Foods.  The products are being  featured in  all-natural  "store within a store"
concepts,  through various grocery chains including Safeway,  Vons,  Dominick's,
Pavilions,  Randalls, Tom Thumb, Carr's Genuardi's, Shaw's Supermarkets and Wild
Harvest.  Greatest  concentration  of  retail  availability  is in  the  Pacific
Northwest,  Southwest,  Northeast  and Southeast  regions of the United  States.
During  the  most  recent  quarter,   the  company  scheduled  and  prepaid  for
multi-regional  advertising,  marketing and product demonstration programs aimed
at increasing retail demand and geographic  distribution.  The company continues
to  make   product   available   direct  to   consumers   through   its  website
(www.aquavie.com).

Sales were flat for the quarter  ended January 31, 2003 compared to the previous
quarter  and the  year  ended  July  31,  2002;   however,  a  nationwide  store
demonstration program is scheduled to commence in mid-April 2003. Current assets
were lower at the end of the most recent period, and our current liabilities had
increased by about $300,000 over the comparable period in 2002.

During the quarter, the Company began a program to settle or reduce our payables
and other  current  liabilities  aimed at  strengthening  our balance  sheet and
improving  our credit in  anticipation  of a need for factoring  capital  and/or
lines of credit to  support  increased  production.  In  conjunction  with these
efforts,  a current  note due on June 30,  2003 in the  amount of  $296,865  was
exchanged  for  restricted  stock in March 2003,  and we also  recently  reduced
accounts  payable at January 31, 2003 of $395,000 by  approximately  25% through
conversion into restricted stock.


                                       13
<PAGE>



Production Plans and New Product Introductions

In addition to its all-natural Hydrators, Aqua Vie has developed PurePlay(TM), a
new line of flavored  spring water for children,  which  contains  fewer than 15
calories per serving.  Production of PurePlay is expected to commence during the
latter  part of the third  fiscal  quarter  of 2003,  with  market  introduction
anticipated  during the fourth fiscal  quarter of 2003.  Additional  products in
development include an all-natural nonalcoholic wine made from spring water, and
a low-calorie or  zero-calorie  Hydrator.  The company  anticipates  introducing
these latter two products  through  existing  distribution  channels  during its
fourth fiscal quarter.


Subsequent Events

Following the end of the period, the company received  approximately $750,000 in
additional  equity capital,  which is being applied to new product  development,
including  a  children's   beverage   line,   selected   product  and  corporate
identification marketing, and additional inventory production funding.

In  conjunction  with efforts  aimed at reducing our payables and other  current
liabilities, in March 2003, a  current note  due on  June 30, 2003 in the amount
of $296,865 was exchanged for restricted stock. Additionally, after the close of
the  period  we reduced  ccounts  payable at January  31,  2003 of  $395,000  by
approximately 25% through conversion into restricted stock.

The increase in inventory  resulting from production runs following the close of
the quarter,  subsequent  sales and  reductions  we have effected in our current
liabilities  will be reported in our financial  statements for the period ending
April 30, 2003. The foregoing  discussion of these subsequent events is included
here to afford more current  information  concerning  our  financial  status and
business  prospects than would otherwise be contained  within the report for the
quarter ended January 31, 2003.

Liquidity and Capital Resources

In our Report for the period  ending  October 31,  2002,  we stated that we were
seeking approximately $2.2 million in additional capital for our plans for early
2003.  Despite the  difficult  capital  markets,  which  severely  hindered  our
operations  throughout  2000 and  2001,  we were  able to  secure  approximately
$800,000 in additional  equity capital  during the period July 31,  2002-January
31,  2003.  Subsequent  to January  31,  2003,  we have  received  approximately
$750,000 in additional  equity  capital.  As previously  noted,  we were able to
convert approximately  $295,000 in notes payable and $90,000 in accounts payable
in restricted  stock. The additional  capital we have received has enabled us to
fund current  operations,  pay for additional  production runs, and engage in an
aggressive  marketing  program.  We believe  that an  additional  $2,000,000  in
capital  over the next six  months  would be  desirable  to  support  additional
production runs, marketing and new product development. Our preliminary goal is

                                       14
<PAGE>



to achieve sustainable current sales sufficient to support overhead, and to seek
additional  capital  thereafter  by  factoring  or  through  a line of credit to
support  growth.  We have not yet secured this capital,  but management has been
reviewing various  alternatives to effect these capital objectives.  The capital
markets  remain  difficult  due to  global  uncertainties  and  weak  short-term
economic outlook. Our success in achieving sustainable  production and sales and
in the development of compelling new products,  together with improvement in our
current position and the overall market situation,  will determine the extent we
will be able to continue acquiring additional capital, and the dilution this may
entail.  Assuming  increased  revenue  driven by higher  demand  and  additional
product  available for sale, we expect, as a result of our efforts to strengthen
our current position,  to be able to present a better balance sheet when seeking
receivables or inventory support financing.

Results of Operations

As we have noted in other  Reports,  we had planned in early 2001 to engage in a
substantial sales program based on the inventory financing agreement we effected
with our contract  manufacturer/packager  in March 2001. The disputes that arose
over the  manufacturer's  performance  under that  agreement,  and the resulting
uncertainty in available inventory caused us to "bank" our sales to conserve the
inventory we had on hand.  Later in that year, we entered into a "pay as you go"
arrangement that remains in effect  currently.  Due to the tight capital markets
in the second  half of 2001 and  thereafter,  we severely  curtailed  operations
until  additional  funding  could  be  secured.  We also  targeted  a  different
marketing  model,  the natural foods segment,  for which we were eligible due to
our  all-natural  lines.  We  believed  that  this  market  venue  would be more
receptive  and would  require less  capital for  marketing  and thereby  provide
higher profit margins.

Our results for the current period and earlier periods reflect static losses and
low  sales  while  these  new  models  are being  effected.  Recently  scheduled
production runs are the most  significant in almost eighteen  months.  We are in
the process of securing sales of this production.

Our assets  decreased in the current period,  primarily due to depreciation  and
amortization.  Relative  to the same  period  in 2002,  total  assets  decreased
approximately   $200,000,  of  which  approximately  $130,000  was  in  accounts
receivable.

We  have  almost  no  long-term   debt.   Our  current   liabilities   increased
approximately  $300,000  during the period,  and  payables  increased  slightly;
subsequent to the period-end, approximately $280,000 of our notes and $90,000 of
our  payables  was  converted  to equity.  If these  conversions  are taken into
account, our current position as adjusted for January 31 would be about $100,000
less than at the  beginning of the period,  and  slightly  less than our current
position as of January 31, 2001.

                                       15
<PAGE>


We had minimal  sales during the period ended  January 31, 2003;  however,  as a
result of the sizable capital  infusions,  we anticipate  additional  production
runs to support  increasing  sales.  Expenses have  continued  however,  and our
deficit increased  approximately $1.1 million during the period. Our accumulated
deficit as of January 31, 2003 was $(8,879,626),  compared to $(7,731,176) as of
July 31, 2002 and  $(5,204,837)  as of January 31, 2002.  Although we maintained
modest  payroll  costs,  we  incurred a  substantial  increase  for  promotional
expenses, our most significant cost item during the quarter. Given the nature of
the  beverage  industry  and our place in that  industry as a "new"  player,  we
expect  promotional costs to continue to be a significant  factor in solidifying
our corporate identity in the industry and stimulating product sales.


PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

There are no substantial legal proceedings against the Company,  and the Company
is unaware  of any such  meaningful  proceedings  contemplated  against  it. The
Company has had, and  anticipates in the future that it will have,  conflicts as
regards  certain  Accounts  Payable for  services  invoiced  but not  adequately
performed.



                                       16
<PAGE>


ITEM 2. CHANGE IN SECURITIES

There were several  exchanges of securities  during the period for  pre-existing
debt  that  did not  entail  any new  consideration.  Please  see the  financial
statements for details.  During the period, a new class of shares, "J" Preferred
Shares (See item 5) were subscribed to for a  consideration  of $500,000 for 125
of said shares. The securities were issued in reliance to the exemption provided
under Regulation D, Rule 506 for accredited investors.


ITEM 3  DEFAULTS ON SENIOR SECURITIES

NA

ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None

ITEM 5  OTHER INFORMATION

5.1.
As previously  noted in our Report filed for the Quarter ended October 31, 2002,
after the end of said period,  the Company effected the filing of a new Series I
Preferred Stock. The new Series I was offered in exchange for all Series A and F
Shares at a rate of 1.5 Series I shares for each Series A Share,  and 1.5 Series
I Shares  for each 10  Series  F  Shares.  The  Series  I Shares  eliminate  the
anti-dilution  provisions  of  Series A  Shares ( Series A shares  anti-dilution
provisions caused their conversion rate to increase from 1000/1 to 10,000/1 from
inception in 1998 based on the  pre-combination  conversion  rate),  and further
reduce the preference to $80/Share from  $300/Share for Series A, and $100/Share
in Series F. The  conversion  rate is set at 10,000 to one to common;  however a
conversion cap of 4.95% is established  until December 2003 or in the event of a
sale or similar  corporate  event  (extendable  by  agreement),  total  holdings
including  beneficial holdings at any one time; and the voting rights of the new
Series is only to the extent they may be converted at any time. A provision  for
a  conversion  adjustment  is  provided  in the event  that the  market  for the
Company's common stock drops below $.30/share for a period  immediately prior to
a conversion  request,  with the  adjustment  eliminated  if a later  request is
received after the $.30 thresh hold is reached.  The upward share  adjustment is
made  proportionally to the decrease below  $.30/share.  It has been proposed to
offer in exchange for no additional consideration approximately 350 I Shares for
approximately  700 shares of a new class of preferred  shares,  tentatively  "K"
preferred,  which would  eliminate  the  $.30/adjustment,  eliminate  all voting
rights and
lower the  preference.  Exact terms have not  negotiated  and are expected to be
completed after the filing of this Report.

Series G Preferred (issued in May, 2002) has varying  conversion rates depending
upon market  performance and other factors,  and voting rights vary accordingly.
In  addition,  in the event  that the  Company  issues  either  common  stock or
instruments  convertible  into  common  stock in a  transaction  valued  at over
$200,000 where the effective price of common stock for the  consideration  given
is less than $.40/share, the conversion rate of Series G preferred is adjusted



                                       17
<PAGE>


upward accordingly ($.40/share post-combination was the approximate market price
of common  underlying  the Series G when issued).  The recent Series I, J, and K
share issuance would trigger this adjustment;  however, a valuation has not been
placed  on  these  transactions  for  these  purposes  as yet by  the  Board  of
Directors.  No Series G shares  have  been  converted,  and  there  have been no
shareholder  actions since the consent actions in June, 2002 (Please see the two
Information  Statements sent to shareholders and filed with the SEC in June 2002
for more information).

Series J shares were authorized during the period, but the Designation of Rights
and issuance  thereof had not occurred by Quarter-end.  Please see Note 3 to the
financials for a discussion of the terms thereof.


99. Exhibit: Title 18 Certification


CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995

Statements in this discussion  which are not historical  facts may be considered
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. The words "believe",  "expect",  "anticipate",
"estimate",  and similar expressions identify  forward-looking  statements.  Any
forward-looking  statements  involve  risks and  uncertainties  that could cause
actual  events or  results  to differ,  perhaps  materially,  from the events or
results described in  forward-looking  statements.  Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
their dates.  The Company has  undertaken no  obligation  to publicly  update or
revise any forward looking  statements,  whether as a result of new information,
future events or otherwise.  Risks associated with the Company's forward-looking
statements include,  but are not limited to, risks associated with the Company's
history of losses and uncertain profitability, need for market acceptance of the
HYDRATOR(TM)  product  line,  the  Company's  reliance  at this time on a single
product line,  reliance on the market  distribution  and retail system and risks
associated with the Company's international  operations,  currency fluctuations,
the risks of new and different legal and regulatory  requirements,  governmental
approvals,  tariffs and trade barriers,  risks  associated with  competition and
technological and product  innovation by competitors,  dependence on proprietary
formulas,  general economic  conditions and conditions in the beverage industry,
reliance  on key  management,  limited  manufacturing  production  history  with
respect to the aseptic  bottling  system,  maintenance of quality control by the
contract  bottler,  dependence  on  key  suppliers,  future  capital  needs  and
uncertainty of additional financing, availability of loan funds or other sources
of  capital,  potential  recalls  and product  liability,  dilution,  effects of
outstanding  convertible  debentures and preferred stock, limited public market,
liquidity,  possible  volatility  of stock price,  recently  adopted new listing
standards for NASDAQ securities and environmental matters.



                                       18
<PAGE>





                                   SIGNATURES
                                   ----------


                                AQUA VIE BEVERAGE CORPORATION
                                  (Registrant)


                               By:  /s/ Thomas Gillespie
                                    ---------------------------------------
                                        Thomas Gillespie
                                        Chief Executive Officer & President

Date: March 17, 2003




                                       19
<PAGE>



CERTIFICATION

I, Thomas Gillespie certify that:

1.  I have  reviewed this  quarterly  report on Form 10-QSB of Aqua Vie Beverage
    Corporation;

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

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

4.  I am responsible for  establishing and maintaining  disclosure  controls and
    procedures  (as  defined in  Exchange  Act Rules  13a-14 and 15d-14) for the
    registrant and I have:

              a)  designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

              b)  evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

              c)  presented   in  this   report   our   conclusions   about  the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.  I have disclosed,  based on our most recent evaluation,  to the registrant's
    auditors and the audit  committee  of  registrant's  board of directors  (or
    persons performing the equivalent function):

              a) all  significant  deficiencies  in the design or  operation  of
              internal  controls which could adversely  affect the  registrant's
              ability to record,  process,  summarize and report  financial data
              and have  identified  for the  registrant's  auditors any material
              weaknesses in internal controls; and

              b) any fraud, whether or not material, that involves management or
              other  employees who have a significant  role in the  registrant's
              internal controls; and

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



                                    Signature




/s/ Thomas Gillespie                 Title                         Date
---------------------        ------------------------       ------------------
    Thomas Gillespie         CEO, President, Director       March 17, 2003




                                       20
<PAGE>