SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 2003

[ ]      TRANSITION REPORT UNDER SECTION 14 OR 15(D) OF THE EXCHANGE ACT

             For the transition period from__________ to ___________

                          XSTREAM BEVERAGE GROUP, INC.
                          ----------------------------
                (Name of Registrant as specified in its charter)

         NEVADA                        33-30158-A              62-13686351
         ------                        ----------              -----------
(State or other jurisdiction of     (Commission File          (IRS Employer
 incorporation or organization)           No.)              Identification No.)

    621 NW 53rd Street, Suite 145 Boca Raton, Florida 33487 (561)982-7997
   ----------------------------------------------------------------------
     (Address and telephone number of principal executive offices)

Check whether the issuer has (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months, (or such
shorter period that the Registrant was required to file such report(s), and (2)
has been subject to such filing requirements for the past 90 days.
                            Yes (X)      No ( )

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practicable date: September 30, 2003

Class                                         Outstanding at September 30, 2003
-----                                            ----------------------------
Common Stock $.001 par value                            16,957,840


<PAGE>


                          XSTREAM BEVERAGE GROUP, INC.

PART I:   FINANCIAL INFORMATION                                            PAGE

               Balance Sheet as of September 30, 2003 (Unaudited)
               and December 31, 2002                                        3

               Statement of Operations for the three and nine
               months ended September 30, 2003 and 2002 (Unaudited)         4

               Statement of Cash Flows for the Nine Months Ended September
                     30, 2003 and 2002 (Unaudited)                          5

               Notes to Consolidated Financial Statements
               as of September 30, 2003 (Unaudited)                         6-15

               Management Discussion and Analysis of Financial
               Condition and Results of Operations                         15-21

PART II: OTHER INFORMATION                                                 21-24

                                       2


<PAGE>


                  XSTREAM BEVERAGE GROUP INC. and SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                 AS OF SEPTEMBER 30, 2003 and DECEMBER 31, 2002
<TABLE>
<CAPTION>

                                                                           (Unaudited)
                                                                           September 30,   December 31,
                                                                               2003           2002
                                                                          ----------------------------
<S>                                                                        <C>             <C>
ASSETS
     Current Assets:
        Cash                                                               $     12,803    $     46,298
        Accounts Receivable, net                                                112,130              --
        Inventory                                                               182,129              --
        Other Current Assets                                                     44,648              --
                                                                           ------------    ------------
            Total Current Assets                                                351,710          46,298
                                                                           ------------    ------------
     Property and Equipment, Net                                                 59,892           5,516
     Customer Lists, net                                                        563,682              --
     Goodwill                                                                   812,951              --
     Other Assets                                                                 9,635          30,866
                                                                           ------------    ------------
TOTAL ASSETS                                                               $  1,797,870    $     82,680
                                                                           ============    ============
LIABILITIES & SHAREHOLDER'S DEFICIENCY
     Liabilities:
        Current Liabilities:
            Accounts Payable                                               $    673,378    $     63,064
            Accrued Expenses                                                    413,428         265,447
            Cash Overdraft                                                           --              --
            Loans                                                               378,327          18,333
            Loans payable, related party                                        140,386              --
            Other Current Liabilities                                            39,228              --
                                                                           ------------    ------------
               Total Current Liabilities                                      1,644,748         346,844

        Long Term Liabilities:
            Loans                                                                61,502              --
                                                                           ------------    ------------
               Total Long Term Liabilities                                       61,502              --
     Shareholder's Deficiency:
        Preferred Stock, $0.001 par value, 10,000,000 shares authorized,            200             200
            Series A, 200,000 shares issued and outstanding
        Common Stock, $0.001 par value, 50,000,000 shares authorized,            16,958           9,535
            16,957,840 and 9,534,910 shares issued and outstanding
        Common Stock Issuable (120,000 and 268,430 shares)                          120             268
        Paid in Capital                                                      16,756,419      12,712,850
        Accumulated Deficit                                                 (14,120,467)    (10,432,062)
                                                                           ------------    ------------
                                                                              2,653,230       2,290,791
            Less: Subscription promissory note                               (2,386,280)     (2,306,092)
            Less: Deferred consulting agreement                                (160,488)       (248,863)
            Less: Unearned compensation                                         (14,842)
                                                                           ------------    ------------
               Total Shareholder's Deficiency                                    91,620        (264,164)
                                                                           ------------    ------------
TOTAL LIABILITIES & SHAREHOLDER'S DEFICIENCY                               $  1,797,870    $     82,680
                                                                           ============    ============
</TABLE>

                 See accompanying notes to financial statements.

                                       3
<PAGE>

                  XSTREAM BEVERAGE GROUP INC. and SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2003 and 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       Three Months Ended September 30, Nine Months Ended September 30,
                                                              2003          2002             2003           2002
                                                         ----------------------------    ----------------------------

<S>                                                      <C>             <C>             <C>             <C>
Revenue                                                  $    860,339    $         --    $  1,465,940    $         --

Cost of Goods Sold                                            590,626              --         960,784              --
                                                         ----------------------------    ----------------------------
Gross Profit                                                  269,713              --         505,156              --
Expense
    Marketing & Selling                                        22,773              --         117,987              --
    Warehouse & Delivery                                       79,824              --         127,271              --
    Compensation                                              419,762          93,750         846,136         281,250
    Consulting & Professional Fees                            880,252         919,373       1,684,546       5,479,917
    Other General & Administrative                            129,680          93,670         252,283         115,006
    Goodwill Impairment                                       334,324              --         334,324              --
                                                         ----------------------------    ----------------------------
        Total Operating Expense                             1,866,615       1,106,793       3,362,547       5,876,173
                                                         ----------------------------    ----------------------------
Loss From Operations                                       (1,596,902)     (1,106,793)     (2,857,391)     (5,876,173)
Other Income/(Expense)
    Settlement of employee options                                 --              --        (418,750)             --
    Conversion loss on debentures                                  --              --         (85,050)             --
    Settlement gain/ (loss)                                        --              --        (193,000)        262,500
    Other Income/(Expense)                                    (52,640)         (2,127)       (134,214)         (2,483)
                                                         ----------------------------    ----------------------------
        Total Other Income/(Expense)                          (52,640)         (2,127)       (831,014)        260,017
                                                         ----------------------------    ----------------------------
Net Loss                                                 $ (1,649,542)   $ (1,108,920)   $ (3,688,405)   $ (5,616,156)
                                                         ============================    ============================

Net Loss per share - Basic and diluted                   $      (0.10)   $      (0.15)   $      (0.27)   $      (0.88)
                                                         ============================    ============================

Weighted Average Shares Outstanding -Basic and diluted     16,641,208       7,474,672      13,522,973       6,366,828
                                                         ============================    ============================
</TABLE>

                 See accompanying notes to financial statements.

                                       4


<PAGE>

                  XSTREAM BEVERAGE GROUP INC. and SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                              NINE MONTHS ENDED SEPTEMBER 30,
                                                                    2003          2002
                                                                -----------    -----------
<S>                                                             <C>            <C>
    CASH FLOWS FROM OPERATING ACTIVITIES:
        Net Loss                                                $(3,688,405)   $(5,616,156)
        Adjustments to reconcile net cash used in operations:
            Depreciation                                              4,462            117
            Provision for doubtful accounts                          17,233             --
            Goodwill impairment                                     334,324             --
            Stock based expenses                                    777,158      5,282,800
            Other stock based expenses                               17,494             --
            Contributed services                                    252,621             --
            Gain on settlement                                           --       (262,500)
            Stock based settlements                               1,195,000             --
            Loss on debt conversion                                  85,050
            Interest income on subscription receivable             (124,188)            --
            Amortization of deferred consulting                     385,875             --
            Amortization of customer lists                           53,818             --
            Amortization of unearned compensation                     7,000             --

        Changes in operating assets and liabilities:
            Accounts receivable                                     (12,588)            --
            Inventory asset                                         (35,014)            --
            Other current assets                                    (16,585)        (6,559)
            Accounts payable                                        248,708         66,901
            Accrued expenses                                        150,431        236,762
            Other current liabilities                                28,030             --
                                                                -----------    -----------
    Net cash used in operating activities                          (319,575)      (298,635)
    CASH FLOWS FROM INVESTING ACTIVITIES:
        Purchase of equipment                                       (22,240)        (3,536)
        Acquisitions, net of cash acquired                         (240,093)            --
        Loans to principal stockholder                                   --           (613)
                                                                -----------    -----------
    Net cash used in investing activities                          (262,333)        (4,149)

    CASH FLOWS FROM FINANCING ACTIVITIES:
        Loan from others                                            415,991             --
        Loan repayment                                               (9,801)            --
        Settlement payment                                               --        (50,000)
        Proceeds from sale of common stock                          142,223        433,240
        Repayments of related party loans                                --        (24,031)
        Cash overdraft (repayment)                                       --           (453)
                                                                -----------    -----------
    Net cash provided by financing activities                       548,413        358,756
                                                                -----------    -----------

Net cash increase (decrease)                                        (33,495)        55,972

Cash at beginning of period                                          46,298             --
                                                                -----------    -----------
Cash at end of period                                           $    12,803    $    55,972
                                                                ===========    ===========
SUPPLEMENTAL DISCLOSURE
    Interest paid                                               $        --    $        --
                                                                ===========    ===========
</TABLE>

              See accompanying notes to financial statements.

                                      5

<PAGE>


                  XSTREAM BEVERAGE GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                  -------------
                                   (Unaudited)

NOTE 1   BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES
-----------------------------------------------------------------

The accompanying unaudited consolidated financial statements of XStream Beverage
Group, Inc and its subsidiaries (XStream) have been prepared in accordance with
generally accepted accounting principles for interim consolidated financial
information. Accordingly, they do not include all the information and notes
necessary for comprehensive consolidated financial statements.

It is management's opinion, all material adjustments (consisting of normal
recurring adjustments) that are considered necessary for a fair presentation
have been included. Results for the interim periods presented are not
necessarily indicative of the results that might be expected for the entire
fiscal year.

XStream completed the first two acquisitions anticipated in its business
strategy, one on April 9, 2003 and one on May 1, 2003. These acquisitions were
accounted for under the purchase method. See Note 3 for details. As a result of
these initial acquisitions, XStream has ended its development stage and is now
an operating brand development and distribution company.

The accompanying consolidated financial statements include the accounts of
XStream and its subsidiaries. All material intercompany balances and
transactions have been eliminated in consolidation.

The Company recognizes revenue upon acceptance of delivery of its product by its
customers at agreed prices. Based on market conditions, the Company or its
suppliers may choose to promote certain brands by offering free product or case
volume discounts. The cost of any supplier sponsored promotion is recoverable in
whole or in part from the supplier. The Company follows the guidance of Emerging
Issues Task Force (EITF) Issue 01-9 "Accounting for Consideration Given by a
Vendor to a Customer". Accordingly, the Company does not recognize revenue on
free promotional product or discounts. Further, the Company recognizes as a cost
of sale, the cost of free promotional product net of any available chargebacks
to the suppliers.

Acquired goodwill is considered to have an indefinite life pursuant to SFAS 142
and accordingly is not amortized but subject to periodic impairment tests.
Acquired customer lists are considered to have a finite life pursuant to SFAS
142 to be amortized over the period the asset is expected to contribute to the
future cash flows. XStream expects the period to be five years. The customer
lists will also be subject to periodic impairment tests. Since the goodwill was
recently acquired in the quarter ended June 30, 2003 and the Company is in
process of completing its allocation of intangibles, impairment testing will be
performed at or before year-end. (See Note 5)

For further information, refer to the audited consolidated financial statements
and footnotes for the year ended December 31, 2002 included in XStream's Form
10-KSB.

                                       6

<PAGE>

                  XSTREAM BEVERAGE GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                SEPTEMBER 30, 2003
                                  -------------
                                   (Unaudited)

NOTE 2   NET LOSS PER COMMON SHARE
----------------------------------

Basic net income (loss) per common share (Basic EPS) excludes dilution and is
computed by dividing net income (loss) available to common stockholder by the
weighted-average number of common shares outstanding for the period. Diluted net
income per share (Diluted EPS) reflects the potential dilution that could occur
if stock options or other contracts to issue common stock were exercised or
converted into common stock or resulted in the issuance of common stock that
then shared in the earnings of XStream. For the three and nine months and ended
September 30, 2003 and 2002, the diluted loss per share is the same as basic
loss per shares since the effect of all common stock equivalents was
antidilutive due to the net loss. At September 30, 2003, there were 300,000
common stock warrants outstanding, which may dilute future earnings per share.

NOTE 3   ACQUISITIONS
---------------------

Total Beverage Network, Inc. d/b/a Beverage Network of South Florida (BNSF)
---------------------------------------------------------------------------

On April 9, 2003 XStream, through Total Beverage Network, Inc., a newly acquired
subsidiary, purchased all of the assets and selected liabilities of Universal
Florida Beverage Distributors, Inc. (UFBD). The results of BNSF operations have
been included in the consolidated financial statements since acquisition. BNSF
is a beverage distributor in the South Florida market, servicing independent
retailers.

The purchase price of UFBD was $275,000, based on 550,000 shares of XStream
common stock valued at $0.50 per share. Simultaneously with the foregoing
acquisition, XStream acquired 100% of the outstanding shares of Total Beverage
Network, Inc. (BNSF) in a stock exchange transaction. The purchase price of BNSF
was $500,000, based on 1,000,000 shares of XStream common stock valued at $0.50
per share. The value of the common shares was consistent with the offering price
used in XStream's PPM, in circulation at the time.

In consideration for the transfer of the BNSF shares, XStream issued one million
shares of its restricted common stock to the shareholders of BNSF. BNSF
shareholders, subsequent to its acquisition by XStream, entered into 36-month
employment agreements with XStream to become its CEO and President. BNSF will
continue the operations of UFBD as a wholly owned subsidiary of XStream and has
entered into employment agreements with existing key management. The General
Manager's employment agreement included the issuance of 125,000 shares of
XStream's restricted common stock upon signing the 24-month employment
agreement. The value of these shares, $62,500 based on the common stock valued
at $0.50, is considered part of the purchase price since the General Manager was
the previous owner and the shares are fully vested and non-forfeitable. As part
of employment agreements with two other former UFBD officers, an additional
75,000 shares of XStream restricted stock was issued and held in escrow pending
completion of one year vesting requirements. These shares are recorded an
unearned compensation at $0.50 per share and amortized over the one year vesting
period.

                                       7
<PAGE>

                  XSTREAM BEVERAGE GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                  -------------
                                   (Unaudited)

The following table summarizes the combined estimated fair values of the assets
acquired and liabilities assumed at the date of the simultaneous acquisitions of
BNSF and UFBD. Subject to BNSF's performance and third-party valuations, the
allocation of purchases price is subject to refinement.

                                                 April 9, 2003

               Purchase price of UFBD             $   337,500
               Purchase price of BNSF                 500,000
                                                  -----------
               Aggregate purchase price           $   837,500
                                                  ===========
               Current assets                     $    68,178
               Fixed assets                            13,145
               Customer list                          200,000
               Goodwill                               734,324
                                                  -----------
               Total assets acquired                1,015,647
               Current liabilities assumed            178,147
                                                  -----------
               Net assets acquired                $   837,500
                                                  ===========
Goodwill recognized is expected to be deducted over a 15 year period for tax
purposes.

Total Beverage Network of Connecticut (BNCT)
--------------------------------------------

On May 21 2003, XStream closed on its purchase of all the assets and selected
liabilities of Finish Line Beverage Distributors, Inc. (FLBD) effective May 1,
2003. The acquisition was transacted through Total Beverage Network of
Connecticut, Inc., a newly formed wholly owned subsidiary of XStream. The
results of FLBD operations have been included in the consolidated financial
statements since acquisition. FLBD is a beverage distributor in the New England
market, servicing independent retailers.

The aggregate purchase price of FLBD was $702,593, based on $152,593 in cash and
800,000 shares of XStream common stock valued at $0.50 per share, due at closing
plus an additional $150,000 due in two installments. The value of the common
shares was consistent with the offering price used in XStream's PPM, in
circulation at the time.

The following table summarizes the estimated fair values of the assets acquired
and liabilities assumed at the date of acquisition of FLBD. Subject to BNCT's
performance and third-party valuations, the allocation of purchases price is
subject to refinement.

                                       8

<PAGE>

                  XSTREAM BEVERAGE GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                  -------------
                                   (Unaudited)

                                                     May 1, 2003

                  Aggregate purchase price           $   702,593
                                                     ===========

                  Current assets                     $   212,729
                  Fixed assets                            23,453
                  Customer list                          400,000
                  Goodwill                               412,261
                                                     -----------
                  Total assets acquired                1,048,443
                                                     -----------

                  Current liabilities assumed            247,547
                  Long term debt                          71,303
                                                     -----------
                  Current liabilities assumed            345,850
                                                     -----------
                  Net assets acquired                $   702,593
                                                     ===========

Goodwill recognized is expected to be deducted over a 15 year period for tax
purposes.

The table below summarizes the unaudited pro forma information of the results of
operations for the three months and nine months ended September 30 as though the
business combinations had been completed as of the beginning of the period being
reported on:

                             Three Months                   Nine Months
                          Ended September 30,           Ended September 30,
                          2003           2002           2003           2002
                      -----------    -----------    -----------    -----------
Sales                 $   860,338    $   780,284    $ 2,327,422    $ 2,052,924
Cost of Goods             590,626        459,050      1,609,145      1,477,838
                      -----------    -----------    -----------    -----------

Gross Profit              269,712        321,234        718,277        575,086
Operating Expenses      1,532,291      1,334,790      4,138,383      6,227,222
                      -----------    -----------    -----------    -----------

Net Ordinary Income    (1,596,903)    (1,013,556)    (3,420,106)    (5,652,136)
Other Expenses            (52,640)        (5,753)       (66,939)        (6,798)
                      -----------    -----------    -----------    -----------

Net Income            $(1,649,543)   $(1,019,309)   $(3,487,045)   $(5,658,934)
                      ===========    ===========    ===========    ===========

Net Loss per Share    $     (0.10)   $     (0.14)   $     (0.26)   $     (0.89)
                      ===========    ===========    ===========    ===========

                                       9
<PAGE>

                  XSTREAM BEVERAGE GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                  -------------
                                   (Unaudited)

NOTE 4   INVENTORY
------------------

Inventories are stated at the lower of "first-in, first-out" cost or market. The
Company had $184,329 and $0 consisting primarily of resalable product as of
September 30, 2003 and December 31, 2002 respectively.

NOTE 5   GOODWILL
-----------------

In October 2003, the management of Total Beverage Network, Inc. d/b/a Beverage
Network of South Florida (BNSF)terminated their employment. Since this operation
was in part a proving ground for new product introduction, senior executives of
the parent, XStream Beverage Group (XSBG) have assumed the responsibilities of
the prior staff to reduce costs and provide for more direct contact with its
customers and operations. Since BNSF has operated at a loss since its
acquisition, management has decided to record an estimated $334,324 write down
of the acquired goodwill of BNSF in the quarter ended September 30, 2004, which
management believes more properly reflects BNSF's current goodwill valuation.
Management is currently engaging a valuation consultant to perform a valuation
test before year-end as required by SFAS 142 (see Notes 1 and 3).

NOTE 6   ACCRUED COMPENSATION
-----------------------------

On June 1, 2003, the board accepted the resignations of the two prior officers.
In exchange for cancellation of outstanding options and forgiveness of $106,250
of accrued salaries to date, the resigning officers received restricted stock
totaling 1,050,000 shares and a one-year consulting agreement for $40,000 each.
Based on the contemporaneous sale price of $0.50 per share, the Company recorded
a settlement loss of $418,750.

Effective April 9, 2003, concurrent with closing its first acquisition, XStream
entered into three-year employment agreements for President and CEO calling for
annual base compensation of $85,000 each. These employment agreements also
granted 2,000,000 options each at an exercise price of $1.40 per share, vesting
over the term of the agreement. Based on the contemporaneous offering price of
$0.50 per share there was no compensation expense computed under the intrinsic
value method of APB 25. On June 1, 2003, concurrent with the resignation of the
previous officers, the options were cancelled under amended employment
agreements with each officer.

Accrued compensation, reflecting new hires and amounts forgiven totaled
$331,081 at September 30, 2003 and $265,447 at December 31, 2002 and is included
in accrued expenses.

                                       10

<PAGE>


                  XSTREAM BEVERAGE GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                  -------------
                                   (Unaudited)

NOTE 7   LOANS PAYABLE AND LOANS PAYABLE, RELATED PARTY
-------------------------------------------------------

XStream Beverage, Inc. ("XBI"), a principal stockholder of the company owned by
the XStream's chairman, periodically loans money to XStream. XStream's loans
from XBI are undocumented, non-interest bearing, and due on demand. XStream's
principal broker also advances money to XStream. These are non-interest bearing
demand notes with no specified term. Loans payable at December 31, 2002 were
nominal, and at September 30, 2003 the balance due is as follows:

Loans Payable

                      Loans Payable - Principal Broker    $ 266,527
                      Loans Payable - Others                111,800
                                                          ---------
                                                          $ 378,327
                                                          =========
Loans Payable-related parties

                      Loans Payable - XBI                 $ 140,386
                                                          =========

NOTE 8   CONVERTIBLE DEBENTURE CONVERSION
-----------------------------------------

On December 20, 2002 (the "Commitment Date") XStream issued a $70,000, 12%
unsecured convertible debenture to an individual (the "holder") in exchange for
that individual's payment to a legal services vendor under a settlement
agreement. XStream recognized interest expense of $18,333 in December 2002 and
$51,667 in January 2003, relating to a beneficial conversion. In April 2003, the
debt and related accrued interest of $2,450 was converted and 315,000 common
shares were issued valued at $157,500 based on recent cash sales of common stock
at $0.50 per share. XStream accordingly recognized a loss on conversion of
$85,050. (See Note 7)

NOTE 9   COMMITMENTS AND CONTINGENCIES
--------------------------------------

         (A) FACILITY LEASES

         Effective September 1, 2003, XStream renewed its lease for corporate
         headquarters on a "month to month" basis pending relocation and
         consolidation with its South Florida distributor in order to reduce
         costs and improve operational efficiencies. The rent is $2,621 per
         month. Rent expense in 2003 was $32,813.

         Effective June 1, 2003, Beverage Network of South Florida entered into
         a 24-month lease for new distribution facilities. The rent is $5,150
         per month. Subsequent to September 30, 2003, management has entered
         into negotiations with the landlord to cancel the lease commitment.
         Rent expense in 2003, post acquisition, was $24,100.


                                       11

<PAGE>


                  XSTREAM BEVERAGE GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                  -------------
                                   (Unaudited)

         Beverage Network of Connecticut operates its current facility on a
         month-to-month lease. On October 15, 2003, management entered into a
         lease for an improved facility sufficient to handle its future growth.
         Operations will commence in the new facility on November 1, 2003. Rent
         expense is $1,250 per month in the current facility and $5,200 per
         month in the new facility. Rent expense in 2003, post acquisition, was
         $7,500.

         (B) EMPLOYMENT AGREEMENTS

         See discussion in Note 6 Accrued compensation.

         (C) PRIVATE PLACEMENT

         Effective July 10, 2003, XStream retired and replaced its existing
         Private Placement Memorandum (PPM) with a new PPM offering of up to
         3,000,000 shares. The new PPM offers units consisting of one share of
         Common stock and one common stock purchase warrant (warrant) at $0.60
         per unit. The warrants expire December 31, 2004 and are exercisable at
         $0.75 per share.

NOTE 10   STOCKHOLDER'S EQUITY
-----------------------------

         (A) ISSUANCES OF COMMON STOCK

         In January 2003, XStream issued 140,000 shares as final settlement of a
         service agreement, 45,000 of which were reflected as issuable at
         December 31, 2002. The settlement expense was recognized in January
         2003 at $95,000 based on the contemporaneous offering price of $1.00
         per share.

         On January 15, 2003, XStream issued 350,000 shares pursuant to a
         twelve-month consulting agreement. The 350,000 shares were vested at
         the grant date resulting in a value of $350,000 based on the trading
         price on the grant date to be recognized over the twelve-month service
         period. During the nine months ended September 30, 2003, $236,310 was
         recognized as consulting expense and $113,590 was deferred at September
         30, 2203.

         In March 2003, XStream issued 120,000 shares for legal services to be
         rendered. The shares were vested at the grant date resulting in a value
         of $60,000 based on the contemporaneous offering price of $0.50 per
         share. XStream received proceeds in the amount of $7,500 and recognized
         a legal expense of $52,500.

         In addition, XStream issued 200,000 common shares under an exercise
         provision relating to 200,000 options exercisable at $0.01, from
         options allegedly granted to a consultant. The validity of these
         options was in dispute and thus XStream treated the stock issuance as a
         settlement.

                                       12

<PAGE>


                  XSTREAM BEVERAGE GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                  -------------
                                   (Unaudited)

         XStream received proceeds in the amount of $2,000 and recognized a
         settlement expense of $98,000 based on the contemporaneous offering
         price of $0.50 per share.

         On April 7, 2003, XStream issued 1,675,000 common shares for the
         acquisition of Universal Florida Beverage Distributors. The shares were
         valued at the contemporaneous offering price of $0.50 per share, which
         resulted in the acquisition price of $837,500.

         On April 25, 2003, XStream issued 800,000 common shares for the
         acquisition of Finish Line. The shares were valued at the
         contemporaneous offering price of $0.50 per share, which resulted in
         the acquisition price of $400,000.

         On June 5, 2003, XStream issued 180,000 common shares for legal
         services rendered. The issued shares were valued at the contemporaneous
         private placement offering of $0.50 per share resulting in a fair value
         of $90,000 on the date of grant that was recognized immediately for
         past services rendered.

         In June 2003, XStream issued 65,000 common shares for consulting
         services. The issued shares were valued at the contemporaneous private
         placement offering of $0.50 per share resulting in a fair value of
         $32,500 that was recognized immediately since the shares were
         immediately vested and the term of the agreement was not defined.

         In April 2003, XStream issued 315,000 common shares for a convertible
         debenture and accrued interest of $70,000 and $2,450, respectively. The
         issued shares were valued at the contemporaneous private placement
         offering of $.50 per share resulting in a fair value of $157,500. The
         Company recognized a settlement loss of $85,050. (See Note 7)

         In April, May and June 2003, XStream sold 311,800 common shares under
         the $0.50 per share Private Placement Memorandum for proceeds of
         $155,900.

         In June 2003, XStream issued 75,000 common shares for services to be
         rendered to two former employees of Universal Florida Beverage
         Distributors. These shares are being held in escrow by the XStream
         pending one year vesting requirements. The shares were valued at $0.50
         per share and recorded as unearned compensation of $37,500 to be
         recognized over the one year vesting period. In the second quarter
         7,850 of the common shares issuable at March 31, 2003 were issued and
         20,000 new shares sold at $0.50 per share became issuable for total
         issuable shares of 148,000 at June 30, 2003. In the third quarter,
         28,000 issuable shares were issued resulting in 120,000 issuable shares
         at September 30,2003.

         In June 2003, XStream issued 1,050,000 common shares to two former
         officers (see Note 6).

         In July 2003, XStream issued 100,000 common shares for consulting and
         investor relation services. The issued shares were valued at the

                                       13
<PAGE>

                  XSTREAM BEVERAGE GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                  -------------
                                   (Unaudited)

         contemporaneous private placement offering of $0.50 per share resulting
         in a fair value of $50,000 that was recognized immediately since the
         shares were fully vested at the start of the agreement.

         1,050,000 contingent shares to an investment banker. Accordingly,
         950,000 common shares became issued for accounting purposes and the
         Company charged a $475,000 consulting expense to operations for past
         services rendered.

         In July 2003, XStream issued 203,000 common shares to all of its
         employees as a bonus for services performed to date. The issued shares
         were valued at the contemporaneous private placement offering of $0.50
         per share resulting in a fair value of $101,500 which was recognized
         immediately since the shares were fully vested at issuance.

         In July 2003, XStream issued 15,000 common shares to two prior
         consultants as compensation for past services performed. The issued
         shares were valued at the contemporaneous private placement offering of
         $0.50 per share resulting in a fair value of $7,500 which was
         recognized immediately since the shares were fully vested at issuance.

         In August 2003, XStream issued 200,000 common shares to two prior
         employees as compensation for past services performed. The issued
         shares were valued at the contemporaneous private placement offering of
         $0.50 per share resulting in a fair value of $100,000 which was
         recognized immediately since the shares were fully vested at issuance.

         During the quarter ending September 30, 2003 the Company issued 20,000
         common shares under prior PPM's for $10,000.

         In August, 2003 the Company issued 11,000 shares along with a $12,000
         one year note to acquire the customer lists and a truck of American
         Natural Water Distributors.

NOTE 11  GOING CONCERN
----------------------

As reflected in the accompanying consolidated financial statements, XStream has
net losses for the nine months ended September 30, 2003 of $3,688,405, an
accumulated deficit of $14,120,467 at September 30, 2003, and cash used in
operations for the nine months ended September 30, 2003 of $319,575. The ability
of XStream to continue as a going concern is dependent on XStream's ability to
further implement its business plan, raise capital, and generate revenues. The
consolidated financial statements do not include any adjustments that might be
necessary if XStream is unable to continue as a going concern.

In April and May 2003, XStream closed on its first two acquisitions. Although
operations are growing, the newly acquired distributors will need additional
working capital to support their growth, introduce new brands, train and launch
new sales territories. The new product "Yohimbe" has been in market trials since
its introduction February 2003 and is scheduled for a more aggressive product

                                       14

<PAGE>

                  XSTREAM BEVERAGE GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                  -------------
                                   (Unaudited)

launch in third quarter of 2003. The success of this launch will greatly depend
on available marketing funds, POS materials and distributor support. In
addition, XStream is seeking continued acquisition funding to implement its
business strategy.

NOTE 12  RELATED PARTIES
------------------------

During the quarter ended September 30, 2003, XBI, an affiliated company owned by
XStream's Director, loaned XStream approximately $140,386. (See Note 7)

NOTE 13  SUBSEQUENT EVENTS
--------------------------

In November of 2003, the Company entered into a non interest bearing arrangement
with a six month term to provide $109,000 of substituted collateral to secure a
commercial line of credit for Beverage Network of Connecticut, Inc. in return
for a consideration of 500,000 restricted shares of XStream Beverage Group, Inc.
common stock.

In November of 2003 the company obtained a $125,000 loan with a term of twelve
months. The loan bears an annual interest rate of 10% to be accrued quarterly on
the outstanding balance. The lender received 500,000 restricted shares of XSBG
common stock in consideration for making the loan.

                                       15

<PAGE>


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

The following discussion and analysis should be read in conjunction with our
financial statements and the accompanying notes. The following discussion and
analysis contains forward-looking statements, which involve risks and
uncertainties in the forward-looking statements. These forward-looking
statements may be impacted, either positively or negatively, by various factors
our actual results may differ significantly from the results, expectations and
plans discussed. This Report contains "forward looking statements" relating to
our company's current expectations and beliefs. These include statements
concerning operations, performance, and financial condition, anticipated
acquisitions and anticipated growth.

Without limiting the generality of the foregoing, words such as "may", "will",
"would", "expect", "believe", "anticipate", "intend", "could", "estimate", or
"continue", or the negative or other variation thereof or comparable terminology
are intended to identify forward-looking statements. These statements by their
nature involve substantial risks and uncertainties that are beyond our company's
control. Should one or more of these risks or uncertainties materialize or
should our company's underlying assumptions prove incorrect, actual outcomes and
results could differ materially from those indicated in the forward-looking
statements.

The following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the Company's
historical consolidated financial statements and notes thereto.

GENERAL

Our primary brand concentration has been the energy drink market. Management
believes that this is one of the fastest growing segments of the beverage
industry and offers a unique opportunity for us to introduce our own energy
drink, "Yohimbe", and pursue our plans for expansion by acquiring local beverage
distributorships which will be used to introduce Yohimbe in retail outlets and
provide a steady source of revenue by distributing other beverage products as
well.

The increase in gross and net sales during the second quarter of 2003 was
primarily attributable to our acquisition of substantially all of the assets of
two beverage distributors: Universal Beverage Distributors of Ft. Lauderdale,
Florida and Finish Line Distributors of Bristol, CT. Additional increases in
gross sales were realized from the sales of the Company's brand Yohimbe Energy
Drink.

The Company acquired the assets and assumed certain liabilities of Universal
Beverage Distributors of Florida through its wholly owned subsidiary, Total
Beverage Network, Inc. The consideration for this transaction was 1,675,000
shares of common stock.

The Company acquired the assets and assumed certain liabilities of Finish Line
Distributors through its wholly owned subsidiary Beverage Network of
Connecticut, Inc. on May 21, 2003. The consideration for this transaction was
$152,593 in cash, 150,000 in notes and 800,000 shares of our common stock. The
$150,000 in notes may be paid pursuant to a cash stock performance agreement.

                                       16

<PAGE>

Gross profit for the three months ended September 30, 2003, as a percentage of
net sales was 31.0%. There was no Gross Profit in the three months ended
September 30, 2002. The increase in gross profit is due to the acquisition of
two beverage distributors during the quarter ended June 30, 2003 and sales of
Yohimbe Energy Drink, which was introduced in March 2003.

The acquisition of additional beverage distributors and the development and
acquisition of new products will require us to incur significant additional fees
and costs. There can be no assurance that we will have sufficient funds to
finance any further acquisitions.

Results of Operations for the three months ended September 30, 2003 COMPARED TO
THE THREE MONTHS ENDED SEPTEMBER 30, 2002

SALES. For the three-months ended September 30, 2003, sales were $860,339 net of
discounts. There were no sales in the three months ended September 30, 2002. The
increase in sales is due to the acquisition of two beverage distributors during
the three months ended September 30, 2003 and sales of Yohimbe Energy Drink,
which was introduced in March 2003.

GROSS PROFIT. Gross profit was $269,713 for the three months ended September 30,
2003. There was no Gross Profit in the three months ended September 30, 2002.
The increase in gross profit is due to the acquisition of two beverage
distributors during the three months ended September 30, 2003 and sales of
Yohimbe Energy Drink, that was introduced in March 2003.

TOTAL OPERATING EXPENSES Total operating expenses were $1,866,615 for the three
months ended September 30, 2003, an increase of $759,822 or 68.7% higher than
total operating expenses of $1,106,793 for the three months ended September 30,
2002. Total operating expenses as a percentage of sales was 217% for the
three-months ended September 30, 2003. There were no sales for the three months
ended September 30, 2002. The net increase in total operating expense was due
primarily to $102,597 additional marketing and warehousing expenses and a
$326,012 increase in staffing compensation to $419,762, associated with the
addition of two beverage distributors, new executive management and sales of
Yohimbe Energy Drink plus a $334,324 charge for goodwill impairment.

LOSS FROM OPERATIONS. Loss from operations was $1,596,902 for the three-months
ended September 30, 2003, an increase of $490,109 or 44.3% over the loss from
operations of $1,106,793 for the three months ended September 30, 2002. The
increase in the loss from operations was due primarily to the Company's addition
in operational overhead not yet fully offset by a corresponding increase in
gross profit.

NET LOSS. The Net loss was $1,649,542 for the three months ended September 30,
2003, an increase of $540,622 or 48.7% over the net loss of $1,108,920 for the
three months ended September 30, 2002. The increased net loss was due in part,
to a $334,324 impairment of goodwill associated with the Beverage Network of
South Florida acquisition that reflects management's evaluation of its
realizability.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30TH 2003 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30TH 2002.

SALES. For the nine months ended September 30th 2003 gross sales were
$1,465,940. During the nine months ended September 30th 2002, the company had no
sales revenues. The increase in sales for the period was due to the acquisition
of two beverage distributors during the three months ended September 30, 2003
and sales of Yohimbe Energy Drink.

                                       17

<PAGE>

GROSS PROFIT. For the nine months ended September 30th 2003 gross profit was
$505,156. During the nine months ended September 30th 2002, the company had no
sales revenues. The increase in gross profits is attributable to the acquisition
of two distributors.

TOTAL OPERATING EXPENSES. For the nine months ended September 30th 2003, total
operating expenses were $3,362,547, a decrease of $2,513,626 or 42.8% from total
operating expenses of $5,876,173 for the nine months ended September 30, 2002.
The net decrease in total operating expense was due to a reduction of $3,541,573
in corporate expenses associated with the development stage needs of the company
and the addition of the operating expenses of the acquired subsidiaries of
$592,873, offset by a charge for goodwill impairment of $334,324.

LOSS FROM OPERATIONS. Loss from Operations for the nine months ended September
30th 2003, was $2,857,391 a decrease of $3,018,782 or 51.4% lower than the loss
from operations for nine months ended September 30th 2002, of $5,876,173. The
decrease in the loss from operations was due to the Company's use of in-house
management versus outside consultants offset by the goodwill impairment charge,
increase in marketing and warehousing expense incurred as a result of the two
acquired distributors.

NET LOSS. The Net loss was $3,688,405 for the nine months ended September 30,
2003, a decrease of $1,937,751 or 34.5% lower than the net loss of $5,616,156
for the nine months ended September 30, 2002. The decrease in the net loss was
lower than the decrease in loss from operations due to a combination events,
principally among them, the settlement of legacy employee options, loss on
conversion of debentures, settlement losses and goodwill revaluation which total
$1,165,338.

ACQUISITION OF TWO DISTRIBUTION SUBSIDIARIES. The company acquired two beverage
distribution businesses during the quarter ended June 30, 2003:

ON APRIL 9, 2003, we entered into simultaneous transactions that resulted in our
acquisition of:

o    All of the material assets and liabilities of Universal Florida Beverage
     Distributors, Inc. (UFBD) located in Fort Lauderdale, Florida, in exchange
     for the issuance of 675,000 shares of our common stock which we valued for
     accounting purposes at $337,500 and;

o    100% of the issued and outstanding shares of common stock of Total Beverage
     Network, Inc. for 1,000,000 common shares valued at $500,000.

The basis for calculating the purchase price of a beverage distributor is based
upon a multiple of the annual gross profit for the year prior to the
acquisition. The multiplier is normally between one and three, depending upon
the qualitative aspects of the business (e.g. brands represented, market
coverage and alternative acquisition opportunities). In the case of UFBD the
multiple was 1.5, the Gross Profit for UFBD for the 2002 trading year was
$188,760.

The acquired, revalued assets of UFBD and BNSF as of April 9, 2003 were $837,500
with goodwill of $734,324 and a customer list of $200,000 net of assumed
liabilities of $178,147. The customer list will be amortized over 60 months.

The results of Total beverage Network are included for the first time in the
company's results in the quarter ended June 30. 2003.

                                       18

<PAGE>


As a result of our acquisition of Universal, we do direct distribution of non-
alcoholic beverages to small retailers in South East Florida. Some of the brands
and products that we carry are: Yohimbe Energy Drink, Sobe, Snapple, Spa Water
and Tradewinds ready to drink teas. BNSF is expanding its coverage of its
current market area and we have plans to hire new sales personnel and delivery
vehicles to achieve this expansion. We also need to finance the additional
inventory and accounts receivable to accomplish this expansion. There can be no
assurance that we will be able to secure sufficient financing to finance future
growth or if identified, will be available on commercially reasonable terms.

On MAY 1, 2003, we acquired all of the material assets and liabilities of Finish
Line Distributors, LLC for 800,000 shares of restricted stock and $152,593 in
cash. An additional post acquisition performance payment of $150,000 will be
made in two equal amounts of cash and/or cash and stock. We valued the
acquisition at $702,593 including goodwill of $412,261 and customer list of
$400,000, current and fixed assets of $236,182 net of assumed liabilities of
$345,850. The customer list will be amortized over 60 months.

Beverage Network of Connecticut, Inc. (BNCT) was established as a wholly owned
subsidiary of XStream Beverage Group, Inc. to operate the former beverage
distribution business of Finish Line Distributors, LLC. The results of BNCT are
included for the first time in our results of operation for the three-month
ended June 30. 2003.

BNCT does direct distribution of non-alcoholic beverages to small retailers in
the State of Connecticut. Some of the brands and products that BNCT carries are
Yohimbe Energy Drink, Welch's juices and drinks, Hansen's, Tropical Rhythms,
Fuse, and Spa Water. Subject to financing and obtaining sufficient working
capital, we hope to expand BNCT's operations into southern Connecticut and we
have plans to hire new sales personnel and delivery vehicles to achieve this
expansion. We will also need to finance the additional inventory and accounts
receivable to accomplish the expansion and this will require us to raise the
additional capital to make this business growth happen.

The basis for calculating the purchase price of BNCT was similar to the case for
UBDF. In the case of BNCT, the multiple was 1.36; the Gross Profit for BNCT for
the 2002 trading year was $514,363.96.

We believe that Universal and Finish Line represent the beginning of a series of
planned acquisitions of North American beverage distribution companies that will
serve as a distribution network for company owned beverage brands, such as
Yohimbe, and third party beverage brands. Our ability to develop and launch
brands and products and to acquire additional distribution companies will depend
directly upon our ability to raise the necessary capital.

Liquidity and Cash Resources

As of September 30, 2003 the Company had working capital deficiency of
$1,293,038, as compared to working capital deficiency of $300,546 on September
30, 2002. The decrease in working capital is primarily attributable to increases
in accounts payables, accrued expenses and loans that were partially offset by
increases in accounts receivables and inventory. These changes were associated
with the acquisition of two beverage distributors during the quarter ended June
30, 2003 and the launch of Yohimbe Energy Drink in March 2003.

Net cash used in operating activities was $319,575 for the nine months ended
September 30,2003 as compared to net cash used in operating activities of
$298,635 in the comparable period in 2002. For the nine months ended September

                                      19

<PAGE>


30, 2003, net cash used in operating activities was attributable to cash used in
operating assets and liabilities of $362,982 that was partially offset by cash
provided by operations of $43,407. Cash provided by operations was a result of
the net loss of $3,688,405 offset by non-cash charges of stock based expenses,
settlements, debt conversion losses, amortization and goodwill impairment
totaling $3,731,812. These changes were associated with the acquisition of two
beverage distributors during the quarter ended June 30, 2003, the launch of
Yohimbe Energy Drink in March 2003 and the settlement of services and
commitments for stock.

Net cash used in investing activities increased to $262,333 for the nine months
ended September 30, 2003 as compared to net cash used in investing activities of
$4,149 for the comparable period in 2002. The increase in cash used in investing
activities was primarily attributable to the acquisition of two beverage
distributors during the quarter ended June 30, 2003.

Cash flow from financing activities increased to $548,413 for the nine months
ended September 30, 203 as compared to cash flow from financing activities of
$358,756 for the comparable period in 2002. The increase in cash flow used in
financing activities as compared to the prior year was due to proceeds from
loans used primarily to fund the changes in operating assets and liabilities,
retire outstanding options granted in prior quarters, and settlements.

Management believe that cash available from operations, including cash resources
will not be sufficient for its working capital needs, including purchase
commitments for raw and finished inventory, debt service, expansion and
development needs, as well as purchase of capital assets or equipment over the
current year. Unless we are able to significantly increase our revenues or
identify new financing opportunities, it is unlikely that we will be able to
implement our planned expansion or sustain current operations.

CRITICAL ACCOUNTING POLICIES

A summary of significant accounting policies is included in Note 1 to the
audited financial statements included in our Annual Report on Form 10-KSB for
the year ended December 31, 2002 as file with the United States Securities and
Exchange Commission. We believe that the application of these policies on a
consistent basis enables us to provide useful and reliable financial information
about our operating results and financial condition.

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

We account for stock transactions in accordance with APB Opinion No. 25,
"Accounting for Stock Issued to Employees." In accordance with Statement of
Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based
Compensation," we adopted the pro forma disclosure requirements of SFAS 123.

                                      20

<PAGE>


ITEM 3.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our chief
executive officer and chief financial officer, conducted an evaluation of our
"disclosure controls and procedures" (as defined in the Securities Exchange Act
of 1934 (the "Exchange Act") Rules 13a-14I) within 90 days of the filing date of
this Quarterly Report on Form 10-QSB (the "Evaluation Date"). Based on their
evaluation, our chief executive officer and chief financial officer have
concluded that as of the Evaluation Date, our disclosure controls and procedures
are effective to ensure that all material information required to be filed in
this Quarterly Report on Form 10-QSB has been made known to them in a timely
fashion.

Changes in Internal Controls

There have been no significant changes (including corrective actions with regard
to significant deficiencies or material weaknesses) in our internal controls or
in other factors that could significantly affect these controls subsequent to
the Evaluation Date Set Forth Above.

PART II   OTHER INFORMATION

Item 1.  Legal Proceedings

There have been no legal proceedings filed against us since the filing of our
last quarterly report.

                                      21


<PAGE>


Item 2.  Change in Securities

During the quarter ended September 30, 2003 we issued the following securities:

Name on Certificate                             Issued            Quantity
-------------------                             ------            --------
BAMPTON, DAVID                                 07/08/03             10,000
RODRIGUEZ, ANTONIO R                           07/08/03              2,000
KEMPSKI, RICHARD                               07/08/03              1,000
OATES, JOSEPH L                                07/08/03              5,000
WHITTLE, BRIAN                                 07/17/03             20,000
LEVY, SPENCE                                   07/31/03              2,500
CEJKA, JOHN                                    07/31/03              1,000
ALLEN, DEAN                                    07/31/03              2,500
PHILBERT, SEAN                                 07/31/03              1,000
SCOTT, RICARDO A                               07/31/03              2,500
PEREZ, DELVIS                                  07/31/03              1,000
CROXTON, ANTHONY                               07/31/03              1,000
MIRADOR CONSULTING                             07/31/03            100,000
MEDINA, ANTHONY                                07/31/03              7,500
GREENBERG, ADAM                                07/31/03              7,500
SPECTOR, KARA                                  07/31/03              5,000
EDISIS, ALAN                                   07/31/03              5,000
CONNELLY, MARRIYA                              07/31/03              1,000
YALANIS, DIANNE                                07/31/03              1,000
BALDWIN, ORLANDO                               07/31/03              1,000
GLASPER, WILLIAM                               07/31/03              1,000
GUERRIOS, DANIEL                               07/31/03              1,000
HERMANN, SEAN                                  07/31/03              1,000
SERRANO, RICHARD                               07/31/03              1,000
GRANAHAN, PATRICK                              07/31/03              2,500
SERRANO, JOSE                                  07/31/03              1,000
ROOF, PATRICIA                                 07/31/03              1,000
GRAY, JAIMIE                                   07/31/03              1,000
LAMANNA, ANTHONY                               07/31/03              2,500
KOCHISS, KYLE                                  07/31/03              1,000
BELANGER, ROBERT                               07/31/03              1,000
WALDO, ABDUL                                   08/11/03              1,000
WHITE, PETER                                   08/11/03              1,000
PIGNATELLA, JOSEPH S                           08/11/03              2,500
PIGNATELLA, JOSEPH                             08/11/03             10,000
CRITTENTON, MARY                               08/11/03            150,000
FOX, BOB                                       08/11/03             50,000
LOCH, JEFFREY                                  08/11/03            150,000
TSIA, ANTHONY                                  08/28/03             10,000
SOTOLONGO, VICENTE ALEX                        08/28/03              5,500
SOTOLONGO, ROBERT JESUS                        08/28/03              5,500

TOTAL SHARES:                                                      577,000

All of the shares set forth above were issued pursuant to an exemption from
registration under Section 4 (2) of the Securities Act or pursuant to Rule 506
of Regulation D.
                                       22

<PAGE>

Item 3.  Defaults Upon Senior Securities

We have not issued any senior securities and as such there have been no
defaults.

Item 4.  Submission of Matters to a Vote of Security Holders

We have not submitted any matters to a vote of our security holders, whether
through proxy or otherwise, during the quarter ended June 30, 2003.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-k

         (a) Exhibits.

         31.1 Certification by Chief Executive Officer
         32.1 Certification by Chief Executive Officer

         (b) Reports on Form 8-K

         During the quarter ended September 30, 2003 we have not filed any
         reports.

                                       23


<PAGE>


                                   SIGNATURES

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

REGISTRANT:

XSTREAM BEVERAGE GROUP, INC.

/s/ Barry Willson
-----------------
By: Barry Willson

November 13, 2003

                                       24