EXHIBIT 31.2

                                  CERTIFICATION

I, Barry Willson, certify that:

         1. I have reviewed this Form 10-QSB of Xstream Beverage Group, Inc. ;

         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 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 small business
issuer as of, and for, the periods presented in this report;

         4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) [and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d- 15(f))] for the small business issuer and have:

                  (a) designed such disclosure controls and procedures, or
         caused such disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the small
         business issuer, including its consolidated subsidiaries, is made known
         to us by others within those entities, particularly during the period
         in which this report is being prepared;

                  (b) designed such internal control over financial reporting,
         or caused such internal control over financial reporting to be designed
         under our supervision, to provide reasonable assurance regarding the
         reliability of financial reporting and the preparation of financial
         statements for external purposes in accordance with generally accepted
         accounting principles;

                  (c) evaluated the effectiveness of the small business issuer's
         disclosure controls and procedures and presented in this report our
         conclusions about the effectiveness of the disclosure controls and
         procedures, as of the end of the period covered by this report based on
         such evaluation; and

                  (d) disclosed in this report any change in the small business
         issuer's internal control over financial reporting that occurred during
         the small business issuer's most recent fiscal quarter (the small
         business issuer's fourth fiscal quarter in the case of an annual
         report) that has materially affected, or is reasonably likely to
         materially affect, the small business issuer's internal control over
         financial reporting; and

         5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

                  (a) all significant deficiencies and material weaknesses in
         the design or operation of internal control over financial reporting
         which are reasonably likely to adversely affect the small business
         issuer's ability to record, process, summarize and report financial
         information; and

                  (b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the small
         business issuer's internal control over financial reporting.


Date: May 19, 2004


/s/Barry Willson
----------------
Chief Financial Officer